Your Directors presenting their 39th Annual Report ofMedi-Caps Limited together with the Standalone and Consolidated Audited FinancialStatements for the year ended 31st March 2022.
1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:
FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATEDFINANCIAL STATEMENTS.
The standalone and consolidated financial statements of the Company forthe financial year ended 31st March 2022 have been prepared in accordancewith the Indian Accounting Standards (Ind AS) as notified by the Ministry of CorporateAffairs and as amended from time to time.
The following table shows the operational results of the Company forthe Financial Year 2021-22 as compared to that of previous year:
(Amount in Lakhs except EPS)
|Particulars ||Standalone || ||Consolidated || |
| ||31.03.2022 ||31.03.2021 ||31.03.2022 ||31.03.2021 |
|Total Income ||60.74 ||0.00 ||7178.54 ||5930.26 |
|Total Expenditure before Interest and Depreciation ||57.59 ||0.00 ||5991.43 ||4654.17 |
|Profit/Loss before Interest Depreciation & Tax (EBIDTA) ||3.15 ||0.00 ||1187.11 ||1276.09 |
|Less: Interest ||0.00 ||0.00 ||0.02 ||0.00 |
|Less: Depreciation ||9.23 ||0.00 ||181.32 ||152.11 |
|Profit/Loss before Tax ||-6.08 ||0.00 ||1005.77 ||1123.98 |
|Less:(a) Current Tax ||0.00 ||0.00 ||0.00 ||0.00 |
|(b) Deferred Tax ||1.44 ||-0.51 ||1.44 ||-0.51 |
|Profit/ Loss for the period from continue operation ||-7.52 ||0.51 ||1004.33 ||1124.50 |
|Profit/Loss from discontinue operation ||3.72 ||-11.59 ||3.72 ||-11.59 |
|Profit/Loss for the period ||-3.80 ||-11.08 ||1008.05 ||1112.90 |
|Other Comprehensive Income ||35.69 ||123.47 ||146.32 ||262.88 |
|Total Comprehensive Income/Loss ||31.89 ||112.39 ||1154.37 ||1375.79 |
|Add: Surplus brought forward from previous year ||4507.89 ||4395.50 ||5618.72 ||4242.94 |
|Surplus carried to the Balance Sheet ||4539.77 ||4507.89 ||6773.09 ||5618.72 |
|Paid up Equity Share Capital ||1247.00 ||1247.00 ||1247.00 ||1247.00 |
|EPS (Equity Shares of Rs. 10/- each) (in Rs.)Basic & Diluted (for continue & discontinue operation) ||-0.03 ||-0.09 ||8.08 ||8.93 |
STATE OF COMPANY?S AFFAIRS & REVIEW OF OPERATIONS
The members are aware that the Company had entered into Real EstateBusiness and in continuation of this the Company has executed an agreement with M/sTimpati Reality & Developers for Project named Medicaps Business Park?.Your Board of Directors are pleased to inform that the developer has received approvalfrom the Real Estate Regulatory Authority on 17th March 2022 and theconstruction of the project is going on in full swing during the Current Financial year.The Developer has started marketing of the project after receiving the approval under RealEstate Regulatory Authority; impact of the same in terms of revenue will be reflected inthe upcoming financial years.
During the financial year the company has other income of Rs. 60.74Lacs consisting mainly from Capital Gain on Mutual Fund and earned net profit (afterComprehensive Income) of Rs. 31.89 lakhs as compared to the previous year in which Companyhas no income from continuing basis due to discontinuance of Pharmaceuticals activitiesbut earned net profit amounting to Rs. 112.39 Lakhs from discontinue operation and OtherComprehensive Income.
On a consolidated basis total income of the Company increased to Rs.7178.54 lakhs as against Rs. 5930.26 lakhs in the previous year. Further on consolidatedbasis company earned net profit (after Comprehensive Income) of Rs. 1154.37 lakhs ascompared to the previous financial year in which Company earned net profit amounting toRs. 1375.79 Lakhs. The consolidated financials reflect the cumulative performances ofMedi-Caps Limited along with its wholly owned subsidiary (Medgel Private Limited).
Detailed description about the business carried out is contained in theManagement Discussion and Analysis report.
Due to non availability of revenue from real estate project the Boardof Directors has not recommended any dividend for the year 2021-22.
3. TRANSFER TO RESERVES
During the year under review no amount was transferred to any of thereserves by the Company.
Your Company has not accepted deposit from the public falling withinthe ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014 and there were no remaining unclaimed deposits as on 31stMarch 2022. Further the Company has not accepted any deposit or loans in contraventionof the provisions of the Chapter V of the Companies Act 2013 and the Rules made thereunder.
DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS
Pursuant to Section 2(31) Read with Rule 2(1)(viii) of Companies(Acceptance of Deposits) Rules 2014 (including any statutory modification orre-enactment thereof for the time being in force) the Company had not received anyunsecured loan from directors during the financial year.
5. ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act2013 as amended from time to time the Annual Return of the Company for Financial Year2021-22 is available on the Company?s website at:https://medicaps.com/wp-content/uploads/2022/07/Form MGT 7.pdf .
6. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to the requirement of Regulation 34(3) read with Schedule V ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") disclosure onparticulars relating to Investment are stated in Note No. 3 & 6 of Standalonefinancial statement. Further your company has not given any loan or advances in nature ofloan to any other Body Corporate or person. Details of investments and guarantee given aredisclosed as under:
(Amount in Lakhs)
|Name of the company ||Nature of Transactions ||Investment made/ Guarantee/Loans Provided ||Closing Balance/value as on 31/03/2022 |
|Medgel Private ||Non- Current ||Investment ||4282.35 |
|Limited (Wholly Owned Subsidiary) || ||Guarantee Security provided ||200.00 |
|Natural Capsules Limited ||Non- Current ||Investment * ||0.46 |
|Mutual Funds & SIP ||Current and Non-Current ||Investment * ||976.83 |
*The in-vestments are reported as per relevant Ind-As.
The above stated investment and guarantees are within the limits asspecified under Section 186 of the Companies Act 2013.
7. CORPORATE SOCIAL RESPONSIBILITY
In view of the net worth profits and turnover the Company does notfall under the provisions of the Section 135 of the Companies Act 2013 and the rules madethere under. Hence the obligations under Section 135 of the Companies Act 2013 are notapplicable to the Company.
8. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy on prevention prohibition andredressal of sexual harassment at workplace in line with the provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 (India)and the Rules thereunder. The Company?s process ensures complete anonymity andconfidentiality of information.
There was no case of sexual harassment reported during the year underreview. Further the Company has complied with the provisions relating to the constitutionof Internal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
9. STATEMENT FOR RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY
The Company has its Risk Management Policy which is reviewed by theBoard of Directors of the Company and the Audit Committee of Company from time to time sothat management controls the risk through a structured network. The main objective of thispolicy is to ensure sustainable business growth with stability and to promote a proactiveapproach in reporting evaluating and resolving risks associated with the business. Inorder to achieve the key objectives the policy establishes a structured and methodicalapproach to risk management in order to guide decisions on risk related issues. The AuditCommittee has additional oversight in the area of financial risks and controls. The majorrisks identified by the businesses and functions are systematically addressed throughmitigating actions on a continuing basis. The Board is entrusted with the task ofmonitoring and reviewing the Risk Management Plan and procedures of the Company. This actsas a supplement to the Internal Control Mechanism and Audit function of the Company.
10. ADEQUACY OF INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS.
The Board is expected to play an important role in establishing thecontrol environment including clarity of expectations regarding integrity and ethics andadherence to codes of conduct and creating clear accountability for performance ofinternal control responsibilities. The Company?s Board of Directors has devisedsystems policies and procedures/frameworks which are currently operational within theCompany for ensuring the orderly and efficient conduct of its business which includesadherence to Company?s policies safeguarding assets of the Company prevention anddetection of frauds and errors accuracy and completeness of the accounting records andtimely preparation of reliable financial information. In line with best practices theAudit Committee and the Board reviews these internal control systems to ensure they remaineffective and are achieving their intended purpose. Where weaknesses if any areidentified as a result of the reviews new procedures are put in place to strengthencontrols. These controls are in turn reviewed at regular intervals. The company has laiddown adequate systems and well drawn procedures for ensuring internal financial controls.It has appointed an external audit firm as internal auditors for periodically checking andmonitoring the internal control measures.
Nothing has come to the attention of the Directors to indicate that anymaterial breakdown in the function of these controls procedures or systems occurredduring the year under review. There have been no significant changes in the Company?sinternal financial controls during the year that have materially affected or arereasonably likely to materially affect its internal financial controls. There are inherentlimitations to the effectiveness of any system of disclosure controls and proceduresincluding the possibility of human error and the circumvention or overriding of thecontrols and procedures.
11. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a robust vigil mechanism through its Whistle BlowerPolicy approved and adopted by Board of Directors of the Company in compliance with theprovisions of Section 177(9) & (10) of the Act and Regulation 22 of the ListingRegulations. The Policy also provides adequate protection to the Directors and employeeswho report unethical practices and irregularities from any victimization on raising ofconcerns of any violations of legal or regulatory requirements incorrect ormisrepresentation of any financial statements and reports etc. The VigilMechanism/Whistle Blower Policy of the Company can be accessed on the Company?swebsite at the http://medicaps.com/wp-content/uploads/2021/07/whistle-blower-policy.pdf.
During the year under review no protected disclosure from any WhistleBlower was received by the designated officer under the Vigil Mechanism.
12. SUBSIDIARIES ASSOCIATE AND JOINT VENTURES OF THE COMPANY
The Company is continuing having Wholly Owned Subsidiary i.e. MedgelPrivate Limited. Further the Company does not have any associate or joint venture companyat the beginning or closing or any time during the year 2021-2022. There are no companieswhich become/ceased to be subsidiaries during the year of your Company.
A separate statement containing salient features of the FinancialStatement of the Subsidiary in the prescribed Form AOC-1 are annexed to this Report asANNEXURE-A and hence is not repeated here for sake of brevity.
In accordance with fourth proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements has been placed on the website of the Companywww.medicaps.com. Further as per fifth proviso of the said section audited annualaccounts of the subsidiary company have also been placed on the website of the Companyhttps://medicaps.com/?page id=7256 .There has been no material change in the nature of thebusiness of the subsidiary company.
In terms of Section 136 of the Companies Act 2013 (theAct?) financial statement of the subsidiary company is not required to be sent tothe members of the Company. The Company shall provide a copy of the annual accounts of itssubsidiary company to the members of the Company on their request. The annual accounts ofits subsidiary company will also be kept open for inspection at the registered office ofthe Company during business hours.
Medgel Private Limited is material subsidiary of the Company as per thethresholds laid down under the Listing Regulations. The Board of Directors of the Companyhas approved a Policy for determining material subsidiaries which is in line with theListing Regulations as amended from time to time. The Policy has been uploaded on theCompany?s website at: https://medicaps.com/wp-content/uploads/2022/08/Policy-for-determining-Material-Subsidiarv-f.pdf
13. CONSOLIDATED FINANCIAL STATEMENTS
Your Directors have pleasure in enclosing the Consolidated FinancialStatements pursuant to the requirement of Section 129 of the Companies Act 2013 andRegulation 33 & Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 (hereinafter referred as Listing Regulations?)read with other applicable provisions and prepared in accordance with applicable IND ASfor financial year ended March 31 2022. The Consolidated Financial Statements form partof this Annual Report.
A Report on the performance and financial position of the subsidiarycompany included in the Consolidated Financial Statements and their contribution to theoverall performance of the Company is provided in Form AOC-1 and forms part of thisAnnual Report
14. DETAILS OF BOARD OF DIRECTORS AND KMPs.
The Composition of the Board of Directors of the Company is inaccordance with the provision of Section 149 of the Companies Act 2013 and Regulation 17of the Listing Regulations with an appropriate combination of Executive Non-Executiveand Independent Directors.
a) Constitution of the Board
As on date of Report Board of directors are comprising of total 8(Eight) Directors namely:
(i) Mr. Ramesh Chandra Mittal Chairman and Non Executive NonIndependent Director
(ii) Mr. Alok K Garg Managing Director
(iii) Mrs. Kusum Mittal Non Executive Non Independent Director
(iv) Mr. Akshit Garg Non Executive Non Independent Director
(v) Mr. Pramod Fatehpuria Non Executive Independent Director
(vi) Mr. Ashok Agrawal Omprakash Non Executive Independent Director
(vii) Mr. Dharmendra Solanki Non Executive Independent Director
(viii) Mr. Sourabh Kumar Shrivas Non Executive Independent Director
The Board members are highly qualified with the strong variedexperience in the relevant field of the business activities of the Company which playssignificant roles for the business policy and decision making process and provide guidanceto the executive management to discharge their functions effectively.
b) Change in Director
During the financial year following changes have been confirmed bymembers in their 38th Annual General Meeting held on 28th September2021:
1. Continuation of directorship of Mr. Ramesh Chandra Mittal (DIN:00035272) as the Non-Executive Director and Chairman of the Company on attaining the ageof 75 (seventy five) years.
2. Re-appointment of Mr. Alok K Garg (DIN: 00274321) as a ManagingDirector of the Company for a period of 5 years w.e.f. 01st April 2022 to 31stMarch 2027.
