medi caps ltd Directors report

To,

The Members,

MEDI-CAPS LIMITED

Your Board of Directors has pleasure to presenting the 40^th Annual Report on the business and operations of Medi-Caps Limited together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2023.

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, 2023, 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 2022-23 as compared to that of previous year: (Amount in Lakhs except EPS)

	Standalone		Consolidated
Particulars	31.03.2023	31.03.2022	31.03.2023	31.03.2022
Total Income	74.60	60.74	5097.42	7178.53
Total Expenditure before Interest and Depreciation	39.79	57.59	4430.86	5991.43
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	9.23	9.23	174.32	181.32
Profit/Loss before Tax	25.58	(6.08)	492.08	1005.77
Less:(a) Current Tax
	0.00	0.00	122.00	0.00
(b) Earlier year (excess)/short provision for tax written back	0.00	0.00	183.58	0.00
(c) Deferred Tax	(0.14)	1.44	(0.14)	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
Other Comprehensive Income	(32.70)	35.69	55.95	146.32
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	0.12	(0.03)	1.41	8.08
(for continuing and discontinued operations)

STATE OF COMPANYS AFFAIRS AND REVIEW OF OPERATIONS

The Members are aware that the Company had entered into Real Estate sector and started its first project ‘Medicaps Business Park with M/s. Tirupati Reality & Developers. The Developer has started marketing of the project after receiving the approval under Real Estate Regulatory Authority and the project is getting huge response in the market; impact of the same in terms of revenue will be reflected in the financial years 2023-24. In financial year 2022-23, on standalone basis, the Company has earned total income of Rs. 74.60 Lakhs and incurred a loss of (after comprehensive income) of Rs. 18.05 Lakhs as compared to previous year where the Company had earned total income of Rs. 60.74 lakhs which consists mainly of Capital Gain on Mutual Fund and earned net profit (after comprehensive income) amounting to Rs. 31.89 Lakhs. Further on a consolidated basis, the Company has earned total income of Rs. 5097.42 Lakhs as against Rs. 7178.53 Lakhs in the previous year and earned net profit (after comprehensive income) of Rs. 231.52 Lakhs as compared to the previous financial year in which Company earned net profit (after comprehensive income) amounting to Rs. 1154.37 Lakhs. The consolidated financials reflect the cumulative performances of Medi-Caps 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 134(3)(a) of the Companies Act, 2013, the draft annual return as on 31^st March, 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 link 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 Meeting 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 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 2022-23 forms part of the Corporate Governance Report. Further, Annual General Meeting of the Company for Financial year 2021-2022 was held on Wednesday 28^th September, 2022.

4. DIVIDEND

Due to inadequate profit, the Board of Directors has not recommended any dividend for the year 2022-23.

5. AMOUNT TRANSFER TO RESERVES

During the year under 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, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and there were no remaining unclaimed deposits as on 31^st March, 2023. Further, the Company has not accepted any deposit or loans in contravention of the provisions of the Chapter V of the Companies Act, 2013 and the Rules made there under.

DISCLOSURE OF UNSECURED LOAN RECEIVED FROM DIRECTORS

Pursuant to Section 2(31) 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.

7. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

The Company is continuing having 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 2022-2023. There are no companies which become/ceased to be subsidiaries during the year of your Company.

A separate statement containing salient features of the Financial Statement of the Subsidiary in the prescribed Form AOC-1 are annexed to this Report as ANNEXURE-A and hence is not repeated here for sake of brevity. In accordance with fourth 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 fifth proviso of the said section, audited annual accounts of the subsidiary company have also been placed on the website of the Company, https://medicaps.com/?page_id=7256. There has been 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 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.

MATERIAL SUBSIDIARY

Medgel Private Limited is 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

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 Companys website at: https://medicaps.com/wp-content/uploads/2022/08/Policy-for-determining-Material-Subsidiary-f.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, 2013 and Regulation 33 and Regulation 34 of the SEBI Listing Regulations, read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 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 the Consolidated Financial Statements and their contribution to the overall performance of the Company is provided in Form AOC-1 and forms integral part of this Annual Report.

