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Medico Remedies Ltd.

BSE: 540937 Sector: Health care
NSE: MEDICO ISIN Code: INE630Y01016
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Medico Remedies Ltd. (MEDICO) - Director Report

Company director report

To The Members MEDICO REMEDIES LIMITED

Mumbai

The Board of Directors take pleasure in presenting the 27th Annual Report ofMedico Remedies Limited ("Company") together with the Audited FinancialStatements for the Financial Year ("FY") ended 31st March 2021.

FINANCIAL HIGHLIGHTS

(In Rs.)
Particulars FY 2019-20
Total Income 1234166000 907331322
Total Expenses 1197309000 885179864
Profit Before Tax 36857000 22151458
Provision for Tax 10940000 5848000
Profit After Tax 25917000 16303459

OVERVIEW OF COMPANY PERFORMANCE

During the year under review the Company has recorded total turnover of Rs.1234166000(PY Rs. 907331322 /-). The Net profit after tax of the Company for FYunder review is Rs. 25917000 (PY Rs. 16303459 /-).

TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE COMPANIES ACT 2013

The Company has not transferred any amount to General Reserves for the FY 2020-201.

DIVIDEND

The Directors have not recommended any dividend for the FY 2020-2021.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of business of the Company during the FY under review.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

As on 31st March 2021 the Company does not have any Subsidiary Jointventure or Associate Companies.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT

No material changes and commitments which could affect the Company's financialposition have occurred between the end of the financial year and the date of this Report.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 as required under section 92(3) ofthe Companies Act 2013 ("Act") and rules framed thereunder is annexed tothis Report and marked as Annexure-I. The extract of annual return is alsoavailable on the website of the company at www.medicoremedies.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board

The Board is constituted with an optimum combination of Executive and Non-ExecutiveDirectors in accordance with the requirements of the Act read with SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 ("Listing Regulations").On 31st March 2021 the total strength of the Board is 7 (Seven) Directorscomprising of 4 (Four) Executive Directors out of which 1 (One) is a Woman Director and 3(three) Non-Executive Independent Directors.

Appointment/Re-appointment of Directors in AGM

Mr. Haresh Mehta (DIN: 01080289) Director of the Company will retire by rotation atthe ensuing Annual General Meeting in pursuance of Section 152 of the Act and beingeligible has offered herself for re-appointment. The Board recommends his re-appointment.As stipulated under the Regulation 36(3) of Listing Regulations brief resume of Mr.Haresh Mehta (DIN: 01080289) is annexed with the Notice convening the Annual GeneralMeeting.

Board Meetings

During the FY 2020-2021 under review 4 (Four) Board Meetings were held on thefollowing dates in accordance with the provisions of the Act and rules made there under.

27/06/2020 24/08/2020 12/11/2020 28/01/2021

The gap between two consecutive Board Meetings did not exceed 120 days. Attendance atBoard meetings:

Sr. No. Name of Directors No. of Meetings attended
1 Mr. Haresh Mehta 4/4
2 Mr. Harshit Mehta 4/4
3 Mrs. Rita Mehta 4/4
4 Mr. Rishit Mehta 4/4
5 Mr. Deepak Vekaria 4/4
6 Mr. Ramesh Rughani 4/4
7 Mr. Bharat Rathod 4/4

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors has carried out an annual evaluation of its own performance itsCommittees Independent Directors Non-Executive Directors Executive Directors and theChairman of the Board.

The Nomination and Remuneration Committee has laid down the manner in which formalannual evaluation of the performance of the Board its Committees and Individual Directorshas to be made. On the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc. Itincludes circulation of evaluation forms separately for evaluation of the Board and itsCommittees Independent Directors/Non-Executive Directors/Executive Directors and theChairman of the Company.