3. Appointment of Mr. Dharmendra Solanki (DIN: 09055239) as a NonExecutive Independent Director of the Company for a period of 5 years w.e.f. 5thFebruary 2021 to 4th February 2026.
4. Re-appointment of Mr. Ashok Omprakash Agrawal (DIN: 07870578) as aNon Executive Independent Director of the Company for a second term of five years w.e.f.25th July 2022 to 24th July 2027.
During the current financial year on the recommendation of Nominationand Remuneration Committee the Board in its meeting held on 04th August 2022approved the following changes for which Company has received the requisite Notices from aMember in writing proposing their appointment as Director of the Company:
1. Appointment of Mr. Akshit Garg (DIN: 08576807) as an AdditionalDirector (Promoter and Non Executive) of the Company w.e.f. 04th August 2022to hold office up to the date of the Annual General Meeting of the Company and subject tothe approval of the Members at the ensuing Annual General Meeting.
2. Appointment of Mr. Sourabh Kumar Shrivas (DIN: 09692160) as anAdditional Director (Independent and Non Executive) of the Company w.e.f. 04thAugust 2022 to hold office up to the date of the Annual General Meeting of the Company tobe held thereafter and subject to the approval of the Members at the ensuing AnnualGeneral Meeting to hold office as an Independent Director for a term of 5 (five)consecutive years commencing from 04th August 2022 to 03rd August2027 (both days inclusive).
c) Board Independence
Our definition of Independent Director? is derived fromRegulation 16(1)(b) of Securities & Exchange Board of India (Listing Obligation &Disclosure Requirements) Regulations 2015 and Section 149(6) of the Companies Act 2013.As on date of report the Company is having following 4 (Four) Independent Directors;
1. Mr. Ashok Omprakash Agrawal (DIN: 07870578)
2. Mr. Pramod Fatehpuria (DIN: 00972389)
3. Mr. Dharmendra Solanki (DIN: 09055239)
4. Mr. Sourabh Kumar Shrivas (DIN: 09692160)
As per provisions of the Companies Act 2013 Independent Directorswere appointed for a term of 5 (five) consecutive years not liable to retire by rotation.
d) Directors liable to retire by rotation seeking re-appointment:
Mrs. Kusum Mittal (DIN: 00035356) Non-Executive Non independent WomanDirector is liable to retire by rotation at the ensuing 39th Annual GeneralMeeting and being eligible offers herself for re-appointment. Your directors recommend topass necessary resolution as proposed in the Item No.2 of the Notice of the Annual GeneralMeeting.
e) Key Managerial Personnel
Mr. Alok K. Garg (DIN: 00274321) Managing Director; Mr. Hemant SethiChief Financial Officer and Mr. Abhishek Jain Company Secretary and Compliance Officer;have been categorized as the Key Managerial Personnel within the meaning of Section 203 ofthe Companies Act 2013.
f) Change in the Key Managerial Personnel
During the year following are the changes in the Key ManagerialPersonnel of the Company. (1) Members in their 38th Annual General Meeting heldon 28th September 2021 confirmed the re-appointment of Mr. Alok K Garg (DIN:00274321) as a Managing Director of the Company for a period of 5 years w.e.f. 01stApril 2022 to 31st March 2027.
(2) Ms. Ayushi Silot resigned from the designation of Company Secretaryand Compliance officer of the Company w.e.f. 07.10.2021 and Mr. Abhishek Jain wasappointed as the Company Secretary & Compliance Officer of the Company w.e.f.08.10.2021.
*The last name of the Company Secretary & Compliance Officer Mr.Abhishek Kumar has been updated with Mr. Abhishek Jain in consonance with records of PANCard & The Institute of Company Secretaries of India.
g) Disqualifications of Directors
During the year declarations were received from the Directors of theCompany pursuant to Section 164 of the Companies Act 2013. Board apprised the same andfound that none of the director is disqualified for holding office as director.
15. NUMBER OF MEETINGS OF THE BOARD ITS COMMITTEE AND AGM.
The Board meets at regular intervals to discuss and decide on businesspolicy and strategy apart from other Board business.
The notice of Board Meeting is given well in advance to all theDirectors. The Agenda of the Board/ Committee meetings are circulated at least 7 daysprior to the date of the meeting. The Agenda for the Board and Committee meetings includedetailed notes on the items to be discussed at the meeting to enable the Directors to takean informed decision.
The details of the number of meetings of the Board and its Committeesheld during the Financial Year 2021-22 forms part of the Corporate Governance Report.Further Annual General Meeting of the Company for Financial year 2020-21 was held onTuesday 28th September 2021.
