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Medplus Health Services Ltd Directors Report

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Jul 19, 2024|09:44:53 AM

Medplus Health Services Ltd Share Price directors Report

Dear Members,

Your directors have pleasure in presenting here the 17th Annual Report of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor?s Report thereon for the financial year ended March 31, 2023.

FINANCIAL HIGHLIGHTS

Rs million

Standalone Consolidated
Particulars
2023 2022 2023 2022
Revenue from Operations _2,139.26 1,457.14 _45,575.76 37,792.79
Other Income _162.39 95.41 _460.78 313.63
Profit before Depreciation, Finance Costs, Exceptional Items and _294.38 128.42 _3,117.46 3,037.31
Taxation
Less: Depreciation, amortization and Impairment Expenses _153.07 46.32 _1,815.56 1,193.60
Profit before Finance Costs, Exceptional Items and Taxation 141.31 82.10 _1,301.90 1,843.71
Less: Finance Costs _65.45 26.31 _830.27 664.28
Profit before taxation _75.86 55.79 _471.63 1,179.43
Less Tax Expenses/(Benefit) _20.42 - _(29.42) 232.27
Profit for the year _55.44 55.79 501.05 947.16
Other Comprehensive Income/(Benefit) for the year (3.56) 1.17 3.34 18.28
Total Comprehensive Income for the Period 51.88 56.96 504.39 965.44

PERFORMANCE OF THE COMPANY

Your Company is a leading retail pharmacy Company in India. During the FY 2022-23, on a consolidated basis, the total income stood at H46,036.54 million as against H38,106.42 million in the corresponding previous year with a growth of 20.81%. On a standalone basis, your Companys total income stood at H2,301.65 million in the FY 2022-23 as against H1552.55 million in the corresponding previous year with a growth of 48.25%. During the year 1144 stores were added to the cluster store network of the Company as compared to 747 stores in the corresponding previous year. As on March 31, 2023 the Company?s total fleet of stores is 3822 (as compared to 2748 stores in the corresponding previous year).

The Company has started its Diagnostic Centres in the year 2021 as pilot project. During the year the Company has performed reasonably well.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to General Reserves.

SHARE CAPITAL

As on March 31, 2023, the paid-up Equity Share Capital of the Company is H238.61 million, consisting of 11,93,05,676 equity shares of H2 each. This is same

as previous year i. e. March 31, 2022, and there has been no change.

DEPOSITS

The Company has not accepted any deposit from the public and as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS

During the year, the Company has made an investment of H4,671.70 million in Optival Health Solutions Private Limited, the subsidiary of the Company. The loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no contracts, arrangements or transaction during the year that fall under Section 188(1) of the Companies Act, 2013. As required under Companies Act, 2013, the prescribed Form AOC-2 is appended as Annexure-D to the Board Report. All Related Party Transactions entered during the year were in the ordinary course of business and on arm?s length basis. The Policy on Materiality of and dealing with Related Party Transactions is available on the Company?s website: https://www.medplusindia.com/pdf/ Policy-on-Materiality-of-and-Dealing-with-Related-Party-Transactions.pdf

DIVIDEND

Your directors have not recommended any dividend for the financial year 2022-23.

DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy contains the requirements mentioned in Regulation 43A of the Securities and Exchange Board of India Listing Regulations and the same is available on the Company?s website on https://www.medplusindia. com/pdf/Policy-on-Dividend-Distribution.pdf.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report is set out in this Annual Report

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries are prepared in accordance with Section 129(3) of Companies Act, 2013 and IND AS 110 and 111 as specified in Companies (Indian Accounting Standards) Rules, 2015 along with all relevant documents and the Auditors? Report which forms part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary Companies.

BOARD POLICIES

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has approved and adopted the policies and the same is provided in Annexure G of the Board?s report which forms part of the Annual Report.

POLICYONPREVENTIONOFSEXUALHARRASMENT

Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, (POSH), the Company has a framed a policy on Prevention and Resolution of Sexual Harassment at workplace. The Company?s goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. Towards this, the Company has set up the Internal Complaints Committees ("ICC") to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The details of Complaints received, resolved are provided in the Corporate Governance Report which forms part of Annual Report.

