UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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NEMAURA MEDICAL INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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NEMAURA MEDICAL INC.
Advanced Technology Innovation Centre
Loughborough University Science and Enterprise Parks
5 Oakwood Drive
Loughborough, Leicestershire
United Kingdom
NOTICE OF VIRTUAL ANNUAL MEETING OF STOCKHOLDERS
to be held on March 22, 2019
TO THE STOCKHOLDERS OF
NEMAURA MEDICAL INC.:Nemaura Medical Inc., a Nevada corporation (the “Company”) is holding a Virtual Annual Meeting of the stockholdersStockholders (the “Annual Meeting”) on Wednesday, August 25, 2021, at 9:00 a.m., Eastern time, at www.virtualshareholdermeeting.com/NMRD2021 for the following purposes:
| 1. | To elect five directors; |
| 2. | To ratify the appointment of Mayer Hoffman McCann P.C., as the Company’s independent accountants, for the fiscal year ending March 31, 2022; and |
| 3. | To transact any other business as may properly be presented at the Annual Meeting or any adjournment thereof. |
All holders of common stock of record at the close of business on July 1, 2021 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment thereof.
The Board of Directors of the Company has authorized the solicitation of proxies. Unless otherwise directed, the proxies will be voted FOR the election of the nominees listed in the attached Proxy Statement to be members of the Board of Directors of the Company; and FOR ratification of Mayer Hoffman McCann P.C.’s appointment and on other business that may properly come before the Annual Meeting, as the named proxies in their best judgment shall decide.
Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, we encourage you to read the Proxy Statement and submit your proxy as soon as possible. You may submit your proxy for the Annual Meeting by completing, signing, dating and returning your proxy in the pre-addressed envelope provided.
By Order of the Board of Directors,
/s/ Dewan Fazlul Hoque Chowdhury
Dewan Fazlul Hoque Chowdhury
Chairman of the Board
Dated: July 13, 2021
NEMAURA MEDICAL INC.
Advanced Technology Innovation Centre
Loughborough University Science and Enterprise Parks
5 Oakwood Drive
Loughborough, Leicestershire LE11 3QF
United Kingdom
_____________________________
PROXY STATEMENT
_____________________________
Important Notice Regarding the Availability of Proxy Materials for the Annual Stockholders
Meeting to Be Held on August 25, 2021
The proxy statement and annual report to stockholders for the fiscal year ended March 31, 2021 are available at www.proxyvote.com.
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Nemaura Medical Inc., a Nevada corporation (the “Company”“Company,” “Nemaura,” “we,” “our” or “us”), will be held on March 22, 2019, at 9 a.m., local time, at Advanced Technology Innovation Centre, Loughborough University Science and Enterprise Parks, 5 Oakwood Drive, Loughborough, Leicestershire, LE11 3QF, United Kingdom, for the following purposes:
We will bear the entire costcosts of preparing, assembling, printingour solicitation of proxies. In addition to the use of the mail, proxies may be solicited by electronic mail, personal interview, telephone, telegram and mailingtelefax by our directors, officers and employees. Arrangements will also be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of stock held of record by such persons, and we may reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.
This Proxy Statement, the Notice of Annual Meeting, and accompanying proxy are being furnished to holders of our common stock, par value $0.001 per share, at the close of business on July 1, 2021 (the “Record Date”), the record date for the Annual Meeting. Web links and addresses contained in this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of this Proxy Statement.
On or about July 13, 2021, this Proxy Statement, the accompanying proxy card and the Company’s 2018 annual report, and any additional material that may be furnished to stockholders. Island Stock Transfer has been engaged to solicit proxies and distribute materials to brokers, banks, custodians, and other nominee holders for forwarding to beneficial owners of the Company’s common stock. The Company will pay Island Stock Transfer approximately $4,500 for these services and reimburse certain of its expense. Proxies also may be solicited through the mails or direct communication with certain stockholders or their representatives by officers, directors, or employees of the Company, who will receive no additional compensation therefor.
GENERAL INFORMATION ABOUT VOTING
Record Date, Outstanding Shares, and Voting Rights
As of February 11, 2019,July 1, 2021, the record date for the meeting,virtual Annual Meeting, the Company had outstanding 207,539,55923,308,049 shares of common stock, par value $0.001 per share (the “Common Stock”).stock. Each share of Common Stockcommon stock entitles its holder to one vote.
