Medicamen Biotec Director Discussions


Dear Shareholders,

Your directors take pleasure in presenting the Thirtieth (30th) Boards Report on the business and operations of your Company

(the "Company" or "MBL"), along with the audited financialstatements for the FY ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required in the report.

1. FINANCIAL HIGHLIGHTS

Amount in Rs. Lakhs

Particulars

Standalone Consolidated
2022-23 2021-22 2022-23 2021-22
Revenue from operations 13,788.40 11,544.53 14,086.74 11,544.53
Other Income 246.22 172.01 246.22 172.02

Total Income

14,034.62 11,716.54 14,332.96 11,716.55
Profit Before Finance Cost, Depreciation and Tax 2,660.90 2,527.56 2,633.43 2,526.68
Finance Cost 292.27 140.06 292.27 140.06
Depreciation 635.35 577.14 636.66 577.14
Profit before exceptional items and tax 1,733.28 1,810.36 1,704.50 1,809.48
Exceptional Items - - - -
Profit Before Tax 1,733.28 1,810.36 1,704.50 1,809.48

Provision for Tax

369.96 397.70 369.96 397.69
Deferred Tax (136.88) (77.98) (138.31) (77.98)

Profit for the year

1,500.20 1,490.64 1,472.85 1,489.77

2. PER FORMANCE REVIEW

On a consolidated basis, the revenue for 2022-23 Rs. 14,086.74 Lakhs, higher by 22.02% over the previous years revenue of Rs. 11,544.53 Lakhs. The profitafter tax (PAT) attributable to shareholders for 2022-23 and 2021-22 was Rs. 1472.85 Lakhs and Rs. 1489.77 Lakhs respectively. The PAT attributable to shareholders for 2022-23 was experiencing a regression of (1.13)% over the PAT of 2021-22. On standalone basis, the revenue for 2022-23 Rs. 13,788.40 Lakhs, higher by 19.43% over the previous years revenue of Rs. 11,544.53 Lakhs. The profitafter tax (PAT) attributable to shareholders for 2022-23 and 2021-22 was Rs. 1500.20 Lakhs and Rs. 1490.64 Lakhs respectively. The PAT attributable to shareholders for 2022-23 was registering a growth of 0.64% over the PAT of 2021-22.

3. CH ANGE IN THE NATURE OF THE BUSINESS, IF

The re is no change in the nature of the business of

Company during the year under review.

4. M ATERIAL CHANGES AFFECTING THE COMPANY

The re have been no material changes commitments affecting the financial position of the Company between the end of the financial year and date of this report. There have been no changes in the was nature of business of the Company.

5. DIVIDEND

The Directors are pleased to recommend a of Rs. 1 per share (i.e. 10%) on the Equity Shares of the Company of Rs. 10 each for the year ended March 31, 2023 (previous year Rs. 1 per share i.e. 10%). If the dividend, as recommended above, is declared at the ensuing Annual General Meeting (‘AGM), the total was outflow towards dividend on Equity Shares for the year would be Rs. 126.51 Lakhs (previous year Rs. 122.16 Lakhs).

6. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations), the Board of Directors of the Company have adopted a Dividend Distribution the Policy which aims to maintain a balance between profit retention and a fair, sustainable and consistent distribution of profits among its Members. The said Policy is available on the website of the Company under and the ‘Investors section at https://medicamen.com/ wp-content/uploads/2021/12/Dividend-Distribution-Policy.pdf

7. EARNINGS PER SHARE (EPS):

The Basic EPS of the Company stood at Rs. 12.04 at standalone level and basic EPS at consolidated level stood at Rs. 11.92 for the FY ended March 31, 2023.

8. TRANSFER TO RESERVES

The Board of Directors have decided to retain the entire amount of profits for 2022-23 in the profit and loss account.

