General information about company | |
| Scrip code | 523144 |
| NSE Symbol | |
| MSEI Symbol | |
| ISIN | INE442D01010 |
| Name of the entity | MEDI-CAPS LMITED |
| Date of start of financial year | 01-04-2020 |
| Date of end of financial year | 31-03-2021 |
| Reporting Quarter | Yearly |
| Date of Report | 31-03-2021 |
| Risk management committee | Not Applicable |
| Market Capitalisation as per immediate previous Financial Year | Any other |
Annexure I | ||||||||||||||||||||
Annexure I to be submitted by listed entity on quarterly basis | ||||||||||||||||||||
I. Composition of Board of Directors | ||||||||||||||||||||
| Disclosure of notes on composition of board of directors explanatory | Textual Information(1) | |||||||||||||||||||
| Wether the listed entity has a Regular Chairperson | Yes | |||||||||||||||||||
| Whether Chairperson is related to MD or CEO | Yes | |||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 1 | Mr | RAMESH CHANDRA MITTAL | ABZPM1785C | 00035272 | Non-Executive - Non Independent Director | Chairperson | 16-06-1947 | NA | 06-08-1983 | 26-07-2016 | 1 | 0 | 0 | 0 | ||||||
| 2 | Mr | ALOK K GARG | AAHPG5352J | 00274321 | Executive Director | Not Applicable | MD | 27-04-1969 | NA | 01-04-2007 | 01-04-2019 | 1 | 0 | 1 | 0 | |||||
| 3 | Mrs | KUSUM MITTAL | ABZPM1784D | 00035356 | Non-Executive - Non Independent Director | Not Applicable | 08-08-1950 | NA | 04-05-1991 | 16-10-2019 | 1 | 0 | 0 | 0 | ||||||
| 4 | Mr | ASHOK OMPRAKASH AGRAWAL | ABTPA2337G | 07870578 | Non-Executive - Independent Director | Not Applicable | 16-07-1960 | NA | 25-07-2017 | 45 | 1 | 1 | 3 | 3 | ||||||
I. Composition of Board of Directors | ||||||||||||||||||||
Disclosure of notes on composition of board of directors explanatory | ||||||||||||||||||||
Wether the listed entity has a Regular Chairperson | ||||||||||||||||||||
| Sr | Title (Mr / Ms) | Name of the Director | PAN | DIN | Category 1 of directors | Category 2 of directors | Category 3 of directors | Date of Birth | Whether special resolution passed? [Refer Reg. 17(1A) of Listing Regulations] | Date of passing special resolution | Initial Date of appointment | Date of Re-appointment | Date of cessation | Tenure of director (in months) | No of Directorship in listed entities including this listed entity (Refer Regulation 17A of Listing Regulations) | No of Independent Directorship in listed entities including this listed entity (Refer Regulation 17A(1) of Listing Regulations | Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations) | No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing Regulations) | Notes for not providing PAN | Notes for not providing DIN |
| 5 | Mr | PRAMOD FATEHPURIA | AAAPF7695N | 00972389 | Non-Executive - Independent Director | Not Applicable | 20-08-1961 | NA | 29-05-2014 | 29-05-2019 | 83 | 1 | 1 | 3 | 0 | |||||
| 6 | Mr | DHARMENDRA SOLANKI | BAWPS4119K | 09055239 | Non-Executive - Independent Director | Not Applicable | 24-09-1975 | NA | 05-02-2021 | 2 | 1 | 1 | 2 | 0 | ||||||
Text Block | |
| Textual Information(1) | Mr. Pramod Fatehpuria was initially appointed as Independent Director of the Company for first term of five years w.e.f. 29.05.2014. Please note that members have already given their consent in their annual general meeting held on 25.09.2018 for his re-appointment as independent director for a second term of five years w.e.f. 29.05.2019.
Mr. Dhamendra Solanki was appointed as an additional non-executive independent director of the Company in the meeting held on 05th Feburary, 2021, subject to approval of members in the ensuing Annual General Meeting.