Voting Procedures; Revoking Proxies
You may vote your proxy by completing, dating, signing, and mailing the accompanying form of proxy in the return envelope provided or by telephone or Internet by following the instructions on the form of proxy. The persons authorized by any of those means to vote your shares will vote them as you specify or, in absence of your specification, as stated on the form of proxy. Abstentions and broker non-votes have no effect on the proposals being voted upon
You may revoke any proxy by notifying the Company in writing at the above address, ATTN:Attention: Secretary, or by voting a subsequent proxy or in personvirtually at the meeting.virtual Annual Meeting.
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Required Votes
The directors under Proposal 1 will be elected by a plurality of votes cast.
Proposal 2 shall be approved upon the vote of a majority of shares entitled to vote and present in person or represented by proxy at the meeting.virtual Annual Meeting. An abstention with respect to Proposal 2 will have the effect of a vote “AGAINST” such proposal.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of the Company’s Common Stock,common stock, as of February 11, 2019,July 1, 2021, the record date of the meeting,Annual Meeting, by each of the Company’s directors, nominees for director, and executive officers; all executive officers and directors as a group,group; and each person known to the Company to own beneficially more than 5% of Company’s Common Stock.common stock. Except as otherwise noted, the persons identified have sole voting and investment powers with respect to their shares.
| Common Stock | ||||||||
| Name and Address of Beneficial Owner (1) | Number of Shares (2) | Percent of Class | ||||||
Chowdhury, Dewan F.H. Chief Executive Officer, President, Chief Financial Officer and Chairman | 87,537,000 | 43 | % | |||||
Timol, Bashir Chief Business Officer, Director | 27,082,100 | 13 | % | |||||
Timothy Johnson Director | 0 | 0 | ||||||
Salim Natha Director | 4,006,389 | 2 | % | |||||
Thomas Moore Director | 0 | 0 | ||||||
| All Directors and Executive Officers as a Group (five persons) | 118,625,489 | 58 | % | |||||
| Holders of 5% or more of our Common Stock | ||||||||
| Sufyan Ismail | 22,705,250 | 11 | % | |||||
| Common Stock | ||||||||
| Name and Address of Beneficial Owner (1) | Number of Shares (2) | Percent of Class (3) | ||||||
| Named Executive Officers and Directors: | ||||||||
| Dewan F.H. Chowdhury | 8,753,700 | 38.0 | % | |||||
| Justin Mclarney | -- | -- | ||||||
| Bashir Timol | 2,708,210 | 11.6 | % | |||||
| Timothy Johnson | -- | -- | ||||||
| Salim Natha | 400,640 | 1.7 | % | |||||
| Thomas Moore | -- | -- | ||||||
| All Executive Officers and Directors as a Group (6 persons) | 11,862,550 | 50.9 | % | |||||
| Holders of 5% or more of our Common Stock: | ||||||||
| Sufyan Ismail | 2,270,525 | 9.7 | % | |||||
| (1) | Unless otherwise noted, the principal address of each of the stockholders, directors and officers listed |
| (2) | The persons named in this table have sole voting and investment power with respect to all shares of | |
| (3) | Based on 23,308,049 shares of common stock outstanding as of the Record Date. |
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PROPOSAL 1
ELECTION OF DIRECTORS
Nominees of the Board of Directors
The Board has nominated the persons identified below for election as directors, to serve until the next annual meeting at which time their successors have been elected and qualified. Directors are elected by a plurality of votes cast. If any nominee becomes unavailable for election, which is not expected, the persons named in the accompanying proxy intend to vote for any substitute whom the Board nominates.
| Name | Age | Has | |||
| Dewan Fazlul Hoque Chowdhury | Chief Executive Officer, President | December 24, 2013 | |||
| Bashir Timol | Chief Business Officer, Director | December 24, 2013 | |||
| Thomas Moore | Independent Director | August 3, 2017 | |||
| Dr. Salim Natha | Independent Director | July 26, 2017 | |||
| Timothy Johnson | Independent Director | July 17, 2017 |
Dewan Fazlul Hoque Chowdhury
Dr. Chowdhury originally trained as a pharmaceutical scientist and has an MSc in Microsystems and Nanotechnology from Cranfield University, and a Doctorate from the University of Oxford on nano-drug delivery. His experience in the Pharmaceutical Industry includes product development; manufacturing; and technical and corporate management.
