Directors Report of MediCaps Ltd.

Mar 31, 2025

Your Director hereby presents the 42^nd Annual Report of the Company for the financial year ended March 31, 2025, along
with the Audited Standalone and Consolidated Financial Statements and Auditor’s Report thereon.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL
STATEMENTS:

The standalone and consolidated financial statements of the Company for the financial year ended 31 ^st March 2025 have
been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs
and as amended from time to time. The following table shows the operational results of the Company for the Financial Year
2024-25 as compared that of previous year:

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	31.03.2025	31.03.2024	31.03.2025	31.03.2024
Total Income	297.91	731.26	2820.66	2782.01
Total Expenditure Before Interest and Depreciation	253.40	232.52	2730.47	2737.96
Profit/Loss before Interest, Depreciation & Tax (EBIDTA)	44.51	498.74	90.19	44.05
Less: Interest	0.00	0.00	2.48	0.00
Less: Depreciation	16.01	16.01	171.82	168.65
Profit/Loss before Tax	28.50	482.73	(84.11)	(124.60)
Less: (a) Current Tax	0.00	95.00	0.00	95.00
(b) Earlier year (excess)/short provision for tax written back	(25.56)	0.00	(25.56)	5.56
(c) Deferred Tax	(1.45)	(1.09)	(1.45)	(1.09)
Profit/ Loss for the period from continuing operations	55.51	388.82	(57.10)	(224.07)
Profit/Loss from discontinued operations	0.00	0.00	0.00	0.00
Profit/Loss for the period	55.51	388.82	(57.10)	(224.07)
Other Comprehensive Income	29.95	149.36	86.43	465.27
Total Comprehensive Income for the period comprising Profit/(Loss)	85.46	538.18	29.33	241.20
EPS (Equity Shares of INR 10/- each) (in INR) Basic and Diluted (for continuing and discontinued operations)	0.45	3.12	(0.46)	(1.80)

STATE OF COMPANY’S AFFAIRS AND REVIEW OF OPERATIONS

In the financial year 2024-25 the Company, on a standalone basis, earned total income of INR 297.91 Lakhs and generated a
profit after tax (Before Comprehensive Income) of INR 55.51 Lakhs. Further on a consolidated basis, the Company has
earned a total income of INR 2820.66 Lakhs and incurred a loss (Before Comprehensive Income) of INR 57.10 Lakhs. The
consolidated financials reflect the cumulative performance of Medi-Caps Limited along with its wholly owned subsidiary i.e.
Medgel Private Limited.

2. CHANGE IN REGISTERED OFFICE

During the financial year 2024-25, Members in their 41^st Annual General Meeting held on 26^th September, 2024 approved
the shifting of the registered office of the Company from Mhow - Neemuch Road, Sector 1, Pithampur - 454775, Dist. Dhar
(M.P.) to 201, Pushpratna Paradise 9/5 New Palasiya, Indore (M.P.) 452001, w.e.f. 01^st October, 2024.

3. ANNUAL RETURN

Pursuant to Section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of annual
return for Financial year 2024-25 is applicable to the Company and the same is available on the website of your Company

i.e. https://www.medicaps.com/upload/Draft-MGT-7 Annual-Return.pdf

4. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND GENERAL MEETING

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business.
The notice of the Board Meeting is given in advance to all the Directors. The agenda of the Board/ Committee meetings is
circulated at least 07 (seven) days prior to the date of the meeting. The agenda for the Board and Committee meetings
includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The
details of the number of meetings of the Board and its Committees held during the Financial Year 2024-25 forms part of the
Corporate Governance Report. Further, 41^st Annual General Meeting of the Company for the Financial year 2023-2024 was
held on Thursday, 26^th September 2024 and no Extra Ordinary General Meeting of the Company was held during the
financial year 2024-25.

5. DIVIDEND

The Board has not recommended any dividend for the financial year 2024-25, as the profit earned during the year is
considered inadequate. The available surplus has been retained to strengthen the financial position of the company and to
meet future business requirements.

6. AMOUNT TRANSFERED TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

7. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013
read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER
V OF THE ACT:

Not Applicable, Since Company has not accepted any deposit; therefore, the question does not arise regarding non¬
compliance with the requirement of Chapter V of the Companies Act, 2013.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2 (31) of the Companies Act, 2013 read with Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits)
Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not
received any unsecured loan from directors during the financial year 2024-25.

8. SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES OF THE COMPANY

The Company continues to have one Wholly Owned Subsidiary i.e. Medgel Private Limited. Further, the Company does not
have any associate or joint venture company at the beginning or closing or any time during the year 2024-25. Further, there
are no companies that have become/ceased to be subsidiary, associate or joint venture of the Company during the financial
year 2024-25.

During the financial year, your Board of Directors has reviewed the affairs of the subsidiary. The consolidated
financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and
forms part of this Annual Report.

A separate statement containing salient features of the Financial Statement of the Subsidiary in the prescribed
Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been
no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the
Company, containing inter alia the audited standalone and the consolidated financial statements of the Company for the
financial year ended 31st March, 2025, along with relevant documents has been placed on the website of the Company,
www.medicaps.com. Further, audited financial statements of the subsidiary company have also been placed on the website
of the Company https://www.medicaps.com/subsisiary company.php.

In terms of Section 136 of the Companies Act, 2013 (‘the Act’), the Financial Statement of the subsidiary
company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual
accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary
company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details
of investments made in the subsidiary have been furnished in Notes forming part of the Accounts. Further Company has not
given any loans/advances to the subsidiary of the Company.

MATERIAL SUBSIDIARY

Medgel Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under
Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘SEBI
Listing Regulations’). The Board of Directors of the Company has approved a Policy for determining material subsidiaries
which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the
Company’s website at: https://www.medicaps.com/upload/Policv-for-determining-Material-Subsidiarv-f.pdf

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31^st March, 2025, have been prepared in
accordance with applicable IND AS 110- “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs
and as per general instructions for preparation of consolidated financial statements given in Schedule III and other applicable
provisions of the Act, and in compliance with the SEBI Listing Regulations.

The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

10. DETAILS OF BOARD OF DIRECTORS AND KMPs

The composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive,
Non-Executive and Independent Directors.

a) Constitution of the Board

st

S.N.	Name of Directors	DIN	Designation
1	Mr. Ramesh Chandra Mittal	00035272	Chairman and Non-Executive Non-Independent Director
2	Mr. Alok K. Garg	00274321	Managing Director
3	Mrs. Kusum Mittal	00035356	Non-Executive Woman Director
4	Mr. Ashok Agrawal Omprakash	07870578	Independent Director
5	Mr. Dharmendra Solanki	09055239	Independent Director
6	Mr. Gaiendra Singh	10253991	Independent Director

The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the
Company which plays significant roles for the business policy and decision-making process and provide guidance to the
executive management to discharge their functions effectively.

b) Change in Directors

During the financial year 2024-25, second and final term of Mr. Pramod Fatehpuria (DIN: 00972389) Independent director,
has been completed, consequently he ceased/retired from the directorship of the Company w. e. f. the close of business hours

on 28^th May, 2024. Your Board places on record his deep appreciation of the valuable contribution made by him during his
tenure as Independent Director of the Company.

Further during the current financial year 2025-26, on the recommendation of Nomination and Remuneration
Committee, the Board in its meeting held on 05^th August, 2025 approved the re-appointment of Mr. Dharmendra Solanki
(DIN: 09055239) as a Non-Executive Independent Director of the Company for a second term of five years w.e.f. 05^th
February, 2026 to 04^th February, 2031 subject to approval of the shareholder in ensuing AGM.

c) Board Independence

Our definition of ‘Independent Director’ is derived from Regulation 16(1 )(b) of SEBI Listing Regulations and Section 149 (6)
of the Companies Act, 2013. As on 31^st March 2025, the Company is having following 03 (Three) Independent Directors:

1. Mr. Ashok Omprakash Agrawal : DIN: 07870578

2. Mr. Dharmendra Solanki : DIN: 09055239

3. Mr. Gajendra Singh : DIN: 10253991

d) Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Company''s Articles of Association,
Mrs. Kusum Mittal (DIN: 00035356), Non-Executive Director retires by rotation at the ensuing 42^nd Annual General Meeting
and being eligible offers herself for re-appointment. Your directors have recommended her appointment for approval of
shareholders, in the ensuring Annual General Meeting of the Company.

e) Key Managerial Personnel

As on 31^st March, 2025, the following have been designated as the Key Managerial Personnel of the Company pursuant to
Sections 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time:

1. Mr. Alok K. Garg (DIN: 00274321), Managing Director.

2. Mr. Abhishek Jain, Company Secretary and Compliance Officer;

3. Mr. Hemant Sethi, Chief Financial Officer.

f) Change in the Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the
Companies Act, 2013. The Board appraised the same and found that none of the directors is disqualified from holding office as
director.

11. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declarations as required under Section 149 (7) of the Companies Act, 2013 and
Regulation 25 (8) of SEBI Listing Regulations stating that they meet the criteria of independence as laid down under section
149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or
impact their ability to discharge their duties with an objective independent judgment and without any external influence and
that they are independent of the Management. 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.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and
possess the required expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have
registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The
Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a
period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for
exemption. All Independent Directors of the Company have already cleared an online proficiency self-assessment test
conducted by IICA.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your company, to the best of their
knowledge, belief, ability and explanations obtained by them, confirm that-

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates
that are reasonable and prudent 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 year.

c. The Directors had 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.

d. The Directors had prepared the annual accounts on a going concern basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively.

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal
financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial
controls were adequate and effective during the financial year 2024-25.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of
responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to
the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of
reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

(iv) Finance Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors
at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company
which forms part of this Report.

14. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 12^th February, 2025. The meeting was conducted in an informal
manner without the presence of the Chairman, Managing Director and Non-Executive Non-Independent Directors of the
Company.

15. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committee framed a Nomination and
Remuneration Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors
and or senior management personnel of the company, along with the criteria for determination of remuneration of directors,
KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178
of Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. Policy of the Company has been given at the website
of the Company at Remuneration-Policy.pdf (medicaps.com) The details of the same are also covered in Corporate
Governance Report forming part of this Annual Report.

A) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE
PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, The Board of Directors has carried
out an annual evaluation of its own performance, Board Committees and individual directors. The performance of the Board
was evaluated by the Board after seeking input from all the directors because of criteria such as the Board composition and
structure, effectiveness of board processes, information and functioning, etc.

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 and 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
Chairman. 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.

Performance Evaluation Criteria for Independent Directors:

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being
evaluated. The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration
Committee. An indicative list of factors that may be evaluated include participation and contribution by a director,
commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders,
integrity and maintenance of confidentiality and independence of behavior and judgments. Further details are reported in the
Corporate Governance Report.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, the Board has not appointed any Independent Director in the Company. However, in the opinion
of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of
integrity for the purpose of Rule 8 (5) (iiia) of the Companies (Accounts) Rules, 2014. List of key skills, expertise and core
competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

B) FAMILIARIZATION PROGRAMME IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the
industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was
imparted to the Independent Directors during the meetings of the Board of Directors.

The details of program for familiarization of Independent Directors of the Company is available on Company’s website at
https://www.medicaps.com/upload/Familiarization-policv-2024-25.pdf

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 read with Schedule V of the SEBI Listing Regulations disclosure on
particulars relating to Investment are stated in Note No. 3 & 6 of Standalone Financial Statement. Further your company has
not given any loan or advances in nature of loan to any other Body Corporate or person. During the financial year no new
investment made by the company in securities. However, details of outstanding investments in securities are disclosed as
under:

Name of the Company

Nature of Transactions

Investment made/ Guarantee/ Loans Provided

Closing value as on 31st March, 2025

Medgel Private Limited (Wholly Owned Subsidiary) (CIN: U24239MP2007PTC019204)	Non-Current	Investment	4282.35
Natural Capsules Limited	Non-Current	Investment	0.18
(CIN: L85110KA1993PLC014742)
Mutual Funds & SIP	Current	Investment	1297.99

*The investments are reported as per relevant Ind-As.

The above-mentioned investments are within the limits as specified under Section 186 of the Companies Act, 2013

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In line of the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a
Policy on dealing with related party transactions, Standard Operating Procedures for purpose of identification and monitoring
of such transactions. The policy of RPT is available on the Company’s website
https://medicaps.com/upload/RPT Policy Medicaps.pdf

During the year under review, all related party transactions entered by the company, were approved by the Audit
Committee and were at arm''s 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 arm''s length basis.
There were no material related party contracts entered into by the Company during the year under review. Accordingly, the
disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the
Company for FY 2024-25 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IND AS-
24 have been disclosed in the notes to the standalone/consolidated financial statement forming part of this Annual Report
2024-25.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as
required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies

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S. No.	Particulars	Details
(A)	Conservation of Energy
(i)	The steps taken or impact on conservation of energy	Not applicable as there was no such business operation
(ii)	The steps taken by the company for utilizing alternate sources of energy	Not applicable as there was no such business operation
(iii)	The capital investment on energy conservation equipment	Nil
(B)	Technology Absorption
(i)	The efforts made towards technology absorption	Not Applicable
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)	The Company has neither purchased within India nor imported any technology.
(iv)	The expenditure incurred on Research and Development	The Company has not incurred any expenditure on Research and Development during the year under review.
(c)	Foreign Exchange Earnings and Outgo	During the year under review, there was neither inflow nor outflow of foreign exchange.

19. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO
THE FINANCIAL STATEMENTS

The Board is expected to play an important role in establishing the control environment, including clarity of expectations
regarding integrity and ethics and adherence to codes of conduct and creating clear accountability for performance of internal
control responsibilities. The Company’s Board of Directors has devised systems, policies and procedures/frameworks, which
are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes
adherence to Company’s policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy
and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices,
the Audit Committee and the Board review these internal control systems to ensure they remain effective and are achieving
their intended purpose. Where weaknesses, if any, are identified because of the reviews, new procedures are put in place to
strengthen controls. These controls are in turn reviewed at regular intervals. The company has laid down adequate systems and
well-drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for
periodically checking and monitoring the internal control measures.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these
controls, procedures or systems occurred during the year under review. There have been no significant changes in the
Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect
its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and
procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

20. CORPORATE SOCIAL RESPONSIBILITY

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135 (1) of the
Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the
provisions Corporate Social Responsibility are not applicable to the Company.

21. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION
AND PARTICULARS OF EMPLOYEES

The Disclosure requirements pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5 (1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, given in the
“ANNEXURE-B” and forms an integral part of Board Report.

During the year, none of the employees is drawing remuneration of more than INR 102.00 Lakhs or more per
annum or INR 8.50 Lakhs per month for part of the year. Further, details of top ten employees in terms of the receipt of
remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended up to date, containing details prescribed under rule 5 (3) of the said rules, are available at Corporate
Office of the Company. In terms of Section 136 (1) of the Act, the Annual Report is being sent to the Members excluding the
aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at
investors@medicaps. com.

Pursuant to Section 197(14) of the Companies Act, 2013, during the financial year, none of the directors of the
Company received any commission from the company nor received any remuneration or commission from the wholly owned
subsidiary company. However, No Director was disqualified for receiving any remuneration or commission from the
Company/Wholly Owned Subsidiary Company during the period under review.

22. REPORT ON CORPORATE GOVERNANCE

Your company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34
(3) read with Schedule V of the SEBI Listing Regulations. A detailed report on Corporate Governance confirming compliance
with the conditions of the Corporate Governance, forms part of the Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is
presented in a separate section forming part of the Annual Report.

24. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of
the Company in compliance with the provisions of Section 177 (9) and (10) of the Companies Act, 2013 and Regulation 22 of
the SEBI Listing Regulations. The Policy also provides adequate protection to the Directors and employees who report
unethical practices and irregularities from any victimization on raising of concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle
Blower Policy of the Company can be accessed on the Company’s website at the whistle-blower-policy.pdf (medicaps.com)

During the year under review no protected disclosure from any Whistle Blower was received by the designated
officer under the Vigil Mechanism.

25. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT
Secretarial Auditors

Pursuant to Section 204 of the Act and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
the Board has appointed L.N. Joshi & Co., Practicing Company Secretaries (PCS Registration No. 4216) as the Secretarial
Auditor of the Company to conduct Secretarial Audit for the Financial Year 2024-25.

Further, pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 204 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors appointed Joshi
Sahay and Company, Company Secretaries, Indore (Unique Code Number: P2025MP322400 and Peer Review Certificate
No.: 6873/2025) as the Secretarial Auditors of your Company subject to approval of members in ensuing 42^nd Annual General
Meeting ("AGM") for the period of five consecutive financial year starting from 2025-26 to 2029-30 at such remuneration as
shall be fixed by the Board/Committee. Your Company has received their written consent that the appointment is in
accordance with the applicable provisions of the Act and rules framed thereunder. The Secretarial Auditors have confirmed
that they are not disqualified to be appointed as the Secretarial Auditors of your Company for the audit of five consecutive
financial year i.e. from 2025-26 to 2029-30.

Secretarial Audit Report

The Report of the Secretarial Auditor for the year 2024-25 is annexed herewith as “ANNEXURE-C” and forms an integral
part of this report.

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Secretarial Auditor Observations	Management comments
There are 3 (Three) charges which were satisfied long back but no evidence of the satisfaction was produced before me and these charges are shown in the Index of Charges at the portal of MCA.	The matter is very old, and the company is in continuous follow up with the ROC for deletion of the charge ID, however, in absence of the adequate evidence for filing of the Form-17 /CHG-4 (under the Companies Act, 1956), these charges could not be removed from MCA Portal.

26. SECRETARIAL AUDIT OF MATERIAL UNLISTED WHOLLY OWNED SUBSIDIARY COMPANY

Medgel Private Limited, a material wholly owned subsidiary of the Company, undertakes Secretarial Audit under Section 204
of the Companies Act, 2013. The Secretarial Audit of Medgel Private Limited for the Financial Year 2024-25 was carried out
pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The
Secretarial Audit Report of Medgel Private Limited submitted by L.N. Joshi & Company, Company Secretaries is annexed as
ANNEXURE-D and forms an integral part of this Report.

27. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2024-25 for all applicable compliances as per SEBI Regulations
and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance
Report for the financial year 2024-25 has been submitted to the stock exchange within the prescribed time.

28. STATUTORY AUDITORS

Rawka & Associates, Chartered Accountants (FRN: 021606C), were re-appointed as Statutory Auditors of your Company in
the 39^th Annual General Meeting held on 28^th September 2022, for another term of five consecutive years from the conclusion
of 39^th Annual General Meeting up to the conclusion of the 44^th Annual General Meeting to be held for the financial year
2026-27.

The Auditor’s Report and the notes on financial statement for the year 2024-25 referred to in the Auditor’s Report
are self-explanatory and do not call for any further comments.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Government covered under Section 134 (3) (ca) of the
Companies Act, 2013. Further, the Auditors have not found any fraud as required to be reported by them under Section
143(12) to the Central Government during the year 2024-25.

29. INTERNAL AUDITOR

The Board of Directors in their meeting held on 23^rd May 2024 on the recommendation of Audit Committee approved the
appointment of Praveen Shrivastava & Company, Chartered Accountant, as an Internal Auditor of the Company for the
financial year 2024-25.

Further during the financial year 2024-25, the Company took their suggestions and recommendations to improve
and strengthen the internal control systems. Their scope of work includes review of operational efficiency, effectiveness of
systems and processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews the adequacy and effectiveness of the Company’s internal control environment and
monitors the implementation of audit recommendations including those relating to strengthening of the Company’s risk
management policies and systems.

30. COST AUDITOR AND RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended
time to time, the provision regarding Cost Audit and Records was not applicable to the Company during the year 2024-25.

31. MD/CFO CERTIFICATE

The Managing Director and CFO of your Company have issued the necessary certificate pursuant to the provisions of
Regulation 17 (8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. CODE OF CONDUCT

Pursuant to Regulation 17 (5) of the SEBI Listing Regulations requires listed companies to lay down a Code of Conduct for its
Directors and senior management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Company
has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the
website of the Company at http://medicaps.com/upload/code-of-conduct-PIT.pdf.

All Directors and Senior Management personnel have affirmed compliance with the Code for 2024-25. Declaration
on adherence to the code of conduct is forming part of the Corporate Governance Report.

33. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit
Committee of the Company from time to time so that management controls the risk through a structured network. The main
objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in
reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy
establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues. The
Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board is entrusted
with the task of monitoring and reviewing the Risk Management Plan and procedures of the Company. This acts as a
supplement to the Internal Control Mechanism and Audit function of the Company.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between
the end of the financial year to which the financial statements relate and the date of this Board’s report.

35. ENVIRONMENT AND SAFETY

Safety is your company’s topmost priority with primary focus on developing a safety culture among employees. Your
Company’s policy requires conduct of operations in such a manner, to ensure safety of all concerned compliances,
environmental regulations and preservation of natural resources.

36. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to
redress the Complaint received regarding sexual harassment. Further the Company has complied with provisions relating to the
constitution of Internal Complaints Committee under The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this
Policy. The status of the complaints filed, disposed of and pending during the financial year 2024-25 is given below: -

S. N.	Particulars	No. of Complaints
a	Number of Complaints of Sexual Harassment received in the year	Nil
b	Number of Complaints disposed during the year	Nil
c	Number of cases pending for more than ninety days	Nil

37. LISTING OF SHARES WITH STOCK EXCHANGE

The Company’s shares are listed on BSE Limited, and the Company is regular in payment of the Listing Fees. There was no
suspension of trading during the year under review.

38. INSURANCE

The Company’s movable assets are adequately insured against the risk, as consider necessary by the Management from time to
time.

39. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the
Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In
view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of
Dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

40. COMPLIANCE OF SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of
India as amended from time to time and approved by the Central Government under Section 118 (10) of the Companies Act,
2013.

41. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANY’S OPERATION IN FUTURE.

There is no significant material orders passed by the Regulators which would impact the going concern status of the Company
and its future operations.

42. DESIGNATED PERSON FOR THE PURPOSE OF DECLARATION OF BENEFICIAL INTEREST IN THE
SHARES OF THE COMPANY:

Pursuant to provision of Rule 9 (4) of Companies (Management and Administration) Rules, 2014 as amended by MCA vide
Notification dated 27th October, 2023, every Company required to designate a person who shall be responsible for furnishing,
and extending co-operation for providing, information to the Registrar or any other authorized officer with respect to beneficial
interest in shares of the company.

Accordingly, the Company has appointed Mr. Abhishek Jain (ACS: 36699), Company Secretary of the Company,
as Designated Person for the purpose of declaration of beneficial interest in the shares of the Company.

43. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions/events on these items during the year under review:

> The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

> As on 31^st March 2025, none of the Directors of the company hold instruments convertible into equity shares of the
Company.

> There was no change in capital structure of the Company. Further the Company has not issued any Shares (including
Sweat Equity Shares) to employees of the Company under any Scheme and not made any Stock Option Schemes.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/purchase of
which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold
shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as
required under Regulation 34 (2) of the SEBI Listing Regulations, is not applicable to your Company for the financial
year ending 31^st March 2025.

> No application was made, or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the
year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board''s Report of the Company during the year under review.

> Since the total number of employees of the Company is below the prescribed threshold, the provisions of the Maternity
Benefit Act, 1961 are not applicable to the Company.

44. ACKNOWLEDGEMENT AND APPRECIATION

Your directors thank and acknowledge the continuous co-operation and assistance extended by all the stakeholders, our
employees and the various customers.

DATE: 05^th AUGUST, 2025 BY ORDER OF THE BOARD OF DIRECTORS

PLACE: INDORE FOR MEDI-CAPS LIMITED

RAMESH CHANDRA MITTAL ALOK K GARG

CHAIRMAN & DIRECTOR MANAGING DIRECTOR

DIN: 00035272 DIN: 00274321

---

Mar 31, 2024

It gives me immense pleasure to present the 41^st Annual Report of the Company for the financial year ended March 31, 2024, along with the Audited Standalone and Consolidated Financial Statements and Auditor’s Report thereon. The year 2023-24 in which company has generated revenue from its real estate segment and revisited the core values of the Company, in view of the changing business scenario and the organizational growth plans.

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

The standalone and consolidated financial statements of the Company for the financial year ended 31 ^st March 2024 have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The following table shows the operational results of the Company for the Financial Year 2023-24 as compared to that of previous year:

(Amount in T.akhs pvrpnt

	Standalone		Consolidated
Particulars	Year ended	Year ended	Year ended	Year ended
	31.03.2024	31.03.2023	31.03.2024	31.03.2023
Total Income	731.26	74.60	2782.01	5097.42
Total Expenditure before Interest and Depreciation	232.52	39.79	2737.96	4430.86
Profit/Loss before Interest, Depreciation & Tax (EBIDTA)	498.74	34.81	44.05	666.56
Less: Interest	0.00	0.00	0.00	0.16
Less: Depreciation	16.01	9.23	168.65	174.32
Profit/Loss before Tax	482.73	25.58	(124.60)	492.08
Less:(a) Current Tax	95.00	0.00	95.00	122.00
(b) Earlier year (excess)/short provision for tax written back	0.00	0.00	5.56	183.58
(c) Deferred Tax	(1.09)	(0.14)	(1.09)	(0.14)
Profit/ Loss for the period from continuing operations	388.82	25.72	(224.08)	186.64
Profit/Loss from discontinued operations	0.00	(11.07)	0.00	(11.07)
Profit/Loss for the period	388.82	14.65	(224.08)	175.57
Other Comprehensive Income	149.36	(32.70)	465.27	55.95
Total Comprehensive Income for the period comprising Profit/(Loss)	538.18	(18.05)	241.20	231.52
EPS (Equity Shares of INR 10/- each) (in INR) Basic and Diluted (for continuing and discontinued operations)	3.12	0.12	(1.80)	1.41

STATE OF COMPANY’S AFFAIRS AND REVIEW OF OPERATIONS

In the financial year 2023-24 the Company, on a standalone basis, has earned total income of INR 731.26 Lakhs and generated a profit after tax (Before Comprehensive Income) of INR 388.82 Lakhs.

Further on a consolidated basis, the Company has earned a total income of INR 2782.01 Lakhs and incurred a loss (Before Comprehensive Income) of INR 224.08 Lakhs The consolidated financials reflect the cumulative performance of Medi-Caps Limited along with its wholly owned subsidiary i.e. Medgel Private Limited.

2. CHANGE IN REGISTERED OFFICE

During the current financial year 2024-25, Board of Director in their meeting held on 07^th August 2024 proposed to shift the registered office of the Company from Mhow - Neemuch Road, Sector 1, Pithampur - 454775, Dist. Dhar (M.P.) To 201, Pushpratna Paradise 9/5 New Palasiya, Opposite UCO Bank, Indore (M.P.) 452001 w.e.f. 01^st October, 2024 subject to approval of members in ensuing Annual General Meeting.

3. ANNUAL RETURN

Pursuant to Section 134 (3) (a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of annual return for Financial year 2023-24 is applicable to the Company and the same is available on the website of your Company

i.e. https://medicaps.com/upload/mgt-2023-24.pdf

4. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND AGM

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. The notice of the Board Meeting is given in advance to all the Directors. The agenda of the Board/ Committee meetings is circulated at least 7 (seven) days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The details of the number of meetings of the Board and its Committees held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

Further, 40^th Annual General Meeting of the Company for the Financial year 2022-2023 was held on Friday, 29^th September 2023.

5. DIVIDEND

To conserve resources and plough back profits; the Board of Directors has not recommended any dividend for the year 202324.

6. AMOUNT TRANSFERED TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

7. DEPOSITS

Your Company has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 as amended from time to time.

Details of deposits which are not in compliance with the requirements of Chapter V of the act:

Not Applicable, Since Company has not accepted any deposit; therefore, the question does not arise regarding noncompliance with the requirement of Chapter V of the Companies Act, 2013.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2 (31) of the Companies Act, 2013 read with Rule 2 (1) (c) (viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the Company had not received any unsecured loan from directors during the financial year 2023-24.

8. SUBSIDIARIES, ASSOCIATE OR JOINT VENTURES OF THE COMPANY

The Company continues to have one Wholly Owned Subsidiary i.e. Medgel Private Limited. Further, the Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2023-24. Further, there are no companies that have become/ceased to be subsidiary, associate or joint venture of the Company during the financial year 2023-24.

During the financial year, your Board of Directors had reviewed the affairs of the subsidiary. The consolidated financial statements of your Company are prepared in accordance with Section 129(3) of the Companies Act, 2013; and forms part of this Annual Report.

A separate statement containing salient features of the Financial Statement of the Subsidiary in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. There has been no material change in the nature of the business of the subsidiary company.

In accordance with fourth proviso of Section 136 (1) of the Companies Act, 2013, the Annual Report of the Company, containing inter alia the audited standalone and the consolidated financial statements of the Company for the financial year ended 31st March, 2024, along with relevant documents has been placed on the website of the Company, www.medicaps.com. Further, audited financial statements of the subsidiary company have also been placed on the website of the Company https://medicaps.com/upload/fssc-2023-24.pdf

In terms of Section 136 of the Companies Act, 2013 (‘the Act’), the Financial Statement of the subsidiary company is not required to be sent to the members of the Company. The Company shall provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company during business hours.

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, the details of investments made in the subsidiary have been furnished in Notes forming part of the Accounts. Further Company has not given any loans/advances to the subsidiary of the Company

MATERIAL SUBSIDIARY

Medgel Private Limited is material wholly owned subsidiary of the Company as per the thresholds laid down under the Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘SEBI Listing Regulations’). The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Company’s website at: Policy-for-determining-Material-Subsidiary-f.pdf (medicaps.com)

9. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for the year ended 31^st March, 2024, have been prepared in accordance with applicable IND AS 110- “Consolidated Financial Statements” as notified by Ministry of Corporate Affairs and as per general instructions for preparation of consolidated financial statements given in Schedule III and other applicable provisions of the Act, and in compliance with the SEBI Listing Regulations.

The financial statements of the subsidiaries and the related detailed information will be made available to the shareholders of the Company seeking such information. The Audited Consolidated Financial Statements along with the Auditors'' Report thereon forms part of the Annual Report.

10. DETAILS OF BOARD OF DIRECTORS AND KMPs

The composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

a) Constitution of the Board

As on 31^st March 2024. Board of Directors comprises of total 07 (Seven) Directors namely:

S.N.	Name of Directors	DIN	Designation
1	Mr. Ramesh Chandra Mittal	00035272	Chairman and Director
2	Mr. Alok K. Garg	00274321	Managing Director
3	Mrs. Kusum Mittal	00035356	Women Director
4	Mr. Pramod Fatehpuria	00972389	Independent Director
5	Mr. Ashok Agrawal Omprakash	07870578	Independent Director
6	Mr. Dharmendra Solanki	09055239	Independent Director
7	Mr. Gajendra Singh	10253991	Independent Director

The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision-making process and provide guidance to the executive management to discharge their functions effectively.

b) Change in Directors

During the financial year 2023-24, on the recommendation of Nomination and Remuneration Committee, Mr. Gajendra Singh (DIN: 10253991) was appointed as an Additional Director in the category of Non-executive Independent Director of the Company w. e. f. 11^th August 2023 for a term of 5 (five) consecutive years commencing from 11^th August, 2023 to 10^th August, 2028 (both days inclusive), at its meeting held on 11^th August 2023 which were subsequently confirmed by the members in their 40^th Annual General Meeting held on 29^th September 2023.

Further, during the year Mr. Akshit Garg (DIN: 08576807) and Mr. Sourabh Kumar Shrivas (DIN: 09692160) were resigned from the post of Non-Executive Director w.e.f. 21^st July, 2023.

However, during the current Financial Year 2024-2025, second and final term of Mr. Pramod Fatehpuria (DIN: 00972389) as Independent director, has been completed, consequently he ceased/retired from the directorship of the Company w. e. f. the close of business hours on 28^th May, 2024. Your Board places on record his deep appreciation of the valuable contribution made by him during his tenure as Independent Director of the Company.

c) Board Independence

Our definition of ‘Independent Director’ is derived from Regulation 16(1)(b) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. As on 31^st March 2024, the Company is having following 4 (Four) Independent Directors:

1. Mr. Ashok Omprakash Agrawal : DIN: 07870578

2. Mr. Pramod Fatehpuria : DIN: 00972389

3. Mr. Dharmendra Solanki : DIN: 09055239

4. Mr. Gajendra Singh : DIN: 10253991

d) Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Company''s Articles of Association, Mr. Alok K. Garg (DIN: 00274321), Managing Director retires by rotation at the ensuing 41^st Annual General Meeting and being eligible offers himself for re-appointment. However, his term is fixed and shall not break due to this retirement. Your directors have recommended his appointment for approval of shareholders, in the ensuring Annual General Meeting of the Company.

e) Key Managerial Personnel

As on 31^st March, 2024, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Alok K Garg (DIN: 00274321), Managing Director.

2. Mr. Abhishek Jain, Company Secretary and Compliance Officer; and

3. Mr. Hemant Sethi, Chief Financial Officer

f) Change in the Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

Disqualifications of Directors

During the year under review, declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. The Board appraised the same and found that none of the directors is disqualified from holding office as director.

11. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declarations as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations stating that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. 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.

The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended up to the date, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (“IICA”). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

12. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of your company, to the best of their knowledge, belief, ability and explanations obtained by them, confirm that-

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent 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 year.

c. The Directors had 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.

d. the Directors had prepared the annual accounts on a going concern basis.

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2023-24.

13. COMMITTEES OF THE BOARD OF DIRECTORS

The Board is assisted by several committees, whose delegated authority enhances role clarity and the effective execution of responsibilities throughout our business. These committees are tasked with governance issues and provide periodic reports to the Board on their activities. Each committee evaluates its effectiveness by reviewing its activities against approved terms of reference in alignment with delegated powers and authority.

The Details of Committees of the Board are given below:-

(i) Audit Committee

(ii) Nomination and Remuneration Committee

(iii) Stakeholders Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Report.

14. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year on 8^th November, 2023. The meeting was conducted in an informal manner without the presence of the Chairman, Managing Director and Non-Executive Non-Independent Directors of the Company.

15. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the Nomination and Remuneration Committee framed a Nomination and Remuneration Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 178 of Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations. Policy of the Company has been given at the website of the Company at Remuneration-Policy.pdf (medicaps.com). The details of the same are also covered in Corporate Governance Report forming part of this Annual Report.

A) STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS HAS BEEN MADE

Pursuant to Section 134(3)(p) of the Companies Act, 2013 and SEBI Listing Regulations, The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors. The performance of the Board was evaluated by the Board after seeking input from all the directors because of criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

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 and 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 Chairman. 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.

Performance Evaluation Criteria for Independent Directors:

Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments. Further details are reported in the Corporate Governance Report.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, Mr. Gajendra Singh (DIN: 10253991) was appointed as an Independent Director in the Company. At the time of appointment of Mr. Gajendra Singh (DIN: 10253991), the Nomination and Remuneration Committee of the Board considered that he had a vast post qualification experience and a good exposure in Administration. He is well known for his Strategic thinking skills and abilities to deal with management issues. Mr. Gajendra Singh possesses humble confidence with leadership qualities and Business acumen, and it was believed that he would exercise objective independent judgment on corporate affairs and maintains high ethical standards and shall take into account the interests of stakeholders.

Further, in the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of Rule 8(5) (iii) (a) of the Companies (Accounts) Rules, 2014. A list of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in the Corporate Governance Report.

B) FAMILIARIZATION PROGRAMME IMPARTED TO INDEPENDENT DIRECTORS

Your Company has familiarized the Independent Directors, with regard to their roles, rights, responsibilities, nature of the industry in which your Company operates, the business model of your Company etc. The Familiarization Programme was imparted to the Independent Directors during the meetings of the Board of Directors.

The details of program for familiarization of Independent Directors of the Company is available on Company’s website at Familiarization-policv-updation-2023-24.pdf (medicaps.com).