16. DECLARATION BY INDEPENDENT DIRECTOR
All Independent Directors have given their declarations as requiredunder Section 149(7) of the Companies Act 2013 and Regulation 25(8) of SEBI (LODR) Reg.2015 that they meet the criteria of Independence as laid down under section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) 2015 (the Listing Regulations?) as amended from time to time.
The Board is of the opinion that the Independent Directors of theCompany hold highest standards of integrity and possess requisite expertise and experiencerequired to fulfill their duties as Independent Directors.
In terms of Section 150 of the Companies Act 2013 read with Rule 6 ofthe Companies (Appointment and Qualification of Directors) Rules 2014 IndependentDirectors of the Company have confirmed that they have registered themselves with thedatabank maintained by The Indian Institute of Corporate Affairs ("IICA"). TheIndependent Directors except who is exempt have also cleared online proficiencyself-assessment test conducted by the IICA within a period of 2 (two) years from the dateof inclusion of their names in the data bank. Further Mr. Sourabh Kumar Shrivas (DIN:09692160) is required to undertake online proficiency self assessment test conducted byIICA within a period of 2 (two) years from the date of inclusion of his name in the databank.
17. MEETING OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year under review. TheMeeting was conducted on 10th November 2021 in an informal manner without thepresence of the Chairman Managing Director the NonExecutive Non-Independent Directorsand the Chief Financial Officer of the Company.
18. COMPANY?S POLICY ON DIRECTORS? APPOINTMENT ANDREMUNERATION
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a nomination remuneration and evaluation policy which lays down thecriteria for identifying the persons who are qualified to be appointed as directors andor senior management personnel of the company along with the criteria for determinationof remuneration of directors KMP?s and other employees and their evaluation andincludes other matters as prescribed under the provisions of Section 178 of CompaniesAct 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company hasbeen given at the website of the Company athttp://medicaps.com/wp-content/uploads/2016/06/Remuneration-Policy.pdf. The details of thesame are also covered in Corporate Governance Report forming part of this annual report.
a) Formal Annual Board Evaluation.
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations. The performance of the board was evaluated by the Boardafter seeking inputs from all the directors on the basis of criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc.
The Company has devised a Policy for performance evaluation of theBoard Committees and other individual Directors (including Independent Directors) whichinclude criteria for performance evaluation of Non-executive Directors and ExecutiveDirectors. The evaluation process inter alia considers attendance of Directors at Boardand committee meetings acquaintance with business communicating inter se board memberseffective participation domain knowledge compliance with code of conduct vision andstrategy.
The Board carried out an annual performance evaluation of the BoardCommittees Individual Directors and the Chairman. The Chairman of the respectiveCommittees shared the report on evaluation with the respective Committee members. Theperformance of each Committee was evaluated by the Board based on report on evaluationreceived from respective Committees.
The report on performance evaluation of the Individual Directors wasreviewed by the Chairman of the Board and feedback was given to Directors.
Performance Evaluation Criteria for Independent Directors:
Performance evaluation of independent directors was done by the entireBoard excluding the independent director being evaluated. The performance evaluationcriteria for independent directors are determined by the Nomination and Remunerationcommittee. An indicative list of factors that may be evaluated include participation andcontribution by a director commitment effective deployment of knowledge and expertiseeffective management of relationship with stakeholders integrity and maintenance ofconfidentiality and independence of behavior and judgments. Further details are reportedin the Corporate Governance Report. Statement with regard to integrity expertise andexperience of the independent director appointed during the year
During the year under review the Board has not appointed anyIndependent Director in the Company. However in the opinion of the Board all IndependentDirectors possess requisite qualifications experience expertise and hold high standardsof integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules 2014.List of key skills expertise and core competencies of the Board including theIndependent Directors is provided in Corporate Governance Report.
b) Familiarization Programme of Independent Directors
The details of program for familiarization of Independent Directors ofthe Company is available on Company?s website athttps://medicaps.com/wp-content/uploads/2022/03/Familiarization-policy-2021-22.pdf
19. DIRECTORS? RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(5) of the Companies Act 2013:
a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and view of the state of affairs of the Company at the end of the financialyear and of the profit of the Company for that year;
c. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the Directors have prepared the annual accounts on a going concernbasis;
e. the Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and operatingeffectively;
f. the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
20. COMMITTEES OF THE BOARD OF DIRECTORS
The Company has various committees which have been constituted as apart of the good corporate governance practices and the same are in compliance with therequirements of the relevant provisions of applicable laws and statutes. Your Company hasan adequately qualified and experienced Audit Committee consisting of Mr. Ashok OmprakashAgrawal (DIN: 07870578) as Chairman Mr. Pramod Fathepuria (DIN: 00972389) and Mr.Dharmendra Solanki (DIN: 09055239) as members of the Committee. The recommendations of theAudit Committee were duly approved and accepted by the Board during the year under review.The other Committees of the Board are:
(i) Nomination and Remuneration Committee
(ii) Stakeholders? Relationship Committee
The details with respect to the composition powers roles terms ofreference meetings held and attendance of the Directors at such Meetings of the relevantCommittees are given in the Report on Corporate Governance of the Company which forms partof this Annual Report.