Bashir Timol
. Mr. Timol hasThomas Moore. Mr. JohnsonMoore was elected as a director of the Company in JulyAugust 2017. He is currently servingworking as a director, tax consultant and co-owner of a tax consultancy and pensions administration business (WestBridge), having built up three decades of experience in executive positionsaccounting and consulting fields at leading accounting firms including Grant Thornton, KPMG and PricewaterhouseCoopers. Throughout the last five years, Mr. Moore has held his current role with Obsidian since May 2017 and before that was a Director with Grant Thornton UK PLC. He is a practicing Chartered Tax Adviser and earned his first-class Bachelor of Arts in Diagnostax advisory, EQIQFrench and Protech Professional. Mr. Johnson received his first class Masters of Science in Mathematics and PhysicsRussian from the University of Manchester,Northumbria, UK.
Salim Natha
. Dr. Natha was elected as a directorTimothy Johnson.
Mr.| 3 |
Family Relationships
There are no family relationships between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
None.
Director Independence
The Board has reviewed the independence of our directors, applying the independence standards of The NASDAQ independence standards.Stock Market (“NASDAQ”). Based on this review, the Board determined that each of ThomasMessrs. Moore and Johnson and Dr. Salim Natha and Timothy Johnson are independent within the meaning of the NASDAQ rules. In making this determination, our Board considered the relationships that each of these non-employee directors has with us and all other facts and circumstances our Board deemed relevant in determining their independence. As required under applicable NASDAQ rules, we anticipate that our independent directors will meet on a regular basis as often as necessary to fulfilfulfill their responsibilities, including at least annually in executive session without the presence of non-independent directors and management.
Board Operations
Dr. Chowdhury holds the positions of chief executive officerChief Executive Officer and chairmanChairman of the Board. The Board believes that Mr.Dr. Chowdhury’s services as both chief executive officerChief Executive Officer and chairmanChairman of the Board is in the best interest of the Company and its stockholders. Mr.Dr. Chowdhury possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in its business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters relating to the business of the Company. His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently to the Company’s stockholders, employees and customers. Mr.Dr. Chowdhury chairs the Board and stockholder meetings and participates in preparing their agendas. The Board has not designated a lead director. Given the limited number of directors comprising the Board, the independent directors call, plan, and chairs their executive sessions collaboratively and, between board meetings, communicate with management and one another directly. Under these circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all currently participate might detract from rather than enhance performance of their responsibilities as directors. directors. The Company believes that these arrangements afford the independent directors sufficient resources to supervise management effectively, without being overly engaged in day-to-day operations.
Risk Oversight
Management is responsible for assessing and managing risk, subject to oversight by the Board. The Board oversees our risk management policies and risk appetite, including operational risks and risks relating to our business strategy and transactions. Various committees of the Board assist the Board in this oversight responsibility in their respective areas of expertise as set forth below:
| · | The Audit Committee assists the Board with the oversight of our financial reporting, independent auditors and internal controls. It is charged with identifying any flaws in business management and recommending remedies, detecting fraud risks and implementing anti-fraud measures. The Audit Committee further discusses the Company’s policies with respect to risk assessment and management with respect to financial reporting. |
| · | The Compensation Committee oversees compensation, retention, succession and other human resources-related issues and risks. |
| · | The Corporate Governance and Nominating Committee overviews risks relating to our governance policies and initiatives. |
Code of the meetings of the Board of Directors and Board committees of which the director was a member. The Board took action by unanimous written consent 5 times during fiscal year ended March 31, 2018.
The Board has adopted a code of ethics applicable to the Company’s directors, officers, and employees. The code of ethics is available at the Company’s website, www.nemauramedical.com.
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Board Meetings & Board Committees
The Board held three meetings during the fiscal year ended March 31, 2021. During the fiscal year ended March 31, 2021, no director attended fewer than 75% of the meetings of the Board of Directors and Board committees of which the director was a member. The Board took action by unanimous written consent one time during the fiscal year ended March 31, 2021.
It is the policy of the Board that all directors should attend annual meetings of stockholders in person or by teleconference. All directors attended the 2020 annual meeting of stockholders.
Our Board has established three standing committees in connection with the discharge of its responsibilities. These committees include anresponsibilities: the Audit Committee, athe Compensation Committee and athe Corporate Governance and Nominating Committee. Our Board has adopted written charters for each of these committees. Copies of the charters are available on our website, www.nemauramedical.com. Our Board may establish other committees as it deems necessary or appropriate from time to time.
