mesco pharmaceuticals ltd Directors report

To The Members

Mesco Pharmaceuticals Ltd

Your Directors are pleased to present 35^thAnnual Report and the Statement of Accounts for the financial year ended on March 31, 2021

1. FINANCIAL HIGHLIGHTS

(Amount in Rs.)

Particulars	2020-21	2019-20
Revenue from operations	-	-
Other Income	-	-
Profit/(Loss) before Tax	(39,061)	(983,321)
Tax Expenses:
Current Tax	-	-
Earlier Years	-	-
Profit/(Loss) after Tax	(39,061)	(983,321)
Transfer to General Reserve	-	-
Reserves and surpluses	(307,552,408)	(307,513,347)
Earnings per share	(0.00)	(0.05)

2. COMPANY PERFORMANCE/ STATEMENT OF COMPANYS AFFAIR

During the year under review there were no operations of business in the Company.

3. DIVIDEND

Directors have not recommended any dividend for the financial year ended on 31^st March, 2021.

4. CHANGE IN NATURE OF BUSINESS OF THE COMPANY

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

5. REPORT ON SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has no subsidiaries, associates and joint ventures companies.

6. SHARE CAPITAL

During the year under review the paid up Equity Share Capital as on 31^st March, 2021 is Rs.19,73,81,000 divided into 1, 91,55,600 equity shares of Rs 10 each fully paid up and 11,65,000 equity shares of Rs 5 each partly paid up. During the year under review, the Company has not issued any shares. The Company has not issued shares with differential voting rights. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.

7. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Dushyant Kumar Singh was retiring and liable to be reappointed in the ensuing AGM of the Company.

Mrs. Savita Sethi, resigned from the post of Independent Director on 19^th February, 2021.

8. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Directors are regularly informed during meetings of the Board and Committees on the activities of the Company, its operations and issues faced by the pharmaceutical industry.

9. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In terms of Section 134 of the Companies Act, 2013 and Regulation 17(10) of SEBI (LODR), Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Stakeholders Relationship Committee. Elaborate details on the same are given in the Corporate Governance Report.

10. REMUNERATION POLICY

Pursuant to the requirement under Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and on remuneration of Directors, KMP and other employees is uploaded in the website of the Company www.mescopharma.com. During the year under review, there was no change in the policy.

11. NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2020-21, the board of Directors of the Company met 4 (Four) times i.e. 31^st July, 2020, 03^rd September, 2020, 12^th November, 2020 and on 12^th February, 2021. In the Meeting held on 31^st July, 2020 and the last meeting of 19-20 there was a gap of more than 120 days, due to the fact of lockdown situation occurred because of COVID-19 impact. Other than as specified above, the gap between two consecutive meetings did not exceed 120 (One hundred Twenty) days. Further, a separate Meeting of the Independent Directors of the Company was also held on 11^th February, 2021.

12. AUDIT COMMITTEE

The composition, terms of reference etc. of the Audit Committee is provided in Corporate Governance Report which forms part of this Annual Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the Financial Year under review.

13. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition, terms of reference etc. of the Stakeholders Relationship Committee is provided in Corporate Governance Report which forms part of this Annual Report.

14. NOMINATION AND REMUNERATION COMMITTEE

The composition, terms of reference etc. of the Nomination and Remuneration Committee is provided in Corporate Governance Report which forms part of this Annual Report.

15. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188(1) OF THE COMPANIES ACT, 2013

With reference to Section 134(3)(h) of the Companies Act, 2013, no contracts and arrangements with related parties under Section 188(1) of the Act, entered by the Company during the financial year. Accordingly, there are no transactions that are required to be reported in form AOC-2. Your attention is drawn to the Related Party disclosures set out in the Notes to the Financial Statements.

16. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on the Management Discussion and Analysis is provided as a separate Section in the Annual Report which forms part of the Directors Report.

17. CORPORATE GOVERNANCE

In terms of Regulation 34 of the SEBI (LODR) Regulations, 2015, a Report on Corporate Governance along with Compliance Certificate issued by Statutory Auditors of the Company is provided as a separate Section in the Annual Report which forms integral part of this Report (hereinafter "Corporate Governance Report").

18. EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is uploaded in the website of the Company at www.mescopharma.com .

19. STATUTORY AUDITORS AND THEIR REPORT

The members of the company are informed that Mr. Sangram Paul, proprietor of M/s Sangram Paul & Co., Chartered Accountants, Bhubaneswar (Registration No. 308001E) who was statutory auditor of the Company expired on 28.11.2020.

The casual vacancy caused due to his sad and sudden demise was filled by Board though circular resolution and M/s B S Subudhi & Co., Chartered Accountants (Registration No. 316006E) were appointed to conduct audit of the Company for the Financial Year 2020-21 and whose office needs to be approved by the shareholders in the this AGM. Further it is proposed to appoint M/s B S Subudhi & Co., Chartered Accountants (Registration No. 316006E) from the conclusion of the 35^th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company to be held in the year 2025,

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditors Report are self-explanatory.