9. PUBLIC DEPOSIT

Your company has not accepted any deposit falling within the meaning of Section 73 or 74 of the Act during the year 2022-23 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

10. SHARE CAPITAL

10.1.The particulars of Share Capital of the Company are as follows:

Particulars

Amount (in Rs.)
Authorized Share Capital 15,00,00,000
(1,50,00,000 Equity Shares of Rs. 10 each)
Issued, Subscribed and Paid-up 12,65,11,000
Share Capital
(1,26,51,100 Equity Shares of Rs. 10 each)

The Paid-up Equity Share Capital as on March 31, 2023 was Rs. 1265.11 Lakhs

10.2. Shares allotted during the 2022-23:

During the financial year, the Company underwent a change in its capital structure by issuing

4,34,500 Equity Shares and 63,500 Convertible Warrants. The proceeds of the preferential issue shall be utilized to meet funding requirement for creating its own marketing network in ten

Francophone countries i.e., Ivory Coast, Ghana, Senegal, Cameroon, Burkina Faso, Benin, Togo,

Niger, Mauritania and Mali by using distributing network of Euro Pharma, Paris and to augment the enhanced working capital requirement of the Company due to increase in scale of operations.

With this new capital infusion, the Company is well-positioned to take advantage of new growth opportunities and enhance shareholder value in the future.

11. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

At the end of the year under review, the Company had the following 2 (Two) subsidiaries namely Opal Pharmaceuticals Pty Ltd. and Medicamen Life Sciences Private Limited. There are no associate and joint venture companies within the meaning of section

2(6) of the Companies Act, 2013.

Medicamen Life Sciences Private Limited

Medicamen Life Sciences Private Limited (‘MLS) was incorporated on August 12, 2022 and reported a turnover of Rs. 2.98 Crores for 2022-23.

The Company was incorporated for marketing of Pharmaceuticals products in domestic market.

OPAL Pharmaceuticals Pty Ltd.

In September 2019, the Company acquired OPAL

Pharmaceuticals Pty Ltd, a wholly owned subsidiary and said acquisition provided access to the Company to enter and penetrate into Australian markets and creates its presence worldwide.

A statement in Form AOC-1 as required under Section 129 (3) of the Companies Act, 2013 containing silent features of the financial statements of the subsidiary companies forming part of the this Annual Report in

Annexure-A

12. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the

Company and its subsidiary companies is prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS). The Audited Consolidated Financial Statements together with the Auditors Report thereon forms part of this Annual Report. The Annual Financial Statements of the subsidiary and related detailed information will be made available to Members seeking information till the date of the AGM.

They are also available on the website of the Company at https://www.medicamen.com//. The Consolidated Financial Statements reflect the operations of OPAL Pharmaceuticals Pty Ltd. and Medicamen Life Sciences Private Limited.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is duly constituted. None of the directors of the Company is disqualified under the provisions of the Act or under the SEBI Listing

Regulations. The Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board as a whole requires to be effective.

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

Retirement by Rotation:

In accordance with the provisions of Section 152 of the Act and in terms of Article 112(2) of the Articles of Association of the Company, Mr. Rahul Bishnoi and Mr. Ashwani Kumar Sharma Non-Executive Directors of the Company will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible offer himself for re-appointment.

The Board has recommended his re-appointment.

Director(s) Disclosure

Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company

Independent Directors Declaration

Mr. Harish Pande, Mr. Arun Kumar, Mrs Sumita Dwivedi, Mrs. Sangeeta Bishnoi and Dr Ravi Kumar

Bansal, Independent Directors of the Company, have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI

Listing Regulations, the Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Statement regarding opinion of the Board with regard to integrity, expertise and experience of the

Independent Directors:

With regard to integrity, expertise and experience of the Independent Directors for the Financial year 2022-23, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company. During the year under review, the Non-Executive

Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board.

Certificate from Company Secretary in practice:

The Certificate on Non - Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause 10 (i) of the SEBI Listing Regulations is published elsewhere in the Annual Report.

Key Managerial Personnel (‘KMP):

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the

Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

Mr. Rajesh Madan, Chief Executive Officer

Mr. Pratap Singh Rawat, Chief Financial Officer

Ms. Parul Choudhary, Company Secretary

14. BOARD OF DIRECTORS a. Composition of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors.

As on March 31, 2023, the Board comprised of Ten Directors including Five Independent Directors which includes Independent Woman Director and the Non-Executive Chairman.

