medi caps ltd Directors report

To,

The Members,

Medi-Caps Limited

Your Directors presenting their 39^th Annual Report of Medi-Caps Limited together with the Standalone and Consolidated Audited Financial Statements for the year ended 31^st March, 2022.

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, 2022, 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 2021-22 as compared to that of previous year:

(Amount in Lakhs except EPS)

Particulars	Standalone		Consolidated
	31.03.2022	31.03.2021	31.03.2022	31.03.2021
Total Income	60.74	0.00	7178.54	5930.26
Total Expenditure before Interest and Depreciation	57.59	0.00	5991.43	4654.17
Profit/Loss before Interest, Depreciation & Tax (EBIDTA)	3.15	0.00	1187.11	1276.09
Less: Interest	0.00	0.00	0.02	0.00
Less: Depreciation	9.23	0.00	181.32	152.11
Profit/Loss before Tax	-6.08	0.00	1005.77	1123.98
Less:(a) Current Tax	0.00	0.00	0.00	0.00
(b) Deferred Tax	1.44	-0.51	1.44	-0.51
Profit/ Loss for the period from continue operation	-7.52	0.51	1004.33	1124.50
Profit/Loss from discontinue operation	3.72	-11.59	3.72	-11.59
Profit/Loss for the period	-3.80	-11.08	1008.05	1112.90
Other Comprehensive Income	35.69	123.47	146.32	262.88
Total Comprehensive Income/Loss	31.89	112.39	1154.37	1375.79
Add: Surplus brought forward from previous year	4507.89	4395.50	5618.72	4242.94
Surplus carried to the Balance Sheet	4539.77	4507.89	6773.09	5618.72
Paid up Equity Share Capital	1247.00	1247.00	1247.00	1247.00
EPS (Equity Shares of Rs. 10/- each) (in Rs.)Basic & Diluted (for continue & discontinue operation)	-0.03	-0.09	8.08	8.93

STATE OF COMPANY?S AFFAIRS & REVIEW OF OPERATIONS

The members are aware that the Company had entered into Real Estate Business and in continuation of this the Company has executed an agreement with M/s Timpati Reality & Developers for Project named ‘Medicaps Business Park?. Your Board of Directors are pleased to inform that the developer has received approval from the Real Estate Regulatory Authority on 17^th March, 2022 and the construction of the project is going on in full swing during the Current Financial year. The Developer has started marketing of the project after receiving the approval under Real Estate Regulatory Authority; impact of the same in terms of revenue will be reflected in the upcoming financial years.

During the financial year the company has other income of Rs. 60.74 Lacs consisting mainly from Capital Gain on Mutual Fund and earned net profit (after Comprehensive Income) of Rs. 31.89 lakhs as compared to the previous year in which Company has no income from continuing basis due to discontinuance of Pharmaceuticals activities but earned net profit amounting to Rs. 112.39 Lakhs from discontinue operation and Other Comprehensive Income.

On a consolidated basis, total income of the Company increased to Rs. 7178.54 lakhs as against Rs. 5930.26 lakhs in the previous year. Further on consolidated basis company earned net profit (after Comprehensive Income) of Rs. 1154.37 lakhs as compared to the previous financial year in which Company earned net profit amounting to Rs. 1375.79 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. DIVIDEND

Due to non availability of revenue from real estate project, the Board of Directors has not recommended any dividend for the year 2021-22.

3. TRANSFER TO RESERVES

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

4. 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, 2022. 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)(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.

5. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 as amended from time to time, the Annual Return of the Company for Financial Year 2021-22 is available on the Company?s website at: https://medicaps.com/wp-content/uploads/2022/07/Form MGT 7.pdf .

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to the requirement of Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("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 Balance/value as on 31/03/2022
Medgel Private	Non- Current	Investment	4282.35
Limited (Wholly Owned Subsidiary)		Guarantee Security provided	200.00
Natural Capsules Limited	Non- Current	Investment *	0.46
Mutual Funds & SIP	Current and Non-Current	Investment *	976.83

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

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

7. 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.

