DIRECTOR'S REPORT TO THE MEMBERS OF MEDICAMEN BIOTECH LIMITED, Your Directors have pleasure in presenting their 22nd Annual Report together with the Audited Accounts for the financial year ended 31st March 2015. PERFORMANCE During the year under review the turnover of your Company had increased to Rs. 78.00 Crores as compared to Rs. 73.55 Crores last year. Further, your Company has managed to earn a profit of Rs. 44.06 lacs as compared to last year Rs. 9.42 lacs. DIVIDEND Since profits of the Company have not sufficient to distribute as dividend, Directors do not recommend any dividend, for the financial year 2014-15. RESERVES During the financial year ended on 31st March, 2015 no such amounts being transferred to Reserve. CAPITAL The paid up equity capital as on March 31, 2015 was Rs.9,51,13,060/- divided into 95,11,306 equity shares of Rs.10/- each. During the financial year under review the Company had allotted 132700, Equity Shares and converted 4,65,000 convertible warrants in to equity shares of Rs.10/- each at a premium of Rs.1/-. Subsequent to the closure of Financial Year, Company has converted balance 4,82,300 convertible warrants in to equity shares of Rs.10/- each at a premium of Rs.1/-.Consequent upon the conversion of warrants in to equity shares, the present paid up share capital of the Company is being increased to Rs.9,99,36,060/- divided into 99,93,606 equity shares of Rs. 10/- each. DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. DIRECTORS'/KEY MANAGERIAL PERSONNEL (KMPs) APPOINTMENT/ REAPPOINTMENT OR RESIGNATION During the year under review Ms. Sharmila Chhikara, Company Secretary has resigned and in her place Ms. Kiran was appointed as Company Secretary of the Company w.e.f. 10.10.2014. Sh. Bal Kishan Gupta, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offers himself for re-appointment. The board recommends his re-appointment. DIRECTOR'S 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. 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 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 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. STATUTORY AUDITORS The Statutory Auditors of the Company M/s Ashok Sharma & Associates retire at the ensuing Annual General Meeting and being eligible for re-appointment have given their consent to be re-appointed. 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 Company has appointed M/s J. K. Gupta & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure A". AUDITOR'S REPORT / SECRETARIAL AUDIT REPORT Statutory dues were remained outstanding at the time Auditor's report was presented to the Board. Company has paid all the dues before 30.06.2015. Currently Company does not have any undisputed statutory dues outstanding as mentioned in the Secretarial Audit Report. COST AUDITOR The Board at its Meeting held on 30th May, 2015 upon the recommendation of Audit Committee, had appointed M/s HMVN & Associates, as Cost Auditors of the Company for the financial year 2015-2016 pursuant to provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Amendment Rules, 2014. The Cost Auditor is expected to submit the Cost Audit Report for the year 2014-15, by the end of August this year. CORPORATE GOVERNANCE A detailed Corporate Governance Report is included in this annual report as per Clause 49 of Listing Agreement. The Company has obtained a certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance. The same is annexed to this Annual Report. BUSINESS RISK MANAGEMENT Pursuant to section 134(3)(n) of the Companies Act, 2013 & Clause 49 of the listing agreement, the Company has implemented an integrated risk management approach through which it reviews and assesses significant risks controls and mitigation in place. The Audit Committee has additional oversight in the area of financial risk and control. At present the Company has not identified any element of risk which may threaten the existence of the Company. SUBSIDIARY COMPANIES The Company does not have any subsidiary. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large, so there is no need to give disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred in sub-section(1) of the Section 188 of the Companies Act, 2015 in FORM AOC-2 (Pursuant to clause (h) of sub section (3) of Section 134 of the Companies Act, 2015 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The Board has formulated Policy on Related Party Transaction and the same is uploaded on the Company's website at www.medicamen.com EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure B". 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. In terms of Section 136 of the Act, the reports and accounts are being sent to the Members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the Members at the Registered office of the Company during business hours on working days of the Company up to the date of ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance. PERFORMANCE EVALUATION OF BOARD OF DIRECTORS Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination and Remuneration Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, accessible to built effective working relationships with the senior management etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. 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 Remuneration Policy is stated in the Corporate Governance Report. 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. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, Company has appointed M/s VADS & CO., Chartered Accounts as Internal Auditor of the Company, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS The particulars of loans, guarantees and investments, if any covered under section 186 of the Companies Act, 2013 and it have been disclosed in the financial statements. VIGIL MECHANISM / WHISTLE BLOWER POLICY: The Company has a vigil mechanism named as Vigil Mechanism /Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism/Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. 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 Company's 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. CORPORATE SOCIAL RESPONSIBILITY Provision under section 135 of the Companies Act, 2013 and Rules made there under are not applicable to the Company. Hence, no disclosure on Corporate Social Responsibility was taken on record. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE 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 "C". ACKNOWLEDGEMENT Your director's place their appreciation and gratitude for the help and co-operation extended to the Company by the Government Agencies, Union Bank of India, Medical Profession, dealers, customers, suppliers and shareholders. The board also places their appreciation for the dedicated performance rendered by the employees of the Company. For and on behalf of the Board of Directors Sd/-(B K Gupta) Managing Director (DIN: 00032772) Sd/-(Ashutosh Gupta) Whole Time Director (DIN:00039995) Place: Delhi Date: 31.07.2015 |