EMPLOYEES STOCK OPTION SCHEME

The Company grants share-based benefits to eligible employees with a view to attract and retain the best talent, encouraging employees to align individual performances with Company objectives, and promoting increased participation by them in the growth of the Company. The Company is having MedPlus Employees Stock Option and Shares Plan- 2009 (‘ESOP, 2009?) and MedPlus Employees Stock Option and Shares Plan-2021 (‘ESOP, 2021?) in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEB&SE Regulations). Upon the recommendation of Nomination and Remuneration Committee and Board of Directors, the Members of the Company by way of Postal Ballot, approved the extending benefits of ESOP, 2021 to the employees of the subsidiary Companies on June 18, 2023") a statement containing details of the ESOP grant is annexed to this Board?s Report as Annexure-B. The company has received a certificate from Ms. Rashida Adenwala, (C.P. NO.: 2224; M.No. 4020), from M/S. R & A Associates, Practicing Company Secretaries, Hyderabad, the Secretarial Auditor of the Company. The certificate certifies that the ‘ESOP, 2009? and ‘ESOP, 2021? is implemented in accordance with SEBI (Share Based Employees Benefits and Sweat Equity) Regulations, 2021, and the resolutions passed by the members. This certificate is available for inspection by members in electronic mode.

SUBSIDIARIES

As on March 31, 2023, the Company is having seven direct subsidiaries i.e. Optival Health Solutions Private Limited ("OHSPL"), Wynclark Pharmaceuticals Private Limited ("WPPL"), Kalyani Meditimes Private Limited ("KMPL"), Clearancekart Private Limited ("CPL") MHS Pharmaceuticals Private Limited, ("MHSPPL"), Nova Sud Pharmaceuticals Private Limited ("NSPPL"), MedPlus Insurance Brokers Private Limited (‘MIBPL?) and five step down subsidiaries which is Deccan Medisales Private Limited, ("DMPL"), Sai Sridhar Pharma Private Limited ("SSPPL"), Shri Banashankari Pharma Private Limited ("SBPPL"), Sidson Pharma Distributors Private Limited ("SPDPL") and Venkata Krishna Enterprises Private Limited ("VKEPL).

During the year the Company has incorporated a Subsidiary Company namely MedPlus Insurance Brokers Private Limited. None of the Companies or otherwise were ceased to be subsidiaries, joint venture or associate, otherwise.

The statement containing the financial position of the subsidiary companies forms part of this Annual Report. The Board of Directors reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared the Consolidated financial statements, which form part of this Annual Report. The statement also provides details of the performance and financial position of each of the subsidiaries, along with the changes that occurred, during the year under review. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the Consolidated financial statements and related information of the Company and audited accounts of its subsidiaries, which forms part of this Annual Report. The Policy for determining Material Subsidiaries is available on the Company?s website: https://www.medplusindia.com/ uploads/content/Policy-on-Material-Subsidiary.pdf Further, a statement containing the salient features of the financial statements of subsidiaries in the prescribed format AOC-1 is appended as Annexure-A to the Board?s report. This statement also provides details of the performance of the subsidiaries and their overall contribution to the performance of the company.

MERGERS AND ACQUISITIONS

The Board of Directors has approved the Scheme of Amalgamation of MHS Pharmaceuticals Private Limited, wholly owned subsidiary of the Company (Transferee Company) with MedPlus Health Services Limited (Transferor Company) on January 9, 2023. The Company is in the process of filing the application to NCLT for amalgamation.

INVESTOR EDUCATION AND PROTECTION FUND ("IEPF")

The Company has not declared any dividend so far. Thus, the Company has no unclaimed dividend to transfer to IEPF pursuant to provisions of Sections 124 and 125 of the Company?s Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules") as amended from time to time. Hence, the Company has not transferred any amount to the said fund.

