Mar 31, 2023
The directors take pleasure in presenting the Thirtieth (30th) Boardâs Report on the business and operations of your Company (the "Company" or "MBL"), along with the audited financial statements for the FYended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required in the report.
Amount in Rs. Lakhs |
||||
Particulars |
Standalone |
Consolidated |
||
2022-23 |
2021-22 |
2022-23 |
2021-22 |
|
Revenue from operations |
13,788.40 |
11,544.53 |
14,086.74 |
11,544.53 |
Other Income |
246.22 |
172.01 |
246.22 |
172.02 |
Total Income |
14,034.62 |
11,716.54 |
14,332.96 |
11,716.55 |
Profit Before Finance Cost, Depreciation and Tax |
2,660.90 |
2,527.56 |
2,633.43 |
2,526.68 |
Finance Cost |
292.27 |
140.06 |
292.27 |
140.06 |
Depreciation |
635.35 |
577.14 |
636.66 |
577.14 |
Profit before exceptional items and tax |
1,733.28 |
1,810.36 |
1,704.50 |
1,809.48 |
Exceptional Items |
- |
- |
- |
- |
Profit Before Tax |
1,733.28 |
1,810.36 |
1,704.50 |
1,809.48 |
369.96 |
397.70 |
369.96 |
397.69 |
|
Deferred Tax |
(136.88) |
(77.98) |
(138.31) |
(77.98) |
Profit for the year |
1,500.20 |
1,490.64 |
1,472.85 |
1,489.77 |
On a consolidated basis, the revenue for 2022-23 was '' 14,086.74 Lakhs, higher by 22.02% over the previous yearâs revenue of '' 11,544.53 Lakhs. The profit after tax (PAT) attributable to shareholders for 2022-23 and
2021- 22 was ''1472.85 Lakhs and '' 1489.77 Lakhs respectively. The PAT attributable to shareholders for
2022- 23 was experiencing a regression of (1.13)% over the PAT of 2021-22.
On standalone basis, the revenue for 2022-23 was '' 13,788.40 Lakhs, higher by 19.43% over the previous yearâs revenue of '' 11,544.53 Lakhs. The profit after tax (PAT) attributable to shareholders for 2022-23 and
2021- 22 was '' 1500.20 Lakhs and '' 1490.64 Lakhs respectively. The PAT attributable to shareholders for
2022- 23 was registering a growth of 0.64% over the PAT of 2021-22.
3. 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 under review.
4. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and
date of this report. There have been no changes in the nature of business of the Company.
The Directors are pleased to recommend a dividend of '' 1 per share (i.e. 10%) on the Equity Shares of the Company of '' 10 each for the year ended March 31, 2023 (previous year '' 1 per share i.e. 10%). If the dividend, as recommended above, is declared at the ensuing Annual General Meeting (''AGMâ), the total outflow towards dividend on Equity Shares for the year would be '' 126.51 Lakhs (previous year '' 122.16 Lakhs).
6. DIVIDEND DISTRIBUTION POLICY
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''SEBI Listing Regulationsâ), the Board of Directors of the Company have adopted a Dividend Distribution Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company under the ''Investorsâ section at https://medicamen.com/ wp-content/uploads/2021/12/Dividend-Distribution-Policy.pdf
The Basic EPS of the Company stood at '' 12.04 at standalone level and basic EPS at consolidated level stood at '' 11.92 for the FY ended March 31,2023.
The Board of Directors have decided to retain the entire amount of profits for2022-23 in the profit and loss account.
Your company has not accepted any deposit falling within the meaning of Section 73 or 74 of the Act during the year 2022-23 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
lO.l.The particulars of Share Capital of the Company are as follows:
Particulars |
Amount (in '') |
Authorized Share Capital (1,50,00,000 Equity Shares of '' 10 each) |
15,00,00,000 |
Issued, Subscribed and Paid-up Share Capital (1,26,51,100 Equity Shares of '' 10 each) |
12,65,11,000 |
The Paid-up Equity Share Capital as on March 31, 2023 was '' 1265.1 1 Lakhs |
10.2. Shares allotted during the 2022-23:
During the financial year, the Company underwent a change in its capital structure by issuing 4,34,500 Equity Shares and 63,500 Convertible Warrants. The proceeds of the preferential issue shall be utilized to meet funding requirement for creating its own marketing network in ten Francophone countries i.e., Ivory Coast, Ghana, Senegal, Cameroon, Burkina Faso, Benin, Togo, Niger, Mauritania and Mali by using distributing network of Euro Pharma, Paris and to augment the enhanced working capital requirement of the Company due to increase in scale of operations. With this new capital infusion, the Company is well-positioned to take advantage of new growth opportunities and enhance shareholder value in the future.
11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
At the end of the year under review, the Company had the following 2 (Two) subsidiaries namely Opal Pharmaceuticals Pty Ltd. and Medicamen Life Sciences Private Limited. There are no associate and joint venture companies within the meaning of section 2(6) of the Companies Act, 2013.
Medicamen Life Sciences Private Limited Medicamen Life Sciences Private Limited (''MLS'') was incorporated on August 12, 2022 and reported a turnover of '' 2.98 Crores for 2022-23.
The Company was incorporated for marketing of Pharmaceuticals products in domestic market.
OPAL Pharmaceuticals Pty Ltd.
In September 2019, the Company acquired OPAL Pharmaceuticals Pty Ltd, a wholly owned subsidiary and said acquisition provided access to the Company to enter and penetrate into Australian markets and creates its presence worldwide.
A statement in Form AOC-1 as required under Section 129 (3) of the Companies Act, 2013 containing silent features of the financial statements of the subsidiary companies forming part of the this Annual Report in Annexure-A
12. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company and its subsidiary companies is prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (''Ind ASâ). The Audited Consolidated Financial Statements together with the Auditorâs Report thereon forms part of this Annual Report.
The Annual Financial Statements of the subsidiary and related detailed information will be made available to Members seeking information till the date of the AGM. They are also available on the website of the Company at https://www.medicamen.com//. The Consolidated Financial Statements reflect the operations of OPAL Pharmaceuticals Pty Ltd. and Medicamen Life Sciences Private Limited.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or under the SEBI Listing Regulations. The Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.
During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. Rahul Bishnoi and Mr. Ashwani Kumar Sharma Non-Executive Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible offer himself for re-appointment.
The Board has recommended his re-appointment. Director(s) Disclosure
Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company Independent Directors'' Declaration Mr. Harish Pande, Mr. Arun Kumar, Mrs Sumita Dwivedi, Mrs. Sangeeta Bishnoi and Dr Ravi Kumar Bansal, Independent Directors of the Company, have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.
Statement regarding opinion of the Board with regard to integrity, expertise and experience of the Independent Directors:
With regard to integrity, expertise and experience of the Independent Directors for the Financial year 2022-23, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.
During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board.
Certificate from Company Secretary in practice:
The Certificate on Non - Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI Listing Regulations is published elsewhere in the Annual Report.
Key Managerial Personnel (âKMP''):
In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:
⢠Mr. Rajesh Madan, Chief Executive Officer
⢠Mr. Pratap Singh Rawat, Chief Financial Officer
⢠Ms. Parul Choudhary, Company Secretary
a. Composition of the Board
The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors.
As on March 31,2023, the Board comprised of Ten Directors including Five Independent Directors which includes Independent Woman Director and the Non-Executive Chairman.
The present strength of Board of Directors of the Company is as follows: |
||||
S. No |
DIN |
Name of the Directors |
Category |
Designation |
1. |
00317960 |
Mr. Rahul Bishnoi |
Non-Executive |
Chairperson |
2. |
08274190 |
Dr. Vimal Kumar Shrawat |
Non-Executive |
Non-Independent Director |
3. |
00325634 |
Mr. Ashwani Kumar Sharma |
Non-Executive |
Non-Independent Director |
4. |
00318015 |
Mr. Suresh Kumar Singh |
Non-Executive |
Non-Independent Director |
5. |
00121667 |
Mr. Sanjay Bansal |
Non-Executive |
Non-Independent Director |
6. |
01575625 |
Mr. Harish Pande |
Non-Executive |
Independent Director |
7. |
07031730 |
Mr. Arun Kumar |
Non-Executive |
Independent Director |
8. |
08218640 |
Ms. Sumita Dwivedi |
Non-Executive |
Independent Director |
9. |
08288998 |
Ms. Sangeeta Bishnoi |
Non-Executive |
Independent Director |
10. |
08462513 |
Dr. Ravi Kumar Bansal |
Non-Executive |
Independent Director |
b. Meetings of the Board
The Board of Directors duly met 7 times during the financial year from April 01,2022 to March 31, 2023. The dates on which the meetings were held are May 25, 2022; August 01, 2022; August 10, 2022; September 12, 2022; November 1 1, 2022; January 31,2023 and February 10, 2023
c. Procedure for Nomination and Appointment of Directors:
The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects indepth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.
The NRC is also responsible for reviewing the profile of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.
d. Criteria for determining Qualifications, Positive Attributes and Independence of a Director:
The NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations.