9. 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, 2023, Board of Directors comprises of total 8 (Eight) Directors namely:

(i) Mr. Ramesh Chandra Mittal (DIN: 00035272), Chairman and Non Executive Non Independent Director (ii) Mr. Alok K Garg (DIN: 00274321), Managing Director (iii) Mrs. Kusum Mittal (DIN: 00035356), Non Executive Non Independent Women Director (iv) Mr. Akshit Garg (DIN: 08576807), Non Executive Non Independent Director (v) Mr. Pramod Fatehpuria (DIN: 00972389), Independent Director (vi) Mr. Ashok Agrawal Omprakash (DIN: 07870578), Independent Director (vii) Mr. Dharmendra Solanki (DIN: 09055239), Independent Director (viii) Mr. Sourabh Kumar Shrinivas (DIN: 09692160), 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 2022-23, on the recommendation of Nomination and Remuneration Committee, Mr. Sourabh Kumar Shrivas (DIN: 09692160) was appointed additional director and Non-executive Independent Director and Mr. Akshit Garg (DIN: 08576807) was appointed as additional director and promoter Non-Executive Director by the Board of Directors w. e. f. 04^th August, 2022 at its meeting held on 4^th August, 2022 which were subsequently confirmed by the members in their 39^th Annual General Meeting held on 28^th September, 2022. However, during the Current Financial Year 2023-2024, Mr. Sourabh Kumar Shrivas (DIN: 09692160) and Mr. Akshit Garg (DIN: 08576807) were resigned from the post of directorship of the Company w. e. f. 21^st July, 2023. Further during the Current Financial Year 2023-2024, on the recommendation of Nomination and Remuneration Committee, the Board at its Meeting held on 11^th August, 2023 approved appointment of Mr. Gajendra Singh (DIN: 10253991) as an Additional director under the category of Non-Executive Independent Director on the Board of Directors of the Company with effect from 11^th August, 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 (five) consecutive years commencing from 11^th August, 2023 to 10^th August, 2028 (both days inclusive). The Company has received the requisite Notice from a Member in writing proposing their appointment as a Non-Executive 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, 2023, 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. Sourabh Kumar Shrivas (DIN: 09692160) {Resigned w. e. f. 21^st July, 2023} d) Directors liable to retire by rotation seeking re-appointment

Mr. Ramesh Chandra Mittal (DIN: 00035272) is liable to retire by rotation at the ensuing 40^th Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend passing necessary resolution as proposed in the Item No. 3 of the Notice of the Annual General Meeting. 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 been categorized as the Key Managerial Personnel within the meaning of Section 203 of the Companies Act, 2013. 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 164 of the Companies Act, 2013. 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 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI Listing Regulations 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 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 of 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 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, 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 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.

Mr. Pramod Fatehpuria (DIN: 00972389) Independent Director of the Company is exempted from the requirement to undertake online proficiency self-assessment test and Mr. Ashok Omprakash Agrawal (DIN: 07870578) & Mr. Dharmendra Solanki (DIN: 09055239) Independent Directors of the Company have passed online proficiency self-assessment test. Further director appointed during the current financial year 2023-24, Mr. Gajendra Singh (DIN: 10253991), Non-Executive Independent Director of the Company is required to clear the online proficiency self-assessment 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, 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 Companys internal financial controls were adequate and effective during the financial year 2022-23. Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best 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 accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the 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 provisions 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 controls to be 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 and operating 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 provisions of applicable 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 Corporate Governance of the 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 conducted on 10^th November, 2022 in an informal manner without the presence of the Chairman, Managing Director and Non-Executive Non-Independent Directors of the Company.

14. COMPANYS 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, KMPs 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 https://medicaps.com/wp-content/uploads/2016/06/Remuneration-Policy.pdf. The details of the same are also covered 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 the provisions of the Companies Act, 2013 and SEBI Listing Regulations. The 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, 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. Sourabh Kumar Shrivas (DIN: 09692160) was appointed as an Independent Director in the Company. At the time of appointment of Mr. Sourabh Kumar Shrivas (DIN: 09692160), 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. Sourabh Kumar Shrivas possess 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. However, Mr. Sourabh Kumar Shrivas (DIN: 09692160) resigned from the post of Independent Director of the Company 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 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 OF INDEPENDENT DIRECTORS

