To, 
The Members 
MEDICO REMEDIES LIMITED 
The Board of Directors take pleasure in presenting the 29th
Annual Report of Medico Remedies Limited ("Company") together with the Audited
Financial Statements for the Financial Year ("FY") ended 31st March,
2023. 

1. FINANCIAL HIGHLIGHTS 

  

    
Particulars
    
FY 2022-23
    
FY 2021-22
  
  

    
Total Income
    
14,438
    
12,305
  
  

    
Total Expenses
    
13,429
    
11,657
  
  

    
Profit Before Tax
    
1,010
    
648
  
  

    
Provision for Tax
    
286
    
167
  
  

    
Profit After Tax
    
724
    
481
  


2. OVERVIEW OF COMPANY'S PERFORMANCE 
During the year under review, the Company has recorded total turnover
of Rs. 14,044 Lakhs (PY Rs. 12,102 Lakhs). The Net profit after tax of the Company, for FY
under review is Rs. 724 Lakhs (PY Rs. 481 Lakhs). 

3. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3)(J) OF THE
COMPANIES ACT, 2013 
The Company has not transferred any amount to General Reserves for the
FY 2022-23. 

4. DIVIDEND 
The Directors have not recommended any dividend for the FY 2022-23. 

5. CHANGE IN NATURE OF BUSINESS 
There was no change in nature of business of the Company during the FY
under review. 

6. PUBLIC DEPOSITS 
During the FY under review, the Company has not accepted any deposits
from the public and as such, there are no outstanding deposits within the purview of
section 73 of the Companies Act, 2013 and rules made thereunder. 

7. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY 
As on 31st March, 2023, the Company does not have any
Subsidiary, Joint venture or Associate Companies. 

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THE FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT 
There are no material changes and commitments affecting the financial
position of the company which have occurred between the end of the financial year to which
the financial statement relates and the date of the report. 

9. ANNUAL RETURN 
The Annual Return pursuant to Section 92(3) read with Section 134(3)(a)
of the Act is available on Company's website at
https://medicoremedies.com/annual.html 

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL 
a) Composition of the Board 
The Board is constituted in accordance with the requirements of the Act
read with SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"). 
During the FY under review, no changes took place in the composition of
the Board. 
b) Appointment/Re-appointment of Directors in AGM 
In terms of provisions of the Companies Act, 2013, Mr. Harshit Mehta
(DIN: 05144280), will retire by rotation at the ensuing Annual General Meeting in
pursuance of Section 152 of the Act and being eligible, offers himself for re-appointment.
The Board of Directors of the Company ("the Board") recommends his
re-appointment for your approval. 
Pursuant to Members' resolution dated 21st June, 2022
passed by way of postal ballot, Mr. Deepesh Shah (DIN: 07321104) is appointed as an
Independent Director of the Company for a period of five (5) years w.e.f. 22nd
April, 2022 till 24th April, 2027. 
The term of Mr. Haresh Mehta (DIN: 01080289), as the Chairman &
Whole-Time Director of the Company will expire on 16th September, 2023. The Board at their
meeting held on 20th July, 2023, on recommendation of Nomination and Remuneration
Committee, has, approved the re-appointment of Mr. Haresh Mehta as the Chairman &
Whole-Time Director, for a further period of 3 (three) years from the expiry of his
present term i.e. with effect from 17th September, 2023 and hold office upto 17th
September, 2026. The Board recommends his re-appointment for your approval. 
The term of Mr. Rishit Mehta (DIN: 07121224) as the Whole-Time Director
of the Company will expire on 16th September, 2023. The Board at their meeting held on
20th July, 2023, on recommendation of Nomination and Remuneration Committee, has, approved
the re-appointment of Mr. Haresh Mehta as the Chairman & Whole-Time Director, for a
further period of 3 (three) years from the expiry of his present term i.e. with effect
from 17th September, 2023 and hold office upto 17th September, 2026. The Board recommends
his re-appointment for your approval. 
As stipulated under the Regulation 36(3) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, brief resume of the Directors
proposed to be appointed/re-appointed is given in the Notice convening 29th
Annual General Meeting. 