Independent Directors

The Company has received necessary declarations from all the Independent Directors ofthe Company affirming compliance with the criteria of independence as prescribed underSection 149(6) of the Act and Regulation 16 (1)(b) of the Listing Regulations. The termsand conditions of appointment of Independent Directors are disclosed on the website of theCompany. As stipulated by the Code of Independent Directors pursuant to the Act and theListing Regulations a separate meeting of the Independent Directors of the Company washeld on 28th January 2021 inter alia to: (i) Evaluate the performance ofNon-Independent directors and the Board as a whole; (ii) Evaluate the performance of theChairman and Managing Director of the Company; and (iii)Evaluate the quality quantity andtimelines of flow of information between the executive management and the Board. AllIndependent Directors were present at the meeting. The Directors expressed theirsatisfaction with the evaluation process.

Key Managerial Personnel

Pursuant to Section 203 of the Act read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 Mr. Harshit Mehta Managing DirectorMr. Haresh Mehta Chief Financial Officer & Mr. Dinesh Modi Company Secretary &Compliance Officer were the Key Managerial Personnel of the Company during the year underreview. COMMITTEES OF THE BOARD

The Board has constituted a set of committees in accordance with the requirements ofthe Act. The Board supervises the execution of its responsibilities by the Committees andis responsible for their action. The statutorily mandated committees constituted under theprovisions of the Act and Listing Regulations are Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. The composition terms ofreference and other such necessary details of these Board level committees are as under:

AUDIT COMMITTEE

The Audit Committee comprises of 3(three) Members out of which 2 (two) are IndependentDirectors and 1 (one) is Executive Director. The Chairman of the Committee is anIndependent Director. The composition of the Committee and the scope of its activities andpowers are in conformity with the requirements of the Act. The Members of the Committeeare well versed in finance matters accounts company law and general business practices.The previous AGM of the Company was held on 30th September 2020 and wasattended by the Chairman of the Audit Committee. The Company held 4 (Four) meetings of theCommittee were held during the year under review on the following dates:

27/06/2020 24/08/2020 12/11/2020 28/01/2021

Constitution and Meetings attendance

The constitution and attendance details of the Audit Committee is as under:

Sr. No. Name of Members Category Designation No of meetings attended
1 Mr. Deepak Vekaria Independent Director Chairman 4/4
2 Mr. Ramesh Rughani Independent Director Member 4/4
3 Mr. Haresh Mehta Whole-time Director Member 4/4

Terms of Reference

The brief terms of reference of this Committee are as under

(i) To oversee the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible. (ii) Recommending the appointment and removal of external auditor fixation ofaudit fee and also approval for payment for any other services. (iii)Reviewing withmanagement the annual financial statements before submission to the Board focusingprimarily on: a) Any changes in accounting policies and practices. b) Major accountingentries based on exercise of judgment by management. c) Qualifications in draft auditreport if any. d) The going concern assumption. e) Compliance with accounting standards.f) Compliance with Stock Exchange and legal requirements concerning financial statements.g) Any related party transactions i.e. transactions of the Company of material naturewith promoters or the management their subsidiaries or relatives etc. that may havepotential conflict with the interests of Company at large. h) Reviewing with themanagement External and Internal auditors the adequacy of Internal Control System. i)Reviewing the findings of any internal investigations in the matters where there issuspected fraud or irregularity or failure of internal control systems of a materialnature and reporting the matter to the Board. j) Discussion with external auditors beforethe audit commences nature and scope of audit as well as post-audit discussion toascertain any area of concern. k) Reviewing the Company's financial and risk managementpolicies. l) Reviwing Insider trading mechanism. m) To look into the reasons forsubstantial defaults in the payment to the depositors debentures holders shareholders(in case of no nonpayment of declared dividends) and creditors. n) To approve theappointment of the Internal auditor after assessing the qualifications experiencebackground etc. of the candidate.

Vigil Mechanism (Whistle Blower Policy)

As per the provisions of Section 177(9) of the Act the Company has established a VigilMechanism for Directors and Employees by formulating Whistle Blower Policy to reportgenuine concerns about unethical behaviour actual or suspected fraud or violation of theCode of Conduct without fear of reprisal. The said policy can be accessed on the Company'swebsite www.medicoremedies.com.

