Dear Members,
The Board of Directors hereby submits the report of the business and operations of your
Company ("the Company" or "MIL"), along with Audited Financial
Statements for the financial year ended 31st March, 2024. The Consolidated performance of
the Company and its subsidiaries has been referred to wherever required.
1. FINANCIAL PERFORMANCE OF THE COMPANY:
(Rs. In Lakhs, except per equity share data)
Particulars |
Standalone |
Consolidated |
|
For the year |
ended |
For the year |
ended |
|
31st March |
31st March |
|
2024 |
2023 |
2024 |
2023 |
| Revenue from Operations |
4403.68 |
4888.18 |
7135.54 |
7622.55 |
| Other Income |
41.66 |
34.32 |
40.14 |
51.20 |
Total Income |
4445.34 |
4922.50 |
7175.69 |
7673.75 |
| Less: Total Expenses |
(4142.79) |
(4639.15) |
(6553.85) |
(7097.18) |
Profit/Loss before Depreciation, Finance |
|
|
|
|
Costs, Exceptional items and Tax expenses |
302.55 |
283.35 |
621.84 |
576.57 |
| Less: - Depreciation/Amortization/ Impairment |
(17.83) |
(8.66) |
(28.67) |
(20.34) |
Profit/Loss before Finance Costs, |
|
|
|
|
Exceptional items and Tax expenses |
284.72 |
274.69 |
593.17 |
556.23 |
| Less: - Finance Costs |
(22.29) |
(36.77) |
(49.31) |
(61.86) |
Profit/Loss before Exceptional items and |
|
|
|
|
Tax expenses |
262.43 |
237.91 |
543.85 |
494.37 |
| Add/(Less): - Exceptional Items |
0.00 |
0.00 |
0.00 |
0.00 |
Profit/Loss before Tax expenses |
262.43 |
237.91 |
543.85 |
494.37 |
| Less: - Tax Expense (Current & Deferred) |
72.73 |
67.42 |
149.14 |
133.55 |
Profit/Loss for the year (1) |
189.70 |
170.49 |
394.71 |
360.82 |
| Other Comprehensive Income/Loss (2) |
0.00 |
0.00 |
0.00 |
0.00 |
Total (1+2) |
189.70 |
170.49 |
394.71 |
360.82 |
| Earnings Per Share (Basic & Diluted) |
1.90 |
2.65 |
3.95 |
5.61 |
2. RESULT OF OPERATIONS & STATE OF COMPANY'S AFFAIR:
The total income of the Company was Rs. 4445.34 Lakhs during current year as against
Rs. 4922.50 Lakhs in the previous year. The Company has reported net profit of Rs. 189.70
Lakhs during the year under review as against profit of Rs. 170.49 Lakhs in the previous
year. Your Company has performed well and your Directors are relentlessly striving for the
betterment of the business and simultaneously your Directors are optimistic about the
future and expect the business to perform much better in the forthcoming years.
3. CHANGE IN THE NATURE OF THE BUSINESS:
There is no change in the nature of the business during the year under review.
4. SHARE CAPITAL:
During the year under review, there were no changes in the share capital of the
Company. Share Capital of the Company as on March 31, 2024 was as follows:
Authorized Capital - Rs. 10,00,00,000/- (Rupees Ten Crores only) divided into
1,00,00,000 (One Crore Only) Equity Shares of Rs. 10 each.
Issued, Subscribed and Paid Up Capital – Rs. 10,00,00,000/- (Rupees Ten Crores
only) divided into 1,00,00,000 (One Crore Only) Equity Shares of Rs. 10 each.
5. DIVIDEND:
For the F.Y. 2022-23, the Board of Directors has recommended a dividend of Rs. 0.10/-
i.e., 1% per Equity Share. The said recommended dividend has been approved by the Members
of the Company at the AGM held on June 30, 2023. The total dividend outgo during F.Y.
2023-24 would amount to Rs. 10 Lakhs.
Pursuant to changes made under the Income-tax Act, 1961, by the Finance Act, 2020, the
Company has made the payment of the dividend after deduction of tax at source, being
dividends paid or distributed by the Company shall be taxable in the hands of the Members.
The Board of Directors has not recommended any dividend for the financial year ended on
March 31, 2024 as the Board have considered it financially prudent in the long-term
interest of the company so as to reinvest the profits into the business of the company and
to build its strong reserve base and assure the growth of the Company in long run.