During the quarter, the Audit committee, Stakholders relationship committee and Nomination and remuneration committee were reconstituted w.e.f. 5th February, 2021 due to ceassation of committee member by Mrs. Kusum Mittal and appointment of Mr. Dhamendra Solanki as the member of all Committees. |
Annexure 1 | |||||||
II. Composition of Committees | |||||||
| Disclosure of notes on composition of committees explanatory | Textual Information(1) | ||||||
Annexure 1 Text Block | |
| Textual Information(1) | During the quarter, the Audit committee, Stakholders relationship committee and Nomination and remuneration committee were reconstituted w.e.f. 5th February, 2021 due to ceassation of committee member by Mrs. Kusum Mittal and appointment of Mr. Dhamendra Solanki as the member of all Committees. |
Audit Committee Details | |||||||
| Whether the Audit Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07870578 | ASHOK OMPRAKASH AGRAWAL | Non-Executive - Independent Director | Chairperson | 20-02-2020 | ||
| 2 | 00972389 | PRAMOD FATEHPURIA | Non-Executive - Independent Director | Member | 30-05-2017 | ||
| 3 | 00035356 | KUSUM MITTAL | Non-Executive - Non Independent Director | Member | 23-11-2020 | 05-02-2021 | Textual Information(1) |
| 4 | 09055239 | DHARMENDRA SOLANKI | Non-Executive - Independent Director | Member | 05-02-2021 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Mrs. Kusum Mittal membership of the Audit Committe ceased w.e.f. 05.02.2021. |
| Textual Information(2) | Mr. Dharmendra Solanki was appointed as an member of Audit Committee w.e.f. 05.02.2021. |
Nomination and remuneration committee | |||||||
| Whether the Nomination and remuneration committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07870578 | ASHOK OMPRAKASH AGRAWAL | Non-Executive - Independent Director | Chairperson | 20-02-2020 | ||
| 2 | 00972389 | PRAMOD FATEHPURIA | Non-Executive - Independent Director | Member | 30-05-2017 | ||
| 3 | 00035356 | KUSUM MITTAL | Non-Executive - Non Independent Director | Member | 23-11-2020 | 05-02-2021 | Textual Information(1) |
| 4 | 09055239 | DHARMENDRA SOLANKI | Non-Executive - Independent Director | Member | 05-02-2021 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Mrs. Kusum Mittal membership of the Nomination & Remuneration committee ceased w.e.f. 05.02.2021. |
| Textual Information(2) | Mr. Dharmendra Solanki was appointed as an member of Nomination & Remuneration Committee w.e.f. 05.02.2021. |
Stakeholders Relationship Committee | |||||||
| Whether the Stakeholders Relationship Committee has a Regular Chairperson | Yes | ||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
| 1 | 07870578 | ASHOK OMPRAKASH AGRAWAL | Non-Executive - Independent Director | Chairperson | 16-10-2019 | ||
| 2 | 00972389 | PRAMOD FATEHPURIA | Non-Executive - Independent Director | Member | 20-02-2020 | ||
| 3 | 00035356 | KUSUM MITTAL | Non-Executive - Non Independent Director | Member | 23-11-2020 | 05-02-2021 | Textual Information(1) |
| 4 | 09055239 | DHARMENDRA SOLANKI | Non-Executive - Independent Director | Member | 05-02-2021 | Textual Information(2) | |
Sr Text Block | |
| Textual Information(1) | Mrs. Kusum Mittal membership of Stakeholders Relationship committee ceased w.e.f. 05.02.2021. |
| Textual Information(2) | Mr. Dharmendra Solanki was appointed as an member of Stakeholders Relationship Committee w.e.f. 05.02.2021. |
Risk Management Committee | |||||||
| Whether the Risk Management Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Corporate Social Responsibility Committee | |||||||
| Whether the Corporate Social Responsibility Committee has a Regular Chairperson | |||||||
| Sr | DIN Number | Name of Committee members | Category 1 of directors | Category 2 of directors | Date of Appointment | Date of Cessation | Remarks |
Other Committee | ||||||
| Sr | DIN Number | Name of Committee members | Name of other committee | Category 1 of directors | Category 2 of directors | Remarks |
| 1 | 07870578 | ASHOK OMPRAKASH AGRAWAL | INDEPENDENT DIRECTORS COMMITTEE | Non-Executive - Independent Director | Chairperson | |
| 2 | 00972389 | PRAMOD FATEHPURIA | INDEPENDENT DIRECTORS COMMITTEE | Non-Executive - Independent Director | Member | |
| 3 | 09055239 | DHARMENDRA SOLANKI | INDEPENDENT DIRECTORS COMMITTEE | Non-Executive - Independent Director | Member | Textual Information(1) |
Other Committee Text Block | |
| Textual Information(1) | Mr. Dharmendra Solanki was appointed as an member of Independent Directors Committee w.e.f. 05.02.2021. |
Annexure 1 | |||||||
Annexure 1 | |||||||
III. Meeting of Board of Directors | |||||||
| Disclosure of notes on meeting of board of directors explanatory | |||||||