Independence: In accordance with the above criteria, a Director will be considered as an ''Independent Directorâ if he / she meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations.
Qualifications: A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgement. Independent Directors are also expected to abide by the ''Code for Independent Directorsâ as outlined in Schedule IV to the Act.
e. Annual evaluation of board performance and performance of its committees and directors:
Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.
The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.
f. Remuneration Policy
The Company has adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations and the same is available on the Companyâs website at https://medicamen. com/wp-content/uploads/2019/02/Nomination-and-remuneration-policy.pdf.
S. No |
Name of the Director |
1. |
Mr. Harish Pande |
2. |
Mr. Arun Kumar |
3. |
Ms. Sumita Dwivedi |
S. Name of the Director No
1. Mr. Harish Pande
2. Mr. Suresh Kumar Singh
3. Mr. Sanjay Bansal
4. Mr. Rajesh Madan
As required under the provisions of the Act and the SEBI Listing Regulations, as on March 31, 2023, the Board has the following committees:
In terms of Section 177 of the Companies Act, 2013, the Board of Directors has constituted an Audit Committee comprising of 3 Directors as below:
S. No |
Name of the Director |
1. |
Mr. Harish Pande |
2. |
Mr. Arun Kumar |
3. |
Ms. Sumita Dwivedi |
All the recommendation made by of the Audit Committee were accepted by the Board.
During the year i.e. from April 01, 2022 to March
31,2023, Audit committee met 4 times on May 25, 2022; August 10, 2022; November 1 1, 2022 and February 10, 2023.
⢠Nomination & Remuneration Committee
In terms of Section 178 of the Companies Act, 2013, the Board of Directors had constituted Nomination & Remuneration Committee comprising of 3 Directors as below:
S. No |
Name of the Director |
1. |
Mr. Harish Pande |
2. |
Mr. Arun Kumar |
3. |
Ms. Sumita Dwivedi |
During the year i.e. from April 01, 2022 to March
31,2023, Audit committee met 4 times on May 25, 2022; August 10, 2022; November 1 1, 2022 and February 10, 2023.
⢠Risk Management Committee
The Board of Directors has constituted Risk Management Committee comprising of 03 Directors as below:
S. No |
Name of the Director |
1. |
Mr. Harish Pande |
2. |
Mr. Arun Kumar |
3. |
Ms. Sumita Dwivedi |
During the year i.e. from April 01,2022 to March 31, 2023, Audit committee met 2 times on November 1 1,2022 and February 10, 2023.
⢠Stakeholders'' Relationship Committee:
The Board of Directors has constituted Stakeholdersâ Relationship Committee comprising of 3 Directors as below:
During the year i.e. from April 01, 2022 to March 31, 2023, Stakeholders Relationship committee met 8 times on April 24, 2022, June 16, 2022, August 25, 2022, September 14, 2022, October 31, 2022, January 09, 2023, February 09, 2023 and February 22, 2023.
⢠Corporate Social Responsibility (CSR)
In terms of Section 135 of the Companies Act, 2013 the Board of Directors had constituted Corporate Social Responsibility Committee comprising of 3 Directors and 1 member as below:
During the year i.e. from April 01, 2022 to March
31,2023, Audit committee met 4 times on May 25, 2022; August 10, 2022; November 1 1, 2022 and February 10, 2023.
16. INTERNAL FINANCIAL CONTROLS
The Company has a formal framework of Internal Financial Control in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to Internal Financial Control.
Accordingly, the Company has a well-placed, proper and adequate Internal Financial Control system, which ensures:
⢠The orderly and efficient conduct of its business,
⢠Safeguarding of its assets,
⢠The prevention and detection of frauds and errors,
⢠The accuracy and completeness of the accounting records and
⢠The timely preparation of reliable financial information.
The Board reviews the effectiveness of controls documented as part of Internal Financial Control framework, and take necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment.
Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our Internal Financial Control. The management has also come to a conclusion that the Internal Financial Control and other financial reporting was effective during the year and is adequate considering the business operations of the Company.
(1) Statutory Auditors
At the 29th (Twenty Ninth) AGM held on September 27, 2022, the members had approved the appointment of M/s Rai Qimat & Associates, Chartered Accountants, Gurugram, (Firm Registration No. 013152C) as the Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the 34th (Thirty Forth) AGM to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company.
Pursuant to the amendments of Section 139 of the Companies Act, 2013 by the Companies Amendment Act, 2017 notified on May 07, 2018, the requirement of ratification of their appointment by the Members has been withdrawn.
(2) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s AMJ & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for 2022-23.
(3) Cost Auditor
The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (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 of its business and accordingly such accounts and records are made and maintained.
In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s SPB & Co., Cost Auditors (Firm Registration No. 102586), being eligible, to conduct Cost Audits relating to Drugs and Pharmaceuticals of the Company for the year ending March 31, 2024. The Company has
received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.
The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s SPB & Co., Cost Auditors as set out in the Notice of the 30th AGM of the Company. M/s SPB & Co., Cost Auditors, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an armâs length relationship with the Company. The remuneration payable to the Cost Auditors is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution for seeking Membersâ ratification for the remuneration payable to M/s SPB & Co is included in the Notice of the 30th AGM forming part of this Annual Report.
(4) 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 Audit Committee has re-appointed M/s Cheena & Associates, Cost Accountants (Firm Registration Number: 00397) as the Internal Auditors of your Company.
18. AUDITORS'' REPORT AND SECRETARIAL AUDITORS''REPORT:
(1) Auditor''s Report:
The Auditorsâ Report for Financial Year 2023 of M/s Rai Qimat & Associates on the Financial Statements of the Company for 2022-23 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.
(2) Secretarial Auditors'' Report:
The Company has undertaken an audit for the Financial Year 2023 as required under the Act and the SEBI Listing Regulations. The Secretarial Auditorsâ Report for 2022-23 does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report of M/s AMJ & Associates,
Practicing Company Secretaries (CP No. 5629) for the financial year ended March 31, 2023 is enclosed to this report. Kindly refer to Annexure B.
(3) Instances of fraud reported by the Auditors:
During the 2022-23, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Act to the Central Government or the Audit Committee under Section 143(12) of the Companies Act.
(4) Annual Secretarial Compliance Report:
The Annual Secretarial Compliance Report for the Financial Year 2023 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.
The Annual Secretarial Compliance Report issued by M/s AMJ & Associates, Practicing Company Secretary (CP No.5629) was already submitted to the Stock Exchanges within 60 days of the end of the Financial Year.
19. VIGIL MECHANISM AND WHISTLEBLOWER POLICY
The Company has put in place a Whistle Blower Policy and has established the necessary Vigil Mechanism in accordance with the provision of Section 177 (9) & (10) of the Companies Act, 2013 and as prescribed under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimization of employees who avail of mechanism. No person has been denied access to the Chairman of the audit committee.
Details of the Vigil Mechanism and Whistle Blower Policy are made available on the Companyâs website at https:// medicamen.com/wp-content/uploads/201 9/02/ Whistle-Blower-Policy.pdf.
There were no changes in the credit ratings of the Company during the year under review. As on March 31, 2023, the Company had a short-term credit rating of CRISIL A3 and a long-term rating of CRISIL BBB-/ Stable by CRISIL Limited for bank loan facilities aggregating to '' 42 Crores.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.
22. RELATED PARTY TRANSACTIONS
In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The Policy can be accessed on the Companyâs website at https:// medicamen.com/wp-content/uploads/201 9/02/ Related-Party-Transaction-Policy.pdf.
During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at armâs length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an armâs length basis. During the year under review there were no material related party contracts entered into by the Company requiring shareholdersâ approval. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure Câ in Form No. AOC-2 and the same forms part of this report.
Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Annual Report 2022-23
In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of RPTs on a consolidated basis, as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.
The Board of Directors has formed an internal risk management committee to identify, evaluate, mitigate and monitor the risk management in the Company. The committee comprises cross-functional membership from the senior management of the Company. The primary objectives of the Committee are to assist the Board in the following:
⢠To provide an oversight for all categories of risk and promulgate risk culture in the organization.
⢠To adopt leading risk management practices in the industry and manage risk proactively at organizational level.
⢠Help to develop a culture of the enterprise that all levels of people understand risks.
⢠Provide input to management of risk appetite and tolerance and monitor the organizationâs risk on
an ongoing basis.
⢠Monitor risks and risk management capabilities and mitigation plans.
24. DIRECTORS'' RESPONSIBILITY STATEMENT
In terms of Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31,2023:
(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
25. GOVERNANCE, COMPLIANCE AND ETHICS
The Governance, Corporate Secretarial and Legal functions of the Company ensure maintenance of good governance within the organisation. They assist the business in functioning smoothly by ensuring compliance and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.
The Company has also adopted the governance guidelines on Board effectiveness to fulfil its responsibility towards its stakeholders. With a view to uphold human rights as an integral aspect of doing business, being committed to respect and protect human rights and remediate adverse human rights impact resulting from or caused by the Companyâs businesses, the Board adopted ''Business Responsibility
Policyâ during the year under review.
