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 Company's 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
Company's 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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