Medicamen Biotech Ltd Directors Report.

Dear Shareholders,

Your Directors have pleasure in presenting their Twenty Sixth Annual Report of the Company together with the Audited Financial Statement for the financial year ended March 31, 2019.

1. FINANCIAL HIGHLIGHTS

(Rs. in Lakhs)
Particulars 2018-19 2017-18
Turnover 12260.44 11160.97
Other Income 365.87 188.78
Expenditure 10558.87 9513.15
Profit before Interest, Depreciation & Preliminary Expenditure written off 2067.44 1836.60
Interest 93.78 240.81
Depreciation 221.40 205.79
Profit/(Loss) before Tax 1752.26 1390.00
Less : Provision for Current Tax 549.62 401.78
Provision for Deferred Tax 0.07 (23.05)
Profit/(Loss) after Tax 1202.57 1011.27

2. PERFORMANCE REVIEW:

The Company has continued to grow despite a challenging environment. Gross turnover of your Company has increased by 9.85% during the year 2018-19. The Company was able to achieve increase in profit of 18.92% during the year as per compared last year profit.

3. DIVIDEND:

Your Directors are pleased to recommend a Dividend of 1 per Equity Share for the year under review. The Dividend for the year ended March 31, 2019 is subject to the approval of members at the ensuing Annual General Meeting to be held on September 25, 2019 and will be paid on or after September 25, 2019. If approved by the members at the Annual General Meeting, the Dividend will absorb 147.04 lacs inclusive of the Dividend Distribution Tax of 24.87 lacs borne by the Company.

4. RESERVES:

The closing balance of the Reserve & Surplus of the Company for FY 2019, after all appropriation and adjustments was 7493.36 lakh.

5. CAPITAL:

The paid -up equity Share Capital of the Company as on March 31, 2019 was 1170.00 lakhs. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

6. DEPOSITS:

During the year ended March 31, 2019, the Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Act and the Rules framed thereunder. Hence the Company does not have any unclaimed deposits as on date.

7. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There is no change in the nature of the business of the Company during the year under review.

8. MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and 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 nature of business of the Company.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Subsidiaries, Joint Venture and Associate Companies during the period under review.

11. 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.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures,

ii) The Company have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 March 31, 2019 and of the profit or loss of the Company for the year under review.

iii) they 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.

iv) they have prepared the annual accounts/financial statements on a going concern basis.

v) The internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

13. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report.

14. PERFORMANCE 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 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 chairperson. 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.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The detail of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put on the website of the Company at the www.medicamen.com .

16. AUDITORS:

a) Statutory Auditors

M/s Rai Qimat & Associates, Chartered Accountants was appointed as Auditor of the Company, for a term of 5 consecutive years, at the Annual General Meeting held on 13th day of September, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The requirement under the proviso to Sec.139 (1) that "the Company shall place the matter relating to such appointment (of auditors) for ratification by members at every annual general meeting" has been omitted from the Companies Act, 2013. Therefore, the Company does not propose ratification of appointment of statutory auditors for the approval of the members.

b) Secretarial Audit

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed M/s AMJ & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report for the financial year ended March 31, 2019 is annexed herewith as "Annexure A". The Secretarial Auditor report does not contain any qualification, reservation, adverse remark or disclaimer.

c) 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.

Pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditor) Rules, 2014. M/s SPB & Co., Cost Auditors of the Company had appointed by the Board for the Financial Year 2018-19.

d) 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, H-28, Street No.9, New Mahavir Nagar, New Delhi-110018, as the Internal Auditors of your Company.

17. AUDITORS QUALIFICATIONS/RESERVATIONS/ADVERSE REMARKS/FRAUDS REPORTED:

There are no Auditors Qualifications or reservations or adverse remarks on the financial statements of the Company. The Auditors have not reported any frauds to the Audit Committee as prescribed under Section 143 (12) of the Companies Act, 2013.

18. BUSINESS RISK MANAGEMENT

The Company has elaborate Risk Management Frameworks, which is designated to enable risk to be identified, assessed and mitigated appropriately. The Audit Committee of the Company has been entrusted with the responsibility to assist to board in (a) Overseeing and approving the Companys enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic and commercial, safety and operations, Compliance and control and financial risk have been identified and assessed and there is an adequate risk management infrastructure in place, capable of addressing those risks.

More details on Risk Management indicating development and implementation of Risk Management policy including identification of elements of risk and their mitigation are covered in Managements Discussion and Analysis section.

19. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the financial year were in the ordinary course of business and on arms length basis.

All the Related Party Transactions are presented to the Audit Committee and the Board. A statement of all related party transactions is presented before the Audit Committee and Board of Directors on a quarterly

basis specifying the nature, value and terms and conditions of the transactions. Particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 have been given in the prescribed form AOC -2 as "Annexure B". Web link for the policy in the website is https://www.medicamen.com.

20. EXTRACT OF ANNUAL RETURN:

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of Annual Return in Form No. MGT-9 forming part of this Annual Report as "Annexure C".

21. DIRECTORS/KEY MANAGERIAL PERSONNEL (KMPS) APPOINTMENT/RE-APPOINTMENT OR RESIGNATION

The Board of Directors is duly constituted during the year under review. All Independent Directors have given declaration that they meet the criteria of Independent as laid down under Section 149(6) of the Companies Act, 2013 (The Act) and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulation, 2015. Based upon the disclosures provided by the Directors, none of them are disqualified from being appointed as Directors of the Company under Section 164 of the Act.

a) Appointment/ Resignations:

Mr. Himanshu Bansal, Chief Financial Officer (CFO) of the Company has resigned from the post of CFO w.e.f. May 28, 2018 and at his place Mr. Pratap Singh Rawat was appointed as Chief Financial Officer of the Company w.e.f July 25, 2018.

