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Medico Intercontinental Ltd.

BSE: 539938 Sector: Others
NSE: N.A. ISIN Code: INE858Q01019
BSE 00:00 | 20 Sep 43.00 -0.05
(-0.12%)
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43.05

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NSE 05:30 | 01 Jan Medico Intercontinental Ltd
OPEN 43.05
PREVIOUS CLOSE 43.05
VOLUME 305
52-Week high 59.30
52-Week low 24.40
P/E 11.53
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 43.05
CLOSE 43.05
VOLUME 305
52-Week high 59.30
52-Week low 24.40
P/E 11.53
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Medico Intercontinental Ltd. (MEDICOINTERCON) - Director Report

Company director report

Dear Members

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company" or "MIL") along with Audited FinancialStatements for the financial year ended 31st March 2020. The Consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL PERFORMANCE OF THE COMPANY:

(Rs. In Lakhs except per equity share data)
Particulars Standalone Consolidated
For the year ended 31st March For the year ended 31st March
2020 2019 2020 2019
Revenue from Operations 4693.29 1030.26 8196.35 995.31
Other Income 2.44 0.52 5.12 35.59
Less: Total Expenses (4474.15) (927.04) (7761.27) (929.35)
Profit/Loss before Depreciation
Finance Costs Exceptional items and
Tax expenses 221.58 103.74 440.2 101.55
Less: - Depreciation/Amortization/ Impairment (2.45) (0.32) (10.50) (0.32)
Profit/Loss before Finance Costs
Exceptional items and Tax expenses 219.13 103.42 429.7 101.23
Less: - Finance Costs (65.51) (0.65) (109.52) (0.65)
Profit/Loss before Exceptional items and
Tax expenses 153.62 102.77 320.18 100.58
Add/(Less): - Exceptional Items 0.00 0.00 0.00 0.00
Profit/Loss before Tax expenses 153.62 102.77 320.18 100.58
Less: - Tax Expense (Current & Deferred) (41.78) (26.86) 84.50 26.98
Profit/Loss for the year (1) 111.84 75.91 235.68 73.60
Other Comprehensive Income/Loss (2) 0.00 0.00 0.00 0.00
Total (1+2) 111.84 75.91 235.68 73.60
Earning Per Share (Basic & Diluted) 3.44 2.34 7.25 2.27

2. RESULT OF OPERATIONS & STATE OF COMPANY'S AFFAIR:

The total income of the Company was Rs. 4695.73 Lakhs during current year as againstRs. 1030.79 Lakhs in the previous year. The Company has reported net profit of Rs. 111.84Lakhs during the year under review as against profit of Rs. 75.91 Lakhs in the previousyear. Your Company has performed well in the past year and your Directors are relentlesslystriving for the betterment of the business and simultaneously your Directors areoptimistic about the future and expect the business to perform better in the forthcomingyears.

3. CHANGE IN THE NATURE OF THE BUSINESS:

There is no change in the nature of the business during the year under review.

4. SHARE CAPITAL:

During the year under review there were no changes in the share capital of theCompany. Share Capital of the Company as on March 31 2020 was as follows:

Authorized Capital - Rs. 100000000/- (Rupees Ten Crores only) divided into10000000 (One Crore Only) Equity Shares of Rs. 10 each.

Issued Subscribed and Paid Up Capital – Rs. 32490000/- (Rupees ThreeCrores Twenty-Four Lakhs Ninety Thousand Only) divided into 3249000 (Thirty-two lakhsforty-nine thousand only) Equity Shares of Rs. 10 each.

The Board of Directors hereby submits the report of the business and operations of yourCompany ("the Company" or "MIL") along with Audited FinancialStatements for the financial year ended 31st March 2020. The Consolidated performance ofthe Company and its subsidiaries has been referred to

5. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year ended onMarch 31 2020 as the Board have considered it financially prudent in the long-terminterest of the company so as to reinvest the profits into the business of the company andto build its strong reserve base and assure the growth of the Company in long run.

The Company has not declared any dividend in past years. Therefore there is no suchamount of Unpaid or Unclaimed dividend to be transferred to Investor Education andProtection Fund (IEPF).