21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
In line of the Requirements of the Companies Act 2013 and the SEBIListing Regulations the Company has developed RPT policy Standard Operating Proceduresfor purpose of identification and monitoring of such transactions. During the year underreview the Policy has been amended to incorporate the regulatory amendments in the SEBIListing Regulations. The updated policy of RPT is available on the Company?s websitehttps://medicaps.com/wp-content/uploads/2017/03/RPT-Policy-W.E.F-25.07.2018-Final-Updated.pdf .
All Related Party Transactions (RPT) that entered into during theFinancial Year 2021-2022 were on Arm?s Length Basis and in the Ordinary Course ofbusiness. No materially significant RPT made by the Company with Promoters Directors KeyManagerial Personnel or their relatives or subsidiary or any other Group concerns whichmay have a potential conflict with the interest of the Company at large.
The company has done RPT in the ordinary course of business and whichare on Arms? Length Basis and which are not material in nature and hence therequirement of attachment of the Form AOC-2 is not applicable on the company.
Further as a practice of good corporate governance all Related PartyTransactions are placed before the Audit Committee for review and approval. Prior omnibusapproval is obtained from the Audit Committee for Related Party Transactions which are ofrepetitive nature and/or entered in the Ordinary Course of Business and are at Arm?sLength. All Related Party Transactions are subjected to independent review by an AuditCommittee to establish compliance with the requirements of Related Party Transactionsunder the Companies Act 2013 and Listing Regulations.
Details of related party transactions entered into by the Company interms of Companies Act 2013 and IndAs- 24 have been disclosed in the notes to thestandalone financial statement forming part of this Annual Report 2021-22.
22. STATUTORY AUDITORS
Members are aware that M/s. Rawka & Associates CharteredAccountants (F.R. No. 021606C) the Statutory Auditors of the company who were appointedat the 34th Annual General Meeting (AGM) of the Company held on 28thSeptember 2017 for a period of 5 years retires at the ensuing 39th AnnualGeneral Meeting. On the recommendation of Audit Committee the Board has recommended tore-appoint M/s. Rawka & Associates Chartered Accountants Indore as the statutoryauditors of the company for a second term of 5 years from the conclusion of 39thAnnual General Meeting till the conclusion of the 44th Annual General Meetingto be held in the calendar year 2027. M/s. Rawka & Associates is peer reviewed unitand given eligibility certificate that they are in compliance with the conditions providedin Section 139(1) read with Section 141 of the Companies Act 2013.
The Auditors Report and the Notes on financial statement for the year2021-22 referred to in the Auditor?s Report are self-explanatory and do not call forany further comments..
DISCLOSURE FOR FRAUDS AGAINST THE COMPANY
There were no instances for other than reportable fraud to the CentralGovernment covered under Section 134(3)(ca) of the Companies Act 2013. Further theauditors have not found any fraud as required to be reported by them under Section 143(12)to the Central Government during the year 2021-22.
23. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany had re-appointed M/s. L.N. Joshi & Co. Practicing Company Secretaries Indoreto undertake the Secretarial Audit of the Company for the Financial Year 2021-2022.
The Report of the Secretarial Auditor for the year 2021-22 is annexedherewith as "ANNEXURE-B ".
There is no qualification reservation or adverse remark or disclaimerin Secretarial Audit report except the following:-
|Secretarial Auditor Observations ||Management comments |
|There are 3 (Three) Charges which were satisfied long back but no evidence for the satisfaction were produced before me and these charges are showing in the Index of Charges at the portal of MCA. ||The matter is very old and the company is in continuous follow up with the ROC for deletion of the charge ID however in absence of the adequate evidence for filing of the Form-17 (under the Companies Act 1956) these charges could not be removed from MCA Portal. |
|Pursuant to the Regulation 31 of SEBI (SAST) Regulations 2011 Intimation of creation of Pledge of 4584 equity shares by one of the Promoter Mrs. Kusum Mittal was not made within seven working days to stock exchange and company in time. ||Mrs. Kusum Mittal promoter of the Company informed to the Stock Exchange and Company that disclosure has been delayed due to shares directly pledged on account of shortage of fund with stock broker. The Promoter came to know about pledge of shares through DP. However Mrs. Kusum Mittal has filed the disclosure with exchange and target company as on 08.04.2022. |
24. INTERNAL AUDITOR
The Board of Directors in their meeting held on 25th May2022 on the recommendation of Audit Committee approved the appointment of M/s. PraveenShrivastava & Co. Chartered Accountant as Internal Auditor of the Company for thefinancial year 2022- 23.