16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 read with Schedule V of the SEBI Listing Regulations disclosure on particulars relating to Investment are stated in Note No. 3 & 6 of Standalone Financial Statement. Further your company has not given any loan or advances in nature of loan to any other Body Corporate or person. Details of investments given are disclosed as under:

Name of the Company	Nature of Transactions	Investment made/ Guarantee/ Loans Provided	Closing value as on 31st March, 2024
Medgel Private Limited (Wholly Owned Subsidiary)	Non-Current	Investment	4282.35
Natural Capsules Limited	Non-Current	Investment	0.30
Mutual Funds & SIP	Current	Investment	1120.25

*lhe investments are reported as per relevant Ind-As.

The above stated investments are within the limits as specified under Section 186 of the Companies Act, 2013.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In line of the requirements of the Companies Act, 2013 and the SEBI Listing Regulations, the Company has formulated a Policy on dealing with related party transactions, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy of RPT is available on the Company’s website RPT-Policv-W.E.F-25.07.2018-Final-Updated.pdf (medicaps.com)

During the year under review, all related party transactions entered by the company, were approved by the Audit Committee and were at arm''s 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 arm''s length basis. There were no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY 2023-24 and hence does not form part of this report.

Details of related party transactions entered into by the Company, in terms of Companies Act, 2013 and IND AS-24 have been disclosed in the notes to the standalone/consolidated financial statement forming part of this Annual Report 2023-24.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under sub-section (3)(m) of Section 134 of the Companies Act, 2013 read with Rule (8)(3) of the Companies (Accounts) Rules, 2014 are given as under:

S. No.	Particulars	Details
(A)	Conservation of Energy
(i)	The steps taken or impact on conservation of energy	Not applicable as there was no such business operation
(ii)	The steps taken by the company for utilizing alternate sources of energy	Not applicable as there was no such business operation
(iii)	The capital investment on energy conservation equipment	Nil
(B)	Technology Absorption
(i)	The efforts made towards technology absorption	Not Applicable
(ii)	The benefits derived like product improvement, cost reduction, product development or import substitution	Not Applicable
(iii)	In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year)	The Company has neither purchased within India nor imported any technology.
(iv)	The expenditure incurred on Research and Development	The Company has not incurred any expenditure on Research and Development during the year under review.
(c)	Foreign Exchange Earnings and Outgo	During the year under review, there was neither inflow nor outflow of foreign exchange.

19. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board is expected to play an important role in establishing the control environment, including clarity of expectations regarding integrity and ethics and adherence to codes of conduct and creating clear accountability for performance of internal control responsibilities. The Company’s Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company’s policies, safeguarding assets of the Company, prevention and

detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board review these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified because of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals. The company has laid down adequate systems and well-drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for periodically checking and monitoring the internal control measures. Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

20. CORPORATE SOCIAL RESPONSIBILITY

In view of the net worth, profits and turnover, the Company does not fall under the provisions of Section 135 of the Companies Act, 2013 and the rules made there under. Hence the obligations under Section 135 of the Companies Act, 2013 are not applicable to the Company.

21. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND PARTICULARS OF EMPLOYEES

Pursuant to provision of Section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, given in the “ANNEXURE-B” and forms an integral part of Board Report.

During the year, none of the employee is drawing remuneration of more than INR 102.00 Lakhs or more per annum or INR 8.50 Lakhs per month for part of the year. Therefore, the statement containing details of Top Ten Employees in terms of remuneration of employees as required under Section 197(12) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to the date, is available at Corporate Office of the Company. In terms of Section 136(1) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at investors@medicaps. com

Pursuant to Section 197(14) of the Companies Act, 2013, during the year, Mr. Alok K. Garg (DIN: 00274321), Managing Director of the Company has drawn remuneration of INR 41.95 Lacs from wholly owned subsidiary company in capacity of Managing Director of Medgel Private Limited till the date of 31^st October, 2023 and Mr. Akshit Garg (DIN: 08576807), Non-Executive Non-Independent Director of the Company has drawn remuneration of INR 19.84 Lacs from wholly owned subsidiary company in capacity of Whole Time Director of Medgel Private Limited. Apart from this none of the Director of the Company received any remuneration or commission from the wholly owned subsidiary company.

22. REPORT ON CORPORATE GOVERNANCE

Your company has complied with the corporate governance requirements under the Companies Act, 2013 and Regulation 34(3) read with Schedule V of the SEBI Listing Regulations. A detailed report on Corporate Governance confirming compliance with the conditions of the Corporate Governance, forms part of the Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under SEBI Listing Regulations, is presented in a separate section forming part of the Annual Report.

24. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Policy also provides adequate protection to the Directors and employees who report unethical practices and irregularities from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company’s website at the whistle-blower-policy.pdf (medicaps.com)

During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

25. 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 Board of Directors has appointed L. N. Joshi & Co., Practicing Company Secretaries, Indore to undertake the Secretarial Audit of the Company for the Financial Year 2023-24.

The Report of the Secretarial Auditor for the year 2023-24 is annexed herewith as “ANNEXURE-C” and forms an integral part of this report.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:

Secretarial Auditor Observations	Management comments
There are 3 (Three) charges which were satisfied long back but no evidence for the satisfaction was produced before me and these charges are shown in the Index of Charges at the portal of MCA.	The matter is very old, and the company is in continuous follow up with the ROC for deletion of the charge ID, however, in absence of the adequate evidence for filing of the Form-17 (under the Companies Act, 1956), these charges could not be removed from MCA Portal.
Delay in submission of Disclosure of Related Party Transaction for the half year ended on 30th September, 2023	The Company made multiple attempts to file the Disclosure of Related Party Transactions for the half year ended on September 30, 2023, with BSE. However, due to technical issues with system, the Company could not file it within the prescribed time limit. The RPT disclosure was filed with a delay of one day, and a fine was deposited to BSE on December 21, 2023.

Delayed in submission of disclosure pursuant to SEBI Circular number SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, related to the pendency of any litigation(s) or disputes, which may have an impact on the listed entity.

Due to technical issues with system, the Company could not file it within the prescribed time limit. The same disclosure was filed with a delay of three days.

26. SECRETARIAL AUDIT OF MATERIAL UNLISTED WHOLLY OWNED SUBSIDIARY COMPANY

Medgel Private Limited, a material wholly owned subsidiary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 2013. The Secretarial Audit of Medgel Private Limited for the Financial Year 2023-24 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI Listing Regulations. The Secretarial Audit Report of Medgel Private Limited submitted by L.N. Joshi & Company, Practicing Company Secretaries is annexed as ANNEXURE-D and forms an integral part of this Report.

27. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation 24A, the Annual Secretarial Compliance Report for the financial year 2023-24 has been submitted to the stock exchange within the prescribed time.

28. STATUTORY AUDITORS

Rawka & Associates, Chartered Accountants (FRN: 021606C), were re-appointed as Statutory Auditors of your Company in the 39^th Annual General Meeting held on 28^th September 2022, for another term of five consecutive years from the conclusion of 39^th Annual General Meeting up to the conclusion of the 44 ^th Annual General Meeting to be held for the financial year 2026-27.

The Auditor’s Report and the notes on financial statement for the year 2023-24 referred to in the Auditor’s Report are selfexplanatory and do not call for any further comments.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Government covered under Section 134(3) (ca) of the Companies Act, 2013. Further, the Auditors have not found any fraud as required to be reported by them under Section 143(12) to the Central Government during the year 2023-24.

29. INTERNAL AUDITOR

The Board of Directors in their meeting held on 23^rd May 2023 on the recommendation of Audit Committee approved the appointment of Praveen Shrivastava & Company, Chartered Accountant, as an Internal Auditor of the Company for the financial year 2023-24.

Further during the financial year 2023-24, the Company took their suggestions and recommendations to improve and strengthen the internal control systems. Their scope of work includes review of operational efficiency, effectiveness of systems and processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company’s risk management policies and systems

30. COST AUDITOR AND RECORDS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit and Records was not applicable to the Company during the year 2023-24.

31. MD/CFO CERTIFICATE

The Managing Director and CFO of your Company have issued the necessary certificate pursuant to the provisions of Regulation 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

32. CODE OF CONDUCT

Pursuant to Regulation 17(5) of the SEBI Listing Regulations requires listed companies to lay down a Code of Conduct for its Directors and senior management, incorporating duties of Directors as laid down in the Companies Act, 2013. The Company has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the Company at CODE-OF-CONDUCT-FOR-BOARD-OF-DIRECTORS-AND-KMPS.pdf (medicaps.com).

All Directors and Senior Management personnel have affirmed compliance with the Code for 2023-24. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

33. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY The Company has its Risk Management Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of the Company from time to time so that management controls the risk through a structured network. The main objective of this policy is to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy establishes a structured and methodical approach to risk management, in order to guide decisions on risk related issues. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board is entrusted with the task of monitoring and reviewing the Risk Management Plan and procedures of the Company. This acts as a supplement to the Internal Control Mechanism and Audit function of the Company.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Board’s report.

35.SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In compliance with the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace and has duly constituted an Internal Compliant under the same.

There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

36.LISTING OF SHARES WITH STOCK EXCHANGE

The Company’s shares are listed on BSE Limited, and the Company is regular in payment of the Listing Fees. There was no suspension of trading during the year under review.

37INSURANCE

The Company’s movable assets are adequately insured against the risk, as consider necessary by the Management from time to time. The Company has also taken insurance cover for any claims/losses arising out of its core business.

38. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

39. COMPLIANCE OF SECRETARIAL STANDARDS

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India as amended from time to time and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

40. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANY’S OPERATION IN FUTURE.

There are no significant material orders passed by the Regulators which would impact the going concern status of the Company and its future operations.

41. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

> The company has not issued equity shares with differential rights as to dividend, voting or otherwise.

> As on 31^st March 2024, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> The company has not issued any Shares (including Sweat Equity Shares) to employees of the Company under any Scheme and also not made any Stock Option Schemes.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 2013).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental, social and governance disclosures, as required under Regulation 34(2) of the SEBI Listing Regulations, is not applicable to your Company for the financial year ending 31^st March 2024.

> No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or Financial Institutions.

> There was no revision of financial statements and Board''s Report of the Company during the year under review.

42. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors of your Company wish to express their deep gratitude towards the valuable co-operation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and shareholders. Further, the Board places its special appreciation for the cooperation and continued support extended by employees of the Company at all levels.

FOR AND ON BEHALF OF BOARD OF DIRECTORS MEDI-CAPS LIMITED

DATE: 07^TH AUGUST 2024 PLACE: INDORE

RAMESH CHANDRA MITTAL ALOK K GARG CHAIRMAN MANAGING DIRECTOR

DIN: 00035272 DIN: 00274321

---

Mar 31, 2023

Your Board of Directohsas pleasure to presentingthe 40^th Annual Reporton the business and operationcf Medi Caps Limitedtogether with thS tandalone and Consolidated Audited Financial Statements for the year ended 31 March2023 .

1. STATE OF AFFAIRS AND FINANCIAL PERFORMANCE:

FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENTS:

The standalone and consolidated financial statements of the Company for the financial year e¥nBddu3dh2C23 ,

have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of

Corporate Affairs and as amendednfirtime to time.

The following table shows the operational results of the Company for the FinancidlOZYeaS as compared to that of previous year:

Particulars	Standalone		Consolidated
	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Total Income	74.6 0	60.74	5097.42	7178.5 3
Total Expenditure before Interest and Depreciati	39.79	57.59	4430.8 6	599143
Profit/Loss before Interest, Depreciation & Tax (EBIDTA)	34.81	3.15	666.56	1187.10
Less: Interest	0.00	0.00	0.16	0.02
Less: Depreciation	9.Z3	9.23	F4.32	8132
Profit/Loss before Tax	25.58	(6.08)	492.08	1005.77
Less:(a) Current T ax (b) Earlier year (excess)/short provision for written back (c) Deferred Tax	0.00 0.00	0.00 0.00	122.00 83.58	0.00 0.00
	(0.14)	1.44	(0.4)	1.44
Profit/ Loss for the period from continuing operations	25.72	(7.52)	186.64	1004.33
Profit/Loss from discontinued operations	(11.07)	3.72	(11.07)	3.72
Profit/Loss for the period	14.65	(3.80)	175.57	1008.05
OtherComprehensive Income	(32,70)	35.69	55.95	46.32
Total Comprehensive Income for the period comprising Profit/(Loss)	(18.05)	31.89	231.52	1154.37
EPS (Equity Shares of Rs. 10/- each) (in Rs.) Basic and Diluted (for continuing and discontinued operations)	0.12	(0.03)	1.41	8.08

STATE OF COMPANY’S AFFAIRS AND REVIEW OF OPERATIONS

The Membersare aware that the Company had entered into Real Esstxdtar and started its first projeMedicaps Business Park’ with M/s.Tirupati Reality & Developer sThe Developer has started marketing of the project after receiving the approval under Real Estate Regulatory Authanitythe project is getting huge response in the market impact of the same in terms of revenue will be reflected in the financia0Z3eaZ4.

In financial year 202223, on standalone basis,the C)mpany has earned total income ofRs. 74.60 Lakhs and incurred a loss of (aftermprehensive income) of Rs. B.05 Lakhs as compared to previous year where the Company had earned total income of Rs. 60.74 lakhswhich consists mainly of Capital Gain on Mutual Fundd earned net profit (after comprehensive income) amounting to Rs. 3189 L akhs

Furthern a consolidated basis, the Companjias earned total income of s. 5097.42 Lakhs as against Rs. 7178.53 Lakhs in the previous yeamd earned net profit (after comprehensiveccime) of Rs .23.52 Lakhs as compared to the previous financial year in which Company earned net p(raofftietr comprehensive income) amounting to Rs. 154.37 Lakhs. The consolidated financials reflect the cumulative performances ofCMpsdi Limited along with its wholly owned subsidiary (Medgel Private Limited).

Detailed description about the business carried out is contained in the Management Discussion and Analysis report.

2. ANNUAL RETURN

Pursuant to Section 34(3)(a) of the Companies Act, 20B, the draft annual return as^t on a3ch, 2023 prepared in accordance with Section 92(3) of the Act is made available on the website of your Company and can be assessed using the web lin https://medicaps.com/wp-content/uploads/2023/08/MGT-7%20List.pdf

3. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEE AND AGM

The Board meets at regular intervals to discuss and decide on business policy and strategy apart from other Board business. The notice of Board eMing is given well in advance to all the Directors. The agenda of the Board/ Committee meetings are circulated at least 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings include detailed notes on the items to beuslisd at the meeting to enable the Directors to take an informed decision .

The details of the number of meetings of the Board and its Committees held during the Financial Year 2022 -23 forms part of the Corporate Governance Report. Further, Annual (MBethlg of the Company for F inancial year 2021-2022 was held on Wednesday 28^th September, 2022

4. DIVIDEND

Due to inadequate profithe Board of Directors has not recommended any dividend for thexpar23.

5. AMOUNT TRANSFER TO RESERVES

During the yeaunder review, no amount was transferred to any of the reserves by the Company.

6. DEPOSITS

Your Company has not accepted deposit from the public falling within the ambit of Section 73 of the Companies Act, 203 and the Companies (Acceptance of Deposits) Ru}e204 and there were no remaining unclaimed deposits as on 31 March2023 . Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 203 and the Rules made there under.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2(3]) Read with Rule ^(viii) of Companies (Acceptance of Deposits) Rules, 204, (including any statutory modification or-enactment thereof for the time being in force), thepany had not received any unsecured loan from directors during the financial year.

7. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

The Company is continuing havinone Wholly Owned Subsidiary i.e. Medgel Private LimitFahrther, the Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2022-2023. There are no companies which become/ceased to be subsidiaries during the year of your Company.

A separate statement containing salienhtifres of the Financial Statement of the Subsidiary in the prescribed Form AOCare annexed to this Report aANNEXURE-A and hence is not repeated here for sake of brevity .

In accordance with fourth proviso of Section ]36(]) of the Companies Act, 203 Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Companywww.medicaps.com. Further, as per fifth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Compdrttps / / medicaps .com/ ?page id=7256 .

There has bee no material change in the nature of the business of the subsidiary company.

In terms of Section 136 of the Companies Act, 2013 (‘the Act’), Financial Statement of the subsidiary company is not required to be sent to the members of the Company. The Qorsh»ali provide a copy of the annual accounts of its subsidiary company to the members of the Company on their request. The annual accounts of its subsidiary company will also be kept open for inspection at the registered office of the Company duraag busin hours .

MATERIAL SUBSIDIARY

Medgel Private Limit dd material wholly owned subsidiary of the Company as per the thresholds laid down under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘SEBI Listng Regulations’). The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the SEBI Listing Regulations as amended from time to time. The Policy has been uploaded on the Company’s website at: https //medicaps.com/wBcontent/uploads/2022/ C8/P olicy-for-deter mining M ater iaS ubsidiaryf.pdf

8. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in enclosing the Consolidated Financial Statements pursuant to the requirement of Section 129 of the Companies Act, 203 and Regulation 33 and Regulation 34 of the SEBI Listing Regulations, read with other applicable provisions anjdrepared in accordance with applicable IND AS, for financial year ended March 3,2023. The Consolidated Financial Statements form part of this Annual Report.

A Report on the performance and financial position of the subsidiary company included in thMdatoad;

F inancial Statements and their contribution to the overall performance of the Company is provided in Fbrm AOC and forms integral part of this Annual Report.