In compliance with the SEBI Listing Regulations, the Corporate Governance Report and the Auditorâs Certificate form part of this Annual Report.
26. MANAGEMENT DISCUSSION & ANALYSIS
Various business aspects including market conditions, business opportunities, challenges etc. have been discussed at length in the Managementâs Discussion and Analysis (MD&A), which forms part of this Annual Report.
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31,2023 is available on the Companyâs website at https://www. medicamen.com/MGT2023.htm.
28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In pursuance of Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and
Sustainability Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective is enclosed to this report. Kindly refer to Annexure D. The web-link for the same has been disclosed separately at the end of this report.
29. POLICY ON PREVENTION, PROHIBITION ANDREDRESSAL OF SEXUAL HARASSMENT ATWORKPLACE
The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, the Company did not receive any sexual harassment complaints.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
The evaluation of all the Directors, Committees, Chairperson of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Committee.
The Board sought the feedback of Directors on various parameters including:
i. Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.)
ii. Structure, composition and role clarity of the Board and Committees;
iii. Extent of co-ordination and cohesiveness between the Board and its Committees;
iv. Effectiveness of the deliberations and process management;
v. Board/Committee culture and dynamics; and
vi. Quality of relationship between Board Members and the Management.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.
In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairperson of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors. The NRC reviewed the performance of the individual directors and the Board as a whole.
In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.
(a) Transfer to Investor Education and Protection Fund
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF")
Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive
years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.
The details of unclaimed dividends and shares transferred to IEPF are as follows:
Financial |
Amount of Unclaimed |
Number |
Year |
Dividend Transferred (?) |
of Shares transferred |
2009-10 |
2,87,303.25 |
1,34,393 |
Members/ claimants whose shares, unclaimed dividend, sale proceeds of fractional shares etc. have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/ Claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Companyâs Registrar and Transfer Agent:
Financial Year |
Date of Declaration |
Last date for claiming Unpaid Dividend |
2017-18 |
August 02, 2017 |
September 01, 2024 |
2018-19 |
September 25, 2019 |
October 25, 2026 |
2019-20 |
September 25, 2020 |
October 25, 2027 |
2020-21 |
September 25, 2021 |
October 25, 2028 |
2021-22 |
September 27, 2022 |
October 25, 2029 |
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as "Annexure E" which forms part of this Report.
35. PARTICULARS OF EMPLOYEES AND REMUNERATION
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in the "Annexure F" to this Report.
36. CORPORATE SOCIAL RESPONSIBILITY
Your Company believes in being socially accountable to all its stakeholders and enhancing its positive impact on Society. Details of CSR activities undertaken during the year are annexed to this report as Annexure - G in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at: https:// medicamen.com/wp-content/uploads/2019/02/CSR-POLICY.pdf.
37. HUMAN RESOURCE DEVELOPMENT
Attracting, enabling and retaining talent has been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.
The Company had total 388 employees as on March 31,2023.
Your Company enjoys the status of "One Star Export House"
40. POLICIES AS PER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted the following policies currently which are available on the portal of the Company (www. medicamen.com).
⢠Policy for Preservation of Documents.
⢠Whistle Blower Policy.
⢠Policy on Performance Evaluation.
⢠Policy on Risk Management.
⢠Policy on Remuneration of Directors and Key Managerial personal.
⢠Policy on Archival of Documents.
⢠Policy on Material Related Party Transactions.
⢠Terms and condition of appointment of Independent Directors
⢠Policy on Sexual harassment of Women at Workplace.
⢠Code of Insider Trading.
Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with the Companies (Management and administration) Rules, 2014 as may be amended from time to time which permit the paperless compliances and also service of notice/documents (including annual report) through electronic mode to its shareholders.
Your Directors hereby once again appeal to all those members who have not registered their e mail address so far are requested to register their email address in respect of electronic holding with their concerned Depository participants and /or with the Company.
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companyâs website www.medicamen.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.
The Directors appreciate and value the contribution, dedication, hard work, and commitment made by all the employees and acknowledge the support extended by them during these challenging times.
The Directors would also like to place on record their
appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, farming community, business partners, shareholders, customers and other stakeholders. The Directors look forward to continuance of the supportive relations and assistance in the future.
Mar 31, 2018
The Directors have pleasure in presenting their Twenty Fifth Annual Report of the Company together with the Audited Financial Statement for the financial year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
PARTICULARS |
2017-18 |
2016-17 |
Turnover |
11,160.97 |
8,245.79 |
Other Income |
188.79 |
30.66 |
Expenditure |
9,513.16 |
7,144.15 |
Profit before Interest, Depreciation & Preliminary Expenditure written off |
1,836.60 |
1,131.3 |
Interest |
240.81 |
303.20 |
Depreciation |
205.79 |
192.23 |
Profit/(Loss) before Tax |
1,390.00 |
635.87 |
Less : Provision for Deferred Tax |
(23.05) |
(9.78) |
Provision for Taxation-current |
401.78 |
129.64 |
Profit/(Loss) after Tax |
1,011.27 |
516. 01 |
2. PERFORMANCE REVIEW:
The Company has continued to grow despite a challenging environment. Gross turnover of your Company has increased by 35.35% during the year 2017-18. The Company was able to achieve increase in profit of 95.98% during the year as per compared last year profit.
3. DIVIDEND:
The Board of Directors has paid 10% of interim dividend of Rs. 1 per equity share during the financial year 2017-18 amounting to Rs. 1,33,23,851.97/- (inclusive of dividend distribution tax of Rs. 22,53,851.97/-).
4. RESERVES:
During the financial year ended on 31st March, 2018 no such amounts being transferred to Reserve.
5. CAPITAL:
During the financial year under review the Company has issued 551394 equity shares of Rs. 56/-per share (including a premium of Rs. 46/- each), 306000 equity shares of Rs. 546/- per share (including a premium of Rs. 536/- each) and 3,24,000 equity shares of Rs. 618/- per share (including a premium of Rs. 608/-). The paid up equity Capital of the Company as on 31st March, 2018 is of Rs. 11,70,00,000/- divided into 1,17,00,000 equity shares of Rs. 10/- each.
6. DEPOSITS:
Your Company has not accepted any deposits from the public falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There have been no changes in the nature of business of the Company.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ) is presented in a separate section, forming part of the Annual Report.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiaries, Joint Venture and Associate Companies during the period under review.
10. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e SS-1 and SS-2, relating to âMeeting of the Board of Directors'' and âGeneral Meetingsâ respectively, have been duly followed by the Company.
11. 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 have been followed along with proper explanation relating to material departures,
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2018 and of the profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts/financial statements on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
12. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report.
13. PERFORMANCE EVALUATION
The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which include criteria for performance evaluation of Non-Executive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.
The Board carried out an annual performance evaluation of the Board, committees, Individual directors and the chairperson. The Chairman of the respective Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Committees.
The report on performance evaluation of the individual Directors was reviewed by the Chairman of the Board and feedback was given to Directors.
14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The detail of programme for familiarisation of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put on the website of the Company at the www.medicamen.com.
15. AUDITORS:
a) Statutory Auditors
M/s Rai Qimat & Associates, Chartered Accountants was appointed as Auditor of the Company, for a term of 5 consecutive years, at the Annual General Meeting held on 13th day of September, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.
The notes on financial statements referred to in the Auditor''s report are self explanatory and do not call for any further comments. The Auditor''s report does not contain any qualification, reservation and adverse remark or disclaimer.
The Auditor has suggested to follow the Ind AS. The Company has adopted all the Ind AS except Ind AS on Preliminary Expenses, Pre-operative Expenses and Miscellaneous Expenses. The said expenses were not significant. The Company has deferred adoption of Ind AS on the Preliminary Expenses, Pre-operative Expenses and Miscellaneous Expenses and has decided to implement the above Ind AS in financial year 2018-19.
b) Secretarial Auditor
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 appointed M/s AMJ & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended 31st March, 2018 is annexed herewith as âAnnexure Aâ. The Secretarial Auditor report does not contain any qualification, reservation, adverse remark or disclaimer.
c) Cost Auditor
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 had appointed by the board for the Financial Year 2018-19.
Cost Audit for the Financial Year 2017-18 underway and report is expected to be submitted before 30th September of this year.
16. BUSINESS RISK MANAGEMENT
The Company has elaborate Risk Management Frameworks, which is designated to enable risk to be identified, assessed and mitigated appropriately. The Audit Committee of the Company has been entrusted with the responsibility to assist to board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risks that the organisation faces such as strategic and commercial, safety and operations, Compliance and control and financial risk have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.
More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Management''s Discussion and Analysis section.
17. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on arms'' length basis.
During the year, the Company had not entered into any contract/arrangements/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
There were no materially significant related party transactions which could have potential conflict with interest of the Company.