Audit Committee
The Audit Committee was established on July 26, 2017 and is comprised of our independent directors: TimothyMr. Johnson Chair, Thomas(Chair), Mr. Moore and Dr. Salim Natha. Mr. Johnson qualifies as the Audit Committeean audit committee financial expert as defined in Item 407(d)(5) of Regulation S-K promulgated under the Securities Act.
According to its charter, the Audit Committee consists of at least three members, each of whom shall be a non-employee director who has been determined by the Board to meet the independence requirements of NASDAQ, and also Rule 10A-3(b)(1) of the SEC, subject to the exemptions provided in Rule 10A-3(c). The Audit Committee Chartercharter describes the primary functions of the Audit Committee, including the following:
| · | oversee the Company’s accounting and financial reporting processes; |
| · | oversee audits of the Company’s financial statements; |
| · | discuss policies with respect to risk assessment and risk management, and discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures; |
| · | review and discuss with management the Company’s audited financial statements and review with management and the Company’s independent registered public accounting firm the Company’s financial statements prior to the filing with the SEC of any report containing such financial statements. |
| · | recommend to the board that the Company’s audited financial statements be included in its annual report on Form 10-K for the last fiscal year; |
| · | meet separately, periodically, with management, with the Company’s internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent registered public accounting firm; |
| · | be directly responsible for the appointment, compensation, retention and oversight of the work of any independent registered public accounting firm engaged to prepare or issue an audit report for the Company; |
| · | take, or recommend that the board take, appropriate action to oversee and ensure the independence of the Company’s independent registered public accounting firm; and |
| · | review major changes to the Company’s auditing and accounting principles and practices as suggested by the Company’s independent registered public accounting firm, internal auditors or management. |
The Audit Committee held 6four meetings during the fiscal year ended March 31, 2018,2021, and did not take any action by unanimous written consent during the fiscal year ended March 31, 2018.
Audit Committee Report
With respect to the audit of the Company’s financial statements for the fiscal year ended March 31, 2018,2021, the members of the Audit Committee:
| · |
| · |
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| · |
Based on these reviews and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in Company’s annual report on Form 10-K for the fiscal year ended March 31, 2018.
Timothy Johnson, Chair
Thomas Moore
Salim Natha
Compensation Committee
Our Compensation Committee was established on July 26, 2017, and currently consists of ThomasDr. Natha (Chair) and Messrs. Moore Dr. Salim Natha and Timothy Johnson. Dr. Salim Natha serves as chair of the Compensation Committee.
| · |
| · |
| · |
| · |
The Compensation Committee held 1 meetingtwo meetings during the fiscal year ended March 31, 20182021 and did not take any action by unanimous written consent during the fiscal year ended March 31, 2018.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee has ever been an officer or employee of the Company. None of the Company’s executive officers serves, or has served since inception, as a member of the board of directors, compensation committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of the Company’s directors or on the Company’s Compensation Committee.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee consists of Mr. Johnson (Chair), Mr. Moore and Dr. Natha. The Corporate Governance and Nominating Committee is responsible for, among other matters:
| · | Selecting or recommending for selection candidates for directorships; |
| · | Evaluating the independence of directors and director nominees; |
| · | Reviewing and making recommendations regarding the structure and composition of our Board and the board committees; |
| · | Developing and recommending to the board corporate governance principles and practices; |
| · | Reviewing and monitoring the Company’s Code of Ethics; and |
| · | Overseeing the evaluation of the Company’s management. |
The Corporate Governance and Nominating Committee held 1 meetingtwo meetings during the fiscal year ended March 31, 2018.
Material Changes to the Procedures by which Security Holders May Recommend Nominees to the Board
We do not currently have a procedure by which security holders may recommend nominees to the Board. Prior to the listing of our common stock on NASDAQ, as a private company with a limited shareholder base, we did not believe that it was important to provide such a procedure. However, as a publicly traded NASDAQ company with the requirement to hold annual shareholder meetings, we will consider implementing such a policy in the future.