9. DETAILS OF BOARD OF DIRECTORS AND KMPs

The composition of the Board of Directors ofCtimipany is in accordance with the provision of Section 49 of the Companies Act, 20B and Regulation 7 of the SEBI Listing Regulations, with an appropriate combination of Executive, NonExecutive and Independent Directors.

a) Constitution of the Board

As on 31^st March, 2023, Board of Directors comprises of tot plight) Directors namely:

(i) Mr. Ramesh Chandra Mit(DIN:000B5272 ), Chairman and Non Executive Non Independent Dir ector

(ii) Mr. Alok K Gai(g)IN:O0274321 ), Managing Director

(iii) Mrs. Kusum Mit{flIN:000353 56 ), Non Executive Non dependent Women Director

(iv) M r. Akshit Gai(DIN: 08576807) , Non E xecutive N on Independent Dir ector

(v) Mr. Pramod Fatehpm(QIN:00972389 ), Independent Director

(vi) Mr. Ashok Agrawal Omprak (DIN :07870578 ), Independent Director

(vii) Mr. Dharmendra SolankDIN:090552B9 ), Independent Director

(viii) Mr .Sourabh Kumar Shrinivdls)IN: 09692H)) , Independent Director

The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business pottayecinion making process and provide guidance to the executive management to discharge their functions effec tively.

b) Change in Directors

During the financial year 202123, on the recommendation of Nomination and Remuneration Committee, Mr. Sourabh KumarShrivas (DIN: 09692H)) was appointed additional director and Noxecutive Independent Directorand Mr. Akshit Garg (DIN: 08576807)was appointed as additionaldirectorand promoter Non-Executive Directorby the Board of Director*, e. f. 0f^h August, 2022 at its meeting held on^August, 2022 which were subsequently confirmed by the members in theft¹ A9mual General M eeting held on September, 2022.

However, during the Current Financial Year -2222B, Mr. Sourabh Kumar Shriv^DIN : 09692B0) and Mr. Akshit Garg (DIN: 08576807) were resigned from the post of directorship of the Companjf.w21^st July,

2023.

Further during the Current Financial Year-2Q023 on the recommendation of Nomination and Remuneration Committee,ht Board at its Meeting held on ^thMugrnst, 2023 approved appointment of Mr. Gajendra Singh (DIN: 0053991) as an Additionaldirector under the category Nf on-Executive Independent Director on the Board of Directors of the Company with effect ft AngUst, 2023 to hold office up to the date of ensuing Annual General Meeting of the Company to be held thereafter and subject to the approval of the Members at the said Annual General Meeting, to hold office as an Independent Director for a term) of 5 (fiv consecutive years commencing from ^thAugust, 2023 to 10^th August, 2028 (both days inclusive). The Company has received the requisite Notice from a Member in writing proposing their appointment aE xecNtone Independent Director of the Company.

c) Board Independence

Our definition of ‘Independent Director’ is derived from Regulation 16(1)(b) of SEBI ListingRegulations and Section 149(6) of the Companies Act, 203. As on 3^sl March, 2023, the Company is having following 4 (Four) Independent Director s:

1 Mr. Ashok Omprakash Agrawal (DIN: 07870578)

2 Mr. Pramod Fatehpuria (DIN: 00972389)

3. Mr. Dharmendra Solanki (DIN : 0905523 9)

4. Mr. Sourabh Kumar Shrivas (DIN : ^^^80)esigned w. e. f. 21^st July, 2023}

d) Directors liable to retire by rotation seeking re-appointment

Mr. Ramesh Chandra Mittal (DIN: 0003 5272) is liable to retire by rotatidilae ensuing 40) Annual General Meeting and being eligible offers himself for-appointment. Your directors recommend passing necessary resolution as proposed iih e Item No. 3 of the N otice of the Annual General M eeting.

e) Key Managerial Personnel

Mr. Alok K Garg (DIN: 00274321), Managing Director; Mr. Hemant Sethi, Chief Financial Officer and Mr. Abhishek Jain, Company Secretary and Compliance Officer; have beeiegosatzed as the Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 803.

f) Change in the Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

g) Disqualifications of Directors

During the year declarations were received from the Directors of the Company pursuant to Section 64 of the Companies Act, 20)3. Board apprised the same and found that none of the director is disqualified for holding office as director .

10. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given their declarations as required under Section 49(7) of the Companies Act, 20)3 and Regulation 25(8) of SEBI Listing Regulations that they meet the criteindeipfendence as laid down under section 49(6) of the Companies Act, 20)3 and Regulation E()i(b) of SEBI Listing Regulations as amended from time to time.

Further in terms of Regulation 25(8) of SEBI Listing Regulationfche Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influencmd that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

The Board is fi the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section BO of the Companies Act, 203 rhavith Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 20)4, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (“IICA”). The Independent Directors, except who is exempt, have also cleared online proficienc-aseefsment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank.

Mr.Pramod Fatehpuria (DI M972389) Independent Director of the Company is exempted from the requirement to undertake online proficiency -aelfessment test anMr. Ashok Omprakash Agrawal (DIN: 07870578) &Mr. Dharmendra Solanki (DIN : (905523 ^Independent Directors of the Compahave passed online proficiency sel-assessment tes t.

Further director appointed during the current financial yea£42(Mr. Gajendra Singh (DIN253 9 91 ), Non-Executive Independent Director of the Company is reqirto clear the online proficiency safessment test in prescribed time

11. DIRECTORS’ RESPONSIBILITY STATEMENT

Based on the framework and testing of internal financial controls and compliance systems established and maintained by the Company, worlperformed by the internal, statutory, and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by Management and the relevant Board CommititBcluding the Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during the financial year 2022 -23.

Pursuant to Section 34(5) of the Companies Act, 203, the Board of Directors, e obtt of their knowledge and ability, confirm that

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the Directors have selected such accountpngicies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a tr uairmbfew of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual accounts on a going concern basis;

e. the Directors have laid down internal financial contt®ls)e followed by the Company and such internal financial controls are adequate and operating effectively;

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate arpfcHating effectively.

12. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has various Committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant profi sapoplscable laws and statutes. Your Company has an adequately qualified and experienced Audit Committee consisting of Mr. Ashok Omprakash Agrawal (DIN: 07870578) as Chairman, Mr. Pramod Fathepuria (DIN: 00972389) and Mr. Dharmendra Solanki (DIN: 09055239 as members of the Committee. The recommendations of the Audit Committee were duly approved and accepted by the Board during the year under review. The other Committees of the Board are :

(i) Nomination and Remuneration Committee

(ii) Stakeholders’ Relationship Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in the Report on CorporateeGoVeflme Company which forms part of this Annual Report

13. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The meeting was conduct&NonveSnber,

2022 in an informal manner without the presence of the Chairman, Managing Director afflxNufiive Non Independent Directors of the Company.

14. COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has on the recommendation oh tNomination and Remuneration Committee framed a Nomination and Remuneration Policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and or senior management personnel of the company, along with ther iarfor determination of remuneration of directors, KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of Section 78 of Companies Act, 20B and Regulation B SEBI Listing RegulatianPolicy of the Company has been given at the website of the Company https://medicaps.com/wia content/uploads/20F06/Remuneration-Policy.pd. The details of the same are oalcovered in Corporate Governance Report forming part of this Annual Report.

A) FORMAL ANNUAL BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors pursuant to thmvprions of the Companies Act, 20B andSEBI Listing RegulationThe performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiventaaarafprocesses, information and functioning, etc.

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 No 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 and domain knowlegh, compliance with code of conduct, vision and strategy.

The Board carried out an annual performance evaluation of the Board, Committees, Individual Directors and the Chairman. The Chairman of the respective Committees shared the report on evaluatloirwipective 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.

Performance Evaluation Criteria for Independent Directors:

Performance evaluation of independent directors done by the entire Board, excluding the independent director being evaluated. The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration Committee. An indicative list of factors that may be evaludude iparticipation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments. Further details are reported in the Corporate Governance Report.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, Mr. Sourabh Kumar Shrivas (DIN: ©6B2H)) appointed as an Independent Director in the Company. At the time of appointment of Mr. Sourabh Kumar Shrivas (DIN: 09692H)), the Nomination and Remuneration Committee of the Board considered that he had a vast post qualification experience and a good exposure in Administration. He is well known for his Strahigikingskills and abilities to deal with management issues. Mr. Sourabh Kumar Shrivas possess humble confidence with leadership qualities and Business acumen and it was believed that he woulckeccise objective independent judgment on corporate affairs and maintains high ethical standards and shall take into account the interests of stakeholders. However, Mr. Sourabh Kumar Shrivas (DIN: 096B2H)) resigned from the post of Independent Direct oheoCompany with effect from 21^st July, 2023.

Further, in the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity for the purpose of RulaiSODjof the CompaniesAccounts) Rules,

204. List of key skills, expertise and core competencies of the Board, including the Independent Directors, is provided in Corporate Governance Report.

B) FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The details of program fOamiliarization of Independent Directors of the Company is available on Company’s website at https//medicaps.com/wBContent/uploads/2023/C6/F amiliaization-policv-updation-2fl22 -23.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS Pursuant t (the requirement of Regulation 34(3) read WSChedule V SEBIListing Regulationsdisclosure on particulars relating to Investment are stated in Note No. 3 &6 of Stafidalnmraal Statement. Further your company has not given any loan or advances in nature of loan to any other Body Corporates our. Details of investments and guaantee given are disclosed as under:

Name of the Company	Nature of Transactions	Investment made/ Guarantee/ Loans Provided	Closing value as on 31st March, 2023
Medgel Private Limit ed (Wholly Owned Subsidiary)	N on-Current	Investment	4282.35
Natural Capsules Limited	N on-Current	Investment	0.39
Mutual Funds & SIP	Current and N on Current	Investment	8(6.90

*The in-vestments are reported as per relevant Ind-As.

The above stated investments are within the limits as specified under Section B6 of the Companies Act, 20B.

Further during thinancial year 2C22 -23, the Company hd withdrawn its corporate guarantee given in favour of wholly ownednaterialsubsidiary i.e. Medgel Private Limitpdowards a cash credit limit of Rs. 2 crore availed by wholly owned material subsidiarfromIDBI Bank Limited, Indor e

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

In line of the requirements of the Companies- A® and the SEBI Listing Regulationthe Company has developed a Policy on dealing with related party transactions, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy of RPT is available on theCompany’s website https://medicaps.com/wi-content/uploads/20P/CB/RPT-Policv-W.E.F25.07.20B -F ina-U pdated.pd

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactionhich are of repetitive nature and entered in the ordinary course of business and on an arm''s lengtbasis. Therewere no material related party contracts entered into by the Company during the year under review. Accordingly, the disclosure of relatedy-aransactions as required under Section 34(3)(h) of the Act in Form AOOs not applicable to the Company for FY 2023 and hence does not form part of this report .

Details of related party transactions entered into by the Company, in teCmmpanies Act, 20® and IndAS-24 have been disclosed in the notes to the standalone financial statement forming part of this Annual Report 2022 -23.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars in respecf conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under subection (3)(m) of Section 34 of the Companies Act, 203 read with Rule (8)(3) of the Companies (Accounts) Rules, 204 are given as under :

S. No.	Particulars	Details
(A)	Conservation of Energy
(i)	The steps taken or impact on conservation of energy	Not applicable as there was no suc business operation
(ii)	The steps taken by the company for utilizing alternate sources	Notapplicable as there was no sucl
	energy	business operation
(iii)	The capital investment on energy conservation equipments	Nil
(B)	Technology Absorption
(i)	The efforts made towards technology absorption	Not Applicable
(ii)	The benefits derived like produkmprovement, cost reduction, product development or import substitut ion	Not Applicable
(iii)	In case of imported technology (imported during the last three y reckoned from the beginning of the F inancial Year)	eaTrhse Company has neither purchased withiiI ndia nor imported any technology .

(iv)	The expenditure incurred on Research and Development	The Company has not incurred an expenditure on Research and Development during the year under review.
(c)	Foreign Exchange Earnings and Outgo
Particulars		2022-23	2021-22
F oreign Exchange Earnings: (Amount in lacs )		Nil	Nil
F oreign Exchange Outgo: (Amount in lac s )		Nil	Nil

18. ADEQUACY OF INTERNAL FINANCIAL CONTROL AND ITS EFFECTIVENESS

The Board is expected to play an important role in establishingpdilnler ol environment, including clarity of expectations regarding integrity and ethics and adherence to codes of conduct and creating clear accountability for performance of internal control responsibilities. The Company’s Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company’s policies, safeguarding assets of the Company, prevention anddetection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure rtemain effective and are achieving their intended purpose.

Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals. The chmptmy down adequate systems and well drawn procedures for ensuring internal financial controls. It has appointed an external audit firm as internal auditors for periodically checking and monitoring the internal control measures.

Nothing has come to thdtention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of dmanaor and the circumvention or overriding of the controls and procedures.

19. CORPORATE SOCIAL RESPONSIBILITY

In view of the net worth, profits and turnover, the Company does not fall under the provisions of the Section B5 of the Companies Act, 20B and th rules made there under. Hence the obligations under Section B5 of the Companies Act, 20B are not applicable to the Company.

20. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND PARTICULARS OF EMPLOYEES

Pursuant to proven of Section B7(E) of Companies Act, 20B read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 as amended up to date, given in the “ANNEXURE-B” and forms an integral part of Board Report.

During the ear, none of the employees received remuneration in excess of Rs. 02.00 Lakhs or more per annum or Rs. 8.50 Lakhs per month for the part of the year. In accordance with the provisions of Section B7 of the Companies Act, 20B read with rule 5(2) and rule ) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204. Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 20B.

Further the statement containing details of Top Ten Employees snoferemuneration of employees as required under Section P7(E) of the Act, read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204 as amended up to the date, is available at Corporate Office of the Chmpany. In terms of Section B6(l) of the Act, the Annual Report is being sent to the Members excluding the aforesaid details. Any Member desirous of obtaining above said details may write to the Company Secretary or email at [email protected] .

Pursuant to Section B7(4) of the Companies Act, 20B, Mr. Alok K Garg (DIN: 00274321), Managing Director of the Company has drawn remuneration of Rs. 74.0 Lacs from wholly owned subsidiary company in capacity of Managing Director of Medgel Private Ldnaitd Mr. Akshit Garg (DIN: 08576807), Non Executive Non Independent Director of the Company has drawn remuneration of Rs. 36.65 Lacs from wholly owned subsidiary company in capacity of Whole Time Director of Medgel Private Limited. Apart from thf sthene o Director of the Company received any remuneration or commission from the wholly owned subsidiary c ompany.

21. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, a separate section on “Corporate Governance Practices” followed by the Company together with a certificate from the Statutory Auditors of the

Company confirming compliance withhe conditions of the Corporate Governance, forms part of the Annual Report .

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated Sunder Listing Regulationsis presented in a sepalrea section forming part of the Annual Report.

23. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by Board of Directors of the Company in compliance with the provisions cti one77(9) and (10) of the Companies Act, 20B and Regulation 22 of the SEBI Listing Regulations. The Policy also provides adequate protection to the Directors and employees who report unethical practices and irregularities from any victimizationingi ofaisoncerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports, etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company’s website at the http://medicaps.com/wp-content/uploads/2021/07/whistle-blower-policy.pdf

During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil M echanism.

24. STATUTORY AUDITORS

Rawka & Associates, Chartered Accountants (FRN: 02605C), were -appointed as Statutory Auditors of your Company in the 39 Annual General Meeting held on ^t]2!September, 2G22, for another term of five consecutive years from the conclusion of ^tB Annual General Meeting up to the conclusion of ttfeAklnual General Meeting to be heldfor thrfinancial year 2G26-27.

The Auditor’s Report and the notes on financial statement for the year 2G223 referred to in the Auditor’s Report are sefxplanatory and do not call for any further comments.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Goveranaelnunder Section B4(3)(ca)

of the Companies Act, 20B. Further, the Auditors have not found any fraud as required to be reported by them

under Section 43(E) to the Central Government during the year 2032

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 20B and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 204, the Company had appoinledN. Joshi & Co., Practicing Company Secretaries, Indore to undertake the ecretarial Audit of the Company for the F inancial Year202B2 The Report of the Secretarial Auditor for the yea-232022 annexed herewith a4ANNEXURE-C ”.

There is no qualification, reservation or adverse remark or disclaimer in Secretar iarepontdifexcept the following:

Secretarial Auditor Observations	Management comments
There are 3 (Three) charges which were satisfied long back but no evidence for the satisfaction were produced before me and these charges are showing in the Index of Charges at the portal of MCA.	The matter is very old and the company is in continuous follow up with the ROC for deletion of the charge ID, however, in absence of the adequate evidence for filing of the Form-17 (under the Companies Act, 1956), these charges could not be removed from MCA Portal.
Pursuant to Para 5 of SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/70 dated May 25, 2022, the Company has not taken any contingency insurance policy to meet out the risk arising out of issuance of duplicate securities.	The Company is in process to obtain referred policy but till date no insurance company is agreed to provide the same.

26. INTERNAL AUDITOR

The Board of Directors in their meeting held on iMay, 2023 on the recommendation of Audit Committee approved the appointment ofP raveen Shrivastava & Company, Chartered Accountant, as an Internal Auditor

of the Company for the financial year 2023

Further during the financial year 203;? the Company took their suggestions and recommendations to improve and strengthen the internal control systems. Their scope of work includes review of operfation&lyef effectiveness of systems and processes, compliances and assessing the internal control strengths in all areas. The Audit Committee reviews adequacy and effectiveness of the Company’s internal control environment and monitors the implementation ofidit recommendations including those relating to strengthening of the Company’s risk management policies and systems

27. COST AUDITOR AND RECORDS

Pursuant to Section 48 of the Companies Act, 20B read with the Companies (Cost Records and Audit) Rules,

204, amended time to time, the provision regarding Cost Audit and Records was not applicablthe Company during the year 2022-23.

28. SECRETARIAL AUDIT OF MATERIAL UNLISTED WHOLLY OWNED SUBSIDIARY COMPANY

Medgel Private Limited, a material wholly ownedbsMary of the Company undertakes Secretarial Audit under Section 204 of the Companies Act, 20B. The Secretarial Audit of Medgel Private Limited for the Financial Year

2022 -23 was carried out pursuant to Section 204 of the Companies Act, 20B re&h Whgulation 24A of the SEBI ListingRegulations. The Secretarial Audit Report of Medgel Private Limited submitted by L.N. Joshi &Company, Practicing Company Secretaries is annexedANNEXURE-D and forms an integral part of this Report.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year-23022or all applicable compliances as per SEBI Regulations and Circulars/ Guidelines issued there under. Pursuant to provision of Regulation Ansputie Secretarial Compliance Report has been submitted to the stock exchange within 60 days of the end of the financial year.