BOARD OF DIRECTORS

The Company is having six Board members comprising of Mr. Gangadi Madhukar Reddy, Promoter, Chairman, MD & CEO, Mr. Atul Gupta, Non-Executive Director, Mr. Anish Kumar Saraf, Non-Executive Director, Mr. Murali Sivaraman, Non-Executive Independent Director, Mr. Madhavan Ganesan, Non-Executive Independent Director, Ms. Hiroo Mirchandani, Non-Executive Independent Director. During the year under review, there was no change/cessation of any Director, including Independent Directors of the Company. However, pursuant to provision of Companies Act, 2013, Mr. Atul Gupta will retire by rotation as Director at the ensuing AGM and being eligible, seek re-appointment, the Board has recommended his re-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Gangadi Madhukar Reddy, Chairman, MD & CEO, Mr. Sujit Kumar Mahato Chief Financial Officer and Mr. Manoj Kumar Srivastava, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel (‘KMP?) of the Company pursuant to the provisions of the Companies Act, 2013. During the year under review, Mr. Hemanth Kundavaram, Chief Financial Officer, resigned and relieved on June 5, 2022, and Mr. Sujit Kumar Mahato, appointed as the Chief Financial Officer w.e.f. November 11, 2022, and Mr. Manoj Kumar Srivastava, appointed as the Head Company Secretary and Complaince Officer of the Company wef. March 30, 2023, Ms. Shilpi Keswani demiited the office of Company Secretary and Compliance Officer of the Company w.e.f. March 30, 2023.

Declaration by the Directors and Independent Directors:

The Board of Directors and the Independent Directors contains integrity, expertise and independence to perform their services. The brief profile of Directors including Independent Directors is provided in Corporate Governance Report. The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Act confirming that they meets the criteria of independence laid down in the companies Act, Code for Independent Directors and the SEBI Listing Regulations as amended from time to time.

The Board of Directors afirms that all the Independent Directors possess the required integrity, expertise, and experience necessary for their appointment.

MEETING OF THE BOARD AND COMMITTEE

During the year under review, ten Board Meetings were held i.e. on May 02, 2022, May 30, 2022, June 29, 2022, August 10, 2022, September 02, 2022, November 11, 2022, December 26, 2022, January 09, 2023, February 03, 2023 and March 30, 2023. The details of meeting, attendance are provided in the Corporate Governance Report which forms part of this Annual Report. The maximum interval between two board meeting have not exceeded 120 days, as prescribed by the Act.

COMMITTEES OF THE BOARD

The Board of Directors having five committees i.e. Audit Committee, Corporate Social Responsibility

Committee, Nomination and Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee. All committees comprises of Non-Executive Independent Directors, Executive Directors.

The recommendations made by the committees were accepted and approved by the Board. A detailed composition of the Board its committees are provided in the Corporate Governance Report, which forms part of this Annual Report.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors who were inducted into the Board attended an orientation program. The details of the training and familiarization program held during the year under review are provided in the corporate governance report. All the Independent Directors are made aware of their roles and responsibilities at the time of appointment through a formal letter of appointment, which also stipulates various terms and conditions of their appointment. Details of familiarization programme are available on the website of the Company:https://www.medplusindia.com/ uploads/content/Medplus%20Familarisation%20 Programme%20for%20Independendent%20 Directors.pdf

BOARD EVALUATION

The Nomination and Remuneration Committee has specified the manner and criteria for effective evaluation of performance of Board, its committees and individual directors. As per the provisions of Section 134(3)(p) of Companies Act 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Board conducted an evaluation of its own performance, its Committees and Individual Directors. The evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Board.

Accordingly, evaluation of the performance of the individual directors was done based on criteria such as attendance, participation in the deliberations, contribution to the discussions at the board and committee meetings, understanding of the issues involved, ability to bring in new ideas and initiatives, commitment to fulfill the obligations and responsibilities of a Director, etc. The detailed evaluation process, parameters have been explained in the Corporate Governance report. The Policy for formal evaluation of performance is uploaded on the website of the Company: https://www.medplusindia. com/uploads/content/Policy-on-Evaluation-of-Performance.pdf

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees. The details of which forms part of this Annual Report. The Company has not taken any services from credit agencies during the year under review.