Key Managerial Personnel 
Pursuant to the provisions of Sections 2(51), and 203 of the Act, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.
Harshit Mehta, Managing Director, Mr. Haresh Mehta, Chief Financial Officer and Mr. Dinesh
Modi, Company Secretary are the Key Managerial Personnel of the Company as on 31st
March, 2023. 

c) Declaration by Independent Director(s) 
The Company has received declarations from all the Independent
Directors of the Company affirming compliance with the criteria of independence laid under
the provisions of Section 149(6) of the Act and under Regulation 16 (1)(b) of Listing
Regulations. 

d) Board Meetings 
During the year under review, the Company held Six Board Meetings and a
separate meeting of Independent Directors. The details of meetings of the Board are
provided in the Report on Corporate Governance which forms part of this Annual Report. The
maximum interval between any two meetings did not exceed the gap prescribed under the Act
read with Circulars issued thereunder. 

e) Performance Evaluation of the Board 
Pursuant to the provisions of the Act, and Regulation 17 of the SEBI
(Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has
carried out an annual evaluation of its own performance, the directors individually, as
well as the evaluation of the working of its committees. 
At the meeting of the Board all the relevant factors, that are material
for evaluating the performance of Individual Directors, the Board and its various
committees were discussed in detail. Various aspects of the Board's functioning such as
adequacy of the composition of the Board and its Committees, execution and performance of
specific duties, obligations and governance etc. were taken into consideration. 
A separate exercise was carried out to evaluate the performance of
individual Directors, who were evaluated on parameters such as level of engagement and
contribution, independence of judgment, safeguarding the interest of the Company and its
minority shareholders etc. The performance evaluation of the independent Directors was
carried out by the entire Board. 
The performance evaluation of the Chairman and non-independent
Directors was also carried out by the Independent Directors at their separate meeting. The
Directors expressed their satisfaction with the evaluation process. 

f) Committees of the Board 
The Board has constituted a set of committees in accordance with the
requirements of the Act. The Board supervises the execution of its responsibilities by the
Committees and is responsible for their action. The statutorily mandated committees
constituted under the provisions of the Act and Listing Regulations are Audit Committee,
Nomination and Remuneration Committee and Stakeholders' Relationship Committee. 
The composition, terms of reference and other such necessary details of
these Board level committees are provided in the Corporate Governance Report forming part
of this Annual Report. 

g) Nomination and Remuneration policy 
Pursuant to the Provision of Section 178 of the Companies Act, 2013 and
Regulation 19 of Listing Regulation and on recommendation of the Nomination and
Remuneration Committee, the Board of Directors has adopted a policy on Criteria for
Selection and Appointment of Directors, Senior Management Personnel and their
remuneration. Nomination and Remuneration policy is applicable to all Directors, Key
Managerial Personnel (KMP), Senior Management team and other employees of the Company and
the same is available on the Company's Website at
https://medicoremedies.com/pdf/policy-of-appointment-medico_final.pdf 

h) Vigil Mechanism 
As per the provisions of Section 177(9) of the Act, the Company has
established a Vigil Mechanism for Directors and Employees by formulating Whistle Blower
Policy to report genuine concerns about unethical behaviour, actual or suspected fraud or
violation of the Code of Conduct without fear of reprisal. The said policy can be accessed
on the Company's website at https://medicoremedies.com/pdf/Whistle%20Blower%20Policy.pdf 

11. DIRECTORS' RESPONSIBILITY STATEMENT: 
The Board of Directors acknowledge the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 in the preparation of annual accounts for the year ended on 31st
March 2023 and confirm that: 
a. in the preparation of the annual accounts, for financial year
2022-23, the applicable accounting standards had been followed and there are no material
departures from the same; 
b. 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 at the end of the
financial year and of the profit of the company for that period; 
c. the directors had 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; 
d. the directors had prepared the annual accounts on a going concern
basis; 
e. 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; and 
f. 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. 

12. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING: 
In compliance with the provisions of the Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has
formulated and adopted the "Code of Conduct to regulate, monitor and report trading
by designated persons in Listed or Proposed to be Listed Securities" of the Company
("the Insider Trading Code"). The object of the Insider Trading Code is to set
framework, rules and procedures which all concerned persons should follow, while trading
in listed or proposed to be listed securities of the Company. 
The Company has also adopted the Code of Practice and Procedures for
Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line
with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018 and formulated
a Policy for determination of ‘legitimate purposes' as a part of the Code. The
Code also includes policy and procedures for inquiry in case of leakage of Unpublished
Price Sensitive Information (UPSI) and aims at preventing misuse of UPSI. The Code is
available on the Company's website at
https://medicoremedies.com/pdf/codeofpractices.pdf 
The Company Secretary appointed serve as the Compliance Officer to
ensure compliance and effective implementation of the Insider Trading Code. Matters
related to insider trading code are reported to the Audit Committee. 

13. RISK MANAGEMENT 
The Company implemented an integrated risk management approach through
which it reviews and assesses significant risks on a regular basis to ensure that a robust
system on risk controls and mitigation is in place. Senior management periodically reviews
this risk management framework to keep update and address emerging challenges. 

14. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES 
In accordance with the Section 135 of the Companies Act, 2013
("the Act"), all the Companies having net worth of Rs. 500 crore or more, or a
turnover of Rs. 1000 crores or more or net profit of Rs. 5 crores or more during the
immediate preceding financial year, are required to spend 2% of the average profits of
last three preceding Financial years on Corporate Social Responsibility ("CSR")
activities. The provisions of Section 135 of the Act are applicable to your company since
your Company had a net profit of Rs. 5 crores or more during the immediate preceding
financial year i.e. during the FY 2021-22. 
As a part of its initiative under the CSR drive, the Company has
undertaken projects in accordance with Schedule VII of the Act and the Company's CSR
Policy. The CSR Policy is available on the Company's website at
https://medicoremedies.com/csr.html.The Report on CSR activities as required under the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed and marked as Annexure
- I which forms integral part of this Report. 

15. AUDITORS 
a) Statutory Auditors & their Report: 
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s V. J. Shah & Co., Chartered Accountants, Mumbai (Registration
no. 109823W) were re-appointed as Statutory Auditors of the Company in 26th AGM
held on 30th September, 2020 to hold office for a further tenure of 5 (five)
consecutive years from the conclusion of 26th AGM till the conclusion of the 31st
AGM of the Company to be held in the calendar year 2025.The Company has received a
confirmation from them to the effect that their appointment for the FY 22-23 is within the
prescribed limits U/S 141 of the Companies Act, 2013 and the Rules framed thereunder. 
Further the Auditors' Report for the financial year ended, 31st
March, 2023 is annexed herewith for your kind perusal and information. No observations or
comments have been given by the Auditors in their report read together with notes to
Accounts and hence it do not call for any further comments under section 134 of the
Companies Act, 2013. 

b) Secretarial Auditor & their Report: 
Pursuant to the provisions of Section 204 of the Act, and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, (as amended) the
Company has appointed Mr. Haresh Sanghvi, Practising Company Secretary (CoP No. 3675), for
conducting Secretarial Audit of the Company for the financial year ended on 31st
March, 2023. 
The Secretarial Audit Report for the financial year ended 31st March,
2023 is annexed herewith and marked as ‘Annexure II' to this Report. In
the Report, the Secretarial Auditor has observed the following: 

i. Section 152 of the Companies Act, 2013 Delay in filing e-Form DIR-12
vide SRN F09646142 dated 27th June, 2022 after payment of additional fees, for
change in 
Designation of Mr. Deepesh Shah from "Additional Independent
Director" to "Independent Director". 

Director Comments: 
The delay caused was due to opted Postal Ballot Voting Process whereas
the 30 days voting period overlapped the due date of filing e-Form DIR-12 in this regard. 

Annual Secretarial Compliance Report 
The Company has undertaken an audit for the Financial Year 2022-23 for
all applicable compliances as per SEBI Regulations and Circulars/Guidelines issued
thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Haresh Sanghvi has
been submitted to the Stock Exchanges and is annexed herewith and marked as "Annexure-
III" to this Report. 

c) Internal Auditor & their reports 
Pursuant to the provisions of Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, the Company has appointed M/s. T. K. Shah &
Associates, Chartered Accountants as the Internal Auditor of the Company. 
The Internal Audit reports are reviewed by the Audit Committee on
periodic basis. d) Reporting of fraud by Auditors 
During the FY under review, the Auditors of the Company have not
identified or reported any fraud as specified under Section 143(12) of the Companies Act,
2013 to the Audit Committee. 

16. MAINTENANCE OF COST RECORDS 
As per Section 148 of the Companies Act, 2013, read with the Companies
(Cost Records and Audit) Rules, 2014, your Company is required to only maintain cost
records and accordingly, such accounts and records are maintained. 

17. INTERNAL FINANCIAL CONTROLS 
The Company has in place adequate internal financial controls with
reference to the financial statements. Internal audits are undertaken on a quarterly basis
by Internal Auditors covering all units and business operations to independently validate
the existing controls. Reports of the Internal Auditors are regularly reviewed by the
management and corrective action is initiated to strengthen the controls and enhance the
effectiveness of the existing systems. 
The Audit Committee evaluates the efficiency and adequacy of the
financial control system in the company and strives to maintain the standards in the
internal financial controls. 

18. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS 
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under review and hence the
said provision is not applicable. 

19. PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED 
PARTIES 
All transactions entered into with related parties during the FY were
in the ordinary course of business and on arm's length pricing basis and do not
attract the provisions of
Section 188 of the Act. There were no materially significant
transactions with the related parties during the financial year which were in conflict
with the interest of the Company and hence, enclosing of Form AOC-2 is not required.
Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the
notes to the Financial Statements. 