30. MD/CFO CERTIFICATE

The Managing Director and CFO of your Company have issued necessary certificate pursuant to the provisions of Regulation 7(8) of the SEBI Listing Regulationnd the same forms part of this Annual Report.

31. CODE OF CONDUCT

Pursuant to Regulation 7(5) of thSEBI Listing Regulatiorrssquires listed companies to lay down a Code of Conduct for its Directors and seninanagement, incorporating duties of Directors as laid down in the Companies Act, 20B. The Company has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the Company https://medicaps.com/wB content/uploads/2Q2/0’j/Code -of-Conduct-for-Board-Senior-ManagementPersonnel.pd. All Directors and Senior Management personnel have affirmed compliance with the Code for -220B22. Declaration on adherence to the code of conduct is forming part of the Corporate Governance R eport.

32. STATEMENT FOR RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has its Risk Mgement Policy which is reviewed by the Board of Directors of the Company and the Audit Committee of Company from time to time so that management controls the risk through a structured network. The main objective of this policy is to ensure sustainablenbus growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objectives, the policy establishes a structured and methodical approach to risk manageiime order to guide decisions on risk related issues. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The Board is entrusted with the task of monitoring and reviewing the Risk Management Plan and procedures of the Company. This acts as a supplement to the Internal Control Mechanism and Audit function of the Company.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET DATE

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial ytarvhich the financial statements relate and the date of this Board’s report .

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company recognizes its responsibility and continueprtmde a safe working environment for women, free from sexual harassment and crimination. In ompliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 20B, the Company has put in place a Policy on pixBvejft Sexual Harassment of Women at workplace and has duly constituted an Internal Compliant under t he same.

There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (PreventhraDhibition and Redressal) Act, 20B .

35. LISTING WITH STOCK EXCHANGE

The Company’s shares are listed on BSE Limited. The Company has paid Annual Listing Fee for Financial Year

2023 -24.

36. INSURANCE

The Company’s movable assets are adequately insured against the risk, as consider necessary by the Management from time to time.

37. DEPOSITORY SYSTEM

Your Company’s shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numer (advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Company’s shares on either of the Depositories mentioned as aforesaid.

38. COMPLIANCE OF SECRETARIAL STANDARDS

Your Company is in compince of with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section IB(D) of the Companies Act , 20B.

39. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANY’S OPERATION IN FUTURE.

There are no significant material orders passed by the Regulators which would impact the going concern status of the Company and its future operations.

40. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

> Company has not sisued equity shares with differential righttso dividend, voting or otherwis e.

> As on 3T March2023 , none of the Directors of the company hold instruments convertible into equity shares of the Company .

> Company has not issued any Sharancduding Sweat Equity Shares) to employees of the Compander any Scheme and also not made any Stock Option Schemes.

> Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant toswJiicjhersons can beneficially hold shares as envisaged under Section 67(3)(c) of the Companies Act, 20B).

> There has been no change in the nature of business of your Company.

> The Business Responsibility and Sustainability Report on the environmental and governance disclosures, as required under Regulation 34(2) of tSEBI Listing Regulations not applicable to your Company for the financial year ending BlMarch, 2023.

> No application was made or any proceeding is pending under the InsolvandyBankruptcy Code, 206 during the year in respect of your Company.

> There was no one time settlement of loan obtained from the Banks or F inancial Institutions.

41. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors of yohompany wish to express thedeep gratitude towards the valuable -operation and support received from the various Ministries and Departments of Government of India, various State Governments, the Banks/Financial Institutions and shareholders. Further, the Board places its spja^idtiap for the cooperation and continued support extended by employees of the Company at all levels.

FOR AND ON BEHALF OF BOARD OF DIRECTORS

DATE: H ^THAUGUST, 20B RAMESH CHANDRA MITTAL ALOK K GARG

PLACE: INDOR CHAIRMAN MANAGING DIRECTOR

DIN: 00035272 DIN: 00274321

---

Mar 31, 2018

BOARD’S REPORT

To,

The Members,

Medi-Caps Limited

The Directors have pleasure in presenting their 35 ^th Annual Report of Medi-Caps Limited together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^stMarch, 2018.The Consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The following table shows the operational results of the company for the financial year 2017-18 as compared to that of previous year (Rs. In Lakhs)

Particulars	Standalone		Consolidated
	31.03.2018	31.03.2017*	31.03.2018	31.03.2017*
Total Revenue	2350.70	2642.18	5122.79	4859.61
Total Expenditure before Interest and Depreciation	2240.46	2454.49	4808.11	4505.02
Profit before Interest, Depreciation & Tax (EBIDTA)	110.24	187.68	314.68	354.35
Less: Interest	0.00	0.00	0.66	1.34
Less: Depreciation	33.87	36.64	179.30	180.89
Profit before Tax	76.37	151.04	134.77	172.12
Less:(a) Current Tax	18.00	33.00	18.00	33.00
(b) Tax adjustments related to previous year	0.00	0.00	0.00	0.00
(c) Deferred Tax	2.02	2.33	2.02	2.33
Net Profit for the Year	56.35	115.71	114.75	136.79
Add: Other Comprehensive Income	0.00	0.00	0.00	0.00
Total Comprehensive Income	56.35	115.71	114.75	136.79
Add: Surplus brought forward from previous year	5046.28	4930.57	4054.37	3917.58
Total Surplus	5102.63	5046.28	4169.12	4054.37
Surplus carried to the Balance Sheet	5102.63	5046.28	4169.12	4054.37
Paid up Equity Share Capital	1246.99	1246.99	1246.99	1246.99
EPS (Equity Shares of Rs. 10/- each) Basic & Diluted (in Rs.)	0.45	0.93	0.92	1.10

* The Company has first time adopted Ind AS w.e.f. 1^st April, 2017; accordingly the figures for the previous year ended 31^st March, 2017 have been re-arranged/re-grouped to make them comparable with the current year 2017-18 in accordance with Ind AS, as prescribed under section 133 of the Companies Act, 2013.

STATE OF COMPANY’S AFFAIRS & REVIEW OF OPERATIONS

- On a consolidated basis, the revenue from operations and other income for the FY 2017-18 is 5122.79 Lakhs which is higher by 5.41% over the previous year (''4859.61 Lakhs in the previous FY 2016-17).

- On Standalone basis, the revenue from operations and other income for the FY 2017-18 at ''2350.70 Lakhs is declined by 11.03% over the previous FY (''2642.18 Lakhs in the previous FY 2016-17).

- Consolidated PAT for the year is ''114.75 Lakhs, declined by 16.11% over the PAT of''136.79 Lakhs in the previous FY 2016-17.

- Standalone PAT for the year is ''56.35 representing a decrease of 51.30% as compared to the previous FY (''115.71 Lakhs in FY 2016-17)

CHANGE IN THE NATURE OF BUSINESS

The Company engaged in the business activities of manufacturing of Empty Hard Gelatine Capsules, Halal gelatine Capsules, liquid fills capsules and various ranges of empty capsules. There is no change in the business of your company during the financial year.

TRANSFER OF THE AMOUNT OF UNPAID DIVIDEND AND SHARES TO INVESTOR EDUCATION & PROTECTION FUNDS (IEPF)

Pursuant to the provisions of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“the Rules”) all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Government of India, after the completion of 7 (seven) years. Further, according to the rules, the shares on which dividend has not been paid or claimed by the shareholders for 7 (seven) consecutive years or more also required to be transferred to the Demat account of the IEPF Authority. Accordingly, the company has transferred the unclaimed and unpaid dividends of Rs. 3,56,719/- for the year 2009-10 and has also transferred 4,81,640 equity shares of Rs. 10/- each for the F.Y. 2008-09 on which the dividend was remained unpaid/unclaim for a continuous period of 7 years to the IEPF Authority as per the requirement of the IEPF rules. The company is in process to transferring the shares for the year 2009-10 to the IEPF as per the requirement of the Act. The details related to dividend remains unpaid-unclaimed in the Company has been given in the Corporate Governance Report attached with the Annual Report of the Company and also hosted at the website of the Company.

DIVIDEND

In view of the inadequate profits and due to requirement of the long-term financial resources your directors proposes to utilize the profits generated during the year in the business activities and do not recommend any dividend for the year 201718 (previous year Nil)

SHARE CAPITAL

The paid-up Share Capital as on 31^st March, 2018 was Rs. 1246.99 lakhs divided into 124.69 lakhs equity shares of Rs. 10/each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

TRANSFER TO RESERVES

During the year under review your company has not transferred any amount to any type of reserves. (Previous Year: Nil) FINANCE (CASH AND CASH EQUIVALENT)

Cash and cash equivalent as at 31^st March, 2018 was Rs. 204.35 Lakhs (Previous Year Rs.197.19 Lakhs). The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

The Company has not accepted any deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31^st March, 2018. Further that there was no contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your company has not given any loan or advances to any other Body Corporate. However, your company has made investment and given guarantees pursuant to Section 186 of the Companies Act, 2013:

(Rs. in Lakhs)

Name of the company	Nature of Transactions	Investment made/ Guarantee/Loans Provided	Opening Balance as on 01/04/2017	Transactions made during the year	Closing Balance as on 31/03/2018
Medgel Pvt. Ltd.	Wholly Owned Subsidiary	Investment Made	4282.35	-	4282.35
		Guarantee Security provided	200.00	-	200.00
*Medicaps Finance LLP	Non- Current	Investment Made	2.18	2.18	0.00
Natural Capsules Ltd.	Non- Current	Investment Made	0.01	-	0.01
Mutual Funds& SIP	Current	Investment Made	505.12	26.56	531.68

* During the year, the company has disposed off the investment made in Medicaps Finance LLP.

The above stated investment and guarantees are within the limit as specified under section 186 of the Companies Act, 2013 and the company is not required to take any further approval of its members as required under the Act.

In addition to the above, the Company has given advance against salary or otherwise to its employees as per the Company’s policy on which no interest was charged.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the paid-up capital, profits and turnover of the company, the Company does not fall under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under. Hence, the obligations under section 135 of the Companies Act, 2013 are not applicable to the Company.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘Act’) and Rules made there under, your company has constituted Internal Complaints Committees (ICC). Statement showing the number of complaints filed during the financial year and the number of complaints pending as on the end of the financial year is shown as under: -

Category	No. of complaints pending at the beginning of F.Y. 2017-18	No. of complaints filed during the F.Y. 2017-18	No. of complaints pending as at the end of F.Y. 2017-18
Sexual Harassment	Nil	Nil	Nil

Since, there is no complaint received during the year which is appreciable as the management of the company endeavor efforts to provide safe environment for the female employees of the company.

STATEMENT FOR RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company is engaged in the business of manufacturing of Hard Gelatin Capsule Shell and is associated with the normal business risk as well as the imbalance of demand-supply of products in the Domestic and in International Market. Further, pharmaceutical industry has always been under intense scrutiny by various regulatory authorities, both Indian and international. This trend continues resulting in regulatory standards being upgraded all the time. Further, it is more than two years since the new pricing regulation was enacted in the Indian market. Since the pricing regulatory authorities are reviewing the existing pricing mechanism and are considering expanding the scope, the threat of future decline in price remains.

Other than this, the Government policy, local area authority, Taxation policy, fluctuations in foreign currency rates may adversely affect the profitability of the Company subject to various process and clearance, payment of compensations, etc as may be decided by the concerning state government.

PROVISION OF VOTING BY ELECTRONIC MEANS:

Your Company is providing E-voting facility as required under section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015. The details regarding e-voting facility is being given with the notice of the Meeting.

ADEQUACY OF INTERNAL FINANCIAL CONTROL & ITS EFFECTIVENESS.

The Board of Directors has devised systems, policies and procedures/frameworks, which are currently operational within the Company for ensuring the orderly and efficient conduct of its business, which includes adherence to Company’s policies, safeguarding assets of the Company, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. In line with best practices, the Audit Committee and the Board reviews these internal control systems to ensure they remain effective and are achieving their intended purpose. Where weaknesses, if any, are identified as a result of the reviews, new procedures are put in place to strengthen controls. These controls are in turn reviewed at regular intervals.

Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the year under review. There have been no significant changes in the Company’s internal financial controls during the year that have materially affected or are reasonably likely to materially affect its internal financial controls. There are inherent limitations to the effectiveness of any system of disclosure, controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your company has a Vigil Mechanism in place which also includes a whistle blower policy in terms of the listing regulation for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any financial statements and reports etc. The Vigil Mechanism/Whistle Blower Policy of the Company can be accessed on the Company’s website at the www.medicaps.com and the same is being attached with this Report as “Annexure-A ”.

All the employees have the right/option to report their concern/grievance to the Chairman of the Audit Committee. During the year under review no protected disclosure from any Whistle Blower was received by the designated officer under the Vigil Mechanism.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

The Company is having one Wholly Owned Subsidiary i.e. Medgel Pvt. Ltd. In the beginning or closing and during the year. Further, the Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2017-18.

There are no companies which become/ceased to be subsidiaries during the year of your Company.

CONSOLIDATED FINANCIAL STATEMENTS

Since your company is having 1 (One) subsidiary company and as per the requirement of Ind (AS) and the Companies Act, 2013 the Consolidated Financial Statements is also prepared. Further for disclosures as required is given in the Form AOC-1 attached in the Board report as "Annexure B” as per the requirement of the Companies Act, 2013.

In accordance with third proviso of section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.medicaps.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.medicaps.com. The Consolidated Financial Statement of the Company is annexed as containing part of the Annual report.

BOARD OF DIRECTORS, KMPs & THEIR BOARD MEETINGS.

a) Constitution of the Board

The Board of directors are comprising of total 8 (Eight) Directors out which includes 4 (Four) Independent and 2 (Two) Women Director. The Chairman of the Board is Non-Executive Promoter Director. The Board members are highly qualified with the varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

b) Board Independence

Our definition of ‘Independence’ of Directors or Regulation is derived from Regulation 16 of SEBI (LODR) Regulations,

2015 and section 149(6) of the Companies Act, 2013. The Company is having following 4 (Four) independent directors;

1. Dr. Shamsher Singh.

2. Mr. Pramod Fatehpuria.

3. Mr. Mahesh Kumar Patni.

4. Mr. Ashok Omprakash Agrawal.

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years. During the year there is no change in the Constitution of the Board of your Company except the change in Company Secretary & Compliance Officer of the Company.

c) Declaration by independent Directors

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (LODR), Regulations 2015 (“SEBI Listing Regulations”). In the Opinion of the Board, all the Independent Directors fulfill the criteria of Independency as prescribed under the Companies Act and SEBI (LODR), Regulations 2015 (“SEBI Listing Regulations”)

d) Independent Directors seeking re-appointment at the ensuing Annual General Meeting:

Pursuant to the provision of section 149(10) of the Companies Act, 2013 the first term of five consecutive years on the Board hold by Dr. Shamsher Singh (DIN: 00204290) and Mr. Pramod Fatehpuria (DIN: 00972389) as Independent Directors will be completed on 31^st March, 2019 and 28^th May, 2019 respectively.

Further, they are eligible for re-appointment by passing of special resolution for second term of 5 (five) consecutive years. Therefore, the Board in their meeting held on 25 July,2018 upon the recommendation of the Nomination and Remuneration Committee has recommended their re-appointment for a second term of 5 (five) consecutive years for Dr. Shamsher Singh w.e.f 1^st April, 2019 to 31^st March, 2024 and Mr. Pramod Fatehpuria w.e.f. 29^th May, 2019 to 28^thMay, 2024 subject to approval of Shareholders.

Further, that Dr. Shamsher Singh (DIN: 00204290) has already attained the age of 75 years, on 6^thJune, 2017, therefore, the Company has proposed to pass special resolution as included in the Item No. 5 of the Notice.

Your Board of directors recommends to pass necessary resolutions to that effect as set out in the notice of the Annual General Meeting.

e) Directors liable to retire by rotation seeking re-appointment:

Mr. Alok K. Garg (DIN:00274321), Managing Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No. 2 of the Notice.

f) Executive Directors seeking re-appointment at the ensuing Annual General Meeting:

The tenure of Mr. Alok K. Garg as a Managing Director will be completed on 31 ^st March, 2019, therefore, the Board upon the recommendation of the Nomination and Remuneration Committee has re-appointed him for a further period of 3 years w.e.f. 1^st April, 2019 up to 31^st March, 2022. Your Board recommends to pass ordinary resolution as per the proviso of section 196(3) of the Companies Act, 2013 to that effect as set out in the notice of the Annual General Meeting.

A brief resume and other details of all the above Directors seeking appointment/ re-appointment are provided in the Notice of AGM.

g) Change in Director

During the year, Mr. Ashok Omprakash Agrawal was appointed as Additional Director in the category of Independent Director w.e.f 25 ^th July, 2017 and holds office for a term of 5 (Five) consecutive years up to 24 ^th July, 2022 which was confirmed by the members in the 34^th Annual General Meeting of the Company held on 28^th September,2017.

h) Key Managerial Personnel

Mr. Alok K. Garg, Managing Director, Mrs. Kusum Mittal and Mrs. Manisha Garg, Whole-time Directors, Mr. Manish Kumar Jain, Chief Financial Officer and Ms. Ayushi Silot, Company Secretary and Compliance Officer, have been categorized as the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

There is no change in the Key Managerial Personal during the year 2017-18 except the following: -

1) CS Nupur Lodwal has resigned from the post of Company Secretary and Compliance Officer w.e.f. 20^th day of March, 2018 and CS Ayushi Silot, was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 21^st March, 2018 and designated as the Key Managerial Personnel.

i) Number of meetings of the board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board’s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board Meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampur, at the Registered Office of the Company. The Agenda of the Board/Committee meetings are circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

During the year 2017-18 (5) Five Board Meetings were held on 30^th May, 2017, 25^th July, 2017,13^th November, 2017, 09^th February, 2018 and 20^th March, 2018.