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The Board does not have a formal policy on Board candidate qualifications. The Board may consider those factors it deems appropriate in evaluating director nominees made either by the Board or stockholders, including judgment, skill, strength of character, experience with businesses and organizations comparable in size or scope to the Company, experience and skill relative to other Board members, and specialized knowledge or experience. Depending upon the current needs of the Board, certain factors may be weighed more or less heavily. In considering candidates for the Board, the directors evaluate the entirety of each candidate’s credentials and do not have any specific minimum qualifications that must be met. The directors will consider candidates from any reasonable source, including current Board members, stockholders, professional search firms or other persons. The directors will not evaluate candidates differently based on who has made the recommendation.
Stockholder Communications
Stockholders can mail communications to the Board, c/o Secretary, Nemaura Medical Inc., Advanced Technology Innovation Centre, Loughborough University Science and Enterprise Parks, 5 Oakwood Drive, Loughborough, Leicestershire, LE11 3QF, United Kingdom,, who will forward the correspondence to each addressee.
Delinquent Section 16(a) Beneficial Ownership Reporting Compliance
Under Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), the Company'sCompany’s directors, executive officers and persons who own more than ten percent (10%)10% of our Common Stockcommon stock are required to file with the Securities and Exchange Commission (the “SEC”), initial reports of ownership and reports of changes in ownership of the Common Stockcommon stock and other equity securities of the Company. To the Company'sCompany’s knowledge, based solely on a review of copies of such reports furnished to the Company during and/or with respect to the fiscal year ended March 31, 2018,2021, the Company is not aware of any late or delinquent filings required under Section 16(a) of the Exchange Act, in respect ofexcept as follows: Mr. Mclarney failed to file one Form 3.
Executive Compensation
Fiscal 2021 Summary Compensation Table
The following table provides certain disclosure, for the Company's equity securities, other than the following:
| Named Executive Officer and Principal Position | Fiscal Year Ended March 31, | Salary ($) | Bonus ($) | All Other Compensation ($) | Total (S) | |||||||||||||||
Dewan F.H. Chowdhury, Chief Executive Officer and President | 2021 | 104,840 | — | 3,368 | 108,208 | |||||||||||||||
| 2020 | 101,707 | — | 2,063 | 103,770 | ||||||||||||||||
Justin Mclarney, Chief Financial Officer (1) | 2021 | 67,107 | — | 1162 | 68,269 | |||||||||||||||
| 2020 | — | — | — | — | ||||||||||||||||
| FISCAL 2018 SUMMARY COMPENSATION TABLE | |||||||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||
| Dewan Fazlul Hoque Chowdhury | 2018 | 106,440 | -0- | -0- | -0- | -0- | -0- | 390 | 106,830 | ||||||||||||||||||||||||
| (Principal Executive Officer) | 2017 | 105,168 | -0- | -0- | -0- | -0- | -0- | -0- | 105,168 | ||||||||||||||||||||||||
| Iain Anderson (1) | 2018 | 57,938 | -0- | -0- | -0- | -0- | -0- | 297 | 58,235 | ||||||||||||||||||||||||
| (Principal Financial Officer) | 2017 | 34,761 | -0- | -0- | -0- | -0- | -0- | -0- | 34,761 | ||||||||||||||||||||||||
| of the Company on September 15, 2020. Prior to Mr. |
Employment Agreements
Dewan Fazlul HoqueF.H. Chowdhury
We entered into an employment agreement with Dr. Chowdhury on November 2, 2013. Dr. Chowdhury’s contract is for an unspecified period. He may leave the Company with notice, or the Company may terminate his contract with notice. Termination may be with or without cause. Dr. Chowdhury receives an annual salary of £90,000£80,000 pounds sterling or $118,000 USD.(approximately $104,000). Our contract with Dr. Chowdhury does not include any provision for stock options or equity incentives.
Under the executive employment agreement, Dr. Chowdhury’s annual salary was adjusted on a pro rata basis to reflect only work that was performed for the Company.Nemaura Medical Inc. The disclosure set forth in the table above reflects his pro rata compensation from April 1, 2016 throughfor the periods ended March 31, 2018.2021, and March 31, 2020, respectively.
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Mr. McLarney
We do not have a writtenentered into an employment contractagreement with Mr. Mclarney, our former Chief Financial Officer, Iain Anderson.on September 15, 2020. Mr. Anderson hadMclarney’s contract is for an unspecified period. He may leave the Company with notice, or the Company may terminate his contract with notice. Termination may be with or without cause. Mr. Mclarney receives an annual salary of £80,000£90,000 pounds sterling (approximately USD106,000), which was increased to £100,000 (approximately USD140,000) in March 2018. These amounts have been prorated for the 2017 and 2018 fiscal years based on actual time working for the Company. Either party may terminate employment by providing the other party with no less than three months' prior notice.$118,000). Our contractcontractual arrangements with Mr. Anderson does not include any provisionMclarney allow for stock options or equity incentives.
