Medi Caps Ltd Directors Report.

To,

The Members,

Medi-Caps Limited

Your Directors presenting their 38th Annual Report of Medi-Caps Limited together with the Standalone and Consolidated Audited Financial Statements for the year ended 31st March, 2021.

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 3 f, March 2021, 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 2020-21 as compared to that of previous year:

(Amount in Lakhs Except EPS)

Particulars

Standalone

Consolidated

31.03.2021 31.03.2020 31.03.2021 31.03.2020
Total Revenue 0.00 1202.59 5930.26 4592.23
Total Expenditure before Interest and Depreciation 0.00 1998.02 4654.17 4991.88
Profit/Loss before Interest, Depreciation & Tax (EBIDTA) 0.00 -795.43 1276.09 -399.65
Less: Interest 0.00 0.86 0.00 1.68
Less: Depreciation 0.00 35.54 152.11 183.01
Profit/Loss before Tax 0.00 -831.83 1123.98 -584.35
Less:(a) Current Tax 0.00 0.00 0.00 0.00
(b) Deferred Tax -0.51 0.84 -0.51 0.84
Profit/ Loss for the period from continue operation 0.51 -832.67 1124 JO -585.19
Profit/Loss from discontinue operation -11.59 0 -11.59 0
Profit/Loss for the period -113)8 -832.67 1112.90 -585.19
Other Comprehensive Income 123.47 66.41 262.88 120.30
Total Comprehensive Income/Loss 112.39 -766.26 1375.79 -464.89
Add: Surplus brought forward from previous year 4395.50 5161.75 4242.94 4707.83
Total Surplus available for appropriation 4507.89 4395.50 5618.72 4242.94
Surplus carried to the Balance Sheet 4507.89 4395.50 5618.72 4242.94
Paid up Equity Share Capital 1246.99 1246.99 1246.99 1246.99
EPS (Equity Shares of Rs. 10/- each) (in Rs.)Basic & Diluted (for continue & discontinue operation) 0.90 -6.14 11.03 -3.73

STATE OF COMPANYS AFFAIRS & REVIEW OF OPERATIONS

Your Board of directors inform the members that, on 21st November, 2019 the company has permanently discontinued production/manufacturing activities in the plant situated at Mhow - Neemuch Road, Sector 1, Pithampur-454775, Dist. Dhar due to various factors which includes continuous decrease in demand/sale of product, increase in operating expenses, competition etc. Further, company had entered into Real Estate Business and in continuation of this the Company has executed an agreement with the Tirupati Reality & Developers on 12th October, 2020 for Project named Medicaps Business Park. The company shall build a commercial complex in the name and style of Medicaps Business Park on the surplus land available admeasuring about 87,479 Sq. Ft and the construction of about 1,13,569 Sq. Ft. However due to pandemic some of the necessary approvals are pending from various Govt, departments due to which the real estate project is delayed.

Due to discontinue of manufacturing activities of pharmaceuticals business and non availability of any income from Real estate project, during the year under review there was no turnover in the company as against turnover of Rs. 1202.59 Lakhs in the previous year. Further during the financial year,the company earned net profit (after Comprehensive Income) of Rs. 112.39 lakhs as against previous year in which Company has incurred net loss amounting to Rs. 766.26 Lakhs.

On a consolidated basis, total revenue of the Company increased to Rs. 5930.26 lakhs as against Rs. 4592.23 lakhs in the previous year, recording an increase of 29.14%. Further on consolidated basis company earned net profit (after Comprehensive Income) of Rs. 1375.79 lakhs as against previous financial year in which Company incurred net loss amounting to Rs. 464.89 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 have not recommended any dividend for the year 2020-21.