The present strength of Board of Directors of the Company is as follows:

S. No

DIN

Name of the Directors

Category

Designation

1. 00317960 Mr. Rahul Bishnoi Non-Executive Chairperson
2. 08274190 Dr. Vimal Kumar Shrawat Non-Executive Non-Independent Director
3. 00325634 Mr. Ashwani Kumar Sharma Non-Executive Non-Independent Director
4. 00318015 Mr. Suresh Kumar Singh Non-Executive Non-Independent Director
5. 00121667 Mr. Sanjay Bansal Non-Executive Non-Independent Director
6. 01575625 Mr. Harish Pande Non-Executive Independent Director
7. 07031730 Mr. Arun Kumar Non-Executive Independent Director
8. 08218640 Ms. Sumita Dwivedi Non-Executive Independent Director
9. 08288998 Ms. Sangeeta Bishnoi Non-Executive Independent Director
10. 08462513 Dr. Ravi Kumar Bansal Non-Executive Independent Director

b. Meetings of the Board Qualifications:

The Board of Directors duly met 7 times the financial year from April 01, 2022 to March 31, 2023. The dates on which the meetings were held are May 25, 2022; August 01, 2022; August 10, 2022; September 12, 2022; November 11, 2022; January 31, 2023 and February 10, 2023

c. Pr ocedure for Nomination and Appointment Directors:

The NRC is responsible for competency requirements for the Board based on the industry and strategy of the Company.

The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC is also responsible for reviewing profile of potential candidates vis-a-vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board.

d. Criteria for determining Qualifications, Positive

Attributes and Independence of a Director:

The NRC has formulated the criteria determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing

Regulations.

Independence: In accordance with the above criteria, a Director will be considered as an ‘Independent Director if he / she meets the criteria for Independence as laid down in the Act and Rules framed thereunder, as amended and Regulation 16(1)(b) of the SEBI Listing Regulations.

A transparent Board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. It is also ensured that the Board has an appropriate blend of functional and industry expertise. While recommending the appointment of a Director, the NRC considers the manner in which the function and domain expertise of the individual will contribute to the overall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgement. Independent Directors are also expected to abide by the ‘Code for Independent Directors as outlined in Schedule the IV to the Act.

e. A nnual evaluation of board performance and performance of its committees and directors:

Pursuant to the applicable provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its for Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors. f. Remuneration Policy

The Company has adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and the SEBI Listing Regulations and the same is available on the Companys website at https://medicamen. com/wp-content/uploads/2019/02/Nomination-and-remuneration-policy.pdf.

15. COMMITTEES OF THE BOARD:

As required under the provisions of the Act and the

SEBI Listing Regulations, as on March 31, 2023, the

Board has the following committees:

Audit Committee

In terms of Section 177 of the Companies Act, 2013, the Board of Directors has constituted an

Audit Committee comprising of 3 Directors as below:

S. No

Name of the Director
1. Mr. Harish Pande
2. Mr. Arun Kumar
3. Ms. Sumita Dwivedi

All the recommendation made by of the Audit

Committee were accepted by the Board. During the year i.e. from April 01, 2022 to March 31, 2023, Audit committee met 4 times on May 25, 2022; August 10, 2022; November 11, 2022 and February 10, 2023.

Nomination & Remuneration Committee

In terms of Section 178 of the Companies Act, 2013, the Board of Directors had constituted

Nomination & Remuneration Committee comprising of 3 Directors as below:

S. No Name of the Director

1. Mr. Harish Pande
2. Mr. Arun Kumar
3. Ms. Sumita Dwivedi

During the year i.e. from April 01, 2022 to March 31, 2023, Audit committee met 4 times on May 25, 2022; August 10, 2022; November 11, 2022 and February 10, 2023.

Risk Management Committee

The Board of Directors has constituted Risk Management Committee comprising of 03 Directors as below:

S. No

Name of the Director
1. Mr. Harish Pande
2. Mr. Arun Kumar
3. Ms. Sumita Dwivedi

During the year i.e. from April 01, 2022 to March 31, 2023, Audit committee met 2 times on November 11, 2022 and February 10, 2023.

Stakeholders Relationship Committee:

The Board of Directors has constituted Stakeholders Relationship Committee comprising of 3 Directors as below:

S.

Name of the Director

No

1. Mr. Harish Pande
2. Mr. Arun Kumar
3. Ms. Sumita Dwivedi

During the year i.e. from April 01, 2022 to March 31, 2023, Stakeholders Relationship committee met 8 times on April 24, 2022, June 16, 2022, August 25, 2022, September 14, 2022, October 31, 2022, January 09, 2023, February 09, 2023 and February 22, 2023.

Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013 the Board of Directors had constituted Corporate Social Responsibility Committee comprising of 3

Directors and 1 member as below:

S. No

Name of the Director
1. Mr. Harish Pande
2. Mr. Suresh Kumar Singh
3. Mr. Sanjay Bansal
4. Mr. Rajesh Madan

During the year i.e. from April 01, 2022 to March 31, 2023, Audit committee met 4 times on May 25, 2022; August 10, 2022; November 11, 2022 and February 10, 2023.