| Sr | Date(s) of meeting (if any) in the previous quarter | Date(s) of meeting (if any) in the current quarter | Maximum gap between any two consecutive (in number of days) | Notes for not providing Date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | 06-11-2020 | Yes | 3 | 1 | |||
| 2 | 05-02-2021 | 90 | Yes | 3 | 1 | ||
Annexure 1 | ||||||||
IV. Meeting of Committees | ||||||||
| Disclosure of notes on meeting of committees explanatory | ||||||||
| Sr | Name of Committee | Date(s) of meeting (Enter dates of Previous quarter and Current quarter in chronological order) | Maximum gap between any two consecutive (in number of days) | Name of other committee | Reson for not providing date | Whether requirement of Quorum met (Yes/No) | Number of Directors present* | No. of Independent Directors attending the meeting* |
| 1 | Audit Committee | 06-11-2020 | Yes | 2 | 2 | |||
| 2 | Audit Committee | 05-02-2021 | 90 | Yes | 3 | 2 | ||
| 3 | Nomination and remuneration committee | 05-02-2021 | Yes | 3 | 2 | |||
| 4 | Stakeholders Relationship Committee | 05-02-2021 | Yes | 3 | 2 | |||
Annexure 1 | |||
V. Related Party Transactions | |||
| Sr | Subject | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 1 | Whether prior approval of audit committee obtained | Yes | |
| 2 | Whether shareholder approval obtained for material RPT | NA | |
| 3 | Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee | Yes | |
| Disclosure of notes on related party transactions | Textual Information(1) | ||
Text Block | |
| Textual Information(1) | No material related party transactions were entered during the year. Further transactions that were entered are in ordinary course of business and at arms lenth basis.
|
Annexure 1 | ||
VI. Affirmations | ||
| Sr | Subject | Compliance status (Yes/No) |
| 1 | The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015 | Yes |
| 2 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee | Yes |
| 3 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee | Yes |
| 4 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee | Yes |
| 5 | The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 500 listed entities) | NA |
| 6 | The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 7 | The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015. | Yes |
| 8 | This report and/or the report submitted in the previous quarter has been placed before Board of Directors. | Yes |
Annexure 1 | ||
| Sr | Subject | Compliance status |
| 1 | Name of signatory | Ayushi Silot |
| 2 | Designation | Company Secretary and Compliance Officer |
Text Block |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. | Web address |
| 1 | Details of business | Yes | http://medicaps.com/wp-content/uploads/2019/10/Amendments-to-MoA.pdf | |
| 2 | Terms and conditions of appointment of independent directors | Yes | http://medicaps.com/?page_id=7282 | |
| 3 | Composition of various committees of board of directors | Yes | http://medicaps.com/?page_id=6437 | |
| 4 | Code of conduct of board of directors and senior management personnel | Yes | http://medicaps.com/?page_id=7280 | |
| 5 | Details of establishment of vigil mechanism/ Whistle Blower policy | Yes | http://medicaps.com/?page_id=7280 | |
| 6 | Criteria of making payments to non-executive directors | Yes | http://medicaps.com/wp-content/uploads/2016/06/Remuneration-Policy.pdf | |
| 7 | Policy on dealing with related party transactions | Yes | http://medicaps.com/wp-content/uploads/2016/06/Related-party-transaction-Policy.pdf | |
| 8 | Policy for determining �material� subsidiaries | Yes | http://medicaps.com/wp-content/uploads/2016/06/Policy-for-determining-Material-Subsidiary.pdf | |
| 9 | Details of familiarization programmes imparted to independent directors | Yes | http://medicaps.com/wp-content/uploads/2016/06/Familarization-Programe-of-IDs.pdf | |
Annexure II | ||||
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year) | ||||
I. Disclosure on website in terms of Listing Regulations | ||||
| Sr | Item | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. | Web address |
| 10 | Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances | Yes | http://medicaps.com/?page_id=7724 | |
| 11 | email address for grievance redressal and other relevant details | Yes | http://medicaps.com/?page_id=7724 | |
| 12 | Financial results | Yes | http://medicaps.com/?page_id=7347 | |
| 13 | Shareholding pattern | Yes | http://medicaps.com/?page_id=7267 | |
| 14 | Details of agreements entered into with the media companies and/or their associates | NA | ||
| 15 | Schedule of analyst or institutional investor meet and presentations made by the listed entity to analysts or institutional investors simultaneously with submission to stock exchange | NA | ||