NOMINATION AND REMUNERATION POLICY

In accordance with the provisions of Section 134(3)(e) and section 178 of the Act and Regulation 19 read with Part D of Schedule II of the SEBI Listing Regulations, the Company has formulated Nomination and Remuneration policy to provide a framework for remuneration of members of the Board of directors of the Company, key managerial personnel, and other employees of the Company which has been disclosed in Corporate governance Report, which forms part of Annual Report. The Nomination and Remuneration Policy of the Company is available on the Company?s website: https://www.medplusindia.com/uploads/ content/Nomination-and-Remuneration-Policy.pdf

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act , 2013, the Annual Return as on March 31, 2023 is available in the Company?s website https://www.medplusindia.com/ corporate.jsp

DIRECTOR?S RESPONSIBILITY STATEMENT

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, confirm that: 1. in the preparation of the annual accounts for the Financial Year ended March 31,_2023, the applicable accounting standards have been followed along with proper explanation to material departures;

2. the Directors had 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 fair view of the state of affairs of the Company as on March 31,_2023_and of the profit of the Company for that period; 3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and irregularities; 4. the Directors have prepared the annual accounts on a going concern basis; 5. the Directors have laid down adequate Internal Financial Controls to be followed by the Company and that such Internal Financial Control are adequate and were operating effectively during the Financial Year ended March 31,_2023; 6. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31,_2023.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments which affect the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report.

INSOLVENCY PROCEEDING

During the year under review, no application made or any insolvency proceedings have been initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016.

RISK MANAGEMENT:

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop policy for actions associated to mitigate the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The Company has formulated and implemented a Risk Management policy identifying the elements of risk, and the same is available on the Company?s website: https://www.medplusindia.com/ uploads/content/Risk-Management-Policy.pdf

VIGIL MECHANISM :

The Vigil Mechanism as envisaged in the Companies Act, 2013 and Rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Company?s Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. Details are available in corporate governance report which forms part of this Annual Report. The Whistle Blower Policy of the Company is available on the Company?s website: https://www.medplusindia.com/ uploads/content/Whistleblower-Policies.pdf

INTERNAL FINANCIAL CONTROLS

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company?s policies, safeguarding of its assets, prevention and detection of fraud, error-reporting mechanisms, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. For more details, refer to the ‘Internal control and adequacy? section in the Management?s Discussion and Analysis, which forms part of this Annual Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is having detailed CSR policy and the same is available on Companys website. The detailed composition of CSR Committee is provided in the Corporate Governance Report, which forms part of the Annual Report. During the year under review, the Company was under no statutory requirement/no obligation for the expenditure as required under the Act.

SECRETARIAL STANDARDS

The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India from time to time, except reported by Secretarial Auditors in their report.

LISTING ON STOCK EXCHANGES

The Company?s shares are listed on BSE Limited and National Stock Exchange of India Limited. The details are provided in the corporate governance report which form part of annual report

EVENT SUBSEQUENT TO FINANCIAL?S APPROVAL DATE

Postal Ballot

The Shareholders had passed the Special Resolutions through postal ballot by means of e- voting on June 18, 2023. The detailed Postal Ballot results/resolution are mentioned in the corporate governance report which forms part of the Annual Report.

AUDITORS? REPORT

The Statutory Auditors? Report for Financial year 2022-2023 does not contain any qualification, reservation, or adverse remark. The Report is enclosed with the financial statements in this Annual Report. The Secretarial Auditors? Report for Financial year 2022-23 is enclosed as Annexure C to the Board?s report, which forms part of this Annual Report. The Secretarial Auditor?s certificate confirming compliance with conditions of corporate governance as stipulated under Listing Regulations, for financial year 2022-2023 is enclosed as Annexure E to the Board?s report, which forms part of this Annual Report. The Secretarial Auditor?s certificate on the implementation of share-based schemes in accordance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, will be made available on request at the AGM, electronically.