Further during the financial year 2021-22 the Company took theirsuggestions and recommendations to improve and strengthen the internal control systems.Their scope of work includes review of operational efficiency effectiveness of systems& processes compliances and assessing the internal control strengths in all areas.
The Audit Committee reviews adequacy and effectiveness of theCompany?s internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company?s riskmanagement policies and systems.
25. COST AUDITOR AND RECORDS
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 amended time to time the provisionregarding Cost Audit and Records was not applicable to Company during the year 2021-22.
26. SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANY
Medgel Private Limited a material subsidiary of the Company undertakesSecretarial Audit every year under Section 204 of the Companies Act 2013. The SecretarialAudit of Medgel Private Limited for the Financial Year 2021-22 was carried out pursuant toSection 204 of the Companies Act 2013 read with Regulation 24A of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Secretarial Audit Reportof Medgel Private Limited issued by L.N. Joshi & Company Practicing CompanySecretaries Indore and the report does not contain any qualification reservation oradverse remark. The Secretarial Audit Report given by the Secretarial Auditor of theCompany is annexed as ANNEXURE-C and forms an integral part of this Report.
27. ANNUAL SECRETARIAL COMPLIANCE REPORT
Pursuant to SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8thFebruary 2019 read with Regulation 24A of the SEBI (LODR) Regulation 2015 listedentities to obtain Annual Secretarial Compliance Report from a Practicing CompanySecretary for compliance of all applicable SEBI Regulations and circulars/guidelinesissued there under. The Company has obtained the report from M/s L. N. Joshi and Company(CP No. 4216) Practicing Company Secretary for financial year ended 31stMarch 2022 and same has been filed with stock exchange in prescribed time.
28. REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section on"Corporate Governance Practices" followed by the Company together with acertificate from the Statutory Auditors of the Company confirming compliance with theconditions of the Corporate Governance forms part of the Annual Report.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and analysis report for the year under review asstipulated under SEBI (LODR) Regulation 2015 is present in a separate section formingpart of the Annual Report.
30. MD/CFO CERTIFICATE
The Managing Director and CFO of your Company have issued necessarycertificate pursuant to the provisions of Regulation 17(8) of the Listing Regulations andthe same forms part of this Annual Report.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The particulars in respect of conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under sub-section (3)(m)of Section 134 of the Companies Act 2013 read with Rule (8)(3) of the Companies(Accounts) Rules 2014 are given as under :
|S. N. Particulars ||Details |
|(A) Conservation of Energy || |
|(i) The steps taken or impact on conservation of energy ||Not applicable as there was no such business operation |
|(ii) The steps taken by the company for utilizing alternate sources of energy ||Not applicable as there was no such business operation |
|(iii) The capital investment on energy conservation equipments ||Nil |
|(B) Technology Absorption || |
|(i) The efforts made towards technology absorption ||Not Applicable |
|(ii) The benefits derived like product improvement cost reduction product development or import substitution ||Not Applicable |
|(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year) ||The Company has neither purchased within India nor imported any technology. |
|(iv) The expenditure incurred on Research and Development ||The Company has not incurred any expenditure on Research and Development during the year under review. |
|(c) Foreign Exchange Earnings and Outgo || || |
|Particulars ||2021-22 ||2020-21 |
|Foreign Exchange Earnings: (Amount in lacs ) ||Nil ||Nil |
|Foreign Exchange Outgo: (Amount in lacs ) ||Nil ||Nil |
32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITIONOF THE COMPANY OCCURRING AFTER BALANCE SHEET DATE
There are no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Board?s report.
33. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIANEMPLOYEE?S REMUNERATION AND PARTICULARS OF EMPLOYEES
Pursuant to provision of section 197(12) of Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 as amended up to date given in the "ANNEXURE-D" and forms anintegral part of Board Report.
During the year none of the employees received remuneration in excessof Rs. 102.00 Lakhs or more per annum or Rs. 8.50 Lakhs per month for the part of theyear. In accordance with the provisions of Section 197 of the
Companies Act 2013 read with rule 5(2) and rule (3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Therefore there is noinformation to disclose in terms of the provisions of the Companies Act 2013.