6. TRANSFER TO RESERVES:

During the period under review the company has transferred profit of Rs. 111.84 Lakhsto the Reserves of the Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF REPORT: Preferential Issue of Warrants:

The Board of Directors in its meeting held on 4th August 2020 subject to the approvalof shareholders in the ensuing General Meeting approved the issue of 6751000 (Sixtyseven lakhs fifty one thousand only) Convertible Warrants to the Promoter/Non - Promoteron preferential allotment basis in compliance with Chapter V of SEBI (ICDR) Regulations2018.

8. DEPOSIT:

The company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe balance sheet for the Financial Year 2019-2020.

Further for exempted deposits Company has filed Form DPT-3 as on March 31 2020 asper the notification issued by the Ministry of Corporate Affairs (MCA).

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIESACT 2013:

The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.

10. CORPORATE SOCIAL RESPONSIBILITY:

The company has not developed and implemented any Corporate Social ResponsibilityInitiatives as per the provisions of section 135(1) of the Companies Act 2013 read withCompanies (Corporate Social Responsibility Policy) Rules 2014 as the aforesaid provisionsare not applicable to the Company.

11. CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGN

EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under sub-section (3)(m) of section 134 of the CompaniesAct 2014 read with Rule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at "Annexure-I".

12. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of fraud error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures. The details with respect to internal control systems and internal Audit hasbeen briefed in Management Discussion and Analysis Report which is annexed herewith as "Annexure-II".

13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The current policy is to have an appropriate mix of Executive Non-Executive andIndependent Directors to maintain the independence of the Board and separate itsfunctions of governance and management.

14. INDEPENDENT DIRECTOR'S DECLARATION:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence as laid down in Section 149(6) of the Companies Act 2013.

15. BOARD EVALUATION:

In terms of provisions of Companies Act 2013 read with rules issued there under andSEBI (LODR) Regulations 2015 the Board of Directors on recommendation of the Nominationand Remuneration Committee have evaluated the effectiveness of the Board/Director's forthe Financial Year 2019-20.

The performance and functioning of the board were evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the board compositionand structure effectiveness of board processes information and functioning etc.

The committees of the Board were assessed after seeking inputs from the committeemembers on the basis of the criteria such as the composition of committees effectivenessof committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the Chairman was also evaluated on the key aspects of her role.

Due to Covid-19 pandemic and subsequent relaxation by MCA vide General Circular No.11/2020 dated 24th March 2020 separate meeting of independent directors has not beenheld for the FY 2019-20 to evaluate the performance of non-independent directorsperformance of the board as a whole and performance of the Chairman.

16. NUMBER OF MEETINGS OF THE BOARD:

During the year the Board met 06 (Six) times to deliberate on various matters. TheMeetings were held on 08/04/2019 29/05/2019 12/08/2019 21/08/2019 14/11/2019 &13/02/2020. The maximum interval between any two meetings did not exceed 120 days.

S.N. Name of the Director No of Meetings held No. of Meetings attended
1 Mr. Samir Dilipkumar Shah 6 6
2 Mrs. Tanvi Shah 6 6
3 Mr. Dinesh Shah 6 6
4 Mr. Vijay Shah 6 6
5 Mr. Ankur Dave 6 6
6 Mr. Nisarg Shah ! 6 5
7 Mrs. Swati Vikramkumar Shah* 6 4

* Mrs. Swati Vikramkumar Shah was appointed on the Board w.e.f 29th May 2019.

! Mr. Nisarg Shah was resigned from the Board w.e.f. 28th Feb 2020.

17. AUDIT COMMITTEE

The primary objective of the audit committee is to monitor and provide an effectivesupervision of the Management's financial reporting process to ensure accurate and timelydisclosures with the highest level of transparency integrity and quality of financialreporting. The audit committee oversees the work carried out in the financial reportingprocess by the Management the internal auditors and the independent auditors and notesthe processes and safeguards employed by each of them. The audit committee has theultimate authority and responsibility to select evaluate and where appropriate replacethe independent auditors in accordance with the law.