3. TRANSFER TO RESERVES

During the year under review, there was no amount 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 "March, 2021. 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(lXviii) 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 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company for Financial Year 2020-21 is available on the Company* website at:

http://medicaps.com/wp-content/uploads/2021/08/Form MGT-7 Updated-Medicaps-Final.pdf

6. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of Companies Act, 2013 and 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 financial statement Further your company has not given any loan or advances to any other Body Corporate. However, the investments made and guarantee given arc disclosed as under:

(Amount in Lakhs)
Name of the company Nature of Transactions Investment made/ C lummtcc/Loans Provided Opening Balance as on 31/03/2020 Transactions made during the year Closing Balance as on 31/03/2021
Meiigel Private Limited Wholly Owned Investment Made 428235 - 4282.35
Subsidiary Guarantee Security provided 200.00 * 200.00
Natural Capsules t td. Non- Current Investment Mode* 0.03 0.08 0.11
Mutual Fuads & SIP Current and NonCurrent Investment Made* 795.59 233.4 1028.99

*The investments this year are reported as per relevant bid-As 113.

The above stated investment and guarantees arc 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 thereunder. 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 Companys process ensures complete anonymity and confidentiality of information. Adequate workshops and awareness programmes against sexual harassment are conducted across the organization.

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 Board is entrusted with the task or 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 of Directors has devised systems, policies and procedures/ffameworks, 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 arc 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 undet review. There have been no significant changes in foe Companys internal financial controls during the year that have materially affected on 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 foe controls ami procedures.

11. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a robust vigil mechanism through its Whistle Rlower Policy approved and adopted by Board of Directors of foe Company in compliance with foe provisions of Section 177(9) & (10) of foe 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/Whisde Blower Policy of the Company can he accessed on the Companys website at the http://medicans.com/wp-content/uploads/2021/07/whistle-falower-aolicv.pdf

During foe 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 2020-2021. There are no companies which became/ceased to be subsidiaries during the year of your Company. There has been no material change in the nature of foe business of the subsidiary company.

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 foe listing Regulations as amended from time to time. 2he Policy has been uploaded on the Companys web site at http://medicaps.eom/wp-content/uploads/2Ci21/08/POL1CY-FOR-

DETERMINlNG-MATERIAl-SUBS1PlARY.pdf

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 2020-21 was carried ou t pursuant to Section 204 of foe Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Secretarial Audit Report of Medgel Private Limited submitted by LN. Joshi & Company, Practicing Company Secretaries and the report does not contain any qualification, reservation or adverse remark or disclaimer.

13. CONSOLIDATED FINANCIAL STATEMENTS

Since your company is having One wholly owned subsidiary and as per the requirement of Ind(AS) and Section 129(3) of the Companies Act, 2013 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, http://medicaps.com/wp-content/uploads/2021/08/Medgel-Balance-Sheet-2021.pdf . The Consolidated Financial Statement of the Company is annexed as containing part of the Annual report.

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.

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. BOARD OF DIRECTORS, KMPs & THEIR BOARD MEETINGS.

a) Constitution of the Board

The Board of directors are comprising of total 6 (Six) Directors which includes 3 (Three) Independent and 1 (One) Non Executive Woman Director. The Chairman of the Board is Promoter/Non-Executive 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) Board Independence

Our definition of Independent Director is derived from Regulation 16(l)(b) of Securities & Exchange Board of India (Listing Obligation & Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. The Company is having following 3 (Three) Independent Directors;

1. Mr. Ashok Omprakash Agrawal (DIN: 07870578)

2. Mr. Pramod Fatehpuria (DIN: 00972389)

3. Mr. Dharmendra Solanki (DIN: 09055239)

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.

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

Mr. Ashok Omprakash Agrawal (DIN: 07870578) is seeking re-appointment at ensuing 38* Annual General Meeting for a second term of 5 years.

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

Mr. Alok K. Garg (DIN:00274321) Managing Director is liable to retire by rotation at the ensuing 38th Annual General Meeting and being eligible offers himself for re-appointment. Your directors recommend to pass necessary resolution as proposed in the Item No.2 of the Notice of the Annual General Meeting.

e) Change in Director

During the year under review, Dr. Shamsher Singh (DIN: 00204290) ceased from the post of Directorship of the Company w.e.f. 20th November, 2020 due to his sudden demise. Further, pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on 05th February, 2021 approved appointment of Mr. Dharmendra Solanki (DIN: 09055239), as an Additional Director (Independent and Non-Executive) on the Board of Directors of the Company, with effect from 05th February, 2021 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 05th February, 2021 to 04th February, 2026 (both days inclusive). The Company has received the requisite Notice from a Member in writing proposing his appointment as an Independent Director of the Company.