In terms of Section 188(1) of the Companies Act, 2013 in FORM AOC-2 (Pursuant to clause (h) of sub section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, no transactions to be reported in form AOC-2 and detailed related party transactions as per the Accounting Standard-18 are set out in Financial Statement.
18. EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form No. MGT-9 forming part of this Annual Report as " Annexure Bâ.
19. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP''s) APPOINTMENT/RE-APPOINTMENT OR RESIGNATION:
The Board of Directors is duly constituted during the year under review. All independent Directors have given declaration that they meet the criteria of Independent as laid down under Section 149(6) of the Companies Act, 2013 (The Act) and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015. Based upon the disclosures provided by the Directors, none of them are disqualified from being appointed as Directors of the Company under Section 164 of the Act.
a) Appointment/ Resignations:
Ms. Kiran, Company Secretary of the Company has resigned from the post of Company Secretary w.e.f. 31st January, 2018, in her place Ms. Parul Choudhary was appointed as Company secretary of the Company w.e.f 12th February, 2018.
Mr. Ashutosh Gupta, Director of the Company has resigned from the directorship w.e.f 12th February, 2018.
a) Retirement by rotation:
In term of Section 152 of the Companies Act, 2013 Mr. Sanjay Bansal and Mr. Suresh Kumar Singh retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment board recommend their re-appointment for approval of members.
20. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit committee comprises of three Directors out of these Mr. Harish Pande (Chairman), Mr. Arun Kumar, Mrs. Usha Pande are the Independent Directors of the Company and Mr. Ashutosh Gupta who was Non Executive- Non Independent Director of the Company and member of the Audit Committee has resigned from the respective post w.e.f 12th February, 2018.
All the recommendations made by the Audit Committee were accepted by the Board. Further details on the committee are given in the Corporate Governance Report.
21. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The detailed policy has uploaded on website of the Company i.e. www.medicamen.com.
22. MEETINGS
During the year Eleven Board Meetings and Five Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The particulars of meeting held and attended by each Director are detailed in the Corporate Governance Report, which form part of this Report.
23. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Internal Financial controls are an integrated part of the risk management process, addressing financial and financial reporting risk. The internal financial controls have been documented, digitized and embedded in the business processes.
A detailed note has been provided under Management Discussion and Analysis Report.
24. 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 employees of the Company, will be provided upon request.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure âCâ .
25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED
No loans given, Investment made, guarantees given and securities provided during the year under review.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted a Whistle Blower Policy, to provide a formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimisation of employees who avail of the mechanism 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 Audit Committee.
27. UNCLAIMED DIVIDEND
(a) Transfer to Investor Education and Protection Fund
Members are hereby informed that under the Act, the Company is obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid or unclaimed for a period of seven years from the date of such transfer to the Unpaid Dividend Account, to the credit of the Investor Education and Protection Fund (âthe Fund'') established by the Central Government.
As per the above provisions, all unclaimed dividend for Rs. 2,87,303.25/-which was declared in financial year 2009-10 has been transferred by the Company to the IEPF Fund.
Further, 1,34,393 shares in respect of which dividend remained unclaimed for seven consecutive years or more have also been transferred to the IEPF Demat Account.
Members/ claimants whose shares, unclaimed dividend, sale proceeds of fractional shares etc. have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/ Claimant can file only one consolidated claim in a financial year as per the IEPF Rules.
(b) Unclaimed Interim Dividend
Members are hereby further informed that during the year your Board of Directors have declared interim dividend of Rs. 1/- (10%) per equity share of Rs. 10/- each. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 2018 are requested to make their claims to the Company without any delay, to avoid transfer of their dividend/shares to the Fund/ IEPF Demat Account.
It may be noted that interim dividend for the financial year 2017-18 declared on 2nd August, 2017 and can be claimed by the Members by 1st August, 2024.
(c) Details of Unclaimed Dividend on Website
In order to help Members to ascertain the status of unclaimed dividends declared in financial year 2009-10 & 2017-18 the Company has uploaded the information in respect of unclaimed dividends on the website of Investor Education and Protection Fund, www.iepf.gov.in and under "Investor Relationsâ Section and on the website of the Company, www.medicamen.com.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
29. PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
30. CORPORATE SOCIAL RESPONSIBILITY
Medicamen considers Social responsibility as an integral part of its business activities and endeavours to utilise allocable CSR budget for the benefit of the Society.
During the year company required to incur Rs. 4,79,436/- under CSR activities, as prescribed under section 135 of the Companies Act, 2013, is yet to be incurred. During the year it is pending due to small amount and company was not able to get any suitable projects for CSR activities.
For this reason, during the year, the Company''s spend on the CSR activities has been NIL as limits prescribed under the Companies Act 2013.
The Company will endeavour to contribute on CSR activities in accordance with the statutory requirements.
31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed with BSE Limited. We confirm that, your Company has paid the listing fees for the financial year 2018-19 as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pursuant to Section 134(m) of the Companies Act, 2013 read together with 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 Dâ.
34. GENERAL
Directors state that no disclosure or reporting is required in respect of the following matters as there were no transaction on these items during the year under review:-
i. Details related to deposits covered under Chapter V of the Act.
ii. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Plan referred to in this report.
iv. The Company does not have any scheme of provisions money for the purchase of its own shares by employees or by trustees for the benefit of employees.
v. No fraud has been reported by the Auditors to the Audit Committee or the Board.
ACKNOWLEDGEMENT
The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.
For and on behalf of the Board of Directors
Sd/- Sd/-
(Rahul Bishnoi) (Ashwani Kumar Sharma)
Place: New Delhi Chairman Director
Date: 25 th July, 2018 DIN: 00317960 DIN: 00325634
Mar 31, 2017
Dear Shareholders,
The Directors have pleasure in presenting their Twenty Fourth Annual Report of the Company together with the Audited Financial Statement for the financial year ended 31st March, 2017.
FINANCIAL HIGHLIGHT
(Rs. In lakhs)
PARTICULARS |
2016-17 |
2015-16 |
Turnover |
8,245.57 |
6,727.59 |
Other Income |
30.66 |
70.02 |
Expenditure |
7,144.93 |
6,226.60 |
Profit before Interest, Depreciation & Preliminary Expenditure written off |
1,131.3 |
571.01 |
Interest |
303.20 |
310.14 |
Depreciation |
192.23 |
189.69 |
Profit/(Loss) before Tax |
635.87 |
71.18 |
Less: Provision for Deferred Tax |
(9.78) |
8.73 |
Provision for Taxation-current |
129.64 |
14.36 |
Provision for Taxation-Previous Year |
0.00 |
0.00 |
Profit/(Loss) after Tax |
516. 01 |
48.09 |
Profit/(Loss) brought forward from the previous year |
580.14 |
532.05 |
Profit/(Loss) carried over to Balance Sheet |
1,096.15 |
580.14 |
PERFORMANCE REVIEW:
During the year under review the Company posted remarkable performance and continued to grow on different parameters. After taken over by the New Promoters, the new team dedicatedly worked in last year and able to achieve the turnover of your Company of Rs. 82.46 crores and managed to earn a profit of Rs. 5.16 crores.
DIVIDEND:
In view of the future needs of funds for growth of the Company, Directors do not recommend any dividend, for the financial year 2016-17.
RESERVES:
During the financial year ended on 31st March, 2017 no such amounts being transferred to Reserve.
CAPITAL:
During the financial year under review the Company has issue 525000 equity share of Rs.56/-per share (including a premium of Rs.46/- each). The paid-up equity Capital of the Company as on 31st March, 2017 is of Rs.10,51,86,060/-divided into 10518606 equity shares of Rs.10/- each.
Subsequent to the closure of financial year, Company has converted 551394 convertible warrants in to equity shares of Rs.56/-per share (including a premium of Rs.46/- each). Consequent upon the conversion of warrants in to equity shares, the present paid up share capital of the Company being increased to 11,07,00,000/- divided into 11070000 equity shares of Rs.10/- each.
DEPOSITS:
Your Company has not accepted any deposits from the public falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required by Securities Exchange Board of India (Listing Obligations and Disclosures Requirement) Regulations, 2015 is incorporated herein by reference and forms as integral part of this report.
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 have been followed along with proper explanation relating to material departures,
ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2017 and of the profit or loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts/financial statements on a going concern basis.
v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
AUDITORS:
a) Statutory Auditors
M/s Ashok Sharma & Associates, Chartered Accountants, the Statutory Auditors, who have been appointed at the Annual General Meeting, held on 23rd September, 2016 up to the date of ensuing Annual General Meeting. The Board places on record their appreciation for the valuable contribution on the Audit and review front made by M/s Ashok Sharma & Associates during their long association with the Company.
Further, the Board has consented to recommend to the Members the appointment of M/s Rai Qimat & Associates, Chartered Accountants, as the statutory auditors of the Company for a period of 5 years from the conclusion of 24th Annual General Meeting up to the conclusion of the 29th Annual General Meeting subject to ratification of their reappointment by the members at each AGM to be held between the above periods. M/s. Rai Qimat & Associates has confirmed that they in compliance to the conditions provided in Section 139(1) read with Section 141 of the Companies Act, 2013 and hold the valid certificate issued by the Peer Review Board of The Institute of Chartered Accountant of India (ICAI).