Outstanding Equity Awards at 2021 Fiscal Year-End
To date, we have not granted any compensatory plans or arrangements resulting from the resignation, retirement or any other termination ofstock-based compensation to employees, including our named executive officers, from a change-in-control,of the Company.
Potential Payments upon Termination or from a change in any executive officer’s responsibilities following a change-in-control. However, it is possibleChange-in-Control
None. Upon termination by us or by Dr. Chowdhury, officers shall only be entitled to receive their base salary through the Company will enter into formal employment agreements with executive officers in the future.
Compensation of Directors
The following table sets forth information regarding compensation of each director, other than named executive officers, for the fiscal 2018.
FISCAL 2018 DIRECTOR COMPENSATION | ||||||||||||||||||||||||||||
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| Timothy Johnson | 4,726 | -0- | -0- | -0- | -0- | -0- | 4,726 | |||||||||||||||||||||
| Salim Natha | 4,568 | -0- | -0- | -0- | -0- | -0- | 4,568 | |||||||||||||||||||||
| Thomas Moore | 4,387 | -0- | -0- | -0- | -0- | -0- | 4,387 | |||||||||||||||||||||
Fiscal 2021 Director Compensation
Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| Timothy Johnson | 6,553 | — | — | — | — | — | 6,553 | |||||||||||||||||||||
| Salim Natha | 6,553 | — | — | — | — | — | 6,553 | |||||||||||||||||||||
| Thomas Moore | 6,553 | — | — | — | — | — | 6,553 | |||||||||||||||||||||
Each of our independent directors receivereceived annual fees of £5,000 pounds sterling or $7,000 USD(approximately $6,553) for theirhis service on our Boardboard of directors and board committees. We currently have no plan for compensating our executive directors for their services in their capacity as directors. Although we have agreements with each of our independent directors to serve on our board,Board, in which we provide for the grant of options, at this timeto date, no such option grants have been made and no equity compensation plan has been approved.
Certain Relationships and Related Transactions
Nemaura Pharma Limited (Pharma) and(“Pharma”), NDM Technologies Limited (NDM)(“NDM”) are entities controlled by Dr. Chowdhury, our Chief Executive Officer, President, Chairman of the Board and majority shareholder, Dewan Fazlul Hoque Chowdhury.
Pharma has invoiced our subsidiaries, Dermal Diagnostics Limited (DDL)DDL and Trial Clinical Limited (TCL)(“TCL”), for research and development services. In addition, certain operating expenses of DDL and TCL were incurred and paid by Pharma and NDM, which have been invoiced to us. Certain costs incurred by Pharma and NDM are directly attributable to DDL and TCL and such costs were billed to us. Prior to the year ended March 31, 2016, other costs were shared between the organizations. In situations where the costs were shared, expense has been allocated between Pharma and NDM and DDL and TCL using a fixed percentage allocation and were billed to the Company. DDL and TCL advanced Pharma certain amounts to cover a portion of the costs.
Total costs charged to us by Pharma and NDM were $842,739$2,441,108 for the fiscal year 2018.
Following is a summary of activity amongbetween the Company and Pharma and NDM for the yearfiscal years ended March 31, 2018.2021 and 2020. These amounts are unsecured, interest free,interest-free, and payable on demand.
| Fiscal Year Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Liability due to related parties at beginning of year | $ | 830,093 | $ | 964,679 | ||||
| Amounts invoiced by Pharma to DDL, NDM and TCL | 2,441,108 | 1,800,517 | ||||||
| Amounts invoiced by DDL to Pharma | (17,213 | ) | (10,963 | ) | ||||
| Amounts paid by DDL to Pharma | (3,209,084 | ) | (1,897,222 | ) | ||||
| Foreign exchange differences | 103,891 | (26,918 | ) | |||||
| Liability due to related parties at end of the year | $ | 148,795 | $ | 930,093 | ||||
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Policies and Procedures for Related Person Transactions
It is the CompanyCompany’s policy to not enter any transaction (other than compensation arrangements in the ordinary course) with any director, executive officer, employee, or principal stockholder or party related to any of them, unless authorized by a majority of the directors having no interest in the transaction, upon a favorable recommendation by the Audit Committee (or a majority of its disinterested members).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE BOARD OF DIRECTORS’ NOMINEES.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Audit Committee has appointed Mayer Hoffman McCann P.C. (“MHM”) as independent accountants for fiscal 2019.2021 and fiscal 2020. Representatives of MHM have been invited to attend the Annual Meeting in person or by tele-conference to respond to appropriate questions and will have an opportunity to make a statement, if they so desire.