STATUTORY AUDITORS

M/S. BSR & Associates LLP, Chartered Accountants (FRN: 116231 W/W - 1000024) who were appointed as the Statutory Auditors of the Company on October 30, 2018 for a term of five years is being ended on the ensuing AGM. The Board of Directors has proposed to appoint M/S. BSR and Co, Chartered Accountants, (FRN: 128510W) for a first term of five consecutive years from the conclusion of the ensuing 17th Annual General Meeting (AGM) until the conclusion of the 22nd Annual General Meeting (AGM) of the Company to be held in the calendar year 2028 as required under Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) rules, 2014

SECRETARIAL AUDITORS

M/s. R & A Associates, Practicing Company Secretaries were appointed, to undertake the Secretarial Audit of the Company as required under section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and in term of Regulation 24A of SEBI Listing Regulations, by the Board of Directors on May 25, 2023 for Financial Year 2022-23. The Secretarial Audit Report issued in Form MR-3 is annexed to this Board?s Report as Annexure C.

INTERNAL AUDITORS

In terms of Section 138 of Companies Act, 2013 and the Companies (Accounts) Rules, 2014 M/s. Ernst & Young LLP is appointed as Internal auditors of the Company for five years w.e.f. 2023-2024.

SECRETARIAL AUDIT AND IT?S REPORT OF MATERIAL UNLISTED SUBSIDIARY

During the year under review, the Company is having three material subsidiary company i.e. Optival Health Solutions Private Limited ("OHSPL"), Sai Sridhar Pharma Private Limited("SSPPL"), and Venkata Krishna Enterprises Private Limited ("VKEPL"). The Secretarial Audit Report for the Financial year 2022-23 pursuant to section 204 of the Companies Act, 2013 issued by M/s. R & A Associates, the practicing company secretaries is attached as Annexure-C to this Report.

The observation by Secretarial Auditors in their Report and our comments are as follows: (i) The Company has filed all the forms, except as stated herein below, as required under the Companies Act, 2013 and rules made thereunder within the applicable due dates except in a few cases wherein there has been slight delay. (ii) The Company has passed the resolution of the board for investment of funds through circulation while pursuant to the provisions of section 179(3) of the Companies Act, 2013, the same was to be approved in the meeting of the Board. However, the circulation resolution was subsequently taken note thereof in the immediate next board meeting.

(iii) The Company is not in compliance with the provisions of Section 117(3) of the Companies Act, 2013 in respect of filing the resolution passed by the Board for investments of funds with the Registrar of Companies.

(iv) The Company, in a few of the instances, were not in compliance with the provisions of Section 118(10) of the Companies Act, 2013 read with relevant rules made thereunder in respect of circulation of draft minutes of the board and/ or committees to the Board and/or committee members.

(v) The Company was not in compliance with the provisions of Regulations 7(3) of the SEBI LODR Regulations in respect of signing of certificate by the Compliance officer of the Company.

(vi) The Company was not in compliance with the provisions of Regulations 23(2) of the SEBI LODR Regulations in respect of obtaining prior approval of audit committee for the related party transactions for the months April, 2022 to June, 2022.

(vii) The Company, in a few of the instances, has made intimations to the stock exchanges with a delay under Regulations 23(9), 32(6) of SEBI LODR Regulations and under Regulation 76(1) of SEBI (Depositories and Participants) Regulations, 2018. (viii) The Company was not in compliance with Regulation 47(4) of SEBI LODR Regulations in respect of publishing the information in the regional language in the regional newspaper. Board?s Comment: The Management has assured that corrective action has been initiated to avoid such instances in future.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per Securities and Exchange Board of India Regulations, Circulars, Guidelines and Secretarial Standards issued by ICSI there under.

Pursuant to the provisions of Regulation 24A of SEBI (LODR) Regulations 2015, the Annual Secretarial Compliance Report duly signed by Ms. Rashida Adenwala ( FCS 4020) (CP No:2224) Founder Partner R & A Associates, Practicing Company Secretaries has been submitted to the Stock Exchanges where the Companies shares are Listed.

