Medicamen Biotech Ltd.
|BSE: 531146||Sector: Health care|
|NSE: N.A.||ISIN Code: INE646B01010|
|BSE 13:49 | 27 Sep||593.05||
|NSE 05:30 | 01 Jan||Medicamen Biotech Ltd|
|Mkt Cap.(Rs cr)||725|
|Mkt Cap.(Rs cr)||724.71|
Medicamen Biotech Ltd. (MEDICAMENBIOTEC) - Director Report
Company director report
Your Directors have pleasure in presenting their Twenty Sixth Annual Report of theCompany together with the Audited Financial Statement for the financial year ended March31 2019.
1. FINANCIAL HIGHLIGHTS
2. PERFORMANCE REVIEW:
The Company has continued to grow despite a challenging environment. Gross turnover ofyour Company has increased by 9.85% during the year 2018-19. The Company was able toachieve increase in profit of 18.92% during the year as per compared last year profit.
Your Directors are pleased to recommend a Dividend of ' 1 per Equity Share for the yearunder review. The Dividend for the year ended March 31 2019 is subject to the approval ofmembers at the ensuing Annual General Meeting to be held on September 25 2019 and will bepaid on or after September 25 2019. If approved by the members at the Annual GeneralMeeting the Dividend will absorb '147.04 lacs inclusive of the Dividend Distribution Taxof ' 24.87 lacs borne by the Company.
The closing balance of the Reserve & Surplus of the Company for FY 2019 after allappropriation and adjustments was 7493.36 lakh.
The paid -up equity Share Capital of the Company as on March 31 2019 was ' 1170.00lakhs. During the year under review the Company has not issued shares with differentialvoting rights nor granted stock options nor sweat equity.
During the year ended March 31 2019 the Company has not accepted any deposits fromthe public falling within the ambit of Section 73 of the Act and the Rules framedthereunder. Hence the Company does not have any unclaimed deposits as on date.
7. CHANGE IN THE NATURE OF THE BUSINESS IF ANY
There is no change in the nature of the business of the Company during the year underreview.
8. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There have beenno changes in the nature of business of the Company.
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Various business aspects including market conditions business opportunitieschallenges etc. have been discussed at length in the Management's Discussion and AnalysisReport (MD&A) which forms part of this Annual Report.
10. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiaries Joint Venture and Associate Companies during theperiod under review.
11. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
12. DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to Section 134 (5) of the Companies Act 2013 the Directors confirm that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures
ii) The Company have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year March31 2019 and of the profit or loss of the Company for the year under review.
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv) they have prepared the annual accounts/financial statements on a going concernbasis.
v) The internal financial controls to be followed by the Company and that such internalfinancial controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
13. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best governance practices.The report on Corporate Governance as stipulated under the Listing Regulations forms anintegral part of this Report.
14. PERFORMANCE EVALUATION
The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-Executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and CommitteeMeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategy.
The Board carried out an annual performance evaluation of the Board CommitteesIndividual directors and the chairperson. The Chairman of the respective Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Committees.
The report on performance evaluation of the individual Directors was reviewed by theChairman of the Board and feedback was given to Directors.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The detail of programme for familiarization of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put on the websiteof the Company at the www.medicamen.com .
a) Statutory Auditors
M/s Rai Qimat & Associates Chartered Accountants was appointed as Auditor of theCompany for a term of 5 consecutive years at the Annual General Meeting held on 13th dayof September 2017. They have confirmed that they are not disqualified from continuing asAuditors of the Company.
The requirement under the proviso to Sec.139 (1) that "the Company shall place thematter relating to such appointment (of auditors) for ratification by members at everyannual general meeting" has been omitted from the Companies Act 2013. Therefore theCompany does not propose ratification of appointment of statutory auditors for theapproval of the members.
b) Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s AMJ & Associates a firm of Company Secretaries in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report for the financial yearended March 31 2019 is annexed herewith as "Annexure A". The SecretarialAuditor report does not contain any qualification reservation adverse remark ordisclaimer.
c) Cost Auditor
The Company is required under Section 148(1) of the Companies Act 2013 read withCompanies (Audit & Auditors') Rules 2014 and the Companies (Cost Records and Audit)Amendments Rules 2014 the Company is required to maintain the cost records in respect ofits business and accordingly such accounts and records are made and maintained.