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

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder. The Company?s process ensures complete anonymity and confidentiality of information.

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.

9. 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.

10. ADEQUACY OF INTERNAL FINANCIAL CONTROL & 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 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 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 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.

11. 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) & (10) of the Act and Regulation 22 of the 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 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.

12. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES OF THE COMPANY

The Company is continuing having 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 2021-2022. 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 subsidiary of the Company as per the thresholds laid down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Company?s website at: https://medicaps.com/wp-content/uploads/2022/08/Policy-for- determining-Material-Subsidiarv-f.pdf

13. 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 & Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘Listing Regulations?) read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2022. 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 part of this Annual Report

14. 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 Listing Regulations, with an appropriate combination of Executive, Non-Executive and Independent Directors.

a) Constitution of the Board

As on date of Report, Board of directors are comprising of total 8 (Eight) Directors namely:

(i) Mr. Ramesh Chandra Mittal, Chairman and Non Executive Non Independent Director

(ii) Mr. Alok K Garg, Managing Director

(iii) Mrs. Kusum Mittal, Non Executive Non Independent Director

(iv) Mr. Akshit Garg, Non Executive Non Independent Director

(v) Mr. Pramod Fatehpuria, Non Executive Independent Director

(vi) Mr. Ashok Agrawal Omprakash, Non Executive Independent Director

(vii) Mr. Dharmendra Solanki, Non Executive Independent Director

(viii) Mr. Sourabh Kumar Shrivas, Non Executive 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 Director

During the financial year, following changes have been confirmed by members in their 38^th Annual General Meeting held on 28^th September, 2021:

1. Continuation of directorship of Mr. Ramesh Chandra Mittal (DIN: 00035272) as the Non-Executive Director and Chairman of the Company on attaining the age of 75 (seventy five) years.

2. Re-appointment of Mr. Alok K Garg, (DIN: 00274321) as a Managing Director of the Company for a period of 5 years w.e.f. 01^st April, 2022 to 31^st March, 2027.

3. Appointment of Mr. Dharmendra Solanki (DIN: 09055239) as a Non Executive Independent Director of the Company for a period of 5 years w.e.f. 5^th February, 2021 to 4^th February, 2026.

4. Re-appointment of Mr. Ashok Omprakash Agrawal (DIN: 07870578) as a Non Executive Independent Director of the Company for a second term of five years w.e.f. 25^th July, 2022 to 24^th July, 2027.

During the current financial year, on the recommendation of Nomination and Remuneration Committee, the Board in its meeting held on 04^th August, 2022 approved the following changes for which Company has received the requisite Notices from a Member in writing proposing their appointment as Director of the Company:

1. Appointment of Mr. Akshit Garg (DIN: 08576807) as an Additional Director (Promoter and Non Executive) of the Company w.e.f. 04^th August, 2022 to hold office up to the date of the Annual General Meeting of the Company and subject to the approval of the Members at the ensuing Annual General Meeting.

2. Appointment of Mr. Sourabh Kumar Shrivas (DIN: 09692160) as an Additional Director (Independent and Non Executive) of the Company w.e.f. 04^th August, 2022 to hold office up to the date of the Annual General Meeting of the Company to be held thereafter and subject to the approval of the Members at the ensuing Annual General Meeting, to hold office as an Independent Director for a term of 5 (five) consecutive years commencing from 04^th August, 2022 to 03^rd August, 2027 (both days inclusive).

c) Board Independence

Our definition of ‘Independent Director? is derived from Regulation 16(1)(b) of Securities & Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. As on date of report 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)

As per provisions of the Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, not liable to retire by rotation.