Internal Audit:

M/s. T. K. Shah & Associates Chartered Accountants Internal Auditors of theCompany have carried out the Internal Audit for FY 2020-21. The reports and findings ofthe Internal Auditor are quarterly reviewed by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee comprises of 3 (three) Independent Directors.The composition of the Committee and the scope of its activities and powers are inconformity with the requirements of the Act. The previous AGM of the Company was held on30th September 2020 and was attended by the Chairman of the Nomination andRemuneration Committee. The Company held 1 (One) meeting of the Committee was held duringthe year under review on 24th August 2020.

Constitution and Meetings Attendance

The constitution and attendance details of the Nomination and Remuneration Committee isas under :

Sr. Name of Member No. Category Designation No of meetings attended
1 Mr. Ramesh Rughani IndependentDirector Chairman 1/1
2 Mr. Deepak Vekaria IndependentDirector Member 1/1
3 Mr. Bharat Rathod IndependentDirector Member 1/1

Terms of Reference

The terms of reference of Nomination and Remuneration Committee broadly includes- a) Todetermine the remuneration package for any Executive Directors as well as remunerationpayable to the non-executive Directors from the year to year. b) To help in determiningthe appropriate size diversity and composition of the Board; c) To recommend to the Boardappointment/reappointment and removal of Directors; d) To frame criteria for determiningqualifications positive attributes and independence of Directors. e) To create anevaluation framework for Non-executive & Independent Directors and the ExecutiveBoard; f) Delegation of any of its powers to any Member of the Committee or the ComplianceOfficer.

Nomination and Remuneration Policy

Pursuant to the provision of Section 178 of the Act and Regulation 19 of ListingRegulations the Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy relating to remuneration of the Directors Key ManagerialPersonnel Senior Management Personnel and other employees along with the criteria forappointment and removal of the Directors Key Managerial Personnel and Senior ManagementPersonnel of the

Company. The said policy has been is annexed to this Report and marked as "Annexure-II"and has been hosted on the Company's website www.medicoremedies.com.

Familiarization Program for Independent Directors

The Company has been familiarizing the Independent Directors on its Board withnecessary documents reports internal policies amendments to the various enactmentsstatutory laws etc. to enable them to familiarise themselves with the Company'soperations. The details of familiarization programme of the independent Directors areavailable on the website of the Company http://www.medicoremedies.com/.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee comprises of 3 (three) Directors out of which2 (two) Executive Directors and 1 (one) Independent Directors. The Chairman of theCommittee is an Independent Director. The composition of the Stakeholders' RelationshipCommittee and the scope of its activities and powers are in conformity with therequirements of the Act. The Company held 1 (One) meeting of the Committee was held duringthe year under review on 27th June 2020.

Constitution Details

The constitution of the Stakeholders' Relationship Committee is as under:

Sr. No. Name of Member Category Designation
1 Mr. Bharat Rathod Non-Executive Independent Director Chairman
2 Mr. Harshit Mehta Managing Director Member
3 Mr. Rishit Mehta Whole-time Director Member

Terms of Reference:

The terms of reference of Stakeholders' Relationship Committee broadly includes- a)Redress Shareholders and Investors complaints. b) Review all matters connected with theshare transfers. c) Review status of legal cases involving the investors where the Companyhas been made a party.

Compliance Officer:

Mr. Dinesh Modi Company Secretary of the Company is designated as the "ComplianceOfficer" to oversee the redressal of the investors' grievances.

No complaints were received from the Shareholders of the Company during the FY underpurview

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy technology absorption and foreign exchangeearnings and outgo as required under section 134(3)(m) of the Act read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 are as below:

A. CONSERVATION OF ENERGY

(i) Steps taken by the Company on conservation of energy:

Many steps towards energy conservation has taken & implemented successfully a.Automatic power factor control (APFC) panel installed to ensure power factor more than99.5 %. b. All MS lines of compressed air replaced by PPRC lines to stop leakages. Thisstops minute leakages due to corrosion & substantial power is saved. c. Water qualityis improved to reduce scaling of lines hence increased cooling effect d. Old inefficientair compressor is replaced by new latest technology based air compressor to improveefficiency. e. Additionally company is planning to install boiler and generator of highcapacity to improve output with fuel efficiency.

B. TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION (i) The efforts made towardstechnology absorption:

a. Company has invited quotations from various suppliers to install solar panels on theroof of factory building. This will save electricity bill every month substantially tolarge extent. b. Company has installed zero discharge ETP system to protect environmentand control pollution.

(ii) The expenditure incurred on research & development:

Company has talented and skillful experienced person to develop new formulations withstability and efficacy of product as well as doing research & development to improveexisting formulations to make it cost effective and more stable during shelf life.

C. FOREIGN EXCHANGE EARNING AND OUTGO:

( )
Particulars FY 2020-21 FY 2019-20
Foreign exchange earnings (value of export) 1017814751 625385496
Foreign exchange outgo (value of import) 78059695.93 48132700
Foreign exchange outgo (expenses) 685494 1629865

RISK MANAGEMENT

The Board ensures adequate controls and monitoring mechanisms for a smooth andefficient running of the business to mitigate all elements of risks which the Company maybe exposed to.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to thefinancial statements. Internal audits are undertaken on a quarterly basis by InternalAuditors covering all units and business operations to independently validate the existingcontrols. Reports of the Internal Auditors are regularly reviewed by the management andcorrective action is initiated to strengthen the controls and enhance the effectiveness ofthe existing systems. The Audit Committee evaluates the efficiency and adequacy of thefinancial control system in the company and strives to maintain the standards in theinternal financial controls.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of Companies Act 2013 are not applicable to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Actthe Directors of the Company state and confirm that: a. in the preparation of the annualaccounts for the financial year 2020-21 the applicable accounting standards have beenfollowed and there are no material departures from the same; b. the Directors had selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the company as at 31st March 2021 and of the profit and loss of the companyfor the year ended on that date; c. the Directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d. the Directors had prepared the annual accounts on a going concernbasis; e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and f. the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

AUDITORS a) Statutory Auditors & their Report:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s V. J. Shah & Co. Chartered Accountants Mumbai (Registration no. 109823W) werereappointed as Statutory Auditors of the Company in 26th AGM held on 30thSeptember 2020 to hold office for a further tenure of 5 (five) consecutive years from theconclusion of 26th AGM till the conclusion of the 31st AGM of theCompany to be held in the calendar year 2025. The Company has received a confirmation fromthem to the effect that their appointment if made would be within the prescribed limitsU/S 141 of the Companies Act 2013 and the Rules framed thereunder. The observations andcomments given by the Auditors in their report read together with notes to Accounts areself-explanatory and hence do not call for any further comments under section 134 of theAct. The Auditors' Report for the financial year ended 31st March 2021 is annexedherewith for your kind perusal and information and it does not contain any reservationqualification or adverse remark. b) Secretarial Auditors & their Report

Pursuant to the provisions of Section 204 of the Act read with the rules framedthereunder the Company has appointed Mr. Haresh Sanghvi Practising Company Secretary(CoP No. 3675) for conducting Secretarial Audit of the Company for the financial yearended on 31st March 2021. Secretarial Audit Report issued by Mr. HareshSanghvi in Form MR-3 forms part to this report Annexure- III. The remarks containedin the said report are self-explanatory and do not require any further explanations. c)Internal Auditors

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts)Rules 2014 the Company has appointed M/s. T. K. Shah & Associates. CharteredAccountants as the Internal Auditor of the Company. The Internal Audit reports arereviewed by the Audit Committee on periodic basis. d) Reporting of fraud by Auditors

There was no instance of fraud during the year under review which required theStatutory Auditors Internal Auditors or Secretarial Auditor to report to the AuditCommittee and / or Board under Section 143(12) of Act and Rules framed thereunder.

PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:

Pursuant to Section 186 of the Companies Act 2013 read with the Companies (Meetings ofBoard and its Powers) Rules 2014 disclosures on particulars relating to loans advancesand investments as on 31st March 2021 are given in the Notes to the Financial Statements.There are no guarantees issued or securities provided by the Company in terms of Section186 of the Companies Act 2013 read with the Rules issued thereunder.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has always believed in providing a safe and harassment free workplace forevery individual working in the Company's premises through various practices and alwaysendeavors to provide an environment that is free from discrimination. All employees aretreated with dignity with a view to maintain a work environment free of sexual harassmentwhether physical verbal or psychological. The Company also ensures all allegations ofsexual harassment are investigated and dealt with effectively and appropriately. Duringthe financial year ended 31st March 2021 the Company has not received anycomplaints of sexual harassment. The Company has complied with provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

PUBLIC DEPOSITS

During the FY under review the Company has not accepted any deposits from the publicand as such there are no outstanding deposits in terms of the Companies (Acceptance ofDeposits) Rules 2014.

SHARE CAPITAL

The Paid up Equity Share Capital of the Company as on March 31 2021 was 41492000(Four Crores Fourteen Lakhs Ninety-Two Thousand). During the FY under review there wereno changes in the share capital and the Company has not bought back any of its securitiesor issued any Sweat Equity Shares or provided any Stock Option Scheme to the employees.MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report for the year under review is annexed to this Report as "Annexure-IV".

CORPORATE GOVERNANCE

Since the Company has listed its securities on SME platform the provisions ofCorporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) ofRegulation 46 (2) and para C D and E of Schedule V of the Listing Regulations are notapplicable to the Company for the financial year ended 31st March 2021.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There were no significant and material orders passed by the Regulators/Courts/Tribunalsthat would impact the going concern status of the Company and its future operations.

PREVENTION OF INSIDER TRADING:

In compliance with the provisions of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015 as amended the Company has formulatedand adopted the revised "Code of Conduct to regulate monitor and report trading bydesignated persons in Listed or Proposed to be Listed Securities" of the Company("the Insider Trading Code"). The object of the Insider Trading Code is to setframework rules and procedures which all concerned persons should follow while tradingin listed or proposed to be listed securities of the Company. During the year the Companyhas also adopted the Code of Practice and Procedures for Fair Disclosure of UnpublishedPrice Sensitive Information ("the Code") in line with the SEBI (Prohibition ofInsider Trading) Amendment Regulations 2018 and formulated a Policy for determination of‘legitimate purposes' as a part of the Code. The Code also includes policy andprocedures for inquiry in case of leakage of Unpublished Price Sensitive Information(UPSI) and aims at preventing misuse of UPSI. The Code is available on the Company'swebsite www.medicoremedies.com

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into with related parties as defined under the Companies Act2013 during the financial year were in the ordinary course of business and on an arm'slength pricing basis and do not attract the provisions of Section 188 of the CompaniesAct 2013. There were no materially significant transactions with the related partiesduring the financial year which were in conflict with the interest of the Company andhence enclosing of Form AOC-2 is not required. Suitable disclosure as required by theAccounting Standard (AS 18) has been made in the notes to the Financial Statements.

PARTICULARS OF EMPLOYEES:

Disclosures pertaining to remuneration and other details are required under Section197(12) of the Act read with Rule 5(1) and 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is forming part of the Directors' Reportfor the year ended 31st March 2021 and is annexed to this Report and marked as "AnnexureV". During the financial year 2020-21 no employee whether employed for whole orpart of the year was drawing remuneration exceeding the limits mentioned under Section197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere appreciation for thecommitment dedication and hard work done by the employees more particularly ensuringbusiness as usual in spite of COVID-19 impact. The Directors take this opportunity toexpress their grateful appreciation for the encouragement cooperation and supportreceived from all the stakeholders including but not limited to the Governmentauthorities bankers customers suppliers and business associates. The Directors arethankful to the esteemed shareholders for their continued support and the confidencereposed in the Company and its management

For and on behalf of the Board
Sd/-
Haresh Mehta
Chairman & Whole-Time Director
DIN: 01080289
Date: 30th August 2021
Place: Mumbai

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