The Board recommends for approval of Members, their appointment for a period of 5(five) years from the conclusion of 24th AGM till the conclusion of 29th AGM, subject to ratification by members at each AGM.
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 appointed M/s AMJ & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A". There are no qualifications, reservations and adverse remarks in the report.
c) Cost Auditor
Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014. M/s SBP & Co., Cost Auditors of the Company had appointed by the board for the Financial Year 2017-18.
Cost Audit for the Financial Year 2016-17 underway and report is expected to be submitted before September 30th of this year.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance along with the Auditors'' Certificate confirming compliance with corporate governance norms as stipulated under Regulation 34(3) and 53(f) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms a part of this Annual Report.
BUSINESS RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 and as per the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit Committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business and in compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large, so there is no Share holders approval is required.
In terms of Section 188(1) of the Companies Act, 2013 in FORM AOC-2 (Pursuant to clause (h) of sub section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, no transactions to be reported in form AOC-2 and detailed related party transactions as per the Accounting Standard-18 are set out in Note no. 39 of the Financial Statement.
The Board has formulated Policy on Related Party Transaction and the same is uploaded on the Company''s website at www.medicamen.com
EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form No. MGT-9 forming part of this Annual Report as "Annexure B".
DIRECTORS/KEY MANAGERIAL PERSONNEL (KMP''s) APPOINTMENT/RE-APPOINTMENT OR RESIGNATION:
The Board of Directors is duly constituted during the year under review. All independent Directors have given declaration that they meet the criteria of Independent as laid down under Section 149(6) of the Companies Act, 2013 (The Act) and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015. Based upon the disclosures provided by the Directors, none of them are disqualified from being appointed as Directors of the Company under Section 164 of the Act.
a) Appointment/ Resignations:
Company has appointed Mr. Rajesh Madan as Chief Executive Officer (CEO) of the Company and Mr. Himanshu Bansal as Chief Financial Officer (CFO) of the Company on 30.05.2016.
Mr. Klaus Snej Jensen, was appointed as Independent Director of the Company on 12.08.2016.
Subsequent to the closure of year, Mr. Ashok Babu Jha, Whole Time Director of the Company has resigned from the directorship, in his place Mr. Shri Prakash was appointed as Additional Director in Whole time capacity w.e.f 12th April, 2017 for the term of five year subject to the approval of Members.
b) Retirement by rotation:
In term of Section 152 of the Companies Act, 2013, Mr. Rahul Bishnoi and Mr. Ashwani Kumar Sharma retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment board recommend their re-appointment for approval of members.
PERFORMANCE EVALUATION OF BOARD OF DIRECTORS
The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirement), 2015 effective from 01.12.2015 states that the formal annual evaluation needs to be made by Board of its own performance and that of its committees and individual Directors, excluding the Directors being evaluated.
The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
The Directors expressed their satisfaction with the evaluation process.
FAMILIARISATION OF INDEPENDENT
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the www.medicamen.com.
COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit committee comprises of four Directors out of these Mr. Harish Pande (Chairman), Mr. Arun Kumar, Mrs. Usha Pande are the Independent Directors of the Company and Mr. Ashutosh Gupta is Non Executive Non-Independent Director of the Company.
All the recommendations made by the Audit Committee were accepted by the Board. Further details on the committee are given in the Corporate Governance Report.
NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The detailed policy has uploaded on website of the Company i.e. www.medicamen.com.
MEETINGS
During the year Eight Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The details of the attendance of Directors are provided in the Corporate Governance Report appended thereto.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, Company has appointed M/s Cheena & Associates, Chartered Accountant as Internal Auditor of the Company, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.
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 employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per Annexure "C".
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments, if any covered under section 186 of the Companies Act, 2013 and it have been disclosed in the financial statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named as Vigil Mechanism /Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism/Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
A high-level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board.
UNCLAIMED DIVIDEND
The Unclaimed Dividend in respect to the financial year 2009-10 is due for remittance to Investors'' Education & Protection Fund (IEPF) on 30th August, 2017 in terms of Section 125 of the Companies Act, 2013.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant, material orders passed by the Regulators or Courts, which would impact the going concern status of the Company and its future operations.
SUSTAINABILITY INITIATIVE
Your company is conscious of its responsibility towards preservation of Natural resources and continuously takes initiative to reduce consumption of electricity and water.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company during the year.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the Code.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities and Exchange Board of India (SEBI), the Reconciliation of Share Capital Audit is undertaken by a firm of Practicing Company Secretaries on quarterly basis. The audit is aimed at reconciliation of total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company. The Reconciliation of Share Capital Audit Reports as submitted on quarterly basis with the BST Limited.
CORPORATE SOCIAL RESPONSIBILITY
Provision under section 135 of the Companies Act, 2013 and Rules made there under are not applicable to the Company. Hence, no disclosure on Corporate Social Responsibility was taken on record.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
LISTING ON STOCK EXCHANGES
The Equity Shares of your Company are listed with BSE Limited. We confirm that, your Company has paid the listing fees for the financial year 2017-2018 as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information pursuant to Section 134(m) of the Companies Act, 2013 read together with 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 D".
ACKNOWLEDGEMENT
Your director''s place their appreciation and gratitude for the help and co-operation extended to the Company by the Government Agencies, Union Bank of India, Medical Profession, dealers, customers, suppliers and Shareholders. The board also places their appreciation for the dedicated performance rendered by the employees of the Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
(Rahul Bishnoi) (Ashwani Kumar Sharma)
Place: Delhi Chairman Director
Date: 2nd August, 2017 DIN: 00317960 DIN: 00325634
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their 22nd Annual Report
together with the Audited Accounts for the financial year ended 31st
March 2015.
FINANCIAL HIGHLIGHT
(Rs. In Lacs)
Particulars 2014-15 2013-2014
Turnover 7800.33 7355.91
Other Income 110.04 60.62
Expenditure 7386.32 6917.06
Profit before Interest, Depreciation & 503.08 468.41
Preliminary Expenditure written off
Interest 281.32 289.60
Depreciation 209.67 160.93
Profit/(Loss) before Tax 12.09 17.87
Less : Provision for Deferred Tax (34.27) 5.04
Provision for Taxation-current 2.30 3.40
Provision for Taxation-Previous Year 0.00 0.00
Profit/(Loss) after Tax 44.06 9.42
Profit/(Loss) brought forward 535.82 526.40
From the previous year
Profit/(Loss) carried over to Balance Sheet 579.88 535.82
PERFORMANCE
During the year under review the turnover of your Company had increased
to Rs. 78.00 Crores as compared to Rs. 73.55 Crores last year. Further,
your Company has managed to earn a profit of Rs. 44.06 lacs as compared
to last year Rs. 9.42 lacs.
DIVIDEND
Since profits of the Company have not sufficient to distribute as
dividend, Directors do not recommend any dividend, for the financial
year 2014-15.
RESERVES
During the financial year ended on 31st March, 2015 no such amounts
being transferred to Reserve.
CAPITAL
The paid up equity capital as on March 31, 2015 was Rs.9,51,13,060/-
divided into 95,11,306 equity shares of Rs.10/- each. During the
financial year under review the Company had allotted 132700, Equity
Shares and converted 4,65,000 convertible warrants in to equity shares
of Rs.10/- each at a premium of Rs.1/-.
Subsequent to the closure of Financial Year, Company has converted
balance 4,82,300 convertible warrants in to equity shares of Rs.10/-
each at a premium of Rs.1/-.Consequent upon the conversion of warrants
in to equity shares, the present paid up share capital of the Company
is being increased to Rs.9,99,36,060/- divided into 99,93,606 equity
shares of Rs. 10/- each.
DEPOSITS
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
DIRECTORS'/KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT/ RE-APPOINTMENT
OR RESIGNATION
During the year under review Ms. Sharmila Chhikara, Company Secretary
has resigned and in her place Ms. Kiran was appointed as Company
Secretary of the Company w.e.f. 10.10.2014.
Sh. Bal Kishan Gupta, Director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and being eligible has
offers himself for re-appointment. The board recommends his
re-appointment.
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 have been followed.
ii) The directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for the year under review.
iii) The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
iv) The directors have prepared the annual accounts on a going concern
basis.
v) The directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively.
vi) The directors had devised proper system to ensure compliance with
the provisions of all applicable laws and that such system were adequate
and operating effectively.
STATUTORY AUDITORS
The Statutory Auditors of the Company M/s Ashok Sharma & Associates
retire at the ensuing Annual General Meeting and being eligible for
re-appointment have given their consent to be re-appointed.
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 Company has appointed M/s J. K. Gupta & Associates, a
firm of Company Secretaries in practice to undertake the Secretarial
Audit of the Company. The Secretarial Audit report is annexed herewith
as "Annexure A".
AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT
Statutory dues were remained outstanding at the time Auditor's report
was presented to the Board. Company has paid all the dues before
30.06.2015. Currently Company does not have any undisputed statutory
dues outstanding as mentioned in the Secretarial Audit Report.
COST AUDITOR
The Board at its Meeting held on 30th May, 2015 upon the recommendation
of Audit Committee, had appointed M/s HMVN & Associates, as Cost
Auditors of the Company for the financial year 2015-2016 pursuant to
provision of Section 148 of the Companies Act, 2013 read with Companies
(Cost Records and Audit) Amendment Rules, 2014.
The Cost Auditor is expected to submit the Cost Audit Report for the
year 2014-15, by the end of August this year.
CORPORATE GOVERNANCE
A detailed Corporate Governance Report is included in this annual
report as per Clause 49 of Listing Agreement. The Company has obtained
a certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance. The same is annexed to this Annual
Report.
BUSINESS RISK MANAGEMENT
Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of
the listing agreement, the Company has implemented an integrated risk
management approach through which it reviews and assesses significant
risks controls and mitigation in place. The Audit Committee has
additional oversight in the area of financial risk and control. At
present the Company has not identified any element of risk which may
threaten the existence of the Company.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the Company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the Company at large, so there is no need to give
disclosure of particulars of contracts/arrangements entered into by the
Company with related parties referred in sub-section(1) of the Section
188 of the Companies Act, 2015 in FORM AOC-2 (Pursuant to clause (h) of
sub section (3) of Section 134 of the Companies Act, 2015 and Rule 8(2)
of the Companies (Accounts) Rules, 2014.
The Board has formulated Policy on Related Party Transaction and the
same is uploaded on the Company's website at www.medicamen.com
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure B".
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 employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the Members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the Members at the Registered office of the Company
during business hours on working days of the Company up to the date of
ensuing Annual General Meeting. If any Member is interested in
inspecting the same, such Member may write to the Company Secretary in
advance.
PERFORMANCE EVALUATION OF BOARD OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit, Nomination and
Remuneration Committees.
A structured questionnaire was prepared after taking into consideration
inputs received from the Directors, covering various aspects of the
Board functioning such as adequacy of the composition of the Board and
its Committees, Board culture, execution and performance of specific
duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, accessible to built effective working
relationships with the senior management etc. The performance
evaluation of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent Directors who
also reviewed the performance of the Secretarial Department.
The Directors expressed their satisfaction with the evaluation process.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration. The Remuneration Policy is
stated in the Corporate Governance Report.
MEETINGS
During the year Six Board Meetings and four Audit Committee Meetings
were convened and held. The details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within
the period prescribed under the Companies Act, 2013.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, Company has appointed M/s
VADS & CO., Chartered Accounts as Internal Auditor of the Company, the
Internal Audit function reports to the Chairman of the Audit Committee
of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations
of the Company. Based on the report of internal audit function, process
owners undertake corrective action in their respective areas and
thereby strengthen the controls.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments, if any covered
under section 186 of the Companies Act, 2013 and it have been disclosed
in the financial statements.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named as Vigil Mechanism /Whistle
Blower Policy to deal with instance of fraud and mismanagement, if any.
In staying true to our values of Strength, Performance and Passion the
Company is committed to the high standards of Corporate Governance and
stakeholder responsibility.
The Company has a Vigil Mechanism/Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The Vigil
Mechanism/Whistle Blower Policy ensures that strict confidentiality is
maintained whilst dealing with concerns and also that no discrimination
will be meted out to any person for a genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-
clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
CORPORATE SOCIAL RESPONSIBILITY
Provision under section 135 of the Companies Act, 2013 and Rules made
there under are not applicable to the Company. Hence, no disclosure on
Corporate Social Responsibility was taken on record.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information pursuant to Section 134(m) of the Companies Act, 2013
read together with 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 "C".
ACKNOWLEDGEMENT
Your director's place their appreciation and gratitude for the help and
co-operation extended to the Company by the Government Agencies, Union
Bank of India, Medical Profession, dealers, customers, suppliers and
shareholders. The board also places their appreciation for the
dedicated performance rendered by the employees of the Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Delhi (B K Gupta) (Ashutosh Gupta)
Date: 31.07.2015 Managing Director Whole Time Director
(DIN: 00032772) (DIN:00039995)
Mar 31, 2014
To the Members,
The Directors have pleasure in presenting their twenty first Annual
Report together with the Audited Accounts forthe financial yearended
31st March 2014.
FINANCIAL HIGHLIGHT
(Rs.In Lacs)
Particulars 2013 2012
2014 2013
Turnover 7355.91 6477.79
Other Income 60.62 73.20
Expenditure 6917.06 6542.32
Profit before Interest, Depreciation & 468.41 (69.33)
Preliminary Expenditure written off
Interest 289.60 260.53
Depreciation 160.93 157.69
Profit/(Loss) before Tax 17.87 (487.55)
Less : Provision for Deferred Tax 5.04 5.20
Provision for Taxation-current 3.40 0.00
Provision for Taxation-Previous Year 0.00 0.00
Profit/(Loss) after Tax 9.41 (492.76)
Profit/(Loss) brought forward 526.40 1019.16
From the previous year
Profit/(Loss) carried over to Balance Sheet 535.81 526.40
PERFORMANCE
During the year under review the turnover of your company had increased
to Rs. 73.55 Crores as compared to Rs. 64.77 Crores last year. Further,
your Company has managed to earn a profit of Rs. 9.41 lacs as compared
to last year''s loss of Rs. 492.76 lacs.
DIVIDEND
YourDirectors have not recommended anydividend, forthe financial
yearended March 31st 2014, on account of loss.
CAPITAL
During the financial yearended 31st March, 2014, to finance the working
capital of the Company, the promoter along with some known
non-promoters had inducted funds in to the Company by
subscribing to the equity capital of the Company. The Company had
allotted 4,23,606 equity shares of Rs. 10/-each and 9,47,300
convertible warrants with an option of conversion into equal number of
equity share of Rs. 10/- each within 18 months from the date of
allotment to the Promoter group on preferential basis.
Consequent upon the allotment of equity shares, the paid up share
capital of the Company is being increased to Rs. 8,91,36,060/-divided
in to 89,13,606 equity shares of Rs. 10/-each.
CORPORATE GOVERNANCE
Adetailed Corporate Governance Report is included in this annual report
as per Clause 49 of Listing Agreement. The Company has obtained a
certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance. The same is annexed to this Report.
DIRECTORS
Sh. Sanjay Bansal, director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and is eligible for
re-appointment. The board recommends his re-appointment.
Mr. Rajinder Kumar Gupta, director of the company is being re-appointed
as Independent Director pursuant to Section 149 of the Companies Act,
2013 fora period of five years w.e.f. 30th September, 2014 and his
period of office shall not be liable to retirement by rotation. The
board recommends his re-appointment.
Dr. Munishwar Lai Parnami, director of the company is being
re-appointed as Independent Director pursuant to Section 149 of the
Companies Act, 2013 fora period of five years w.e.f. 30th September,
2014 and his period of office shall not be liable to retirement by
rotation. The board recommends his re-appointment.
Ms. Harshita, director of the company is being re-appointed as
Independent Director pursuant to Section 149 of the Companies Act, 2013
fora period of five years w.e.f. 30th September, 2014 and her period of
office shall not be liable to retirement by rotation. The board
recommends her re- appointment.
The period of office of Mr. Bal Kishan Gupta, Ashutosh Gupta and Mr.
Jitendra Nath Ojha, executive directors, is made liable to
determination by retirement of directors by rotation pursuant to
Section 152 of the Companies Act, 2013.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA)of the Companies Act, 1956, the Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company for the financial year ended on 31st March 2014 and of
the Profitand LossAccountforthe period.
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the annual accounts on a going concern
basis.
AUDITORS AND AUDITOR''S REPORT
The Auditors of the Company M/s Ashok Sharma & Associates retire at the
ensuing Annual General Meeting and being eligible for re-appointment
have given their consent to be re-appointed. The Company has obtained
certificate from them to the effect that their re-appointment if made
shall be within the limits specified under section 224(1-B) of the
Companies Act, 1956
The Auditors'' report is self- explanatory and does not require any
further clarification.
COST AUDITOR
The board at its meeting held on 14th August, 2014 upon the
recommendation of Audit Committee, had appointed M/s. HMVN &
Associates, as Cost Auditors as per the Central Governments
notifications for appointment of cost auditor, forthe financial
year2014-2015.
The Cost Auditor is expected to submit the Cost Audit Report for the
year 2012-13, by the end of Septemberthis year.
PERSONNEL
The industrial relations during the year have remained cordial. However
the attrition rate has increased due to shortage of technical people in
the industry. The exodus of technical people to tax free zone was a
cause of concern. The Company had devised an effective retention policy
to cope with the challenge.