COST RECORDS AND COST AUDIT

Maintenance of cost records as specified by Central Government and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 is not applicable for the business activities carried out by the Company in the FY 2022-23.

PARTICULARS OF EMPLOYEES

As on March 31, 2023 the Company had 22066 employees on consolidated basis. The Managing Director and CEO of the Company has not received any remuneration or commission from any of the subsidiary Companies. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage of increase in remuneration etc. along with the disclosure in relation to the remuneration of Directors, KMPs and employees as required under Section 197(12) of the Companies Act, 2013 are annexed as Annexure-E to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, form part of this Report. Pursuant to Section 136(1) of the Act, this Report is being sent to the Members of the Company excluding the aforesaid information. However, copy of this statement may be obtained by the Members writing to the Company Secretary.

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

Pursuant to the provisions of Clause (m) of Sub-Section 3 of Section 134 of the Companies Act 2013, read with Rule 8(3) of the Companies (Accounts) Rules 2014, the details of conservation of energy, technology absorption, foreign exchange earnings and outgo, is annexed as Annexure-F to this report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR?)

As per Ministry of Corporate Affairs (MCA) Circular/ Notification and the guidelines, framework issued by National Guidelines on Responsible Business Conduct (NGRBC) read with Regulation 34(2)(f) of SEBI Listing Regulations it is necessary to submit the Business Responsibility And Sustainability Report (earlier BRR Report).The BRSR disclosures form a part of this Annual Report as per Annexure-L

CORPORATE GOVERNANCE REPORT

The Company is committed to transparency in all its dealings and places high emphasis on business ethics. A Report on Corporate Governance along with a Certificate from M/S. R&A Associates Practicing Company Secretaries of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company has embedded Environment, Health and Safety Standards throughout the Organization and across its value chain. The Company?s Environment, Health and Safety practices confirms to applicable local laws as well as ethical business standards. Your Company assumes its social responsibility and accountability towards environment and society as a whole in conducting its business operations. Your Company has invested and will continue to invest in the safety of all its employees and human resource surrounding it.

INDUSTRIAL RELATIONS

Industrial relations among all units of the Company have been harmonious and cordial. The employees are dedicated, motivated and have shown initiative in improving the Company?s performance. Your

Company is committed to maintaining good industrial relations with its employees, suppliers, customers and regulators throughout the conduct of its business operations. The organization?s achievements are an outcome of efforts, dedication and perseverance demonstrated by its workforce which comprises people from diverse backgrounds who have shown coordination and cooperation in their conduct. Your Board would like to express its gratitude and appreciation to the employees and people associated with the Company for demonstrating high level of commitment.

GENERAL DISCLOSURE

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:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company?s operation in future.

4. 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).

5. There has been no change in the nature of business of your Company.

6. There was no change in capital structure i.e. authorized , issued, subscribed and Paid up capital of the Company

DIFFERENCE IN VALUATION

During the year under review, the Company has no borrowings, and hence the requirement of providing details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

ACKNOWLEDGMENT

Your directors are grateful for the invaluable support of the customers, investors, business associates, banks, government agencies, vendors, franchisees and service providers for their services and cooperation to the Company. We place on record our appreciation for the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board shall always strive to meet the expectations of all the stakeholders, shareholders for the confidence they have reposed in the Board of Directors. The Directors deeply appreciate their faith and support extended to the Company and remains thankful to them.

For MedPlus Health Services Limited
Sd/-
Gangadi Madhukar Reddy
Chairman, MD & CEO
DIN: 00098097
Place: Hyderabad
Date: August 07, 2023

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  • No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account."

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RISK DISCLOSURE ON DERIVATIVES
  • 9 out of 10 individual traders in equity Futures and Options Segment, incurred net losses.
  • On an average, loss makers registered net trading loss close to Rs. 50,000.
  • Over and above the net trading losses incurred, loss makers expended an additional 28% of net trading losses as transaction costs.
  • Those making net trading profits, incurred between 15% to 50% of such profits as transaction cost.
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