Details of top 10 employees in terms of the remuneration and employeesin receipt of remuneration as prescribed under the rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 as amended containing details prescribedunder rule 5(3) of the said rules will be made available to any member on request as perprovision of Section 136(1) of the Act.
Pursuant to Section 197(14) of the Companies Act 2013 Mr. Alok K GargManaging Director of the Company has drawn remuneration of Rs. 74.69 Lacs from whollyowned subsidiary company in capacity of Managing Director of Medgel Private Limited andMr. Akshit Garg Non executive Non Independent Director of the Company has drawnremuneration of Rs. 37.97 Lacs from wholly owned subsidiary company in capacity of WholeTime Director of Medgel Private Limited. Apart from this none of the Director of theCompany received any remuneration or commission from the wholly owned subsidiary company.
34. CODE OF CONDUCT
Regulation 17(5) of the SEBI Listing Regulations 2015 requires listedcompanies to lay down a Code of Conduct for its Directors and senior managementincorporating duties of Directors as laid down in the Companies Act 2013. The Company hasadopted Code of Conduct for all Directors and Senior Management of the Company and thesame has been hosted on the website of the company at https://medicaps.com/wp-content/uploads/2021/08/Code-of-Conduct-for-Board-Senior-Management-Personnel.pdf. AllDirectors and Senior Management personnel have affirmed compliance with the Code for2021-22. Declaration on adherence to the code of conduct is forming part of the CorporateGovernance Report.
35. LISTING WITH STOCK EXCHANGE
The Company?s shares are listed on BSE Limited. The Company haspaid Annual Listing Fee for Financial Year 2022-23.
The Company?s movable assets are adequately insured against therisk as consider necessary by the Management from time to time.
37. DEPOSITORY SYSTEM
Your Company?s shares are tradable compulsorily in electronic formand your Company has connectivity with both the Depositories i.e. National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In viewof the numerous advantage offered by the Depository System members are requested to availof the facility of Dematerialization of the Company?s shares on either of theDepositories mentioned as aforesaid.
38. COMPLIANCE OF SECRETARIAL STANDARD
Your Company is in compliance of with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India and approved by theCentral Government under Section 118(10) of the Companies Act 2013.
39. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANY?S OPERATION INFUTURE.
There are no significant material orders passed by the Regulators whichwould impact the going concern status of the Company and its future operations. However inrespect of the application filed by the workers in the Labour Court The Hon?bleCourt vide its order dated 07th March 2020 passed the order in the favour ofthe company against which the Employees filed an appeal in the Industrial Court IndoreMadhya Pradesh. The application of the Employees being erroneous and lack of evidence theHon?ble Industrial Court vide its order dated 8th June 2021 dismissed theapplication of the employees and passed an order in favour of the Company.
It is further informed to the members of the Company that the matter isstill pending with the labor Court due to lack of applicant?s evidence.
40. OTHER DISCLOSURES:
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions/events on these items duringthe year under review:> Company has not Issued equity shares with differential rightsas to dividend voting or otherwise.
> As on 31st March 2022 none of the Directors of thecompany hold instruments convertible into equity shares of the Company.
> During the financial year Company has not issued any Shares(Including Sweat Equity Shares) to employees of the Company under any Scheme and also notmade any Stock Option Schemes.
> Voting rights which are not directly exercised by the employees inrespect of shares for the subscription/ purchase of which loan was given by the Company(as there is no scheme pursuant to which such persons can beneficially hold shares asenvisaged under Section 67(3)(c) of the Companies Act 2013).
> There has been no change in the nature of business of yourCompany.
> The Business Responsibility Reporting as required by Regulation34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015is not applicable to your Company for the financial year ending 31st March2022.
> No application was made or any proceeding is pending under theInsolvency and Bankruptcy Code 2016 during the year in respect of your Company.
> There was no one time settlement of loan obtained from the Banksor Financial Institutions.
The Board of Directors of your company wish to express their deepgratitude towards the valuable co-operation and support received from the variousMinistries and Departments of Government of India various State Governments theBanks/Financial Institutions and shareholders. Further the Board places its specialappreciation for the cooperation and continued support extended by employees of theCompany at all levels.
| ||For and on Behalf of Board || |
|Date: 04th August 2022 ||Ramesh Chandra Mittal ||Alok K Garg |
|Place: Indore ||Chairman ||Managing Director |
| ||DIN: 00035272 ||DIN: 00274321 |