The Central Government vide Notification No. G.S.R. 289(E) dated 31st
March, 2011 read with General Circular No. 23/2011 dated 3rd May, 2011,
amended the Companies (Particulars of Employees) Rules, 1975 and raised
the limit of "Rs. 24 Lacs and above in the financial year or Rs. 2
Lacs per month" to "Rs. 60 Lacs and above in the financial year or
Rs. 5 Lacs per month".
There is no employee who had drawn the above said remuneration during
the financial year ended 31st March, 2014.
DEPOSIT
The Company has not accepted or invited deposits from public within the
meaning of Section 58Aof the Companies Act, 1956 during the year under
review.
ENERGY. TECHNOLOGY AND FOREIGN EXCHANGE
The information pursuant to Section 217(1)(e) of the Companies Act,
1956 read together with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 is annexed hereto and
forms part of this Report.
ACKNOWLEDGEMENT
Your director''s place their appreciation and gratitude for the help and
co-operation extended to the Company by the Government Agencies, Union
Bank of India, Medical Profession, dealers, customers, suppliers and
shareholders. The board also places theirappreciation forthe dedicated
performance rendered by the employees of the Company.
For and on behalf of the Board of Directors
Sd/- Sd/-
Place: Delhi (Bal Kishan Gupta) (Ashutosh Gupta)
Date:14.08.2014 ManagingDirector WholeTimeDirector
(DIN:00032772) (DIN:00039995)
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting their nineteenth Annual
Report together with the Audited Accounts for the financial year ended
31st March 2013.
FINANCIAL HIGHLIGHT
(Rs. In Lacs)
Particulars 2012-2013 2011-2012
Turnover 6477.79 10124.03
Other Income 73.20 73.77
Expenditure 6542.32 9849.08
Profit before Interest, Depreciation &
Preliminary Expenditure written off (487.55) 277.38
Interest 260.53 191.49
Depreciation 157.69 150.21
Profit/(Loss) before Tax (487.55) (64.31)
Less : Provision for Deferred Tax 5.20 16.24
Provision for Taxation-current 0.00 0.00
Provision for Taxation-Previous Year 0.00 1.89
Profit/(Loss) after Tax (492.76) (82.45)
Profit/(Loss) brought forward
From the previous year 1019.16 1101.61
Profit/(Loss) carried over to Balance Sheet 526.40 1019.16
PERFORMANCE
During the year under review the turnover of your company had declined
to Rs. 64.77 Crores as compared to Rs. 101.24 Crores last year. It
registered a decline of around 36%. Further, your Company had also
suffered loss of Rs. 4.92 crores as compared to last year''s loss of
Rs. 82.45 lacs.
DIVIDEND
Your Directors have not recommended any dividend, for the financial
year ended March 31st 2013, on account of loss.
CAPITAL
During the financial year ended 31st March, 2013, one of the allottee
of convertible warrants had exercised his option for conversion of
convertible warrants into equity shares & made the balance payment @
Rs.21.75/- each, in respect of 2,50,000 convertible warrants. The board
at its meeting held on 15th September, 2012, converted & allotted
2,50,000 equity shares in lieu of equivalent convertible warrants.
However, the allottees of the 2,80,000 convertible warrants expressed
their unwillingness to exercise the option of conversion of warrants
into equity. The upfront payment of 25% of the offer price of
convertible warrant was forfeited in accordance with the SBEI''s (ICDR)
Guidelines.
Consequent upon the conversion & allotment of equity shares, the paid
up share capital of the Company is being increased to Rs.
8,49,00,000/- divided in to 84,90,000 equity shares of Rs. 10/- each.
ETHICAL MARKETING
Your company had consolidated its ethical marketing & now concentrating
on regions & products which are adding to the margins.
CORPORATE GOVERNANCE
A detailed Corporate Governance Report is included in this annual
report as per Clause 49 of Listing Agreement. The Company has obtained
a certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance. The same is annexed to this Report.
DIRECTORS
Dr. M L Parnami, director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and is eligible for re-
appointment. The board recommends his re- appointment.
Sh. Jitendra Nath Ojha, was appointed as Additional Director by the
board at its meeting held on 30th May, 2013 & also appointed him
Whole-time Director for a period of 3 years, w.e.f. 30th May, 2013,
subject to approval of members at the forthcoming general meeting. The
board recommends his regularization & appointment as Whole-Time
Director.
Ms. Harshita, was appointed as Additional Director by the board by way
of circular resolution deemed to be passed on 12th July, 2013. The
board recommends her regularization & appointment as Director.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company for the financial year ended on 31st March 2013 and of
the Profit and Loss Account for the period.
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the annual accounts on a going concern
basis.
AUDITORS AND AUDITOR''S REPORT
The Auditors of the Company M/s Ashok Sharma & Associates retire at the
ensuing Annual General Meeting and being eligible for re- appointment
have given their consent to be re- appointed. The Company has obtained
certificate from them to the effect that their re- appointment if made
shall be within the limits specified under section 224(1-B) of the
Companies Act, 1956
The Auditors'' report is self- explanatory and does not require any
further clarification.
COST AUDITOR
The board at its meeting held on 15th May, 2012 upon the recommendation
of Audit Committee, had appointed M/s. HMVN & Associates, as Cost
Auditors as per the Central Governments notifications for appointment
of cost auditor, for the financial year 2012-2013.
The Cost Auditor is expected to submit the Cost Audit Report by the end
of September this year.
The board at its meeting held on 30th May, 2012, upon the
recommendation of Audit Committee had re-appointed M/s. HMVN &
Associates, as Cost Auditor for the financial year 2013-14.
PERSONNEL
The industrial relations during the year have remained cordial. However
the attrition rate has increased due to shortage of technical people in
the industry. The exodus of technical people to tax free zone was a
cause of concern. The Company had devised an effective retention policy
to cope with the challenge.
The Central Government vide Notification No. G.S.R. 289(E) dated 31st
March, 2011 read with General Circular No. 23/2011 dated 3rd May, 2011,
amended the Companies (Particulars of Employees) Rules, 1975 and raised
the limit of "Rs. 24 Lacs and above in the financial year or Rs. 2 Lacs
per month" to "Rs. 60 Lacs and above in the financial year or Rs. 5
Lacs per month".
There is no employee who had drawn the above said remuneration during
the financial year ended 31st March, 2013.
DEPOSIT
The Company has not accepted or invited deposits from public within the
meaning of Section 58A of the Companies Act, 1956 during the year under
review.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information pursuant to Section 217(1)(e) of the Companies Act,
1956 read together with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 is annexed hereto and
forms part of this Report.
ACKNOWLEDGEMENT
Your director''s place their appreciation and gratitude for the help and
co-operation extended to the Company by the Government Agencies, Union
Bank of India, Medical Profession, dealers, customers, suppliers and
shareholders. The board also places their appreciation for the
dedicated performance rendered by the employees of the Company.
For and on behalf of the Board of Directors
Sd/-
(B K Gupta)
Managing Director
Sd/-
Place: Delhi (Ashutosh Gupta)
Date: 13.08.2013 Whole-Time Director
Mar 31, 2012
The Directors have pleasure in presenting their nineteenth Annual
Report together with the Audited Accounts for the financial year ended
31st March 2012
FINANCIAL HIGHLIGHT
(Rs. In Lacs)
Particulars 2011-2012 2010-2011
Turnover 10124.03 12297.29
Other Income 73.77 146.98
Expenditure 9849.08 11699.25
Profit before Interest, Depreciation &
Preliminary Expenditure written off 277.38 745.02
Interest 191.49 177.21
Depreciation 150.21 137.07
Profit/(Loss) before Tax (64.31) 430.73
Less : Provision for Deferred Tax 16.24 21.87
Provision for Taxation-current 0.00 129.71
Provision for Taxation-Previous Year 1.89 1.45
Profit/(Loss) after Tax (82.45) 277.69
Profit/(Loss) brought forward
From the previous year 1101.61 823.92
Profit/(Loss) carried over to
Balance Sheet 1019.16 1101.61
PERFORMANCE
During the year under review your Company had a turnover of Rs. 101.24
Crores as compared to Rs. 122.97 Crores last year. It registered a
decline of around 17.67%. Further, your Company had also suffered a
loss (before tax) of Rs. 64.31 lacs as compared to last year's profit
of Rs. 430 lacs.
DIVIDEND
Your Directors have not recommended any dividend, for the financial
year ended March 31st 2012, on account of loss.
CAPITAL
During the financial year ended 31st March, 2012, one of the allottee
of convertible warrants had exercised his option for conversion of
convertible warrants into equity shares & made the balance payment @
Rs.21.75/- each, in respect of 3,52,400 convertible warrants. The board
at its meeting held on 21st March, 2012, converted & allotted 3,52,400
equity shares in lieu of equivalent convertible warrants.
Consequent upon the conversion & allotment of equity shares, the paid
up share capital of the Company is being increased to Rs.
8,24,00,000/- divided in to 82,40,000 equity shares of Rs. 10/- each.