6. UNPAID / UNCLAIMED DIVIDEND:
Members are hereby informed that under the Act, the Company is required to transfer the
dividend which remains unpaid or unclaimed for a period of seven consecutive years or more
to the IEPF. The Company has declared dividend for the first time in previous year
2022-23, therefore, there is no such amount of Unpaid or Unclaimed dividend to be
transferred to Investor Education and Protection Fund (IEPF).
Amount of Unpaid / Unclaimed Dividend has been transferred into the unpaid Dividend a/c
as per the requirement of Companies Act, 2013.
Members who have not encashed the dividend warrants so far in respect of the aforesaid
period(s) are requested to make their claim to Purva Sharegistry (India) Private Limited,
RTA. Further, the Company sends a voluntary reminder to the shareholders who have not
claimed their dividends, on an annual basis.
7. TRANSFER TO RESERVES:
During the period under review, the company has transferred profit of Rs. 189.70 Lakhs
to the Reserves of the Company.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT:
The Company has invested in one partnership firm namely Medico Lab and introduce itself
as 50% partner in the said firm w.e.f. 09.04.2024. The partnership firm is also having
same business segment as that of the Company and after becoming 50% partner in the firm,
the firm will be Joint Venture of the Company. Other than this, there were no Material
changes and commitments affecting the financial position of the Company which have
occurred between the end of the financial year of the Company and the date of the report
9. DEPOSIT:
The company has not accepted any deposits from the public 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 for the Financial Year 2023-2024.
Further, for exempted deposits, Company has filed Form DPT-3 as on March 31, 2024 as
per the notification issued by the Ministry of Corporate Affairs (MCA) within due course
of time.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT,
2013:
The particulars of loans, guarantees and investments have been disclosed in the
financial statements which also form part of this report
11. CORPORATE SOCIAL RESPONSIBILITY:
The company has not developed and implemented any Corporate Social Responsibility
Initiatives as per the provisions of section 135(1) of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 as the aforesaid provisions
are not applicable to the Company.
12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (3)(m) of section 134 of the Companies
Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-I".
13. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
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. The details with respect to internal control systems and internal Audit has
been briefed in Management Discussion and Analysis Report, which is annexed herewith as "Annexure-II".
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The current policy is to have an appropriate mix of Executive, Non-Executive and
Independent Directors to maintain the independence of the Board, and separate its
functions of governance and management. Further, pursuant to Corporate Governance
provisions, the Board of Directors framed and approved the Nomination and Remuneration
Policy of the Company which now captures and explains the principles of the overall
remuneration including short-term incentive and the long-term incentive payable to the
Executive Directors, Key Managerial Personnel, Senior Management, and other employees of
the Company.
The Policy also provides guidance on selection and nomination of Directors to the Board
of the Company and appointment of the Senior Management Personnel of the Company. The
remuneration paid to the Executive Directors, Key Managerial Personnel and Senior
Management is in accordance with the Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Act and the Listing Regulations. Details pertaining to
composition and re-constitution of the Nomination and Remuneration Committee are included
in the Report on Corporate Governance. All the recommendations made by the Nomination and
Remuneration Committee were accepted by the Board.
15. DIRECTORS:
To comply with the requirement of the Companies Act, 2013 and Articles of Association
of the Company, Mrs. Swati Jay Shah shall retire by rotation at the forthcoming Annual
General Meeting. Being eligible, she offers herself for re-appointment. Following change
occurred during the financial year ended 31st March, 2024:
- Mr. Priyank Lalitbhai Sancheti has been regularized as an Independent Director of the
Company pursuant to approval of members in their Annual General Meeting held on 30th June,
2023.
16. KEY MANAGERIAL PERSONNEL:
Mr. Samir Shah continues to be the Managing Director of the Company.
Mr. Dilipkumar Bhogilal Shah continues to be the Chief Executive Officer of the
Company. Mr. Jay Sharadkumar Shah continues to be the Chief Financial Officer of the
Company.
Ms. Puneeta Sharma continues to be the Company Secretary & Compliance Officer of
the Company.
17. INDEPENDENT DIRECTOR'S DECLARATION:
The Company has received necessary declaration from each independent director under
Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013.