20. SHARE CAPITAL: 
Sub Division/ Split of Equity Shares 
During the year, the proposal of sub-division of Company's 1 (One)
equity share of face value of Rs. 10/- each (Rupees Ten Only) into 5 (Five) equity shares
of face value of Rs. 2/- each (Rupees Two Only) was approved by the shareholders of the
Company vide Postal Ballot on 4th March, 2023 and consequent amendment in the
existing Capital Clause V of the Memorandum of Association (MOA) of the Company was made. 
After the requisite approvals from the Exchanges i.e BSE and NSE and
depositories NSDL and CDSL, the new ISIN i.e. INE630Y01024 has been allotted to the
Company. 
The effect of change in face value of the share was reflected on the
share price at the Stock Exchanges where the Company is listed at the time of stock split
with effect from 16th March, 2023 (i.e. ex-record date). 
Subsequently after sub-division of equity shares, the authorised share
capital of the Company stood at Rs. 17,00,00,000/- (Rupees Seventeen Crores Only)
consisting of 8,50,00,000 equity shares of Rs. 2/- each (Rupees Two Only) and paid-up
share capital of the Company was Rs. 16,59,68,000/- (Rupees Sixteen Crores Fifty Nine
Lakhs Sixty Eight Thousand Only) consisting of 8,29,84,000 equity shares of Rs. 2/- each
(Rupees Two Only). 

Buy Back of Securities/ Sweat Equity/Employees Stock Option Plan 
During the FY under review, the Company has not issued nor bought back
any of its securities or issued any Sweat Equity Shares or provided any Stock Option
Scheme to the employees. 

21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN 
EXCHANGE EARNINGS AND OUTGO: 
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under section 134(3)(m) of the Act read
with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed herewith and marked as 

"Annexure- IV" 

22. PARTICULARS OF EMPLOYEES: 
Disclosures pertaining to remuneration and other details as required
under section 197(12) of the Act read with Rule 5(1) and 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is forming part of the
Directors' Report for the year ended 31st March, 2023 and is attached to this
Report and marked as 

"Annexure- V". 
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management
Personnel) Rules, 204, there are no employees drawing remuneration in excess of the limits
set out in the said rules. 

23. REPORT ON CORPORATE GOVERNANCE 
Report on Corporate Governance and Certificate of the Auditors of the
Company regarding compliance of the conditions of Corporate Governance as stipulated in
Part C of Schedule V of the Listing Regulations are provided in a separate section forming
part of this Annual Report. 

24. MANAGEMENT DISCUSSION AND ANALYSIS REPORT 
Pursuant to Regulation 34 of the Listing Regulations, the Management
Discussion and Analysis Report for the year under review, forms an integral part of this
Annual Report. 

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT 
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 
The Company has always believed in providing a safe and harassment free
workplace for every individual working in the Company's premises through various
practices and always endeavors to provide an environment that is free from discrimination.
All employees are treated with dignity with a view to maintain a work environment free of
sexual harassment whether physical, verbal or psychological. The Company also ensures all
allegations of sexual harassment are investigated and dealt with effectively and
appropriately. 
Your Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st
March, 2023, the Company has not received any complaints of sexual harassment. 

26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS 
OR COURTS OR TRIBUNALS 
There were no significant and material orders passed by the regulators
or courts or Tribunals impacting the going concern status and Company's operation in
future. 

27. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING 
UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC, 2016) DURING THE YEAR
ALONG WITH STATUS AT THE END OF THE FINANCIAL YEAR 
The Company has not made any application nor any proceeding is pending
against the company under IBC, 2016. 

28. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION 
DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS ALONG WITH REASONS THEREOF 
Since the Company has not entered into any One Time Settlement with
Banks or Financial Institutions, furnishing details in this regard, is not applicable. 

29. STATUTORY COMPLIANCE 
The Company has complied with all the statutory requirements. A
declaration regarding compliance of the provisions of the various statutes is also made by
the Managing Director. The Company ensures compliance of the Companies Act, 2013; SEBI
(Listing Obligation and Disclosure Requirements) Regulations, 2015 and various statutory
authorities on quarterly basis in the Board Meeting. 

Compliance with Secretarial Standards 
During the year under review, the Company has complied with all the
applicable mandatory Secretarial Standards. 

30. APPRECIATION & ACKNOWLEDGEMENTS: 
The Board of Directors would like to express their sincere appreciation
for the commitment, dedication and hard work done by the employees. The Directors take
this opportunity to express their grateful appreciation for the encouragement, cooperation
and support received from all the stakeholders including but not limited to the Government
authorities, bankers, customers, suppliers and business associates. The Directors are
thankful to the esteemed shareholders for their continued support and the confidence
reposed in the Company and its management. 

  

    

    
For and on behalf of the Board
  
  

    

    
Sd/-
  
  

    

    
Haresh Mehta
  
  

    

    
Chairman & Whole-Time Director
  
  

    

    
DIN: 01080289
  
  

    
Date: 11th May, 2023
    

  
  

    
Place: Mumbai