ETHICAL MARKETING
Your Company's ethical marketing which was launched in January 2009,
broadened in terms of product basket with 31 products and having its
presence in Delhi, Haryana, Bihar, Western & Eastern U.P., Jharkhand
and West Bengal with approximately 78 field persons.
On the future outlook front your company has set a target of covering
the entire northern India in the couple of years to come.
CORPORATE GOVERNANCE
A detailed Corporate Governance Report is included in this annual
report as per Clause 49 of Listing Agreement. The Company has obtained
a certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance. The same is annexed to this Report.
DIRECTORS
Sh. Piyush Kumar Gupta, Whole-Time Director had resigned from the
directorship of the company and the board had accepted his resignation
w.e.f. 11th August, 2011, at its meeting held on 7th August, 2012.
Sh. Anand Kumar Mishra, had been appointed as additional director with
the designation as Directors-Works by the board at its meeting held on
7th August, 2012. The board upon the recommendation of remuneration
committee has proposed his regularization as director & appointment as
Whole-Time Director at the ensuing annual general meeting.
Sh. Rajinder Kumar Gupta, director of the Company is liable to retire
by rotation at the ensuing Annual General Meeting and is eligible for
re-appointment. The board recommends his re-appointment.
Sh. Sanjay Bansal, director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and is eligible for re-
appointment. The board recommends his reappointment.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company for the financial year ended on 31st March 2012 and of
the Profit and Loss Account for the period.
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the annual accounts on a going concern
basis.
AUDITORS AND AUDITOR'S REPORT
The Auditors of the Company M/s Ashok Sharma & Associates retire at the
ensuing Annual General Meeting and being eligible for re-appointment
have given their consent to be re-appointed. The Company has obtained
certificate from them to the effect that their re- appointment if made
shall be within the limits specified under section 224(1-B) of the
Companies Act, 1956
The Auditors' report is self- explanatory and does not require any
further clarification.
COST AUDITOR
The board at its meeting held on 12th August, 2011 upon the
recommendation of Audit Committee, had appointed M/s. HMVN &
Associates, as Cost Auditors as per the Central Governments
notifications for appointment of cost auditor, for the financial year
2011-2012.
The Cost Auditor is expected to submit the Cost Audit Report by 31st
December, 2012, i.e. the due date for submitting the report.
The board at its meeting held on 15th May, 2012, upon the
recommendation of Audit Committee had re-appointed M/s. HMVN &
Associates, as Cost Auditor for the financial year 2012-13.
PERSONNEL
The industrial relations during the year have remained cordial. However
the attrition rate has increased due to shortage of technical people in
the industry. The exodus of technical people to tax free zone was a
cause of concern. The Company had devised an effective retention policy
to cope with the challenge.
The Central Government vide Notification No. G.S.R. 289(E) dated 31st
March, 2011 read with General Circular No. 23/2011 dated 3rd May, 2011,
amended the Companies (Particulars of Employees) Rules, 1975 and raised
the limit of "Rs. 24 Lacs and above in the financial year or Rs. 2
Lacs per month" to "Rs. 60 Lacs and above in the financial year or Rs.
5 Lacs per month".
There is no employee who had drawn the above said remuneration during
the financial year ended 31st March, 2012.
DEPOSIT
The Company has not accepted or invited deposits from public within the
meaning of Section 58A of the Companies Act, 1956 during the year under
review.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information pursuant to Section 217(1)(e) of the Companies Act,
1956 read together with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 is annexed hereto and
forms part of this Report.
ACKNOWLEDGEMENT
Your director's place their appreciation and gratitude for the help and
co-operation extended to the Company by the Government Agencies, Union
Bank of India, Medical Profession, dealers, customers, suppliers and
shareholders. The board also places their appreciation for the
dedicated performance rendered by the employees of the Company.
By the Order of the Board
For Medicamen Biotech Ltd.
Sd/-
B K Gupta
Managing Director
Place: Delhi
Date : 14.08.201
Mar 31, 2010
The Directors have pleasure in presenting their Seventeenth Annual
Report together with the Audited Accounts for the financial year ended
31st March 2010
FLNANCIAL HIGHLIGHT
(Rs. In Lacs)
Particulars 2009-2010 2008-2009
Turnover 10161.07 8633.51
Other Income 75.58 9.86
Expenditure 9407.18 8225.95 Profit
before Interest, Depreciation &
Preliminary Expenditure written off 829.47 417.42
Interest 122.44 138.70
Depreciation 116.52 103.35
Profit/(Loss) before Tax 590.51 175.37
Less: Provision for Deferred Tax 8.38 9.74
Provision for Taxation-current 183.54 20.49
Provision for Fringe Benefit Tax 0.00 9.10
Provision for Taxation-Previous Year 0.96 (1.69)
Profif(Loss) available for appropriation 397.61 137.73
Profit/(Loss) brought forward
From the previous year 493.83 356.10
Profit/(Loss) carried over to Balance Sheet 823.92 493.83
PERFORMANCE
During the year under review your Company had a turnover of Rs. 101.61
Crores as compared to Rs. 86.34 Crores last year. It registered a
growth of around 17.69%. Further, your Company had carried forward Rs.
8.23 Crores of Net Profit to the balance sheet.
Despite unpredicted increase in input cost such as material, labour and
fuel charges your Company could manage to earn Net Profit of Rs. 3.97
Crores as compared to Rs. 1.37 Crores in 2008-09. The domestic sale
increased by 59.78%. There was around 1.45% increase in export
turnover.
DIVIDEND
Your Directors have recommended a dividend of 7.5% per Equity Share on
the face value of Rs. 101- each, for the financial year ended March
31s 2010, amounting to Rs. 67,53,068/- (inclusive of corporate
dividend tax of Rs. 9,61,850/-)-
Marketing/Ethical Marketing
Your Company launched its marketing division in January 2009, with 16
products in Delhi & Uttrakhand regions. Presently it is operating at
Bihar, Delhi, Haryana, Uttrakhand and Western U.P.
The division has achieved a turnover of Rs.60 Lacs as projected since
the inception of the division up to the closure of the financial year
ending 31" March, 2010. The total cost being around Rs. 1.30 Crores.
Approximately 55 persons are being engaged, involving a Vice-
President, 10 Managers and 45 Marketing Representatives.
On the future outlook front your Company has set a target of covering
the entire northern India by September 2010 with the staff of merely
100 marketing personnel. The future target is to make it a division
worth Rs 5 Crores by 2012-13.
CORPORATE GOVERNANCE
A detailed Corporate Governance Report is included in this annual
report as per Clause 49 of Listing Agreement. The Company has obtained
a certificate from the Auditors of the Company regarding compliance of
conditions of Corporate Governance. The same is annexed to this Report.
DIRECTORS
Mr. Ashok Nayyar, director of the Company is liable to retire by
rotation at the ensuing Annual General Meeting and is eligible for re-
appointment. The board recommends his re- appointment. Mr. Sanjay
Bansal, director of the Company is liable to retire by rotation at the
ensuing Annual General Meeting and is eligible for re-appointment. The
board recommends his reappointment.
Mr. Piyush Kumar Gupta, was appointed as an additional director on the
board of the Company w.e.f. 15"1 May, 2010 is to be regularized and
appointed as Whole Time Director at the ensuing Annual General Meeting.
The Board recommends his appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company for the financial year ended on 31s March 2010 and of
the Profit and Loss Account for the period.
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the annual accounts on a going concern
basis.
AUDITORS AND AUDITORS REPORT
The Auditors of the Company M/s Ashok Sharma & Associates retire at the
ensuing Annual General Meeting and being eligible for re-appointment
have given their consent to be re-appointed. The Company has obtained
certificate from them to the effect that their re- appointment if made
shall be within the limits specified under section 224(1-B) of the
Companies Act, 1956
The Auditors report is self- explanatory and does not require any
further clarification.
PERSONNEL
The industrial relations during the year have remained cordial. However
the attrition rate has increased due to shortage of technical people in
the industry. The exodus of technical people to tax free zone was a
cause of concern. The Company had devised an effective retention policy
to cope with the challenge. The information pursuant to Section 217(2A)
of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules, 1975 is annexed hereto and forms part of this Report.
DEPOSIT
The Company has not accepted or invited deposits from public within the
meaning of Section 58A of the Companies Act, 1956 during the year under
review.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
The information pursuant to Section 217(1 )(e) of the Companies Act,
1956 read together with the Companies (Disclosure of Particulars in the
Report of the Board of Directors) Rules, 1988 is annexed hereto and
forms part of this Report.
ACKNOWLEDGEMENT
Your directors place their appreciation and gratitude for the help and
co-operation extended to the Company by the Government Agencies, Union
Bank of India, Medical Profession, dealers, customers, suppliers and
shareholders. The board also places their appreciation for the
dedicated performance rendered by the employees of the Company.
For and on behalf of the Board of Directors
Sd/-
(B K Gupta)
Managing Director
Sd/-
Place: Delhi (Ashutosh Gupta)
Date: 12.08.2010 Whole-Time Director