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Your Directors have pleasure in presenting their Twenty Fifth Annual Report of the Company together with the Audited Financial Statement for the financial year ended 31st March, 2018.
1. FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
|Profit before Interest, Depreciation & Preliminary Expenditure written off||1,836.60||1,131.3|
|Profit/(Loss) before Tax||1,390.00||635.87|
|Less : Provision for Deferred Tax||(23.05)||(9.78)|
|Provision for Taxation-current||401.78||129.64|
|Profit/(Loss) after Tax||1,011.27||516. 01|
2. PERFORMANCE REVIEW:
The Company has continued to grow despite a challenging environment. Gross turnover of your Company has increased by 35.35% during the year 2017-18. The Company was able to achieve increase in profit of 95.98% during the year as per compared last year profit.
The Board of Directors has paid 10% of interim dividend of Rs. 1 per equity share during the financial year 2017-18 amounting to Rs. 1,33,23,851.97/- (inclusive of dividend distribution tax of Rs. 22,53,851.97/-).
During the financial year ended on 31st March, 2018 no such amounts being transferred to Reserve.
During the financial year under review the Company has issued 551394 equity shares of Rs. 56/-per share (including a premium of Rs. 46/- each), 306000 equity shares of Rs. 546/- per share (including a premium of Rs. 536/- each) and 3,24,000 equity shares of Rs. 618/- per share (including a premium of Rs. 608/-). The paid up equity Capital of the Company as on 31st March, 2018 is of Rs. 11,70,00,000/- divided into 1,17,00,000 equity shares of Rs. 10/- each.
Your Company has not accepted any deposits from the public falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
7. 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.
8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is presented in a separate section, forming part of the Annual Report.
9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no Subsidiaries, Joint Venture and Associate Companies during the period under review.
10. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e SS-1 and SS-2, relating to Meeting of the Board of Directors and General Meetings respectively, have been duly followed by the Company.
11. 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 directors 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 31st March, 2018 and of the profit or loss of the Company for the year under review.
iii) 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.
iv) The directors have prepared the annual accounts/financial statements on a going concern basis.
v) The directors had laid down 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.
12. 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.
13. 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.
14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The detail of programme for familiarisation 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.
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 notes on financial statements referred to in the Auditors report are self explanatory and do not call for any further comments. The Auditors report does not contain any qualification, reservation and adverse remark or disclaimer.
The Auditor has suggested to follow the Ind AS. The Company has adopted all the Ind AS except Ind AS on Preliminary Expenses, Pre-operative Expenses and Miscellaneous Expenses. The said expenses were not significant. The Company has deferred adoption of Ind AS on the Preliminary Expenses, Pre-operative Expenses and Miscellaneous Expenses and has decided to implement the above Ind AS in financial year 2018-19.
b) Secretarial Auditor
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 31st March, 2018 is annexed herewith as "Annexure A". The Secretarial Auditor report does not contain any qualification, reservation, adverse remark or disclaimer.
c) Cost Auditor
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. Cost Audit for the Financial Year 2017-18 underway and report is expected to be submitted before 30th September of this year.
16. 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 organisation 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.
17. RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered by the Company during the Financial Year with related parties were in its ordinary course of business and on arms length basis.
During the year, the Company had not entered into any contract/arrangements/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
There were no materially significant related party transactions which could have potential conflict with interest of the Company.
In terms of Section 188(1) of the Companies Act, 2013 in FORM AOC-2 (Pursuant to clause (h) of sub section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, no transactions to be reported in form AOC-2 and detailed related party transactions as per the Accounting Standard-18 are set out in Financial Statement.
18. 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 B".
19. 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:
Ms. Kiran, Company Secretary of the Company has resigned from the post of Company Secretary w.e.f. 31st January, 2018, in her place Ms. Parul Choudhary was appointed as Company secretary of the Company w.e.f 12th February, 2018. Mr. Ashutosh Gupta, Director of the Company has resigned from the directorship w.e.f 12th February, 2018.
a) Retirement by rotation:
In term of Section 152 of the Companies Act, 2013 Mr. Sanjay Bansal and Mr. Suresh Kumar Singh retire by rotation at the ensuring Annual General Meeting and being eligible, offer themselves for re-appointment board recommend their re-appointment for approval of members.
20. COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit committee comprises of three Directors out of these Mr. Harish Pande (Chairman), Mr. Arun Kumar, Mrs. Usha Pande are the Independent Directors of the Company and Mr. Ashutosh Gupta 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 12th February, 2018. 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.
21. 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.
During the year Eleven Board Meetings and Five 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.
23. 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.
24. 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
25. PARTICULARS OF LOANS GIVEN, GUARANTEES GIVEN, INVESTMENTS MADE AND SECURITIES PROVIDED
No loans given, Investment made, guarantees given and securities provided during the year under review.
26. 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 victimisation 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.
27. 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 Rs. 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 during the year your Board of Directors have declared interim dividend of Rs. 1/- (10%) per equity share of Rs. 10/- each. Members who have not yet encashed their dividend warrant(s) for the financial year ended 31st March, 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 2nd August, 2017 and can be claimed by the Members by 1st August, 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.
28. 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.
29. 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.
30. CORPORATE SOCIAL RESPONSIBILITY
Medicamen considers Social responsibility as an integral part of its business activities and endeavours to utilise allocable CSR budget for the benefit of the Society.
During the year company required to incur Rs. 4,79,436/- under CSR activities, as prescribed under section 135 of the Companies Act, 2013, is yet to be incurred. During the year it is pending due to small amount and company was not able to get any suitable projects for CSR activities.
For this reason, during the year, the Companys spend on the CSR activities has been NIL as limits prescribed under the Companies Act 2013.
The Company will endeavour to contribute on CSR activities in accordance with the statutory requirements.
31. 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.
32. 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 2018-19 as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
33. 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 D".
Directors state that no disclosure or reporting is required in respect of the following matters as there were no transaction on these items during the year under review:-
i. Details related to deposits covered under Chapter V of the Act.
ii. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Plan referred to in this report.
iv. The Company does not have any scheme of provisions money for the purchase of its own shares by employees or by trustees for the benefit of employees.
v. No fraud has been reported by the Auditors to the Audit Committee or the Board.
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.
|For and on behalf of the Board of Directors|
|(Rahul Bishnoi)||(Ashwani Kumar Sharma)|
|Place: New Delhi||Chairman||Director|
|Date: 25th July, 2018||DIN: 00317960||DIN: 00325634|