To,
The Members,
Nexus Surgical and Medicare Limited
Your Directors have pleasure in presenting their Thirty Second Annual Report on
the Business and Operations of the Company together with the Audited Statement of Accounts
of the Company for the financial year ended on 31st March, 2023.
1. Financial Highlights:
The financial results are summarized below:
| Particulars |
For the year ended 31st March 2023 |
For the year ended 31st March 2022 |
| A Total Revenue |
1,56,690.34 |
2,41,780.42 |
| B Total Expenses |
1,33,809.65 |
2,02,968.47 |
| C Profit/(Loss) Before Tax |
22,880.69 |
38,811.95 |
| D Tax expense |
|
|
| - Current Tax |
5,700.00 |
9,700.00 |
| - Tax for earlier years |
(23.86) |
- |
| - Deferred Tax |
134.07 |
92.02 |
| E Profit/(Loss) after Tax |
17,070.48 |
29,019.94 |
2. Financial Performance:
During the year, the Company has earned Total Revenue of Rs.1,56,690.34 hundreds in
comparison to Rs.2,41,780.42 hundreds during the previous year. The total expenses have
been reduced from Rs.2,02,968.47 hundreds to Rs.1,33,809.65 hundreds due to which Net
Profit after tax is Rs.17,070.48 hundreds in comparison with Rs.29,019.94 hundreds during
the previous year. Your directors are hopeful of better performance in forthcoming year.
There is no change in the nature of business carried on by the Company during the
financial year ended March 31,2023
3. Dividend & Reserves:
The Board has not recommended dividend for the financial year ended March 31, 2023. No
amount of profit earned during the year was transferred to General Reserve.
4. Management Discussion & Analysis:
The Company is engaged into trading of medical essentials. There are no material
changes between the end of the financial year and the date of the report which may affect
the financial position of the Company. Management Discussion & Analysis report is
being given under Corporate Governance Report.
5. Listing with Stock Exchanges:
At present, the Equity shares of the Company are listed at BSE Limited.
6. Dematerialization of Shares:
97.40% of Companys paid-up Equity Share Capital is in dematerialized form as on 31st
March, 2023 and the balance 2.60% is in physical form.
The Companys Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private
Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr
Floor, J R Boricha Marg, Lower Parel, Mumbai - 400 011.
7. Internal Financial Controls:
Internal Financial Controls laid down by the Company is a systematic set of controls
and procedures to ensure orderly and effective conduct of its business including adherence
to Companys policies, safeguarding of its assets, prevention and detection of frauds and
errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. Internal financial controls not only require the system to
be designed effectively but also to be tested for operating effectiveness periodically.
During the year, such controls were tested and no reportable material weaknesses in the
design or operation were observed.
8. Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Associate Companies/ Joint Ventures.
9. Deposits:
The Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
10. Finance & Accounts:
The Board after assessing the capital buffers and liquidity levels, the Company did not
raise any finance by issue of any securities during the year. Company has adequate
financial resources at its disposal for carrying on its business.
Your company is required to prepare financial statements under Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule
3 of the Companies (Indian Accounting Standards) Rules, 2015.
The estimates and judgments relating to financial statements are made on prudent basis,
so as to reflect in a true and fair manner, the form and substance of transactions
reasonably present the Companys state of affairs and profit for the Financial Year -2023.
11. Statutory Auditors:
(a) The members of the Company at the 31st Annual General Meeting held on 29th
September, 2022 appointed M/s. Satya Prakash Natani & Co ((having Firm Registration
No. 115438W), Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for
a term of 5 years and accordingly they hold their office till the conclusion of Annual
General Meeting to be held in the year 2027.
(b) The Auditors Report is unmodified i.e. it does not contain any qualification,
reservation or adverse remark or disclaimer.
12. Secretarial Auditors:
(a) Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Nitesh
Chaudhary & Associates, Practicing Company Secretary, have been appointed as the
Secretarial Auditors of the Company.
(b) The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed
as Annexure A. As regards the qualification in the Report, we submit that the delay in
filing the SDD Compliance Certificate was due to oversight and henceforth due care shall
be taken for the same.
13. Internal Auditors:
(a) The internal audit function provides an independent view to the Board of Directors,
the Audit Committee and the Senior Management on the quality and efficacy of the internal
controls, governance systems and processes.
(b) Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made
thereunder, M/s. P N S V & Co., Chartered Accountants has been appointed as Internal
Auditors of the Company.
14. Reporting of Fraud by Auditors:
During the year, the Statutory Auditors and Secretarial Auditor have not reported, any
incident of fraud committed in your Company by its Officers or Employees, to the Audit
Committee and / or to the Board under Section143(12) of the Companies Act, 2013.
15. Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at
Companys website at www.nexusmed.co.in.
16. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreign
exchange.
17. Particulars Regarding Conservation of Energy, Technology Absorption:
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy
and Technology absorption. The Company is not having manufacturing facilities of its own.
Therefore, information required under this clause is not applicable to the Company.
18. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies u/s 135(2) of the
Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)
Rules, 2014. Hence CSR is not applicable to the Company.
19. Human Resources:
Nexus Surgical and Medicare Limited firmly believes that Human Capital is its most
important asset. The health, safety and wellbeing of the employees and their families
remained our top priority. The Company has embarked on its journey of "Happiness at
the workplace" which has helped to look at employee engagement in a more holistic
way.
20. Meetings of the Board:
The Board of Directors duly met 5 (five) times during the financial year, the details
of the same are given in the Corporate Governance Report. The intervening gap between the
two consecutive meetings was within the period prescribed under the Companies Act, 2013.
21. Disqualification of Directors:
During the year, the Company has received Form DIR-8 from all Directors as required
under the provisions of Section 164(2) of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of
your Company is disqualified to hold office as director and debarred from holding the
office of a Director.
22. Directors and Key Managerial Personnel:
(i) Resignation of Director:
Mr. Rupesh Roongta (holding DIN 02576510) resigned from the Directorship of the Company
with effect from the close of business hours of 13th August, 2022.
(ii) Appointment of Additional Director:
The Board of Directors of the Company appointed Mr. Pawankumar Sitaram Choudhary
(holding DIN 03125806) as an Additional Executive Director on the Board with effect from
the close of business hours of 13th August, 2022.
Subsequently, the members of the Company, at their meeting held on 29th
September, 2022, appointed Mr. Pawankumar Sitaram Choudhary as a Director of the Company.
(iii) Resignation of Chief Financial Officer (CFO):
Mr. Ram Swaroop Mahadev Joshi (having PAN ABVPJ0324J) resigned from the position of the
Chief Financial Officer (CFO) of the Company with effect from the close of business hours
of 13th August, 2022.
(iv) Appointment of Chief Financial Officer (CFO):
The Board of Directors of the Company appointed Mr. Pawankumar Sitaram Choudhary
(having PAN AAAPC3540M) as the Chief Financial Officer (CFO) of the Company with effect
from the close of business hours of 13th August, 2022.
(v) Change in the designation of Mr. Ram Swaroop Mahadev Joshi from Whole-time Director
to the Managing Director:
The Board of Directors of the Company, subject to the approval of the members of the
Company, changed the designation of Mr. Ram Swaroop Mahadev Joshi (holding DIN 07184085)
from Whole-time Director to Managing Director of the Company for a period of 5 years with
effect from 13th August, 2022.
Subsequently, the members of the Company, at their meeting held on 29th
September, 2022, appointed Mr. Ram Swaroop Mahadev Joshi as a Managing Director of the
Company.
(vi) Appointment of Directors retiring by rotation:
Mr. Pawankumar Sitaram Choudhary (holding DIN 03125806), Director of the Company, will
retire by rotation at the ensuing Annual General Meeting and being eligible offers himself
for reappointment.
(vii) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under Section 149(6)
of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. Vigil Mechanism:
Vigil mechanism provides a channel to the employees and directors to report to the
management concerns about unethical behavior, actual or suspected fraud or violation of
the Codes of Conduct or any Policy of the Company.
The Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of its business operations. In order to ensure that the activities of the Company
and its employees are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior the company has
adopted a vigil mechanism policy.
24. Nomination and Remuneration Policy:
The Nomination and Remuneration Committee of the Board of Directors has adopted a
policy which deals with the manner of selection and appointment of Directors, Senior
Management and their remuneration. The policy is in compliance with the provisions of
Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Report
on Corporate Governance.
25. Particulars of Loans, Guarantees or Investments;
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Companies Act, 2013 are given in Notes to the Financial Statements.
26. Related Party Transactions:
All contracts / arrangements / transactions entered into by the Company with its
related parties during the financial year were in the ordinary course of business and on
an arms length basis. During the year, the Company has not entered into any material
contract / / arrangement / transaction with related parties. The details of transactions
with related parties are provided in the notes to the financial statements. There were no
transaction requiring disclosure under section 134(3)(h) of the Act. Hence, Form AOC-2
does not form part of this Report.
27. Risk Management:
The Company has adequate internal controls in place at various functional levels and
does not foresee any major risk such as financial, credit, legal, regulatory and other
risk keeping in view the nature and size of its business. There is no risk, which in the
opinion of the Board which may threaten the existence of the Company. Pursuant to Section
134 (3) (n) of the Companies Act 2013 it is stated that at present the company has not
identified any element of risk which may threaten the existence of the Company.