Pursuant to provision of Section 148 of the Companies Act 2013 read with Companies(Audit and Auditor) Rules 2014. M/s SPB & Co. Cost Auditors of the Company hadappointed by the Board for the Financial Year 2018-19.
d) Internal Auditor
Pursuant to provision of Section 138 of the Companies Act 2013 read with Companies(Accounts) Rules 2014.The Board of Directors based on the recommendation of the AuditCommittee has re-appointed M/s Cheena & Associates H-28 Street No.9 New MahavirNagar New Delhi-110018 as the Internal Auditors of your Company.
17. AUDITORS' QUALIFICATIONS/RESERVATIONS/ADVERSE REMARKS/FRAUDS REPORTED:
There are no Auditor's Qualifications or reservations or adverse remarks on thefinancial statements of the Company. The Auditors have not reported any frauds to theAudit Committee as prescribed under Section 143 (12) of the Companies Act 2013.
18. BUSINESS RISK MANAGEMENT
The Company has elaborate Risk Management Frameworks which is designated to enablerisk to be identified assessed and mitigated appropriately. The Audit Committee of theCompany has been entrusted with the responsibility to assist to board in (a) Overseeingand approving the Company's enterprise wide risk management framework; and (b) Overseeingthat all the risks that the organization faces such as strategic and commercial safetyand operations Compliance and control and financial risk have been identified andassessed and there is an adequate risk management infrastructure in place capable ofaddressing those risks.
More details on Risk Management indicating development and implementation of RiskManagement policy including identification of elements of risk and their mitigation arecovered in Management's Discussion and Analysis section.
19. RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties as defined under the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015during the financial year were in the ordinary course of business and on arm's lengthbasis.
All the Related Party Transactions are presented to the Audit Committee and the Board.A statement of all related party transactions is presented before the Audit Committee andBoard of Directors on a quarterly
basis specifying the nature value and terms and conditions of the transactions.Particulars of contracts or arrangements with related parties referred to in sub-section(1) of Section 188 have been given in the prescribed form AOC -2 as "AnnexureB". Web link for the policy in the website is https://www.medicamen.com.
20. EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in FormNo. MGT-9 forming part of this Annual Report as "Annexure C".
21. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP'S) APPOINTMENT/RE-APPOINTMENT ORRESIGNATION
The Board of Directors is duly constituted during the year under review. AllIndependent Directors have given declaration that they meet the criteria of Independent aslaid down under Section 149(6) of the Companies Act 2013 (The Act) and the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirement) Regulation 2015.Based upon the disclosures provided by the Directors none of them are disqualified frombeing appointed as Directors of the Company under Section 164 of the Act.
a) Appointment/ Resignations:
Mr. Himanshu Bansal Chief Financial Officer (CFO) of the Company has resigned from thepost of CFO w.e.f. May 28 2018 and at his place Mr. Pratap Singh Rawat was appointed asChief Financial Officer of the Company w.e.f July 25 2018.
Mrs. Sumita Dwivedi (DIN: 08218640)Mrs. Sangeeta Bishnoi (DIN: 08288998) and Dr. RaviKumar Bansal (DIN: 08462513) appointed as Independent Director of the Company w.e.fNovember 13 2018 February 11 2019 and May 30 2019 respectively.
Mrs. Usha Pande (DIN: 07091890) Independent Director and Mr. Shri Prakash (DIN:07778644) Whole Time Director of the Company has resigned from the directorship w.e.fNovember 13 2018.
Dr. Vimal Kumar Sharawat (DIN: 08274190) appointed as Non-Executive-Non IndependentDirector and Mr. Klaus Snej Jensen (DIN: 07554059) resigned from the post of IndependentDirector w.e.f February 11 2019.
b) Retirement by rotation:
In term of Section 152 of the Companies Act 2013 Mr. Rahul Bishnoi (DIN:00317960) andMr. Ashwani Kumar Sharma (DIN:00325634) retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer themselves for re-appointment. The Board recommend theirre-appointment for approval of members.
22. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit committee comprises of three Directors Mr. Harish Pande(Chairman) Mr. Arun Kumar Mrs. Sumita Dwivedi.
Mrs. Usha Pande who was Non-Executive- Non Independent Director of the Company andmember of the Audit Committee has resigned from the respective post w.e.f November 132018 and at her place Mrs. Sumita Dwivedi has been appointed as member of the Committee.
All the recommendations made by the Audit Committee were accepted by the Board. Furtherdetails on the committee are given in the Corporate Governance Report.
23. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The detailed policy has uploaded on website of the Company i.e.www.medicamen.com.
During the year Six Board Meetings and Four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. The particulars of meeting held and attended by each Director aredetailed in the Corporate Governance Report which form part of this Report.
25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial controls are an integrated part of the risk management processaddressing financial and financial reporting risk. The internal financial controls havebeen documented digitized and embedded in the business processes.
A detailed note has been provided under Management Discussion and Analysis Report.
26. PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided as per "Annexure D".
27. PARTICULARS OF LOANS GIVEN GUARANTEES GIVEN INVESTMENTS MADE AND SECURITIESPROVIDED
The particulars of loans given Investment made guarantees given and securities areprovided in the Financial Statements for the period under review.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy to provide a formal vigil mechanism tothe Directors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairperson of the Audit Committee.It is affirmed that no personnel of the Company has been denied access to the AuditCommittee.
29. UNCLAIMED DIVIDEND
(a) Transfer to Investor Education and Protection Fund
Members are hereby informed that under the Act the Company is obliged to transfer anymoney lying in the Unpaid Dividend Account which remains unpaid or unclaimed for a periodof seven years from the date of such transfer to the Unpaid Dividend Account to thecredit of the Investor Education and Protection Fund ('the Fund') established by theCentral Government.
As per the above provisions all unclaimed dividend for ' 287303.25 which wasdeclared in financial year 2009-10 has been transferred by the Company to the IEPF Fund.
Further 134393 shares in respect of which dividend remained unclaimed for sevenconsecutive years or more have also been transferred to the IEPF Demat Account.
Members/ claimants whose shares unclaimed dividend sale proceeds of fractional sharesetc. have been transferred to the IEPF Demat Account or the Fund as the case may be mayclaim the shares or apply for refund by making an application to the IEPF Authority inForm IEPF- 5 (available on iepf.gov.in) along with requisite fee as decided by the IEPFAuthority from time to time. The Member/ Claimant can file only one consolidated claim ina financial year as per the IEPF Rules.
(b) Unclaimed Interim Dividend
Members are hereby further informed that in the year 2017-18 your Board of Directorsdeclared interim dividend of ' 1/- (10%) per equity share of '10/- each. Members who havenot yet encashed their dividend warrant(s) for the financial year ended March 31 2018 arerequested to make their claims to the Company without any delay to avoid transfer oftheir dividend/shares to the Fund/ IEPF Demat Account.
It may be noted that interim dividend for the financial year 2017-18 declared on August2 2017 and can be claimed by the Members by August 01 2024.
(c) Details of Unclaimed Dividend on Website
In order to help Members to ascertain the status of unclaimed dividends declared infinancial year 2009-10 & 2017-18 the Company has uploaded the information in respectof unclaimed dividends on the website of Investor Education and Protection Fund www.iepf.gov.in and under "Investor Relations" Section and on the website of theCompany www.medicamen.com.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators or Courts whichwould impact the going concern status of the Company and its future operations.
CRISIL has reaffirmed its rating of BBB- with a stable outlook on the long term bankfacilities of the Company and A3 on the short term bank facilities of the Company.
32. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
33. CORPORATE SOCIAL RESPONSIBILITY
As part of the Corporate Social Responsibility initiative the Company has spent anamount of ' 18 92100/-(Rupees Eighteen lacs Ninety Two Thousand One Hundred Only)towards the various CSR activities in the financial year 2018-19. A report on CSRActivities as required under Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 is enclosed herewith as "Annexure - E". The Company has adoptedCorporate Social Responsibility Policy containing the activities to be undertaken by theCompany as part of its CSR programs. The CSR Policy is disclosed on the website of theCompany www.medicamen.com.
Composition of Corporate Social Responsibility Policy:
1. Mr. Harish Pande (Chairman)
2. Mr. Rajesh Madan (Member)
3. Mr. Sanjay Bansal (Member)
4. Mr. S.K. Singh (Member)
34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
35. LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed with BSE Limited. We confirm that yourCompany has paid the listing fees for the financial year 2019-2020 as per SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
36. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The information pursuant to Section 134(m) of the Companies Act 2013 read togetherwith the Companies (Disclosure of Particulars in the Report of the Board of Directors)Rules 1988 is annexed hereto and forms part of this Report as "Annexure F".
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Board ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.