f) Key Managerial Personnel

Mr. Alok K. Garg (DIN: 00274321), Managing Director; Mr. Hemaut Sethi, Chief Financial Officer and Ms. Ayushi Silot, Company Secretary and Compliance Officer; have been categorized as the Key Managerial Personnel within the meaning of section 203 of the Companies Act, 2013.

g) Change in the Key Managerial Personnel

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

h) 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.

i) Number of meetings of the Board

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

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

The detail of Board Meetings, Committee Meetings held and number of meeting attended by each Director and members according to Secretarial Standards are given in Corporate Governance Report annexed with this Annual Report.

15. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given their declarations as required under section 149(7) of the Companies Act, 2013 that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of SEBI (Listing Obligations and Disclosure Requirements), 2015 (the Listing Regulations) .

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, Manesar (HCA). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

16. MEEHNG OF INDEPENDENT DIRECTORS

The Independent Directors met once during the year under review. The Meeting was conducted on 06th November, 2020 in an informal manner without the presence of the Managing Director, the NonExecutive Non-Independent Directors and the Chief Financial Officer of the Company.

17. COMPANYS 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, 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 (LODR) Regulations, 2015. Policy of the Company has been given at the website of the Company at http://medicaps.com/wp-conten1/upload5/2016/06/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 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 Nonexecutive 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:

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.

Statement with regard to integrity, expertise and experience of the independent director appointed during the year.

During the year under review, the Board has appointed Mr. Dharmendra Solanki (DIN: 09055239) as an Independent Director of the Company w.e.f 05th February, 2021. In the opinion of the Board, all our 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 http://medicaps.com/wp-content/uploads/202l/Q6/Familarization-Proprame-of-IDs-2Q20-21 .pdf

18. 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 profMoss 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 he 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.

19. 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

20. RELATED PARTY TRANSACTIONS

All Related Party Transactions (KPT) that entered into during the Financial Year 2020-2021 were on Arms 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.

All RPT were approved by the Audit Committee and the Board. The RPT entered into by the company are audited. The Company has developed RPT policy, Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy of RPT as approved by the Board is available on the Companys website http://medicaps.eom/wp-content/uploads/2017/03/RPT-Policv-W.E.F-25.07.2018- Final-Updated.pdf

The company has done RPT in the ordinary course of business and which are on Anns Length Basis and which are not materials 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 Arms Length. Ail 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.

21. AUDITORS, THEIR REPORT AND COMMENTS BY THE MANAGEMENT:

A. Statutory Auditors

The Auditors, Mis. Rawka & Associates, Chartered Accountants, (F.R.No. 021606C) who were appointed for a term of five years at the 34th Annual General Meeting of the Company held on 28* September, 2017 shall hold the office till the conclusion of 39thAnnual General Meeting of the Company to be held in the financial year 2022-23.

Pursuant to the Notification issued by the Ministry of Corporate Affairs on 7th May, 2018, amending Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment of Auditors by the Members at every AGM has been omitted and hence your Company has not proposed ratification of appointment of M/s. Rawka & Associates, Chartered Accountants at the forthcoming AGM.

The Auditors Report and the Notes on financial statement for the year 2020-21 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 2020-21.

B. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had re-appointed M/s. L.N. Joshi & Co., Practicing Company Secretaries, Indore to undertake the Secretarial Audit of the Company on 25th August, 2020 for the Financial year 2020-2021.

The Report of the Secretarial Auditor for the year 2020-21 is annexed herewith as "AnnexureB

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 die 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 removedfrom MCA Portal
Para 4 of Schedule B of SEBI (PIT) Regulations, 2015 related to trading of shares by designated person when Trading Window was Closed and further as per Regulation 5 of SEBI (PIT) Regulation, 2015 the designated person who intends to acquire/dispose shares of the company are required to submit Trading Plan to die Compliance Officer of the Company. The Audit Committee is empowered to take action against the designated person for violation SEBI (PIT) Regulations, 2015. An opportunity of being heard was provided to her. The Audit Committee in the meeting held on 05.02.2021 decided to impose penalty and has been directed to Mrs. Nirmala Anantram Mittal to transfer the imposed fineto SEBI-IPEFAccount along with traded amount.Further company has also submitted the report to authority for such violation.
Further Warning letter has also been issued to the Promoter, Mrs. Nirmala Anantram Mittal that she would not engage in any kind of dealings in the Equity Shares of the Company in violation of the Companys Code of Conduct and SEBI (Prohibition of Insider Trading) Regulations, 2015. She has been further advised that in case of any subsequent violation stricter action)s) would be taken by the Company.