The maximum interval between any two Board meetings did not exceed 120 days. The detail of Board Meetings, Committee Meetings held and number of meeting attended by each Director and members according to Secretarial Standards are given in Corporate Governance Report annexed with this Annual Report.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Board has on the recommendation of the nomination and remuneration committee framed a nomination, remuneration and evaluation policy which lays down the criteria for identifying the persons who are qualified to be appointed as directors and, or senior management personnel of the company, along with the criteria for determination of remuneration of directors, KMP’s and other employees and their evaluation and includes other matters, as prescribed under the provisions of section 178 of Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations 2015. Policy of the Company has been given at the website of the Company at www.medicaps.com. The details of the same are also covered in Corporate Governance Report forming part of this annual report.)

a) Formal Annual Board Evaluation and Familiarization Programme.

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 Chairman. 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.

The details of programme for familiarization of Independent Directors of the Company is available on your Company’s website (www.medicaps.com)

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31^st March, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note-1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at, 31^st March 2018 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws and that systems were in place and were adequate and operating effectively.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 and other purposes the Board has the following Four (4) committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders’ Relationship Committee

(d) Risk Management Committee (Voluntarily constituted)

Apart from the aforesaid committees under the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 the Company has also constituted Internal Complaints Committee (ICC) under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) that entered into during the Financial Year 2017-18 were on Arm’s Length Basis and were in the Ordinary Course of business. No materially significant RPT made by the Company with Promoters, Directors, Key Managerial Personnel or their relatives or Subsidiary or any other Group concerns which may have a potential conflict with the interest of the Company at large.

All RPT were approved by the Audit Committee and the Board. The RPT entered into by the company are audited. The Company has developed RPT policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy of RPT as approved by the Board is available on the Company’s website (www.medicaps.com). The company has done RPT in the ordinary course of business and which are on Arms’ Length Basis and which are not materials in nature and hence the requirement of Form AOC-2 is not applicable on the company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT:

A. Statutory Auditors

The Board of the company takes pleasure in stating that no such observation has been made by the Auditors in their report which needs any further explanation by the Board.

The Auditors, M/s. Rawka & Associates, Chartered Accountants, (F. R. No. 021606C) who were appointed for a term of five years at the Annual General Meeting of the Company held on 28^th September, 2017 shall hold the office till the conclusion of 39^thAnnual General Meeting of the Company to be held in the year 2022 subject to the ratification of their appointment at every AGM. However, the approval of the members be and is required at the ensuing Annual General Meeting to dispense off the requirement of ratification of the auditors up to their remaining term of appointment as per the amendment made in section 139 of the Companies Act, 2013 on such remuneration as may be fixed by the Board.

The Auditors Report and the Notes on financial statement for the year 2017-18 referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s report is also self-explanatory and does not contain any qualification, reservation or adverse remark.

B. 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 has appointed M/s Ishan Jain & Co., Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Auditors in their report for the year 2017-18 has confirmed the compliances by the Company as covered in their report.

The Report of the Secretarial Auditor for the year 2017-18 is annexed herewith as “Annexure C”.

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-_

_Secretarial Auditor Observations__Management comments_

There are 3 (Three) Charges which were satisfied long back One charge of IDBI Bank Ltd and other one of AKVN has but no evidence for the satisfaction were produced before us also satisfied but it stills appearing on MCA, we are in and these charges are reflecting in the Index of Charges at process of rectifying the same, For other 3 charges, the the portal of MCA, whereas 1 (One) charge were satisfied company is in continuous follow up with the bank, since and the required Form were filed and registered by the the charge is satisfied by the company long back and the Registrar, but still appearing on the portal of the MCA in the company and the bank is in searching of old documents Index of Charges which needs correction in the index of and will proceed further for removing the charge from

charges.__MCA Portal._

The intimation for issuance of duplicate share certificate Due to certain technical issues Share Transfer Agent has within 2 days from the date of issue i.e. 08.12.2017 was not not informed the Company and this type of error will not given. be repeated.

C. Cost Auditor and their report

Pursuant to section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, amended time to time, the provision regarding Cost Audit under this act was not applicable to Company during the year 2017-18.

DISCLOSURE FOR FRAUDS AGAINST THE COMPANY

There were no instances for other than reportable fraud to the Central Government covered under section 134(3)(ca) of the Companies Act, 2013. Further that, the auditors have not found any fraud as required to be reported by them under section 143(12) to the Central Government during the year 2017-18.

CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations, 2015, a separate report titled ‘Corporate Governance’ has been attached in this Annual Report.

All Board members and senior management personnel have affirmed compliance with the Code of Conduct for the year 2017-18. A declaration to this effect signed by the Chairman of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015. Certificate from Auditors of the company regarding compliance of conditions of corporate governance is annexed to this Report as “Annexure- D”.

Mr. Alok K. Garg, Managing Director and Mr. Manish Kumar Jain, Chief Financial Officer have certified that the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II of the SEBI Listing Regulations, 2015 are duly complied with. A copy of the certificate on the financial statements for the financial year ended 31^st March, 2018 is annexed along with this Report as “Annexure E”.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis report for the year under review, as stipulated under SEBI (LODR) Regulation, 2015 is present in a separate section forming part of the Annual Report.

ENERGY CONSERVATION, 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 Companies Act, 2013 read with Rule 8, of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure-F’.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRING AFTER BALANCE SHEET DATE

There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 for the year ended 31^st March, 2018 is annexed herewith as “Annexure G”.

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE’S REMUNERATION AND PARTICULARS OF EMPLOYEES

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the “Annexure H”.

During the year, none of the employees received remuneration in excess of Rs. 102.00 Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

CODE OF CONDUCT

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the company (www.medicaps.com )

All Directors and Senior Management personnel have affirmed compliance with the new Code for 2017-18. A declaration to this effect signed by the Chairman is given in this Annual Report. A certificate to that effect for the proper compliances given by the Chairman is annexed as the “Annexure I” with this Report.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 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 Trading Plan, 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.

APPLICABILITY OF THE IND-AS

Rule 4(1)(iii)(a) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No.G.S.R.111(E) on 16^thFeb., 2015, provides that if the company is a listed company or having a net worth of less than Rs. 500 Crore then Company is required to comply with the Indian Accounting Standards (Ind AS) w.e.f. 1 ^stApril, 2017. Therefore, Ind- AS has been applicable on the company w.e.f. 01^stApril, 2017.

ACKNOWLEDGEMENTS

Your Board of Directors wishes to place on records its sincere appreciation and acknowledge the dedication & contribution made by the employees of the Company at all levels. Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD

PLACE: PITHAMPUR RAMESH CHANDRA MITTAL

DATE: 25^th JULY, 2018 CHAIRMAN

DIN 00035272

---

Mar 31, 2016

The Directors are presenting the 33^rd Annual Report together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2016. The Management Discussion and Analysis has also been incorporated into this report. HIGHLIGHTS OF PERFORMANCE

- Consolidated income for the year increased by 16.68% to Rs. 4365.21 Lakhs as compared to Rs. 3741.16 Lakhs in the previous year;

- Consolidated net sales for the year was Rs. 4297.15 Lakhs as compared to Rs. 3611.11 Lakhs in the previous year, an increase of 19.00%;

- Consolidated Profit/Loss before tax for the year was Rs. 142.36 Lakhs as compared to Rs. (126.19) Lakhs in the previous year;

- Consolidated Profit/Loss after tax for the year was Rs. 86.38 Lakhs as compared to Rs. (205.98) Lakhs in previous year.

FINANCIAL RESULTS:_ ( Rs. In Lakhs)

Particulars	Consolidated		Standalone
	31.03.2016	31.03.2015	31.03.2016	31.03.2015
Revenue from Operations (Net) and other income	4365.21	3741.16	2549.57	2856.90
Profit Before Tax (PBT)	142.36	(126.19)	174.26	273.41
Provision for Tax	55.98	79.79	55.98	79.79
Profit After Tax (PAT)	86.38	(205.98)	118.28	193.62
Less: Minority Interest	0	0	0	0
Balance brought forward from previous year	3831.20	4037.18	4812.30	4618.68
Surplus carried to the next year''s account	3917.58	3831.20	4930.58	4812.30
EPS (Basic and Diluted) on equity share of Rs. 10/each	0.69	(1.65)	0.95	1.55

DIVIDEND

In view of inadequate profits and due to requirement of the long term financial resources your directors proposes to utilize the profits generated during the year in the business activities and do not recommend any dividend for the year 2015-16 (previous year Nil)

SHARE CAPITAL

The paid up Share Capital as on 31st March, 2016 was Rs. 1246.99 Lacs divided into 124.69 Lacs equity shares of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2016, none of the promoter/Directors of the Company hold shares or convertible instruments of the Company. TRANSFER TO RESERVES

During the year under review your company has not transferred any amount to any type of reserves. (Previous year Nil)

FINANCE

Cash and cash equivalent as at 31st March, 2016 was Rs. 103.02 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2016. Further that there was no contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made investment, provided loans and security and given guarantees pursuant to Section 186 of the Companies Act, 2013: (Rs. in Lacs

Name of the	Nature of	Investment made/	Opening Balance	Transactions	Closing
company	Transactions	Guarantee/Loa ns Provided	as on 01/04/2015	made during the y ear	Balance as on 31/03/2016
Medgel Pvt. Ltd.	Wholly Owned	Investment Made	3312.34	-	33 12.34
	Subsidiary	Guarantee Security provided	1500.00	-1300.00	200.00
Medicaps Finance	Non- Current	Investment Made	2.18	0.00	2.18
LLP
Endolabs Ltd.	Non- Current	Investment Made	10.70	0.00	10.70
Natural Capsules	Non- Current	Investment Made	0.01	-	0.01
Ltd.
Jord Engineers India	Non- Current	Investment Made	21.41	-	21.41
Ltd.
Bharti Healthcare	Non- Current	Investment Made	0.02	-	0.02
Ltd.
Mutual Funds &	Non-Current	Investment Made	1199.60	25.76	1225.36
Others
Mutual Funds	Current	Investment Made	171.10	105.00	276.10

In addition to the above, the Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company''s policy on which no interest were charged.

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board''s approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampur, at the Registered Office of the Company. The Agenda of the Board/Committee meetings are circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (Four) times in financial year 2015-16 viz, on 28th May, 2015; 12th August, 2015; 9th November, 2015 and 11th February, 2016. The maximum interval between any two meetings did not exceed 120 days.

Board Independence

Our definition of ''Independence'' of Directors or Regulation is derived from Clause 49 of the Listing Agreement and Regulation 16 of SEBI (LODR) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having total 8 directors in the Board out of them the following 4 directors are independent directors;

a) Dr. Shamsher Singh

b) Dr. Keshav Singh Varma

c) Mr. Pramod Fatehpuria

d) Dr. Shashikant Sharma (upto 12.04.2016)

e) Mr. Mahesh Kumar Patni (From 27.05.2016)

Company''s policy on Directors'' appointment and remuneration

The Policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed with the Report as "Annexure - C" and also uploaded on companies website (Link -http://medicaps.com/cgovernance.html)

Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management;

v. Commitment to shareholder and other stakeholder interests;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board do not participate in the discussion of his/her evaluation.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note-1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2016 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, and other applicable Acts the Board has the following 5 (five) Committees as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders'' Relationship Committee

(d) Risk management Committee

(e) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 redressal of complaint at the workplace

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

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 business. There are no materially significant Related Party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were approved by the Audit Committee and the Board. The transactions entered into by the company are audited. The Company has developed a Related Party Transactions manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website (Link - http://medicaps.com/cgovernance.html). A disclosure as required under section 134(3) (h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations. AUDITORS & THEIR REPORT Statutory Auditors Appointment

The Company''s Auditors, M/s C.P. Rawka & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting held on 27th Sept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3) (g) of the Companies Act, 2013.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

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 has appointed M/s Ishan Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure - D".

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-

(a) The Company has not complied with the Clause 41(I) (h) of the Listing Agreement issued by the BSE Ltd. and Regulation 33(1) (d) of SEBI (LODR) Regulations, 2015. Management Comment/Explanations: The Auditor has applied for conducting peer review to the Peer Review Board of ICAI and the same is under consideration with the PRB of the ICAI. Auditor assures that at the time of ratification by the Shareholders at the ensuing Annual General Meeting the Auditor''s firm will be holding valid peer reviewed certificate.

(b) There are 3 (Three) Charges which were satisfied long back but no evidence for the satisfaction were produced before us and reflecting in the Index of Charges at the portal of MCA whereas 2 (Two) charges which were satisfied but still appearing on the portal of the MCA in the Index of Charges.

Management Comment/Explanations: One charge of IDBI amounting Rs. 115 Lacs has been closed in the MCA Portal and the other one of AKVN amounting Rs. 90 lacs is under process. For the other three charges, the company is in continuous follow up with the bank since the charge is satisfied by the company long back and the bank as well as the company is searching for old documents and will proceed further.

(c) Shri R. C. Mittal has been appointed as Chairman and MD both at the same time however, there is no provision available in the Articles of Association as per section 203 of the Companies Act, 2013. However, Shri Alok K Garg has chaired for one meeting.

Management Comment/Explanations: Shri R.C Mittal has resigned from the office of the Managing Director w.e.f. 26th July, 2016 and he will be continuing in the Board as Chairman and Promoter Non-Executive Director of the Company.

(d) The company has entered into for various transactions/contracts with M/s Medgel Pvt. Ltd. wholly owned subsidiary of the company but the same is not shown in the Annual Report for the year 2014-15 under Statement of Related Party Transactions.

Management Comment/Explanations: The same is observed and on investigation it was found that this was missed due to printing error. However, this time we have taken special care for showing all the Related Party Transactions properly in the Annual Report.

Cost Auditor and their report

In view of the orders issued by the Cost Audit Branch of the MCA, the Company is not falling under the purview of the requirement for Cost Records and its audit during the year 2015-16.

Disclosure for frauds against the Company

In terms of the provisions of section 134(3) (ca) of the Companies Act, 2013, there were no fraud committed against the Company and any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non reportable frauds during the year 2015-16.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company''s operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

CORPORATE GOVERNANCE

Pursuant to SEBI (LODR) Regulations, 2015, a separate chapter titled ''Corporate Governance'' has been attached as "Annexure - E" in this Annual Report, along with the reports on Management Discussion and Analysis and General Shareholder Information.

All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for the year 2015-16. A declaration to this effect signed by the Managing Director (CEO) of the Company is contained in this Annual Report.

The Managing Director and CFO have certified to the Board with regard to the financial statements and other matters as required under regulation 17(8) of the SEBI Listing Regulations, 2015. Certificate from Auditors of the company regarding compliance of conditions of corporate governance is annexed to this Report as "Annexure - F".

Shri Alok K Garg, Managing Director and Shri Manish Jain, Chief Financial Officer have certified that the financial statements and other matters as required under regulation 17(8), read with Part B of Schedule II of the SEBI Listing Regulations, 2015 are duly complied with. A copy of the certificate on the financial statements for the financial year ended March, 31, 2016 is annexed along with this Report as "''Annexure - G".

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23and AS 27 issued by the Institute of Chartered Accountants of India and forming part of this Annual Report.

ENERGY CONSERVATION, 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 Companies Act, 2013read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "''Annexure - H".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 for the year ended 31st March, 2016 is annexed herewith as "''Annexure - I".

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE''S REMUNERATION AND PARTICULARS OF EMPLOYEES

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the details of Top 10 employees given in the "''Annexure - J".

During the year, none of the employees received remuneration in excess of Rs. One Crore Two Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Therefore, there is no information to disclose in terms of the provisions of the Companies Act, 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with worker and employees at all levels.

CODEOFCONDUCT

Regulation 17(5) of the SEBI Listing Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. The Company has adopted a revised Code of Conduct for all Directors and Senior Management of the Company and the same has been hosted on the website of the company Link:-http://medicaps.com/cgovernance.html All Directors and Senior Management personnel have affirmed compliance with the new Code for 2015-16. A declaration to this effect signed by the Managing Director is given in this Annual Report. A certificate to that effect for the proper compliances given by the Managing Director is annexed as the "''Annexure - K" with this Report.

PREVENTION OF INSIDER TRADING

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 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 Trading Plan, 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.

SECRETARIAL STANDARDS OF ICSI

The Secretarial Standards as specified by the Institute of Company Secretaries of India for Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from 1st July 2015. The Company is in compliance with the same.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board Ramesh Chandra Mittal

^{Place: Pithampur} Chairman

^{Date: 11th August}, ²⁰¹⁶ DIN 00035272

---

Mar 31, 2015

The Directors is presenting the 32nd Annual Report together with the audited financial statements for the year ended March, 31 2015. The Management Discussion and Analysis has also been incorporated into this report.

HIGHLIGHTS OF PERFORMANCE

- Consolidated income for the year increased by 3.01% to Rs. 3741.16 Lakhs as compared to Rs. 3631.97

- The previous y for the year was Rs. 3611.12 Lakhs as compared to Rs. 3748.89 Lakhs in the previous

- Consol lid rated Pro

- the previous year fit loss after tax for the year was Rs. (205.98) Lakhs as compared to Rs. (178.29) Lakhs in

FINANCIAL RESULTS: (Rs. In Lakhs)

Particulars Consolidated Standalone 31.03.2015 31.03.2014 31.03.2015 31.03.2014

Revenue from Operations (Net) and other income 3741.16 3631.97 2856.90 2580.79

Profit Before Tax (PBT) (126.19) (70.10) 273.40 122.45

Provision for Tax 7979 108.19 79.79 108.19

Profit After Tax (PAT) (205.98) (178.29) 193.62 14.26

Less: Minority Interest 0 48.62 0 0

Balance brought forward from previous year 4037.18 4215.47 4618.68 4604.42

Surplus carried to the next year's account 3831.20 4037.18 4812.30 4618.68

EPS (Basic and Diluted) on equity share of Rs. 10/- each (1.65) (1.04) 1.55 0.11

DIVIDEND

In view of inadequate profits and due to requirement of the long term financial resources your directors proposes to utilize the profits generated during the year in the business activities and do not recommend any dividend for the year 2014-15 (previous year Nil)

SHARE CAPITAL

The paid up Share Capital as on 31st March, 2015 was Rs. 1246.99 Lacs divided into 124.69 Lacs equity shares of Rs. 10/- each. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on 31st March, 2015, none of the promoter/Directors of the Company hold shares or convertible instruments of the Company.