The following table sets forth the aggregate fees billed to us for the fiscal years ended March 31, 20182021 and 20172020 by Crowe.
| 2018 | 2017 | |||||||
| Audit Fees | $ | 106,000 | $ | 84,000 | ||||
| Audit Related Fees | - | - | ||||||
| Tax Fees | $ | 6,765 | $ | 6,000 | ||||
| Other Fees | - | - | ||||||
| Totals | $ | 112,765 | $ | 90,000 | ||||
| Fiscal Year Ended March 31, | ||||||||
| 2021 | 2020 | |||||||
| Audit Fees | $ | 123,385 | $ | 181,300 | ||||
| Audit-Related Fees | $ | 83,500 | $ | 118,850 | ||||
| Tax Fees | $ | 10,000 | $ | 10,000 | ||||
| Other Fees | $ | 28,250 | $ | — | ||||
| Totals | $ | 245,135 | $ | 310,150 | ||||
Audit Fees
Audit-Related Fees
Tax Fees.
Audit Committee Pre-Approval of Services
Under provisions of the Sarbanes-Oxley Act of 2002, our principal accountant may not be engaged to provide non-audit services that are prohibited by law or regulation to be provided by it, and the Audit Committee must pre-approve the engagement of the our principal accountant to provide audit and permissible non-audit services. The Audit Committee approves all auditing services and the terms thereof and non-audit services (other than non-audit services published under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the Pubic Company Accounting Oversight Board) to be provided to us by the independent auditor; provided, however, the pre-approval requirement is waived with respect to the provisions of non-audit services for us if the “de minimus” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The Audit Committee has not established any policies or procedures other than those required by applicable laws and regulations..
MHM leases substantially all of its personnel who work under the control of MHM shareholders from wholly owned subsidiaries of CBIZ, Inc., in an alternative practice structure.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT ACCOUNTANTS.
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OTHER INFORMATION
Our 2021 annual report on Form 10-K, excluding exhibits, will be mailed without charge to any stockholder entitled to vote at the meeting,Annual Meeting, upon written request to Kate Venables,Chief Financial Controller,Officer, Nemaura Medical Inc., Advanced Technology Innovation Centre, Loughborough University Science and Enterprise Parks, 5 Oakwood Drive, Loughborough, Leicestershire, LE11 3QF, United Kingdom.
Important Notice Regarding Delivery of Stockholder Documents
If your shares are held in street name, your broker, bank, custodian, or other nominee holder may deliver only one copy of this proxy statementProxy Statement and the annual report to stockholders to multiple stockholders sharing an address, absent contrary instructions from one or more of the stockholders. The CompanyWe will deliver a separate copy of the proxy materials to a stockholder at a shared address to which a single copy was delivered, upon written or oral request, to Kate Venables,Chief Financial Controller,Officer, Nemaura Medical Inc., Advanced Technology Innovation Centre, Loughborough University Science and Enterprise Parks, 5 Oakwood Drive, Loughborough, Leicestershire, LE11 3QF, United Kingdom. Stockholders sharing an address and receiving multiple copies of the proxy materials who wish to receive a single copy should contact their broker, bank, custodian or other nominee holder.
Other Matters to Be Presented at the Annual Meeting
We do not have notice of any matter to be presented for action at the Annual Meeting, except as discussed in this proxy statement.Proxy Statement. The persons authorized by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the Annual Meeting.
Stockholder Proposals for Next Annual Meeting
Stockholder proposals intended to be included in the proxy statement for the next annual meeting must be received by the Company by October 16, 2019. The persons authorized by the form of proxy to be sent in connection with the solicitation of proxies on behalf of Company’s Board for next year’s annual meeting will vote in their discretion as to any matter of which Company has not received notice by December 30, 2019.
By Order of the Board of Directors,
/s/ Dewan Fazlul Hoque Chowdhury
Dewan Fazlul Hoque Chowdhury
Chairman of the Board
July 13, 2021
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