Further as per the provision of section 177 of the Companies Act 2013 theconstitution of Audit Committee on various dates are as follow;

S.N. Name of Director DIN Category
1 Ankur Dave* 01059786 Chairman / Independent Director
2 Dinesh Shah* 00345641 Member / Independent Director
3 Vijay Shah 00747226 Member / Independent Director

* Mr. Dinesh Shah expressed his inability to continue as Chairman of the Committee.Therefore Mr. Ankur Dave was appointed as the Chairman of the Audit Committee w.e.f. 8thApril 2019.

Four meetings of the Audit committee were held during the year. The dates on which thesaid meetings were held: 29th May 2019 12th August 2019 14th November 2019 and 13thFebruary 2020.

S.N. Name of Member No of Meetings held No. of Meetings attended
1 Ankur Dave* 4 4
2 Dinesh Shah* 4 4
3 Vijay Shah 4 4

18. NOMINATION AND REMUNERATION COMMITTEE (NRC):

As per the provision of section 178 of the Companies Act 2013 the constitution ofNomination and Remuneration Committee is as follow;

S.N. Name of Director DIN Position
1 Ankur Dave* 01059786 Chairman / Independent Director
2 Dinesh Shah* 00345641 Member / Independent Director
3 Vijay Shah 00747226 Member / Independent Director

* Mr. Dinesh Shah expressed his inability to continue as Chairman of the Committee.Therefore Mr. Ankur Dave was appointed as the Chairman of the Committee w.e.f. 8th April2019.

Four meetings of the Nomination and Remuneration committee were held during the year.The dates on which the said meetings were held: 8th April 2019 29th May 2019 12thAugust 2019 and 14th November 2019.

S.N. Name of Member No of Meetings held No. of Meetings attended
1 Ankur Dave* 4 4
2 Dinesh Shah* 4 4
3 Vijay Shah 4 4

19. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the provision of section 178 of the Companies Act 2013 the constitution ofStakeholder and Relationship Committee is as follow;

S.N. Name of Director DIN Position
1 Dinesh Shah 00345641 Chairman / Independent Director
2 Vijay Shah 00747226 Member / Independent Director
3 Tanvi Shah 08192047 Member / Non-Executive Director

One meeting of the Stakeholders Relationship committee was held during the year. Thedates on which the said meetings were held: 13th February 2020.

S.N. Name of Member No of Meetings held No. of Meetings attended
1 Dinesh Shah 1 1
2 Vijay Shah 1 1
3 Tanvi Shah 1 1

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC-2 is annexed herewith at Annexure-III.

21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

During the period under review the Company is having 4 (four) Wholly Owned SubsidiaryCompany namely:

1. Ritz Formulations Private Limited

2. Sungrace Pharma Private Limited

3. Azillian Healthcare Private Limited

4. Evagrace Pharma Private Limited

Therefore provisions of section 129(3) of the Companies Act 2013 relating topreparation of consolidated financial statements are applicable to the Company. Furtherwe have prepared the consolidated financial Statements of the Company which forms part ofthis Annual Report.

A Statement containing salient features of the financial statement of our subsidiariesin the prescribed format AOC-1 as appended as Annexure-IV. In accordance withSection 136 of the Companies Act 2013 the audited financial statements including theconsolidated financial statements and related information of the Company are available onour website www.medicointercontinental.com.

Further the Company does not have any Joint Venture or Associate Company.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 the company has adopted thewhistleblower mechanism for directors and employees to report on concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct andethics. There has been no change to the Whistleblower Policy adopted by the Companyduring period under review.

23. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013:

The Information & Statement of Particulars of employees pursuant to Section 197 ofthe Companies Act 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure-V.

24. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134(5) of the Companies Act 2013 your directors state that: -

(a) in the preparation of the annual accounts the applicable accountingstandards have been followed;

(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 fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other 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 that such internal financial controls are adequate and wereoperating effectively

(f) the Directors have devised proper system to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the period under review no material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and company's operation infuture.

26. AUDITORS & AUDITORS' REPORT: Statutory Auditors

Pursuant to the provisions of section 139 of the Companies Act 2013 the members atthe annual general meeting of the Company held on 21st September 2019 appointed V Goswami& Co Chartered Accountants Ahmedabad (Firm Registration No. 128769W) as statutoryauditors of the Company from the conclusion of Thirty fifth annual general meeting tillthe conclusion of Fortieth annual general meeting covering one term of five consecutiveyears.