Mrs. Sumita Dwivedi (DIN: 08218640),Mrs. Sangeeta Bishnoi (DIN: 08288998) and Dr. Ravi Kumar Bansal (DIN: 08462513) appointed as Independent Director of the Company w.e.f November 13, 2018, February 11, 2019 and May 30, 2019 respectively.

Mrs. Usha Pande (DIN: 07091890), Independent Director and Mr. Shri Prakash (DIN: 07778644), Whole Time Director of the Company has resigned from the directorship w.e.f November 13, 2018.

Dr. Vimal Kumar Sharawat (DIN: 08274190) appointed as Non-Executive-Non Independent Director and Mr. Klaus Snej Jensen (DIN: 07554059) resigned from the post of Independent Director w.e.f February 11, 2019.

b) Retirement by rotation:

In term of Section 152 of the Companies Act, 2013 Mr. Rahul Bishnoi (DIN:00317960) and Mr. Ashwani Kumar Sharma (DIN:00325634) retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. The Board recommend their re-appointment for approval of members.

22. COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit committee comprises of three Directors Mr. Harish Pande (Chairman), Mr. Arun Kumar, Mrs. Sumita Dwivedi.

Mrs. Usha Pande who was Non-Executive- Non Independent Director of the Company and member of the Audit Committee has resigned from the respective post w.e.f November 13, 2018 and at her place Mrs. Sumita Dwivedi has been appointed as member of the Committee.

All the recommendations made by the Audit Committee were accepted by the Board. Further details on the committee are given in the Corporate Governance Report.

23. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The detailed policy has uploaded on website of the Company i.e. www.medicamen.com.

24. MEETINGS

During the year Six Board Meetings and Four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The particulars of meeting held and attended by each Director are detailed in the Corporate Governance Report, which form part of this Report.

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial controls are an integrated part of the risk management process, addressing financial and financial reporting risk. The internal financial controls have been documented, digitized and embedded in the business processes.

A detailed note has been provided under Management Discussion and Analysis Report.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as per "Annexure D".

27. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED

The particulars of loans given, Investment made, guarantees given and securities are provided in the Financial Statements for the period under review.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

29. UNCLAIMED DIVIDEND

(a) Transfer to Investor Education and Protection Fund

Members are hereby informed that under the Act, the Company is obliged to transfer any money lying in the Unpaid Dividend Account, which remains unpaid or unclaimed for a period of seven years from the date of such transfer to the Unpaid Dividend Account, to the credit of the Investor Education and Protection Fund (the Fund) established by the Central Government.

As per the above provisions, all unclaimed dividend for 2,87,303.25 which was declared in financial year 2009-10 has been transferred by the Company to the IEPF Fund.

Further, 1,34,393 shares in respect of which dividend remained unclaimed for seven consecutive years or more have also been transferred to the IEPF Demat Account.

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.

(b) Unclaimed Interim Dividend

Members are hereby further informed that in the year 2017-18 your Board of Directors declared interim dividend of 1/- (10%) per equity share of 10/- each. Members who have not yet encashed their dividend warrant(s) for the financial year ended March 31, 2018 are requested to make their claims to the Company without any delay, to avoid transfer of their dividend/shares to the Fund/ IEPF Demat Account.

It may be noted that interim dividend for the financial year 2017-18 declared on August 2, 2017 and can be claimed by the Members by August 01, 2024.

(c) Details of Unclaimed Dividend on Website

In order to help Members to ascertain the status of unclaimed dividends declared in financial year 2009-10 & 2017-18 the Company has uploaded the information in respect of unclaimed dividends on the website of Investor Education and Protection Fund, www. iepf.gov.in and under "Investor Relations" Section and on the website of the Company, www.medicamen.com.

30. 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.

31. RATING

CRISIL has reaffirmed its rating of BBB- with a stable outlook on the long term bank facilities of the Company and A3 on the short term bank facilities of the Company.

32. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated employees have confirmed compliance with the Code.

33. CORPORATE SOCIAL RESPONSIBILITY

As part of the Corporate Social Responsibility initiative the Company has spent an amount of 18, 92,100/-(Rupees Eighteen lacs Ninety Two Thousand One Hundred Only) towards the various CSR activities in the financial year 2018-19. A report on CSR Activities as required under Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is enclosed herewith as "Annexure - E". The Company has adopted Corporate Social Responsibility Policy containing the activities to be undertaken by the Company as part of its CSR programs. The CSR Policy is disclosed on the website of the Company www.medicamen.com.

Composition of Corporate Social Responsibility Policy:

1. Mr. Harish Pande (Chairman)

2. Mr. Rajesh Madan (Member)

3. Mr. Sanjay Bansal (Member)

4. Mr. S.K. Singh (Member)

34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. LISTING ON STOCK EXCHANGES

The Equity Shares of your Company are listed with BSE Limited. We confirm that, your Company has paid the listing fees for the financial year 2019-2020 as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

The information pursuant to Section 134(m) of the Companies Act, 2013 read together with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report as "Annexure F".

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companys executives, staff and workers.

By order of the Board
Sd/-
Place: New Delhi Rahul Bishnoi
Date: 14.08.2019 Chairman
(DIN: 00317960)