The details of program for familiarization of Independent Directors of the Company is available on Companys website at https://medicaps.com/wp-content/uploads/2023/02/Familiarization-policy-updation-2022-23.pdf

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the requirement of Regulation 34(3) read with Schedule V 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 and guarantee given are disclosed as under: (Amount in Lakhs)

Name of the Company	Nature of Transactions	Investment made/ Guarantee/ Loans Provided	Closing value as on 31st March, 2023
Medgel Private Limited (Wholly Owned Subsidiary)	Non-Current	Investment	4282.35
Natural Capsules Limited	Non-Current Current and	Investment	0.39
Mutual Funds & SIP	Non-Current	Investment	806.90

*The 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. Further during the financial year 2022-23, the Company had withdrawn its corporate guarantee given in favour of wholly owned material subsidiary i.e. Medgel Private Limited; towards a cash credit limit of Rs. 2 crore availed by wholly owned material subsidiary from IDBI Bank Limited, Indore.

16. 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 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 the Companys website https://medicaps.com/wp-content/uploads/2017/03/RPT-Policy-W.E.F-25.07.2018-Final-Updated.pdf During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms 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 arms 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 2022-23 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 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 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. (A)	Particulars Conservation of Energy	Details
(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 equipments	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

Particulars	2022-23	2021-22
Foreign Exchange Earnings: (Amount in lacs )	Nil	Nil
Foreign Exchange Outgo: (Amount in lacs )	Nil	Nil

18. ADEQUACY OF INTERNAL FINANCIAL CONTROL AND ITS EFFECTIVENESS

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 Companys 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 Companys 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. 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 Companys 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.

19. CORPORATE SOCIAL RESPONSIBILITY

In view of the net worth, profits and turnover, the Company does not fall under the provisions of the 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.

20. RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEES

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 employees received remuneration in excess of Rs. 102.00 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 197 of the Companies Act, 2013 read with rule 5(2) and rule (3) 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. Further 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, Mr. Alok K Garg (DIN: 00274321), Managing Director of the Company has drawn remuneration of Rs. 74.10 Lacs from wholly owned subsidiary company in capacity of Managing Director of Medgel Private Limited and 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 this none of the Director of the Company received any remuneration or commission from the wholly owned subsidiary company.

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 with the 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 under SEBI Listing Regulations is presented in a separate 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 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 Companys 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 Mechanism.

24. 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 Auditors Report and the notes on financial statement for the year 2022-23 referred to in the Auditors

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 2022-23.

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 Company had appointed L. N. Joshi & Co., Practicing Company Secretaries, Indore to undertake the Secretarial Audit of the Company for the Financial Year 2022-2023. The Report of the Secretarial Auditor for the year 2022-23 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 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 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 2022-23, 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 Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems

27. 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 2022-23.

28. 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 2022-23 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.

29. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the financial year 2022-23 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 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 17(8) of the SEBI Listing Regulations and the same forms part of this Annual Report.

31. 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 https://medicaps.com/wp-content/uploads/2021/08/Code-of-Conduct-for-Board-Senior-Management-Personnel.pdf. All Directors and Senior Management personnel have affirmed compliance with the Code for 2022-23. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

32. STATEMENT FOR RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

The Company has its Risk Management 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 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.

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 year to which the financial statements relate and the date of this Boards report.

34. DISCLOSURE UNDER THE 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.

35. LISTING WITH STOCK EXCHANGE

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

2023-24.

36. INSURANCE

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

37. DEPOSITORY SYSTEM

Your Companys 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 advantage offered by the Depository System, members are requested to avail of the facility of Dematerialization of the Companys shares on either of the Depositories mentioned as aforesaid.

38. COMPLIANCE OF SECRETARIAL STANDARDS

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

39. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND THE COMPANYS

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 issued equity shares with differential rights as to dividend, voting or otherwise. As on 31^st March 2023, none of the Directors of the company hold instruments convertible into equity shares of the Company. 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, 2023. 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.

41. 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

DATE: 11TH AUGUST, 2023	RAMESH CHANDRA MITTAL	ALOK K GARG
PLACE: INDORE	CHAIRMAN	MANAGING DIRECTOR
	DIN: 00035272	DIN: 00274321