TRANSFER TO RESERVES

During the year under review your company has not transferred any amount to any type of reserves. (Previous year Nil)

FINANCE

Cash and cash equivalent as at 31st March, 2015 was Rs. 89.55 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit of section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31st March, 2015. Further that there was no contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made investment, provided loans and security and guarantees pursuant to Section 186 of the Companies Act, 2013: (Rs. In Lakhs)

Name of the company Nature of Investment made/ Opening Balance Transactions Guarantee/Loans as on 01/04/2014 Provided

Medgel Pvt. Ltd. Wholly Owned Investment Made 2812.34 Subsidiary Guarantee Security 1500.00 provided

Medicaps Finance LLP Non- Current Investment Made 2.18

Endolabs Ltd. Non- Current Investment Made 10.70

Natural Capsules Ltd. Non- Current Investment Made 0.01

Jord Engineers India Ltd. Non- Current Investment Made 21.41

Bharti Healthcare Ltd. Non- Current Investment Made 0.02

Mutual Funds Current Investment Made 0.0 Investment

Mission Viva Care Long Term Loan Given 500.00 Limited

Name of the Company Transactions Closing made during the Balance as year on

Medgel Pvt.Ltd 1470.00 4282.34

0.00 1500.00

Medicaps Finance LLP 0.00 2.18

Endolabs Ltd. 0.00 10.70

Natural Capsules Ltd - 0.01

Jord Engineers India Ltd. - 21.41

Bharati Healthcare Ltd. - 0.02

Mutual Funds 150.00 150.00

Mission Viva Care Limited -500.00 0.00

In addition to the above, the Company has given advance against salary or otherwise to employees of the Company as per the terms of appointment and the Company's policy on which no interest were charged.

ECONOMIC SCENARIO AND OUTLOOK

With India expected to 'turn the corner' on the back of structural reforms, its economy is projected to clock 7 per cent growth in 2015 even as China would see an economic slowdown, says a study. Presenting predictions by its economists for the New Year, global consultancy PwC said India is expected to resume growing at more than 6 per cent after seeing expansion below this level since 2012."We think 2015 could be the year that India turns the corner, posting growth of around 7 per cent. In the short term, low oil prices are likely to increase GDP growth, ease the pressures of India's high current account deficit and help bring down inflation," it said. Regarding the country's medium-term economic prospects, PwC said, "We think that the February 2015 budget could see India take a step towards implementing new structural reforms which will boost the economy."

India's economic growth was below 5 per cent in the last two financial years. The Reserve Bank of India (RBI) forecast the economy to grow at 5.5 per cent in 2014-15 (ending this March) and at 6.3 per cent in next financial year 2015-16

PHARMACEUTICAL INDUSTRY OUTLOOK AND OPPORTUNITIES

The global pharmaceutical market seems to be showing signs of recovery with several positive factors projected for the next four to five years. Global spending on medicines is expected to reach US$ 1.3 trillion by 2018, representing a compounded annual growth rate (CAGR) varying between 5-6% on a constant currency basis for the forecast period of 2014-2018. This is slightly higher than the 5.2% growth rate recorded over the past five years.

Higher growth is primarily on account of general economic well being, the effect of aging populations and chronic/lifestyle diseases on the demand side — and the introduction of new specialty medicines and increased accessibility of patients to medical infrastructure and funding, expansion of emerging markets and advances in treatment and allied technologies on the supply side.

On a regional basis, healthcare spending in North America is expected to increase on an average by approximately 5% per year during 2014-2018. This expenditure is expected to be partly driven by expanded consumer access to healthcare through the 2010 Patient Protection and Affordable Care Act; and partly because of the introduction of new medicines as well as the general economic recovery of the area.

MARKET DEVELOPMENT

The Indian pharmaceutical market grew at a CAGR of approximately 14% in the past five years and is expected to grow at a CAGR of between 9% and 12% to reach around US$ 20 billion to US$ 30 billion by 2018. This is being, and will be, driven by epidemiological factors, increasing affordability, enhanced accessibility and rising acceptability - though partially offset by pricing controls put in place by the National Pharmaceutical Pricing Authority (NPPA) and high levels of competition due to existing market fragmentation.

The government and regulatory authorities continue to focus on:

(a) reduced taxes and import duties;

(b) incentives for setting up manufacturing units through special economic zones and other facilities;

(c) incentives for higher in-house research and development; and

(d) improving the quality of healthcare infrastructure as well as the availability of medicines through the 'Jan Aushadhi' scheme at affordable prices.

VOLUME OF MANUFACTURING

Your company is in the manufacturing of the Hard Gelatin Capsule shell. During the year company has manufactured following quantity.

Particulars Quantity in Nos (in Lacs) 2014-15 2013-14

Finished goods available on the Opening date i.e. 01/04/2014 3719.87 4593.42

Manufactured during the year 33974.19 32952.21

Turnover of the capsule sold 33782.83 33825.76

Finished goods available on the Closing date i.e. 31/03/2015 3911.23 3719.87

SELLING PRICE

Due to heavy competition, the Company could not increase the sales price of its product, the selling price for the year was Rs.80.99 per thousand capsules as compared to Rs 80.91 per thousand capsules in the previous year.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In view of the paid up capital, profits and turnover of the company, the Company does not fall under the provisions of the section 135 of the Companies Act, 2013 and the rules made their under.

OCCUPATIONAL HEALTH & SAFETY (OH&S)

This initiative involved and positively engaged all levels of personnel on the plant and the Company's business. With regard to contractor safety, two key areas of focus identified were Facility Management for the contractors' employees and Equipment, Tools & Material Management. The Facility Management initiative was implemented to ensure adequate welfare facilities for contract labour such as washrooms with bathing facilities, rest rooms, availability of drinking water etc. The Equipment, Tools & Material Management program ensured that the tools used by contractors were safe. The process of screening of contractors was made more stringent to ensure that the contractors were aligned with the Company's objectives to ensure 'Zero Harm'.

HUMAN RESOURCES

Many initiatives have been taken to support business through organizational efficiency, process change support and various employee engagement programmes which has helped the Organization achieve higher productivity levels. A significant effort has also been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

The Company's HR processes such as hiring and on-boarding, fair transparent online performance evaluation and talent management process, state-of-the-art workmen development process, and market aligned policies have been seen as benchmark practices in the Industry.

During the year under review, the following Human Resources initiatives received greater focus:

Employer of Choice: Employees are encouraged to express their views and are empowered to work independently. Employees are given the opportunity to learn through various small projects which make them look at initiatives from different perspectives and thus provide them with a platform to become result oriented.

This has helped greatly in overall development of the employee and has significantly arrested the attrition rate. Leadership Development: As a part of leadership development, talented employees have been seconded to the senior leadership team to mentor them and prepare them for the next higher role.

Industrial Relations: The Company's Industrial Relations policy has been benchmarked by the manufacturing sector. The Company shares relevant business information with the Unions in order to enlighten them and make them sensitive towards business requirements. This has helped to build a healthy relationship and resolve issues through mutual dialogue.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual temporary, trainees) are covered under this policy No complaint was received during the year under review.

RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company is engaged in the business of manufacturing of Hard Gelatin Capsule Shell and is associated with the normal business risk as well as the imbalance of demand- supply of products in the Domestic and in International Market. Further pharmaceutical industry has always been under intense scrutiny by various regulatory authorities, both Indian and international. This trend continues resulting in regulatory standards being upgraded all the time Further It is close to two years since the new pricing regulation was enacted in the Indian market Over the last one year. Since the pricing regulatory authorities are reviewing the existing pricing mechanism and are considering expanding the scope, the threat of future decline in price remains.

Other than this, the Government policy, local area authority, Taxation policy, fluctuations in foreign currency rates may adversely affect the profitability of the Company subject to various process and clearance, payment of compensations, etc as may be decided by the concerning state government.

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 (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism named vigil mechanism/whistle blower Policy to deal with instance of fraud and mismanagement, if any The details of the vigil mechanism Policy is explained in the Corporate Governance Report as well as annexed to the Board Report as "Annexure A" and also posted on the website of the Company at www.medicaps.com.

SUBSIDIARY COMPANIES AUDITED FINANCIAL STATEMENTS OF THE COMPANY'S SUBSIDIARIES

As on 31st March, 2014, the Company had Medgel Pvt. Ltd. was its subsidiary company and by acquisition of remaining 27,10 Lakhs shares from other investors, it has become 100% Wholly Owned Subsidiary w.e.f. 28.08.2014. The Particulars of the Subsidiary Company is given as required under section 129(3) of the Act, read with the Companies (Accounts) Rules, 2014 in the Form AOC-1 as containing part of the Financial Statement annexed as Annexure B" which is forming part of the Annual Report.

The Company does not have any associate or joint venture company at the beginning or closing or any time during the year 2014-15 In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.medicaps.com. Further, as per fourth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, www.medicaps.com.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONALS & BOARD MEETINGS & PROCEDURES

Independent Directors

At the Annual General Meeting (AGM) of the Company held on September 27th Sept., 2014, the Members had re- appointed Dr. Shamsher Singh DIN 00204290) Dr. Shashikant Sharma (DIN 00204610) and Dr. Keshav Singh Verma (01490522) as Independent Directors under the Companies Act, 2013 for a term of 5 years with effect from 1st April 2014. Shri Pramod Fatehpuria, (DIN 00972389) was also confirmed by the members at their annual general meeting held on 27.09.2014 as an Independent Director for a term of 5 years with effect from 29th May, 2014. Dr. V.B. Malkar (DIN: 02491684) the Independent Director has resigned from the Board w.e.f. 29.05.2014 due to his pre- occupation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. In the Opinion of the Board, all the independent directors fulfill the criteria on independency as prescribed under the Companies Act and the Clause 49 of the Listing Agreement.

Directors seeking re-appointment at the ensuing annual general meeting

In accordance with the provisions of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Kusum Mittal (DIN 00035356) liable to retire by rotation and is eligible for re-appointment.

Key Managerial Personnel

The Company is having Company Secretary, Chief Financial Officer and designated them as the Key managerial Personal. Further that Shri Ramesh Chandra Mittal, Shri Alok K. Garg and Mrs. Kusum Mittal executive directors are also functioning as the Key Managerial Personnels as required under section 203 of the Companies Act, 2013. Tenure of Shri Ramesh Chandra Mittal as the Chairman and Managing Director will be over on 30th June, 2016 and Shri Alok K.Garg as Whole-time Director will be over on 31st March, 2016. The Nomination & Remuneration Committee and the Board at their meeting held on 12th August, 2015 has approved for their re-appointment subject to the approval of members in the ensuing General Meeting for the further period of 3 years w.e.f. 1st July, 2016 and 1st April, 2016 respectively. Shri Alok K.Garg is being designated as the Joint Managing Director to reward his services to the Company on the terms, conditions and remuneration as set out in the notice of the forthcoming annual general meeting. Your directors recommend to pass suitable resolutions as set out in the notice of the annual general meeting.

Number of meetings of the Board

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy apart from other Board business. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.

The notice of Board meeting is given well in advance to all the Directors. Usually, meetings of the Board are held in Pithampur, at the Registered Office of the Company. The Agenda of the Board/Committee meetings is circulated at least a week prior to the date of the meeting. The Agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The Board met 4 (Four) times in financial year 2014-15 viz, on 29th May, 2014; 13th August, 2014; 13th Nov., 2014 and 12th Feb., 2015. The maximum interval between any two meetings did not exceed 120 days.

Board independence

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act, 2013:- a) Dr. Shamsher Singh

b) Dr. Shashikant Sharma

c) Dr. Keshav Singh Verma

d) Mr. Pramod Fatehpuria (from 29.05.2014)

e) Dr. V.B.Malkar (upto 29.05.2014)

Company's policy on Directors' appointment and remuneration

The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is annexed with the Report as "Annexure C" and also uploaded on companies website (Link - http://medicaps.com/cgovernance.html)

Annual evaluation by the Board

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management;

v. Commitment to shareholder and other stakeholder interests;

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board do not participate in the discussion of his/her evaluation.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in Note-1 of the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March, 31st 2015 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, and other applicable Acts the Board has the following 5 (five) Committees as follows:

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders' Relationship Committee

(d) Risk management Committee

(e) Internal Committee for (Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 redressal of complaint at the workplace Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

RELATED PARTY TRANSACTIONS

There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions if any, are placed before the Audit Committee as also the Board for approval. The transactions entered into are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The statement is supported by a Certificate from the Managing Director and the CFO. The Company has developed a Related Party Transactions Manual, Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website (Link - http://medicaps.com/cgovernance.html ). A disclosure as required under section 134(3)(h) of the Companies Act, 2013 and the Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable to the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

AUDITORS & THEIR REPORT Statutory Auditors Appointment

The Company's Auditors, M/s C.P. Rawka & Co., Chartered Accountants, who were appointed for a term of three years at the Annual General Meeting held on 27th Sept., 2014 are eligible for ratification of their appointment. They have confirmed their eligibility under Section 141(3)(g) of the Companies Act, 2013 read with the Clause 41(1)(h) of the listing agreement for ratification for appointment as Auditors of the Company.

Your Board is pleased to inform that there is no such observation made by the Auditors in their report which needs any explanation by the Board.

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 has appointed M/s Ishan Jain & Co., Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as

Annexure D".

There is no qualification, reservation or adverse remark or disclaimer in Secretarial Audit report except the following:-

(a) Delay in filing of the certain forms as covered in their report to the RoC after prescribed period with the adequate additional filing fees, this has reported as compliance by reference of payment of additional fees; Management Comment/Explanations:- The Compliance has been made with additional filing fee as reported by the Secretarial Auditors themselves.

Further the Company was filing Form MGT-10 attach with the Form GNL-2 for change in the 2% or more shares of the Company in respect of promoters and top 10 shareholders of the Company. However, after availability of Form MGT-10 for e-filing, it was 2% of the respective promoters and top 10 shareholders holding and due to that uncertainty, the Company has filed form MGT-10 after some delay with the adequate filing fee.

(b) That the Company has not complied with the Clause 41(I)(h) of the Listing Agreement.

Management Comment/Explanations: the Auditor has applied for conducting peer review to the Peer Review Board of ICAI and the same is under consideration with the PRB of the ICAI. Auditor assures that at the time of ratification by the Shareholders at the ensuing Annual General Meeting the Auditor's firm will be holding valid peer reviewed certificate.

(c) 5 Secured loans which were repaid/set off by modification, etc. long back, but still appearing on the portal of the MCA under the Index of Charges for which corrective measures needs to be taken for deletion/satisfaction of such charges. Management Comment/Explanations: The company is continuous in follow up with the bank since the charge is satisfied by the company long back and the bank as well as the company is searching for old documents and will proceed further.

Cost Auditor and their report

The Company has filed the Cost Audit Report for the year 2013-14 to the Central Government on 26th Sept., 2014. Further that the Company has appointed Shri Satish Kumar Gupta, Cost Accountants as the Cost Auditors of the Company for the year 2014-15 and in view of the orders issued by the Cost Audit Branch of the MCA, the Company is not falling under the purview of the requirement for Cost Records and its audit during the year 2014-15 and onward. Therefore, it do not propose to ratify the remuneration of the cost auditors and do not take any action for conducting the cost audit during the year 2014- 15.

Disclosure for frauds against the Company

In terms of the provisions of section 134(3)(ca) of the Companies Act, 2013, there were no fraud committed against the Company and any person which are reportable under section 141(12) by the Auditors to the Central Government as well as non reportable frauds during the year 2014-15.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirming compliance forms an integral part of this Report as "Annexure- E" and the Corporate Governance Report is attached as "Annexure F". Certificate from Shri R.C. Mittal, Managing Director and Mr. Manish Kumar Jain, Chief Financial Officer, pursuant to provisions of Clause 49(V) of the Listing Agreement, for the year under review was placed before the Board of Directors of the Company at its meeting held on 12th August, 2015. A copy of the certificate on the financial statements for the financial year ended March, 31, 2015 is annexed along with this Report as "Annexure G" and the Certificate of code of conduct by the directors and managerial personnels by the CS and Managing Director is annexed as"Annexure H". CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India and forming part of this Annual Report.

ENERGY CONSERVATION, 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 Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure I".

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, if any, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

The extract of the Annual Return in form MGT-9 for the year ended 31st March, 2015 is annexed herewith as "Annexure J".

RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION

Pursuant to provision of section 197(12) of Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the detail is given in the "Annexure K". Particulars of remuneration of employees

During the year, none of the employees received remuneration in excess of 5 lakhs or more per month or Rs. 60 Lakhs or more per annum. In accordance with the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore there is no information to disclose in terms of the provisions of the Companies Act, 2013.

INDUSTRIAL RELATIONS

During the year under review your Company enjoyed cordial relationship with worker and employees at all levels.

CODE OF CONDUCT

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 laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website (Link:- http://medicaps.com/cgovernance.html) 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 Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

In view of the SEBI (Prohibition of Insider Trading) Regulation, 2015 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 Trading Plan, 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.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

For and on behalf of the Board

Ramesh Chandra Mittal Place: Pithampur Chairman & MD

Date : 12th August, 2015 DIN 00035272

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Mar 31, 2014

Dear Members

The Directors submits their 31st Annual Report of the Company along with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2014.