18. BOARD EVALUATION:
In terms of provisions of Companies Act, 2013 read with rules issued there under and
SEBI (LODR) Regulations 2015, the Board of Directors on recommendation of the Nomination
and Remuneration Committee, have evaluated the effectiveness of the Board/Director's for
the Financial Year 2023-24.
The performance and functioning of the board were evaluated by the board after seeking
inputs from all the directors on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning, etc.
The committees of the Board were assessed after seeking inputs from the committee
members on the basis of the criteria such as the composition of committees, effectiveness
of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairperson was also evaluated on the key aspects of her role. Separate
meeting of independent directors has been held on February 14, 2024 for the FY 2023-24 to
evaluate the performance of non-independent directors, performance of the board as a whole
and performance of the Chairperson.
19. NUMBER OF MEETINGS OF THE BOARD:
During the year, the Board met 04 (Four) times to deliberate on various matters.
The dates, attendance of the Directors and other details of the meetings are given in the
Report on Corporate Governance. The maximum interval between any two meetings did not
exceed 120 days, as prescribed by the Act and Listing Regulations.
20. AUDIT COMMITTEE:
Details pertaining to composition and re-constitution of the Audit Committee are
included in the Report on Corporate Governance. All the recommendations made by the Audit
Committee were accepted by the Board.
21. STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC):
Details pertaining to composition and re-constitution of the Stakeholders and
Relationship Committee are included in the Report on Corporate Governance.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in section
188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014
in prescribed Form AOC-2 is annexed herewith at Annexure III.
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the period under review, the Company is having 4 (four) Wholly Owned Subsidiary
Companies namely:
1. Ritz Formulations Private Limited
2. Sungrace Pharma Private Limited
3. Azillian Healthcare Private Limited
4. Evagrace Pharma Private Limited
Therefore, provisions of section 129(3) of the Companies Act, 2013 relating to
preparation of consolidated financial statements are applicable to the Company. Further,
we have prepared the consolidated financial Statements of the Company, which forms part of
this Annual Report.
A Statement containing salient features of the financial statement of our subsidiaries
in the prescribed format AOC-1 as appended as Annexure IV. 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 are available on our website www.medicointercontinental.com.
Further, the Company does not have any Joint Venture or Associate Company.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
As per the provision of Section 177(9) of the Act and Regulation 22 of the Listing
Regulations, the Company is required to establish a Vigil Mechanism. The Company's Code of
Conduct, Whistle blower and other Governance Policies lays out the principles of highest
ethical standards. The details of the Whistle blower Policy are provided in the Report on
Corporate Governance forming part of this Report.
25. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013:
The Information & Statement of Particulars of employees pursuant to Section 197 of
the Companies Act, 2013 and Rule 5 (1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as Annexure V.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134(5) of the Companies Act, 2013, your Directors state that:-
(a) in the preparation of the annual accounts, the applicable accounting standards have
been followed;
(b) the Directors have 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 at the end of the financial year and of
the profit and loss of the company for that period; (c) 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 other irregularities; (d) the Directors have
prepared the annual accounts on a going concern basis.
(e) the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) the Directors have devised proper system to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review, no material orders have been passed by the regulators
or courts or tribunals impacting the going concern status and company's operation in
future.
28. AUDITORS & AUDITORS' REPORT: Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013, the members at
the annual general meeting of the Company held on 21st September, 2019 appointed V Goswami
& Co, Chartered Accountants, Ahmedabad (Firm Registration No. 128769W) as statutory
auditors of the Company from the conclusion of Thirty fifth annual general meeting till
the conclusion of Fortieth annual general meeting, covering one term of five consecutive
years.
Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, it is
mandatory to rotate the statutory auditors on completion of the maximum term permitted
under the provisions of Companies Act, 2013. In line with the requirements of the
Companies Act, 2013, M/s. V Goswami & Co, Chartered Accountants, Ahmedabad were
re-appointed as the statutory auditors of the Company by the Board of Directors at their
meeting held on 25th May, 2024 for the period of five years from the conclusion of this
Annual General Meeting till the conclusion of Annual General Meeting to be held in the
year 2029 subject to approval of shareholders of the Company in ensuing General meeting.
They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and
the Rules framed there under for appointment as Auditors of the Company.
The Auditors' Report for FY 2023-24 does not contain any qualification, reservation or
adverse remark. The Auditors' Report is enclosed with the financial statements in this
Annual Report.