16. INTERNAL FINANCIAL CONTROLS

The Company has a formal framework of Internal

Financial Control in alignment with the requirement of Companies Act, 2013 and has also laid down specific responsibilities on the Board, Audit Committee, Independent Directors and Statutory Auditors with regard to Internal Financial Control.

Accordingly, the Company has a well-placed, proper and adequate Internal Financial Control system, which ensures:

The orderly and efficient conduct of its business, Safeguarding of its assets,

The prevention and detection of frauds and errors,

The accuracy and completeness of the accounting records and

The timely preparation of reliable financial information.

The Board reviews the effectiveness of controls documented as part of Internal Financial Control framework, and take necessary corrective and preventive actions wherever weaknesses are identified as a result of such reviews. This review covers entity level controls, process level controls, fraud risk controls and Information Technology environment.

Based on this evaluation, no significant events had come to notice during the year that have materially affected, or are reasonably likely to materially affect, our Internal Financial Control. The management has also come to a conclusion that the Internal Financial Control and other financial reporting was effective during the year and is adequate considering the business operations of the Company.

17. AUDITORS

(1) Statutory Auditors

At the 29th (Twenty Ninth) AGM held on September 27, 2022, the members had approved the appointment of M/s Rai Qimat & Associates, Chartered Accountants, Gurugram, (Firm Registration No. 013152C) as the Statutory Auditors of the Company to hold office of five years from the conclusion of that AGM till the conclusion of the 34th (Thirty Forth) AGM to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company.

Pursuant to the amendments of Section 139 of the Companies Act, 2013 by the Companies Amendment Act, 2017 notified on May 07, 2018, the requirement of ratification of their appointment by the Members has been withdrawn.

(2) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s AMJ & Associates, a firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for 2022-23.

(3) Cost Auditor

The Company is required under Section 148(1) of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014 and the Companies

(Cost Records and Audit) Amendments Rules, 2014, the Company is required to maintain the cost records in respect of its business and accordingly such accounts and records are made and maintained.

In terms of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s SPB & Co., Cost Auditors (Firm Registration No. 102586), being eligible, to conduct Cost Audits relating to Drugs and Pharmaceuticals of the Company for the year ending March 31, 2024. The Company has received their written consent and confirmation that the appointment will be in accordance with the applicable provisions of the Act and rules framed thereunder.

The remuneration payable to Cost Auditors has been approved by the Board of Directors on the recommendation of the Audit Committee and in terms of the Act and Rules therein. The Members are therefore requested to ratify the remuneration payable to M/s SPB & Co., Cost Auditors as set out in the Notice of the 30th AGM of the Company. M/s SPB & Co., Cost Auditors, have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Act and that their appointment meets the requirements of Section 141(3)(g) of the Act. They have further confirmed their independent status and an arms length relationship with the Company.

The remuneration payable to the Cost Auditors is required to be placed before the Members in a

General Meeting for their ratification. Accordingly, a resolution for seeking Members ratification for the remuneration payable to M/s SPB & Co is included in the Notice of the 30th AGM forming part of this Annual Report.

(4) Internal Auditor

Pursuant to provision of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.The Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s Cheena &

Associates, Cost Accountants (Firm Registration Number: 00397) as the Internal Auditors of your Company.

18. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT: (1) Auditors Report:

The Auditors Report for Financial Year 2023 of M/s Rai Qimat & Associates on the Financial Statements of the Company for 2022-23 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.

(2) Secretarial Auditors Report:

The Company has undertaken an audit for the

Financial Year 2023 as required under the Act and the SEBI Listing Regulations. The Secretarial Auditors Report for 2022-23 does not contain any qualification, reservation or adverse remark. The

Secretarial Audit Report of M/s AMJ & Associates, Practicing Company Secretaries (CP No. 5629) for the financial year ended March 31, 2023 is enclosed to this report. Kindly refer to Annexure B.

(3) Instances of fraud reported by the Auditors:

During the 2022-23, the Statutory Auditors and the Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Act to the Central Government or the Audit Committee under Section 143(12) of the Companies Act.