The Auditors' Report for FY 2019-20 does not contain any qualification reservation oradverse remark. The Auditors' Report is enclosed with the financial statements in thisAnnual Report.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under the Company hasre-appointed Yash Mehta

& Associates Practicing Company Secretary (Membership No. A45267 & COP 16535)to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the FY2019-20 issued by him in the prescribed form MR-3 is annexed as Annexure-VI to thisreport.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark.

Internal Auditor

MJV & Co Chartered Accountants Ahmedabad was re-appointed as an Internal Auditorof the Company for the Financial Year 2019-20 and the consent regarding such appointmentwas received from the auditor in this regard.

Cost Records and Cost Audit

Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable to our Company.

27. REPORTING OF FRAUDS BY AUDITORS:

During the year under review neither the statutory auditors nor the secretarialauditor has reported to the audit committee under section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.

28. EXTRACT OF ANNUAL RETURN:

In accordance with the Companies Act 2013 an extract of the Annual Return in theprescribed format in MGT-9 and is appended as Annexure-VII to this report and isavailable on the website of the Company at www.medicointercontinental.com.

29. CORPORATE GOVERNANCE REPORT:

As per the provisions of 15(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("LODR Regulations") the compliances withcorporate governance provisions as specified in Regulations 17 to 27 are applicable to theCompany only if it's paid up Capital exceeds Rs. 10 Crores and if Net worth is above Rs.25 Crores.

As on 31st March 2020 the paid up share capital of the company is Rs. 32490000/-(Rupees Three Crores Twenty-Four Lakhs Ninety Thousand only) which does not exceed Rs. 10Crores limit and the Net Worth of the Company is Rs. 51450546/- (Rupees Five CroresFourteen Lakhs Fifty Thousand Five Hundred and Forty Six only) which does not cross Rs. 25Crores.

Hence the compliance of provisions of Regulations 17 to 27 of SEBI (LODR) Regulationsare not applicable to the Company.

In light of the above Corporate Governance Report is not applicable to the Companyduring the period under review.

30. MANAGEMENTS DISCUSSION AND ANALYSIS:

In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement's discussion and analysis is set out in this Annual Report & marked as Annexure-II.

31. RISK MANAGEMENT POLICY:

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.

32. OTHER DISCLOSURES:

The Company has shifted its registered office from one state to another i.e. fromMaharashtra to Gujarat w.e.f 22nd November 2019 from DBS Business Center 213Raheja Chambers 2nd Floor Free Press Journal Road Nariman Point Mumbai – 400021 to1-5th Floor Adit Raj Arcade Nr Karma Shreshtha Tower 100 Ft Rd Satellite AhmedabadGujarat - 380015.

33. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013:

Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2019-20.

34. GREEN INITIATIVES:

Electronic Copies of the Annual Report 2019-20 and the notice of the 36th AGM are sentto all members whose email addresses are registered with the Company / depositoryparticipant(s). For members who have not registered their email addresses Company hasprovided facility to register/update the email addresses with the RTA of the Company on https://www.purvashare.com/.

35. CAUTIONARY STATEMENT:

Statement in the Annual Report particularly those which relate to ManagementDiscussion and Analysis describing the Company's objectives projections estimates andexpectations may constitute forward looking statements within the meaning of applicablelaws and regulations. Although the expectations are based on reasonable assumptions theactual results might differ.

36. APPRECIATION / ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels fortheir hard work dedication and commitment. The enthusiasm and unstinting efforts of theemployees have enabled the Company to be as industry leaders.

The Board places on record its appreciation for the support and co–operation yourCompany has been receiving from its business partners and others associated with theCompany. It will be the Company's endeavour to build and nurture strong links with thetrade based on mutuality of benefits respect for and co–operation with each otherconsistent with consumer interests. The Directors also take this opportunity to thank allInvestors Clients Vendors Banks Government and Regulatory Authorities for theircontinued support.

For and on behalf of the Board

Medico Intercontinental Limited

(formerly known as Intercontinental Leasing and Finance Company Limited)

Place : Ahmedabad Date : 04/08/2020

Sd/- Sd/-
Samir Shah Tanvi Shah
Managing Director Director
DIN: 03350268 DIN: 08192047

.