Secretarial Auditor
In terms of Section 204 of the Act and Rules made there under, the Company has
re-appointed Yash Mehta
& Associates, Practicing Company Secretary (Membership No. F12143 & COP 16535)
to undertake the Secretarial Audit of the Company. Secretarial Audit Report for the FY
2023-24 issued by him in the prescribed form MR-3 is annexed as Annexure-VI to this
report.
Further, as per the applicable provisions of Corporate Governance, there is a
requirement to undertake Secretarial Audit of material unlisted subsidiaries. One of the
subsidiaries of the Company, Azillian Healthcare Private Limited is a material subsidiary;
therefore, the Company has appointed Yash Mehta & Associates, Practicing Company
Secretary (Membership No. F12143 & COP 16535) to undertake the Secretarial Audit of
the Company. Secretarial Audit Report for the FY 2023-24 issued by him in the prescribed
form MR-3 is annexed as Annexure-VII to this report.
The Secretarial Audit Report of the Company and its material unlisted subsidiary
Company does not contain any qualification, reservation or adverse remark.
Internal Auditor
MJV & Co, Chartered Accountants, Ahmedabad was re-appointed as an Internal Auditor
of the Company for the Financial Year 2023-24 and the consent regarding such appointment
was received from the auditor in this regard.
Cost Records and Cost Audit
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable to our Company.
29. 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 would need to be mentioned in the Board's Report.
30. ANNUAL RETURN:
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2024 is available on the Company's website at www.medicointercontinental.com.
31. CORPORATE GOVERNANCE REPORT:
As required under Regulation 34 of the Listing Regulations, a Report on Corporate
Governance along with a Certificate of Compliance from the Practicing Company Secretary is
part of this Report.
32. MANAGEMENTS DISCUSSION AND ANALYSIS:
In terms of the provisions of Regulation 34(2) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Management's discussion and analysis is set out in this Annual Report & marked as Annexure-II.
The state of the affairs of the business along with the financial and operational
developments has been discussed in detail in the Management Discussion and Analysis
Report.
33. RISK MANAGEMENT POLICY:
Risk Management is the process of identification, assessment and prioritization of
risks followed by coordinated efforts to minimize, monitor and mitigate/control the
probability and/or impact of unfortunate events or to maximize the realization of
opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization
Procedure which is reviewed by the Board from time to time. These procedures are reviewed
to ensure that executive management controls risk through means of a properly defined
framework. The major risks have been identified by the Company and its mitigation
process/measures have been formulated in the areas such as business, project execution,
event, financial, human, environment and statutory compliance.
34. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. An Internal Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy.
During the year 2024, the Company did not receive any complaint of alleged sexual
harassment. As on March 31, 2024 no complaints related to sexual harassment are pending
for disposal.
35. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:
The Company has neither made any application nor any proceedings pending under The
Insolvency and Bankruptcy Code, 2016 during the year under review. Therefore, there are no
details required to be disclosed, as the said clause is not applicable as on year ended
31st March, 2024.
36. GREEN INITIATIVES:
Electronic Copies of the Annual Report 2023-24 and the notice of the 40th AGM are sent
to all members whose email addresses are registered with the Company / depository
participant(s). For members who have not registered their email addresses, Company has
provided facility to register/update the email addresses with the RTA of the Company on https://www.purvashare.com/.
For members who have not registered their email addresses and ask for physical copies,
physical copies are sent in the permitted mode.
37. CAUTIONARY STATEMENT:
Statement in the Annual Report, particularly those which relate to Management
Discussion and Analysis, describing the Company's objectives, projections, estimates and
expectations, may constitute forward looking statements within the meaning of applicable
laws and regulations. Although the expectations are based on reasonable assumptions, the
actual results might differ.
38. APPRECIATION / ACKNOWLEDGMENTS:
Your Directors place on record their deep appreciation to employees at all levels for
their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the
employees have enabled the Company to be as industry leaders.
The Board places on record its appreciation for the support and co–operation your
Company has been receiving from its business partners and others associated with the
Company. It will be the Company's endeavour to build and nurture strong links with the
trade based on mutuality of benefits, respect for and co–operation with each other,
consistent with consumer interests. The Directors also take this opportunity to thank all
Investors, Clients, Vendors, Banks, Government and Regulatory Authorities for their
continued support.
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