1. FINANCIAL RESULTS: (Rupees in Lacs)

Particulars 31.03.2014 31.03.2013

Revenue from operation 2736.97 2602.51

Other Income (156.19) (133.24)

Total Income 2580.78 2469.27

Total Expenses 2458.33 2287.51

Profit before Interest, Depreciation & Tax (EBIDTA) 125.89 244.61

Less: Interest 0.00 0.00

Less: Depreciation 34.04 62.86

Profit before Tax 122.45 181.75

Less: (a) Current Tax 100.00 120.00

(b) Earlier year excess provision for tax written back (0.48) 0.00

(c) Deferred Tax 8.67 (4.82)

Net Profit for the year 14.26 66.57

Add: Surplus brought forward from previous year 4604.42 4537.85

Surplus Carried to Balance Sheet 4618.68 4604.42

Paid up Equity Share Capital 124699560 124699560

Earning per share (Rs. 10/- each) Basic & Diluted (in Rs.) 0.11 0.53

2. DIVIDEND:

Your Directors considered the feasibility of dividend for the year 2013-14 and considered the requirement of the liquid financial resources for the smooth running of the company and in view of the present financial status, the company needs to provide financial support to its subsidiary Medgel Pvt. Ltd. therefore this year the Directors proposes to escape the dividend and the profits earned by the Company be utilized for the further business plans to maximize the worth of the company and its shareholders. (Previous Year NIL)

3. COMPANY''S PERFORMANCE & FUTURE OUTLOOK:

Inspite of the slack in the market condition during the year under review, it could earn the gross income of Rs.2580.78 Lacs as compared to Rs. 2469.27 Lacs in previous year. Due to sharp increase in the cost of raw material and employee cost, the profitability of the Company has been decreased from Rs. 181.75 Lacs to Rs. 122.45 Lacs. The Company''s investment in the Mutual Funds, etc. as well as in Subsidiary Company could not generate adequate profits even the Company has to incur losses on the investments activities due to depressed capital market and Mutual Funds in the country.

4. DIRECTORS:

The Board in its meeting held on 29th May, 2014 has appointed Shri Pramod Fatehpuria as an Additional Director under the category of Independent Director of the Company, to hold the office of the director till the conclusion of the Annual General Meeting.

Dr. Vishwanath BalkrishnaMalkar,Director of the Company has resigned from the office of Director w.e.f. 29th May, 2014.

In view of impending retirement from the directorship of Shri R.C. Mittal liable to retire by rotation at the forthcoming Annual General Meeting, being eligible offers himself for re-appointment.

Further that Dr. Shashi Kant Sharma, Shri Pramod Fatehpuria, Dr. Shamsher Singh and Dr. Keshav Singh Verma the existing independent directors are further proposed to be appointed as Independent Directors for a term of 5 years as per requirement of section 149 of the Companies Act, 2013 as well as Clause 49 of the Listing Agreement.

The Company has received notice in writing from the members as required under section 160 of the Act for proposal for appointment of above said Directors of the Company at the ensuing Annual General Meeting.

The Independent Directors have submitted a declaration confirming that they meets the criteria for independence as provided in section 149(6) of the Act and is eligible for appointment as Independent Directors of the Company.

In the opinion of the Board the above said four directors fulfills the conditions specified in the Act and the Rules made there under as the Clause 49 of the Listing Agreement for their appointment as Independent Directors of the Company.

5. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, and based on the representation received from the operating management,the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there is no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that have been 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 the year under review;

c. they have taken proper and sufficient care to the best of their Knowledge and ability for the maintenance of adequate accounting records in accordance with the provision of this Act. They confirm that there are adequate systems and controls for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities;

d. they have prepared the annual accounts for the financial year ended 31st March, 2014 on a going concern basis;

6. DEPOSITORY SYSTEMS AND LISTING:

The equity shares of the Company may also be kept in electronic form with the Central Depository Services Ltd.(CDSL) and National Depository Services Ltd. (NSDL) therefore all members and investors may hold their shares in the Company''s shares in dematerialized form. Company''s equity shares are listed at the BSE Ltd. and MPSE and being regularly traded at the BSE.

7. FINANCE & ACCOUNTS:

7.1 Cash generation:

Your company continued its strong cash generation driven by overall business performance. Your company optimized the return on investment by deployment of cash surplus in a balanced portfolio of sale and liquid securities and may be considered as ''Zero Debts Company''.

7.2 Internal Control Systems and its adequacy:

The Company''s internal control procedures are tailored to match the organization pace of growth and increasing complexity of operations, these ensure compliance with various policies, practices and statutes. The Company''s internal audit carries out extensive audit throughout the year, across all functional area and submits its report to the Audit Committee of the Board of directors.

7.3 Adequate coverage of risk:

The Company''s assets are adequately insured against various risks, which were considered necessary by the management from time to time.

Your company is a foreign exchange earner and the transactions are suitably covered for exchange risk and there is no materially significant exchange rate risk associated with the company.

7.4 Segmentwise results:

Your company is dealing only in a single segment,i.e. manufacturing of the gelatin capsules; therefore AS-17 for Segment-Wise reporting is not applicable to the Company.

7.5 Subsidiary Company:

Medgel Pvt. Ltd. is a subsidiary company and it has invested Rs. 2812.34 in the share capital. Medgel Pvt. Ltd. is having its plant in the Pithampur(M.P.)

7.6 Disclosures:

The Company has made adequate disclosures regarding related party transactions, contingent liabilities, remuneration of directors, and significant accounting policy in the notes to the accounts as an integral part of the Balance Sheet and Profit & Loss Accounts for the year ended 31st March,2014.

8. ISO:9001:2000 CERTIFICATION:

As you are aware that your Company is ISO:9001:2000 complied and this will give further strength to the quality as well as international recognition.

9. AUDITORS:

M/s C.P. Rawka & Co., Chartered Accountants (ICAI Firm Registration No. 000518C), Indore, statutory auditors of the Company, hold the office until the ensuing Annual General Meeting. The said Auditors have furnished the certificate of their eligibility for re-appointment.

Pursuant to the provisions of section 139 and other applicable provisions, if any, of Companies Act, 2013 read with Rule 3 of Companies (Audit and Auditors) Rules, 2014, subject to the peer review by the ICAI is proposed to re-appoint M/s C.P. Rawka & Co., Chartered Accountants (ICAI Firm Registration No. 000518C), as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Thirty Fourth AGM of the Company to be held in the year 2017 (subject to ratification of their appointment at every AGM) on such remuneration as may be decided & fixed by the board on the recommendations of the Audit Committee.

The Auditors'' Report read with notes to accounts are self-explanatory and needs no further comments.

10. COST AUDITORS:

Pursuant to the directives of the Central Government under the provisions of section 148 and all other applicable provisions of the Companies Act,2013 read with the Companies (Audit and Auditors) Rules 2014,the Company is not required to appoint the Cost Auditors for the year 2014-15.The Cost Audit Report/Compliance Certificate forthe year 2013-14 would be filed to the Central Government within the stipulated time.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as Annexure A.

12. DEPOSITS:

Your Company has not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and there is no outstanding deposit due for re-payment.

13. PERSONNEL:

The Company continued to have cordial and harmonious, rooted in the philosophy of bilaterism. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions.

14. SECRETARIAL AUDITORS:

The Company has appointed M/s Ishan Jain & Co., Company Secretaries (ACS 29444 & CP 13032) as the Secretarial Auditors for the year 2014-15 as required under section 204 of the Companies Act, 2013.

15. INSURANCE:

The Company has taken adequate insurance cover for all movable & immovable assets for various types of risks.

16. PARTICULARS OF EMPLOYEES:

Your company did not have any person in employment that, if employed throughout the financial year or part thereof, was in receipt of remuneration, particulars of which are required to be included in this report as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975.

17. CORPORATE GOVERNANCE REPORT:

Report on Corporate Governance as required under the Listing Agreements with the Stock Exchanges along with the certificate of the Auditors, M/s C.P. Rawka & Co., Chartered Accountants (ICAI Firm Registration No. 000518C) confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges are attached to this report as Annexure B.

FOR & ON BEHALF OF THE BOARD

Place : Pithampur RAMESH CHANDRA MITTAL Date: 13th August, 2014 CHAIRMAN CUM MANAGING DIRECTOR DIN-00035272

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Mar 31, 2010

The Directors are pleased to present their 27th Annual Report on the business and operations of the company together with the Audited Balance Sheet & Profit and Loss Accounts for the year ended 31st March 2010.

1. FINANCIAL RESULTS:

(Rupees in Lacs)

Year ended Year ended 31.03.2010 31.03.2009

Net Sales/Income from operations 2176.98 2274.81

Other Income 182.97 114.34

Total Income 2359.95 2389.15

Operating Profit (PBIDT) 545.57 554.32

Less: Depreciation 83.30 81.88

Interest and Financial Charges 0.00 0.00

Profit before Tax 462.27 472.44

Less: Provision for current year ncome tax 113.50 123.00

Fringe Benefit Tax 0.00 2.00

Add: Deferred Tax 13.70 10.87

Net Profit after tax & adjustments 362.47 358.31

Add: balance carried from Profits Loss A/c 3842.28 3556.68

Total profit available for appropriation 4204.75 3914.99

Less: Transfer to General Reserves 18.50 18.00

Less: Proposed Dividend 46.76 46.76

Less: Corporate Tax on Dividend 7.95 7.95

Surplus Carried to the balance Sheet 4131.54 3842.28

EPS in Rs. (Shares on Rs. 10/-each) 11.63 11.49

2. DIVIDEND :

Your directors are pleased to inform that Board of directors have recommend a dividend @Rs.1.50 (15%) per equity share of Rs.10/- each (Previous Year Rs.1.50 per share), which will be paid to the shareholders subject to the approval of the members at the forthcoming Annual General Meeting.

3. REVIEW OF OPERATIONS:

During the year under review due to sound fundamental and well planning of the Management of the company, it could earn the income of Rs. 182.97 Lacs from investment activities as compared to Rs. 114.34 Lacs in the previous year.

However, Companys manufacturing turnover has been marginally decreased from Rs. 2274.81 lacs to Rs.2176.98 Lacs. However, the profits from the manufacturing activities has also been substantially decreased to Rs.279.30 Lacs as compared to previous year Rs.358.10 lacs, this is due to increase in the cost of inputs, and low realization of the Companys product due to stiff competition.

Your company is in continuous process of modernization of the existing manufacturing facilities to get better output and quality.

4. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of section of 217(2AA) of the Companies Act, 1956, your directors state that:

In the preparation of accounts, the applicable accounting standards have been followed.

Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company as at the end of March 31,2010 and the profit of the company forthe year ended on that date.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

The annual accounts of the company have been prepared on a going concern basis.

5. DIRECTORS:

The Board consists of executive and non-executive directors including independent directors who have wide and varied experience in different disciplines of corporate functioning.

In view of impending retirement from the directorship of Mrs.Trapti Gupta, Shri Alok K. Garg and Shri Keshav Singh Verma are liable to retire by rotation at the forthcoming Annual General Meeting, they being eligible, offers themselves for re-appointment.

The tenure of Shri Ramesh Chand Mittal, as the Chairman Cum Managing Director was expired of 30th June, 2010 and the tenure of Shri Alok K. Garg, Whole-time Director was also expired on 31 st March, 2010 upon the recommendation of the Remuneration Committee, the Board of Directors have re-appointed them for a further period of three years. Your directors recommend passing appropriate resolutions for the above said purposes as set out in the notice of the Annual General Meeting.

6. DEPOSITORY SYSTEMS AND LISTING:

The equity shares of the Company may also be kept in electronic form with the Central Depository Services Ltd. (CDSL) and National Depository Services Ltd. (NSDL) therefore all members and investors may hold their shares in the Companys shares in dematerialized form. Companys equity shares are listed at the Bombay Stock Exchange Ltd., Mumbai, and being regularly traded.

The Company has complied with the requirement for delisting of share from the M.P. Stock Exchange. However, a necessary order to that effect is still awaited from the M.P.Stock Exchange. The Company is regular in payment of annual listing fee to the BSE.

8. ISO: 9001:2000 CERTIFICATION:

As you are aware that your Company is ISO: 9001:2000 complied company which is the latest version of ISO series and this will give further strength to the quality as well as international recognition.

9. AUDITORS AND THEIRREPORT:

Comments of the Auditors in their report and the notes forming part of the Accounts are self-explanatory and need no comments. M/s C.P.Rawka & Co., Chartered Accountants, the Statutory Auditors has expressed their willingness for re- appointment at the forthcoming annual general meeting. A certificate to that effect that their appointment, if made, would be in accordance with the provisions of section 224(1) of the Companies Act, 1956 has been received by the Company.

10. COMPLIANCE CERTIFICATE:

Compliance Certificate has been obtained from M/s D. K. Jain & Co. in terms of the provisions of section 383A(1) of the Companies Act, 1956 which is being annexed to the Directors Report, which is self-explanatory and needs no comments. Annexure B

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, PARTICULAR OF EMPLOYEES AND FOREIGN EXCHANGE:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 have been annexed herewith as annexure A.

12. DEPOSITS:

Your Company h.as not accepted any public deposit within the meaning of provisions of section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 and there is no outstanding deposit due for re- payment.

13. INVESTMENTS:

As a matter of longterm policy the Company utilizes its surplus funds in the long term investment in the various mutual funds and other securities from time to time to maximize the worth of the stakeholders of the Company and has earned very handsome profits from the investment activities. Further that the Company needs to provide financial support to the Joint Venture Company, M/s Medgel Pvt. Ltd. by way of providing financial guarantee to the Bank and financial institutions.

14. PERSONNEL:

The Company continued to have cordial and harmonious, rooted in the philosophy of bilaterism. In totality our employees have shown a high degree of maturity and responsibility in responding to the changing environment, economic and the market conditions.

15. CORPORATE GOVERNANCE:

Your Company is committed to good Corporate Governance Practices. Being a value driven organisation, the companys good corporate governance practices and the disclosures are need based, duly complied with the statutory and the regulatory requirements of the Companies Act, 1956, together with all the relevant Clauses of the Listing Agreement and all the others applicable laws.The Companys Corporate Governance Policies and the Practices are also in accordance with the Clause 49 of the Listing Agreement. A report of the Board of directors on the Corporate Governance along with the Auditors Certificate forming part of the Directors Report, being annexed herewith as Annexure C.

16. MANAGEMENT DISCUSSION AND ANALYSIS:

16.1 Industry structure and developments:

The Indian Pharmaceuticals market valued at around USD 9 billion continues to be a highly fragmented market with more than 5000 players, the vast majority of which are in the unorganized sector. It is,predominantly a "bra nded generics" market with over 25000 brands and is growing @ 10 % p.a.

Introduction of a product patent regime was widely welcomed but an environment of world class intellectual property rights including data protection continues to be elusive. There is a need to foster an ecosystem that recognizes, respects and rewards innovation. The Pharmaceutical Policy 2002 which proposed to increase the scope of price control to all 354 drugs needs serious review. Industry hopes that its recommendation to government of price monitoring as opposed to pr.ce control of drugs will form the basis of the progressive new Pharmaceutical Policy.

The Indian over-the-counter (OTC) medicines market, valued at over USD 1.8 billion, is the 11 th largest in the world. It is the second fastest growing market globally with a growth rate of around 9% per annum. The market has been performing well, partly due to switch of popular brands from prescription to OTC.

Despite strong growth, the OTC market development is still held back by several factors. OTC per capita spend remains low for several reasons, including reliance on herbal home remedies, regulatory restrictions, counterfeit medicines and price control. Pharmacies are mainly concentrated in urban areas and while they are increasingly being found in rural areas, doctor- dispensing is still the norm. The Government continued focus on economic reforms, its commitment to increase its investment in health care a robust service sector and Indias demographic profiles are expected to sustain the growth momentum in the pharmaceuticals market.

According to IMS Health Inc., the global pharmaceutical market grew by 7% in 2009 compared with 4.8% growth in 2008. In 2010 market is expected to grow by 4% to 6%. This growth will be largely driven by strong overall growth in the emerging countries as well as the rising influence of Health Care access and funding on market demand.

The Indian pharmaceutical market has seen a CAGR of about 14% in the last five years. It continues to be highly fragmented and dominated by Indian Companies. The domestic pharmaceutical Industry grew by 18% in March 2010 compared to 10% in March 2009.The Government of Indias vision 2015 indicates an 18% plus CAGR for the pharmaceutical sector, translating to a doubling of revenues over the next five years. According to this report, growth will bedriven by all verticals: domestic formulations, generic exports and outsourcing.

16.2 SWOT ANALYSIS FORTHE COMPANY:

16.2.1 Strengths:

- Strong in-house Research & Development.

- Integrated supply chain.

- Abilitytodelivercostsaving.

- High quality manpower resources.

- Centralized manufacturing activities at Pithampur Plant. t Zero Debt Company.

- Strong financial planning.

16.2.2 Weaknesses:

- Controlling of process parameters is very critical.

- Dependency on drug formulation companies.

- Frequent fluctuation in market demand.

- Very sensitive process of manufacturing.

16.2.3 Opportunities:

- There is very good demand of gelatin capsules in overseas and Indian market having good quantum in that and quality of Indian capsule recognized in world.

- As your Company has made huge investment in the Mutual Funds and other securities, the financial results for the coming year may improve the profitability in view of improved financial conditions of the Country and globally.,,

16.2.4 Threats:

- India has one of the lower per capita health care expenditure in the world.

- Aggressive price competition from local and multinational players.

- Fast technology change in the manufacturing line of the Company.

- Frequent change in Govt, policy for pharmaceutical industries.

- Registration of patent by the users of the products of the company.

- Developed countries are very rigid in procuring capsules from out of countries.

- Higher inflation rate.

- Uncertainty in the capital market.

16.3 Outlook:

While we cannot predict a further performance, we believe considerable opportunities will exist for sustained and profitable growth, not only in the developing countries but also in the developed western countries.The Company is in continuous process to launch new variety of empty capsules and variants to meet out the demands in the coming year and also to expand its marketing reach in other country for growth in the export as well as domestic turnover. The company with its continued focus on exports stands to gain a lot from the emerging scenario. However, return from the investment activities may largely effect the profitability of the Company.

16.4 Marketing and Export:

In domestic market your company had some more well reputed companies. In the export front the Company has done well, the export turnover of the company is increased to Rs.143.34 Lacs as compared to previous year Rs.99.68 Lacs and your company is making all the efforts to increase its export turnover in the coming years.

17. ACKNOWLEDGEMENTS:

Your directors acknowledge the vital role played by conscientious and hardworking employees of the company at all levels towards its overall success. Your directors also acknowledge the support provided by suppliers, vendors and valued customers in its efforts to provide high quality products. Your Board takes this opportunity to record their appreciation in this regard including valued investors and shareholders of the Company.

BY ORDERS OF THE BOARD

Place: Pithampur R.C.MITTAL

Date :26th August, 2010 CHAIRMAN & MANAGING DIRECTOR