28. Significant and Material Orders Passed by the Regulators or Courts:
During the financial year 2022-23, there were no significant and material orders passed
by Regulators or Courts or Tribunal impacting the going concern status of the Company and
its future operations.
29. Material changes and commitment:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which this financial statement relates
on the date of this report.
30. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance,
Board committees and individual directors pursuant to the provisions of the Act and the
corporate governance requirements as prescribed by Securities and Exchange Board of India
under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all
the directors on the basis of the criteria such as the Board composition and structure,
effectiveness of board processes, information and functioning, etc. The performance of the
committees was evaluated by the Board after seeking inputs from the committee members on
the basis of the criteria such as the composition of committees, effectiveness of
committee meetings, etc.
The Board of Directors of the Company and the Nomination and Remuneration Committee
reviewed the performance of the individual directors on the basis of the criteria such as
the contribution of the individual director to the Board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects
of his role.
In a separate meeting of Independent Directors, performance of non-independent
directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive directors and non-executive
directors. The same was discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual directors was also discussed.
31. Safety:
During the year, there were no cases filed pursuant to the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. Secretarial Standards of ICSI:
The Company has complied with the requirements prescribed under the Secretarial
Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS–2).
33. Audit Committee:
The Audit Committee is comprised of three Directors. The composition of the Audit
Committee is as follows:
| Name |
Designation |
Category |
| Mr. Rajesh Babulal Sodani |
Chairman |
Non-Executive Independent Director |
| Mr. Avinash Kumar Ardawatia |
Member |
Non-Executive Independent Director |
| Mr. Ram Swaroop Mahadev Joshi |
Member |
Whole-time Director |
All the recommendations made by the Audit Committee were accepted by the Board of
Directors.
34. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three Directors. The
composition of the Nomination and Remuneration Committee is as follows:
| Name |
Designation |
Category |
| Mr. Avinash Kumar Ardawatia |
Chairman |
Non-Executive Independent Director |
| Mr. Rajesh Babulal Sodani |
Member |
Non-Executive Independent Director |
| Ms. Neha Kailash Bhageria |
Member |
Non-Executive Independent Director |
All the recommendations made by the Nomination and Remuneration Committee were accepted
by the Board of Directors.
35. Corporate Governance:
Corporate Governance is an ethically driven business process that is committed to
values aimed at enhancing an organizations brand and reputation. This is ensured by
taking ethical business decisions and conducting business with a firm commitment to
values, while meeting stakeholders expectations. It is imperative that our company
affairs are managed in fair and transparent manner. This is vital to gain and retain the
trust of our stakeholders. A report on a Corporate Governance is appended as annexure to
this report.
36. Ratio of Remuneration:
The information required pursuant to Section 197(12) read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is furnished hereunder:
| Name and Designation |
Remuneration F.Y. 2022-23 |
% increase from previous year |
Ratio / Times per Median of Employee Remuneration |
| Ram Swaroop Joshi (Managing Director) |
4800 |
Nil |
1.55 |
| Pawankumar Choudhary (Director) |
2800 |
N.A. |
0.90 |
| Monika Choudhary (Company Secretary) |
3600 |
Nil |
N.A. |
The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to
the Company as none of the employees of the Company was in receipt of remuneration as
prescribed under the said Rules.
37. Share Capital:
A) Buy Back of Securities:
The Company has not bought back any of its securities during the year.
B) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares:
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan:
The Company has not provided any stock option plan during the year.
38. Directors Responsibility Statement:
According to the provisions of section 134(3)(c) of the Companies Act, 2013, the
directors confirm that:
a) in the preparation of annual accounts for the financial year ended 31st
March, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b) the accounting policies as selected are consistently applied and made judgments and
estimates that are reasonable and prudent manner so as to ensure true and fair view of the
state of affairs of the Company as at 31st March, 2023 and of the profit of the
Company for the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) financial statements have been drawn up on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
39. Acknowledgment:
Your directors take the opportunity to record their deep sense of gratitude for the
valuable support and cooperation extended to the Company by its shareholders and bankers.
| For and on behalf of the Board |
|
| Sd/- |
Sd/- |
| Ram Swaroop Joshi |
Pawankumar Choudhary |
| DIN: 07184085 |
DIN: 03125806 |
| Managing Director |
Director |
| Registered Office: |
|
| Gala No. 4, Saarthak, |
|
| Building No. 1, |
|
| Square Industrial Park, |
|
| Tungarphata, Vasai (East), |
|
| Palghar - 401 208. |
|
| Place: Vasai |
|
| Date: 11th August, 2023 |
|
+91-9892691696