20. COST AUDITORS AND THEIR REPORT

As per Section 148 of the Companies Act, 2013 read with Rules framed thereunder maintenance of cost records is not required by the Company and accordingly such accounts and records are not made and maintained.

21. SECRETARIAL AUDITORS

Your Board during the year appointed Ms. Tripti Shakya proprietor of M/s Tripti Shakya & Co., Company Secretary in Practice to conduct Secretarial Audit of the Company for the financial year ended 31^st March, 2021. The Report of Ms. Tripti Shakya in terms of Section 204 of the Act is provided in the Annexure-2 forming part of this Report. Given below is the management reply on the observations made by the Secretarial Auditor in her report.

Observation:

i. There were many events or filing under SEBI (LODR) Regulations, 2015 in which there were delayed filing and in some event no filing was made.

ii. The company did not provided the e-voting facility to its shareholders in the General Meeting held by the company during the Audit Period as required under Section 108 of the Companies Act, 2013 read with rule 20 of the Companies (Management and Administration) Rules, 2014.

iii. The promoters shareholding of the Company is not in 100% Demat form.

Managements Reply:

i. Due to late availability or non availability of data, the Company was not able to make few filings or delayed in filing thems. The Company will try to take care of same in future.

ii. Due to Financial constraints of the company, the company is not in the position for providing the e-voting facility to its members.

iii. The Management of the Company will take steps to de-mat the promoters shareholding in the Company.

Annual Secretarial Compliance Report was also issued by Ms. Tripti Shakya., Practicing Company Secretary, for the year ended 31 March 2021 which was duly filed with BSE Limited, and a copy of same is available at BSE.

22. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Statutory Auditors, and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Details of internal financial control and its adequacy in compliance with the provisions of Rule 8 (5)(viii) of Companies (Accounts) Rules, 2014 are included in the Management Discussion and Analysis Report, which forms part of this Report.

24. VIGIL MECHANISM POLICY

The Company has adopted a Vigil Mechanism Policy, to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

25. PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

Particulars to be given as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-1 respectively which forms part of this report.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(g) of the Companies Act, 2013 details of Loans, Guarantees and Investments, if any covered under the provisions of Section 186 of the Companies Act, 2013 are provided in Notes to the Financial Statements.

27. DISCLOSURE ON DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2020-21 in terms of Chapter V of the Companies Act, 2013.

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

a) Conservation of Energy & Technology Absorption: Since the Company is not engaged in any manufacturing activity, issues relating to conservation of energy and technology absorption are not given.

b) Export Activities: There was no export activity in the Company during the year under review.

c) Foreign Exchange Earnings and Outgo: The Income & Expenditure in foreign exchange is as under during the year under review:

Foreign Exchange outgo :	Rs. Nil (previous year Rs. Nil)
CIF Value of Imports :	Rs. Nil (previous year Rs. Nil)
Foreign Exchange Earning :	Rs. Nil (previous year Rs. Nil)

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

Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company-31^st March, 2021 and the date of this Report.

30. TRANSFER TO RESERVES

Your Board of Directors does not appropriate any amount to be transferred to General Reserves during the year under review.

31. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report. The Company does not have any subsidiaries and hence not required to publish Consolidated Financial Statements.

32. RETIRE BY ROTATION OF DIRECTOR

Pursuant to Sections 149, 152 of the Companies Act, 2013 Mr. Dushyant Kumar Singh, (DIN: 00091193), Director of the Company will retire by rotation at the ensuing AGM, and being eligible, offer himself for re-appointment in accordance with the provisions of the Companies Act, 2013. The information on the particulars of Director eligible for appointment in terms of Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 issued by ICSI has been provided in the notes to the notice convening the Annual General Meeting. Your Directors recommend his reappointment.

33. DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 that they meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR), Regulations, 2015.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company doesnt fall under the preview of Section 135 of the Companies Act, 2013 in relation to Corporate Social Responsibility for the financial year 2020-21.

35. RISK MANAGEMENT POLICY

In terms of the requirement of the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board. It establishes various levels of accountability and overview within the Company, while vesting identified managers with responsibility for each significant risk. The Company has laid down procedures to inform the Audit Committee as well as the Board of Directors about risk assessment and management procedures and status.

36. PREVENTION OF SEXUAL HARASSMENT

At Mesco Pharmaceuticals Ltd, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees. During the year under review, no complaints were reported to the Board.

We further confirm that 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

37. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory Authority, Court or Tribunal which shall impact the going concern status and Companys operations in future.

38. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors confirm:

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 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 and loss of the company for that period;

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; and

e. the directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

39. COMPLIANCES WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 (Meetings of the Board of Directors), SS-2 General Meetings), and SS-4 (Report of the Board of Directors) respectively, have been duly followed by the Company.

40. ACKNOWLEDGEMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and Companys Bankers for the assistance, co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuring an excellent all around operational performance.

	By order of the board
	For Mesco Pharmaceuticals Ltd
Date: 06.09.2021
Place: New Delhi	Dhruv Singh
	DIN: 02983286
	Director & CEO