C. Internal Auditor

The Company has appointed M/s. Praveen Shrivastava & Co., Chartered Accountant, as Internal Auditor of the Company and takes 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 Companys internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

D. 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 under this act was not applicable to Company during the year 2020-21.

22.SECRETARIAL COMPLIANCE REPORT

Pursuant to SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 read with Regulation 24(A) 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 certificate from M/s L. N. Joshi and Company (CP No. 4216), Practicing Company Secretary for providing required Compliance Report for financial year ended 31st March, 2021 and same has been filed with BSE in prescribed time.

23. 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.

24. 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,

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

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

S.No. Particulars Details
(A) Conservation of Energy
(i) The steps taken or impact on conservation of energy Not applicable as there was no business operation
(ii) The steps taken by the company for utilizing Alternate sources of energy Not applicable as there was no business operation
(hi) The capital investment on energy conservation equipments Nil
(B) Technology Absorption
(i) The efforts made towards technology absorption Not Applicable
0i) The benefits derived like product improvement, cost reduction, product development or import substitution Not Applicable
Cm) 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 2020-21 2019-20
Foreign Exchange Earnings: (Amount in lacs) Nil 29.98 Lacs
Foreign Exchange Outgo: (Amount in lacs) Nil 110.23 Lacs

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

The impact of the Second Wave of the Pandemic had been largely disruptive. The economic and social disruption caused by the pandemic is devastating. The Second Wave of the Pandemic developed drastically, forcing state governments to impose lock down again. Since your Company had closed its manufacturing unit and entered into Real Estate Sector and due to pandemic outbreak some of the necessary approvals are pending horn various Govt, departments due to which the real estate project is delayed.

Apart from this there are no material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Boards report.

27. RATTO 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 C 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 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, which form part of the Boards Report, 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. 61.03 Lacs from wholly owned subsidiary company in capacity of Managing Director of Medgel Private Limited. Apart from this no Director of the Company received any remuneration or commission from the wholly owned subsidiary company.

28. 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 ( http://medicaps.com/wp- content/uDloads/2Q21/Q8/Gode-of-Conduct-for-Board-Senior-Manaaement-Personnel.pdf ) All Directors and Senior Management personnel have affirmed compliance with the Code for 2020-21. Declaration on adherence to the code of conduct is forming part of the Corporate Governance Report.

29. LISTING WITH STOCK EXCHANGE

The Comp any s shares are listed on BSB Limited. The Company has paid Annual Listing Fee for Financial Year 2021-22.

30. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

31. INSURANCE

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

32. 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.

33. COMPLIANCE OF SECRETARIAL STANDARD

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

34. 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. However in respect of the application riled by the workers in the Labour Court, The Horible Court vide its order dated 07111 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 Horible Industrial Court vide its order dated 8th June, 2021 dismissed the application of the employees and passed an order in favour of the Company.

35. 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 31st March 2021, 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 as after discontinue of pharma business operation company has entered into real estate business.

> 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 March 31, 2021.

> 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.

36. ACKNOWLEDGEMENTS

Your Directors regret the loss of life due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic. Your Directors also wish to place on record their sincere appreciation and acknowledge the dedication made by the employees of the Company at all levels for their unstinted commitment and continued contribution to the Company. The Board, above all, wishes to thank the valued shareholders for their untrammeled patronage.

FOR AND ON BEHALF OF THE BOARD
MEDI-CAPS LIMITED
Place: INDORE RAMESH CHANDRA MITTAL
Date: 12th AUGUST, 2021 CHAIRMAN
DIN: 00035272