(4) Annual Secretarial Compliance Report:

The Annual Secretarial Compliance Report for the Financial Year 2023 for all applicable compliance as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder has been duly obtained by the Company.

The Annual Secretarial Compliance Report issued by M/s AMJ & Associates, Practicing Company Secretary (CP No.5629) was already submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

19. VIG IL MECHANISM AND WHISTLEBLOWER

The Company has put in place a Whistle Blower Policy and has established the necessary Vigil Mechanism in accordance with the provision of Section 177 (9) & (10) of the Companies Act, 2013 and as prescribed under Regulation 22 of the SEBI Listing Regulations for employees and others to report concerns about unethical behaviour. It also provides for adequate safeguards against the victimization of employees who avail of mechanism. No person has been denied access to the Chairman of the audit committee. Details of the Vigil Mechanism and Whistle Blower Policy are made available on the Companys website at https:// medicamen.com/wp-content/uploads/2019/02/ Whistle-Blower-Policy.pdf.

20. CRE DIT RATINGS

There were no changes in the credit ratings of the

Company during the year under review. As on March 31, 2023, the Company had a short-term credit rating of CRISIL A3 and a long-term rating of CRISIL BBB- / Stable by CRISIL Limited for bank loan facilities aggregating to Rs. 42 Crores.

21. P ARTICULARS OF LOANS, GUARANTEES

INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

22. REL ATED PARTY TRANSACTIONS

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. The Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The Policy can be accessed on the Companys website at https:// medicamen.com/wp-content/uploads/2019/02/ Related-Party-Transaction-Policy.pdf.

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arms length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. During the year under review there were no material related party contracts entered into by the Company requiring shareholders approval.

The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure C" in Form No. AOC-2 and the same forms part of this report.

Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Annual Report 2022-23 In terms of Regulation 23 of the SEBI Listing

Regulations, the Company submits details of RPTs on a consolidated basis, as per the format specified in the relevant accounting standards to the stock exchanges on a half-yearly basis.

23. RIS K MANAGEMENT

The Board of Directors has formed an internal risk management committee to identify, evaluate, mitigate and monitor the risk management in the Company. The committee comprises cross-functional membership from the senior management of the Company. The primary objectives of the Committee are to assist the Board in the following:

To provide an oversight for all categories of risk and promulgate risk culture in the organization.

T o adopt leading risk management practices in the industry and manage risk proactively at organizational level.

Hel p to develop a culture of the enterprise that levels of people understand risks.

Pr ovide input to management of risk appetite tolerance and monitor the organizations risk on an ongoing basis.

Monitor risks and risk management capabilities and mitigation plans.

24. DIREC TORS RESPONSIBILITY STATEMENT

In terms of Sections 134(3)(c) and 134(5) of the Act, the Directors, to the best of their knowledge and ability, confirm that for the year ended March 31, 2023:

(i) in th e preparation of the annual accounts, applicable accounting standards have been followed and that there are no material departures;

(ii) the y have selected such accounting policies 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 of the Company for that period; (iii) the y have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the y have prepared the annual accounts going concern basis; (v) the y have laid down internal financial to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(vi) the y have devised proper systems to compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. GO VERNANCE, COMPLIANCE AND ETHICS

The Governance, Corporate Secretarial and Legal functions of the Company ensure maintenance of good governance within the organisation. They assist the business in functioning smoothly by ensuring compliance and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

The Company has also adopted the governance guidelines on Board effectiveness to fulfil its responsibility towards its stakeholders. With a view to uphold human rights as an integral aspect of doing business, being committed to respect and protect human rights and remediate adverse human rights impact resulting from or caused by the Companys businesses, the Board adopted ‘Business Responsibility

Policy during the year under review.

In compliance with the SEBI Listing Regulations, the Corporate Governance Report and the Auditors

Certificate form part of this Annual Report.

26. M ANAGEMENT DISCUSSION & ANALYSIS

Various business aspects including market conditions, business opportunities, challenges etc. have been the discussed at length in the Managements Discussion and Analysis (MD&A), which forms part of this Annual Report. and

27. ANN UAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on March 31, 2023 is available on the Companys website at https://www. medicamen.com/MGT2023.htm. the

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In pursuance of Regulation 34 of the SEBI Listing

Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an Environmental, Social and a Governance perspective is enclosed to this report.

Kindly refer to Annexure D. The web-link for the same has been disclosed separately at the end of this report.

29. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace. 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 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company did not receive any sexual harassment complaints.

30. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

31. PERFORMANCE EVALUATION

The evaluation of all the Directors, Committees, Chairperson of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various parameters including: i. Degree of fulfilment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.) ii. Structure, composition and role clarity of the Board and Committees; iii. Extent of co-ordination and cohesiveness between the Board and its Committees; iv. Effectiveness of the deliberations and process management; v. Board/Committee culture and dynamics; and vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairperson of the Company were evaluated taking into account the views of Executive Directors and other Non-Executive Directors.

The NRC reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

32. UNCLAIMED DIVIDEND

(a) Transfer to Investor Education and Protection Fund

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund)

Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of 7 years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF") Further, all the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unpaid dividend account shall also be transferred to IEPF Authority. The said requirement does not apply to shares in respect of which there is a specific order of Court, Tribunal or Statutory Authority, restraining any transfer of the shares.

The details of unclaimed dividends and shares transferred to IEPF are as follows:

Financial Year

Amount of Unclaimed Dividend Transferred (Rs.) Number of Shares transferred
2009-10 2,87,303.25 1,34,393

Members/ claimants whose shares, unclaimed dividend, sale proceeds of fractional shares etc. have been transferred to the IEPF Demat Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF- 5 (available on iepf.gov.in) along with requisite fee as decided by the IEPF Authority from time to time. The Member/ Claimant can file only one consolidated claim in a financial year as per the IEPF Rules.

The following tables give information relating to various outstanding dividends and the dates by which they can be claimed by the shareholders from the Companys Registrar and Transfer Agent:

Financial Year

Date of Declaration Last date for claiming Unpaid Dividend
2017-18 August 02, 2017 September 01, 2024
2018-19 September 25, 2019 October 25, 2026
2019-20 September 25, 2020 October 25, 2027
2020-21 September 25, 2021 October 25, 2028
2021-22 September 27, 2022 October 25, 2029

33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached as "Annexure E" which forms part of this

Report.

35. P ARTICULARS OF EMPLOYEES AND REMUNERATION

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies

(Appointment and Remuneration of Managerial

Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are provided in the "Annexure F" to this Report.

36. CORPORATE SOCIAL RESPONSIBILITY

Your Company believes in being socially accountable to all its stakeholders and enhancing its positive impact on Society. Details of CSR activities undertaken during the year are annexed to this report as Annexure - G in the format as prescribed in the Companies (Corporate

Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at: https:// medicamen.com/wp-content/uploads/2019/02/CSR-POLICY.pdf.

37. HUM AN RESOURCE DEVELOPMENT

Attracting, enabling and retaining talent has been the cornerstone of the Human Resource function and the results underscore the important role that human capital plays in critical strategic activities such as growth.

The Company had total 388 employees as on March 31, 2023.

38. EXP ORT HOUSE STATUS

Your Company enjoys the status of "One Star Export House"

40. POLICIES AS PER SEBI (LISTING OBLIGATIONS AND

DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Pursuant to requirements of provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015 the Company has adopted the following policies currently which are available on the portal of the Company (www. medicamen.com).

Policy for Preservation of Documents.

Whistle Blower Policy.

P olicy on Performance Evaluation.

P olicy on Risk Management.

P olicy on Remuneration of Directors and Key Managerial personal.

P olicy on Archival of Documents.

P olicy on Material Related Party Transactions.

T erms and condition of appointment of

Independent Directors

P olicy on Sexual harassment of Women at Workplace.

Cod e of Insider Trading.

41 GREEN INITIATIVE

Your Directors would like to draw your attention to section 20 of the Companies act, 2013 read with the

Companies (Management and administration) Rules,

2014 as may be amended from time to time which permit the paperless compliances and also service of notice/documents (including annual report) through electronic mode to its shareholders.

Your Directors hereby once again appeal to all those members who have not registered their e mail address so far are requested to register their email address in respect of electronic holding with their concerned

Depository participants and /or with the Company.

43. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website www.medicamen.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

45. ACKNOWLEDGEMENT

The Directors appreciate and value the contribution, dedication, hard work, and commitment made by all the employees and acknowledge the support extended by them during these challenging times.

The Directors would also like to place on record their appreciation for the continued co-operation and support received by the Company during the year from bankers, financial institutions, government authorities, farming community, business partners, shareholders, customers and other stakeholders. The Directors look forward to continuance of the supportive relations and assistance in the future.