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

Mrs. Kusum Mittal (DIN: 00035356) Non-Executive Non independent Woman Director is liable to retire by rotation at the ensuing 39^th Annual General Meeting and being eligible offers herself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No.2 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, following are the changes in the Key Managerial Personnel of the Company. (1) Members in their 38^th Annual General Meeting held on 28^th September, 2021 confirmed the re-appointment of Mr. Alok K Garg, (DIN: 00274321) as a Managing Director of the Company for a period of 5 years w.e.f. 01^st April, 2022 to 31^st March, 2027.

(2) Ms. Ayushi Silot resigned from the designation of Company Secretary and Compliance officer of the Company w.e.f. 07.10.2021 and Mr. Abhishek Jain was appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 08.10.2021.

*The last name of the Company Secretary & Compliance Officer, Mr. Abhishek Kumar has been updated with Mr. Abhishek Jain in consonance with records of PAN Card & The Institute of Company Secretaries of India.

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.

15. 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 2021-22 forms part of the Corporate Governance Report. Further, Annual General Meeting of the Company for Financial year 2020-21 was held on Tuesday 28^th September, 2021.

16. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given their declarations as required under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Reg., 2015 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 Obligations and Disclosure Requirements), 2015 (‘the Listing Regulations?) as amended from time to time.

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. Further Mr. Sourabh Kumar Shrivas (DIN: 09692160) is required to undertake online proficiency self assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of his name in the data bank.

17. MEETING OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted on 10^th November, 2021 in an informal manner without the presence of the Chairman, Managing Director, the NonExecutive Non-Independent Directors and the Chief Financial Officer of the Company.

18. 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 http://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 Act 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, 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 of Independent Directors

The details of program for familiarization of Independent Directors of the Company is available on Company?s website at https://medicaps.com/wp-content/uploads/2022/03/Familiarization-policy-2021-22.pdf

19. 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(5) of the Companies Act, 2013:

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 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 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.

20. 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.

21. 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 RPT policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The updated policy of RPT is available on the Company?s website https://medicaps.com/wp-content/uploads/2017/03/RPT-Policy-W.E.F-25.07.2018-Final- Updated.pdf .

All Related Party Transactions (RPT) that entered into during the Financial Year 2021-2022 were on Arm?s Length Basis and 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.

The company has done RPT in the ordinary course of business and which are on Arms? Length Basis and which are not material in nature and hence the requirement of attachment of the Form AOC-2 is not applicable on the company.

Further, as a practice of good corporate governance, all Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained from the Audit Committee for Related Party Transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm?s Length. All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and Listing Regulations.

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 2021-22.

22. STATUTORY AUDITORS

Members are aware that M/s. Rawka & Associates, Chartered Accountants, (F.R. No. 021606C), the Statutory Auditors of the company who were appointed at the 34^th Annual General Meeting (AGM) of the Company held on 28^th September, 2017 for a period of 5 years, retires at the ensuing 39^th Annual General Meeting. On the recommendation of Audit Committee, the Board has recommended to re-appoint M/s. Rawka & Associates, Chartered Accountants, Indore, as the statutory auditors of the company for a second term of 5 years from the conclusion of 39^th Annual General Meeting till the conclusion of the 44^th Annual General Meeting to be held in the calendar year 2027. M/s. Rawka & Associates, is peer reviewed unit and given eligibility certificate that they are in compliance with the conditions provided in Section 139(1) read with Section 141 of the Companies Act, 2013.

The Auditors Report and the Notes on financial statement for the year 2021-22 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 2021-22.

23. 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 re-appointed M/s. L.N. Joshi & Co., Practicing Company Secretaries, Indore to undertake the Secretarial Audit of the Company for the Financial Year 2021-2022.

The Report of the Secretarial Auditor for the year 2021-22 is annexed herewith as "ANNEXURE-B ".