| 16 | New name and the old name of the listed entity | NA | ||
| 17 | Advertisements as per regulation 47 (1) | Yes | http://medicaps.com/?page_id=6791 | |
| 18 | Credit rating or revision in credit rating obtained | NA | ||
| 19 | Separate audited financial statements of each subsidiary of the listed entity in respect of a relevant financial year | Yes | http://medicaps.com/?page_id=7256 | |
| 20 | Whether company has provided information under separate section on its website as per Regulation 46(2) | Yes | http://medicaps.com/?page_id=7280 | |
| 21 | Materiality Policy as per Regulation 30 | Yes | http://medicaps.com/?page_id=7280 | |
| 22 | Dividend Distribution policy as per Regulation 43A (as applicable) | NA | ||
| 23 | It is certified that these contents on the website of the listed entity are correct | Yes | www.medicaps.com | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 1 | Independent director(s) have been appointed in terms of specified criteria of �independence� and/or �eligibility� | 16(1)(b) & 25(6) | Yes | |
| 2 | Board composition | 17(1), 17(1A) & 17(1B) | Yes | |
| 3 | Meeting of Board of directors | 17(2) | Yes | |
| 4 | Quorum of Board meeting | 17(2A) | Yes | |
| 5 | Review of Compliance Reports | 17(3) | Yes | |
| 6 | Plans for orderly succession for appointments | 17(4) | Yes | |
| 7 | Code of Conduct | 17(5) | Yes | |
| 8 | Fees/compensation | 17(6) | Yes | |
| 9 | Minimum Information | 17(7) | Yes | |
| 10 | Compliance Certificate | 17(8) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 11 | Risk Assessment & Management | 17(9) | Yes | |
| 12 | Performance Evaluation of Independent Directors | 17(10) | Yes | |
| 13 | Recommendation of Board | 17(11) | Yes | |
| 14 | Maximum number of Directorships | 17A | Yes | |
| 15 | Composition of Audit Committee | 18(1) | Yes | |
| 16 | Meeting of Audit Committee | 18(2) | Yes | |
| 17 | Composition of nomination & remuneration committee | 19(1) & (2) | Yes | |
| 18 | Quorum of Nomination and Remuneration Committee meeting | 19(2A) | Yes | |
| 19 | Meeting of Nomination and Remuneration Committee | 19(3A) | Yes | |
| 20 | Composition of Stakeholder Relationship Committee | 20(1), 20(2) & 20(2A) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 21 | Meeting of Stakeholders Relationship Committee | 20(3A) | Yes | |
| 22 | Composition and role of risk management committee | 21(1),(2),(3),(4) | NA | |
| 23 | Meeting of Risk Management Committee | 21(3A) | NA | |
| 24 | Vigil Mechanism | 22 | Yes | |
| 25 | Policy for related party Transaction | 23(1),(1A),(5),(6),(7) & (8) | Yes | |
| 26 | Prior or Omnibus approval of Audit Committee for all related party transactions | 23(2), (3) | Yes | |
| 27 | Approval for material related party transactions | 23(4) | NA | |
| 28 | Disclosure of related party transactions on consolidated basis | 23(9) | Yes | |
| 29 | Composition of Board of Directors of unlisted material Subsidiary | 24(1) | Yes | |
| 30 | Other Corporate Governance requirements with respect to subsidiary of listed entity | 24(2),(3),(4),(5) & (6) | Yes | |
Annexure II | ||||
II. Annual Affirmations | ||||
| Sr | Particulars | Regulation Number | Compliance status (Yes/No/NA) | If status is �No� details of non-compliance may be given here. |
| 31 | Annual Secretarial Compliance Report | 24(A) | Yes | |
| 32 | Alternate Director to Independent Director | 25(1) | Yes | |
| 33 | Maximum Tenure | 25(2) | Yes | |
| 34 | Meeting of independent directors | 25(3) & (4) | Yes | |
| 35 | Familiarization of independent directors | 25(7) | Yes | |
| 36 | Declaration from Independent Director | 25(8) & (9) | Yes | |
| 37 | D & O Insurance for Independent Directors | 25(10) | NA | |
| 38 | Memberships in Committees | 26(1) | Yes | |
| 39 | Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel | 26(3) | Yes | |
| 40 | Disclosure of Shareholding by Non-Executive Directors | 26(4) | Yes | |
| 41 | Policy with respect to Obligations of directors and senior management | 26(2) & 26(5) | Yes | |
| Any other information to be provided - Add Notes | ||||
Annexure II | ||
| 1 | Name of signatory | Ayushi Silot |
| 2 | Designation | Company Secretary and Compliance Officer |
Annexure II | |||
III. Affirmations | |||
| Sr | Particulars | Compliance status (Yes/No/NA) | |
| 1 | The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied | Yes | |
| Any other information to be provided | |||
Annexure II | ||
| 1 | Name of signatory | Ayushi Silot |
| 2 | Designation | Company Secretary and Compliance Officer |
Signatory Details | |
| Name of signatory | Ayushi Silot |
| Designation of person | Company Secretary and Compliance Officer |
| Place | Indore |
| Date | 13-04-2021 |