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 the Regulation 31 of SEBI (SAST) Regulations, 2011, Intimation of creation of Pledge of 4584 equity shares by one of the Promoter Mrs. Kusum Mittal was not made within seven working days to stock exchange and company in time.	Mrs. Kusum Mittal promoter of the Company informed to the Stock Exchange and Company that disclosure has been delayed due to shares directly pledged on account of shortage of fund with stock broker. The Promoter came to know about pledge of shares through DP. However Mrs. Kusum Mittal has filed the disclosure with exchange and target company as on 08.04.2022.

24. INTERNAL AUDITOR

The Board of Directors in their meeting held on 25^th May, 2022 on the recommendation of Audit Committee approved the appointment of M/s. Praveen Shrivastava & Co., Chartered Accountant, as Internal Auditor of the Company for the financial year 2022- 23.

Further during the financial year 2021-22, 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 & 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.

25. 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 Company during the year 2021-22.

26. SECRETARIAL AUDIT OF MATERIAL UNLISTED SUBSIDIARY COMPANY

Medgel Private Limited, a material subsidiary of the Company undertakes Secretarial Audit every year under Section 204 of the Companies Act, 2013. The Secretarial Audit of Medgel Private Limited for the Financial Year 2021-22 was carried out pursuant to Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report of Medgel Private Limited issued by L.N. Joshi & Company, Practicing Company Secretaries, Indore and the report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report given by the Secretarial Auditor of the Company is annexed as ANNEXURE-C and forms an integral part of this Report.

27. ANNUAL SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8^th February, 2019 read with Regulation 24A of the SEBI (LODR) Regulation, 2015, listed entities to obtain Annual Secretarial Compliance Report from a Practicing Company Secretary for compliance of all applicable SEBI Regulations and circulars/guidelines issued there under. The Company has obtained the report from M/s L. N. Joshi and Company (CP No. 4216), Practicing Company Secretary for financial year ended 31^st March, 2022 and same has been filed with stock exchange in prescribed time.

28. REPORT ON CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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.

29. 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.

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 Listing Regulations and the same forms part of this Annual Report.

31. 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. N. 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 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	2021-22	2020-21
Foreign Exchange Earnings: (Amount in lacs )	Nil	Nil
Foreign Exchange Outgo: (Amount in lacs )	Nil	Nil

32. 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 Board?s report.

33. 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-D" 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.

Details of top 10 employees in terms of the remuneration and employees in receipt of remuneration as prescribed under the rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 as amended, containing details prescribed under rule 5(3) of the said rules will be made available to any member on request, as per provision of Section 136(1) of the Act.

Pursuant to Section 197(14) of the Companies Act, 2013, Mr. Alok K Garg Managing Director of the Company has drawn remuneration of Rs. 74.69 Lacs from wholly owned subsidiary company in capacity of Managing Director of Medgel Private Limited and Mr. Akshit Garg, Non executive Non Independent Director of the Company has drawn remuneration of Rs. 37.97 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.

34. 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 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 2021-22. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

35. LISTING WITH STOCK EXCHANGE

The Company?s shares are listed on BSE Limited. The Company has paid Annual Listing Fee for Financial Year 2022-23.

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 numerous 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 STANDARD

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 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. However in respect of the application filed by the workers in the Labour Court, The Hon?ble Court vide its order dated 07^th March, 2020, passed the order in the favour of the company against which the Employees filed an appeal in the Industrial Court, Indore, Madhya Pradesh. The application of the Employees being erroneous and lack of evidence the Hon?ble Industrial Court vide its order dated 8^th June, 2021 dismissed the application of the employees and passed an order in favour of the Company.

It is further informed to the members of the Company that the matter is still pending with the labor Court due to lack of applicant?s evidence.

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 2022, none of the Directors of the company hold instruments convertible into equity shares of the Company.

> During the financial year 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 Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending 31^st March 2022.

> 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. ACKNOWLEDGEMENTS

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
Date: 04th August, 2022	Ramesh Chandra Mittal	Alok K Garg
Place: Indore	Chairman	Managing Director
	DIN: 00035272	DIN: 00274321