KMS Medisurgi Ltd Directors Report.

Dear Members,

Your Directors are pleased to present our 23rd Annual Report for the financial year ended March 31, 2021:

BUSINESS PERFORMANCE:

(Rs. In Lacs)

PARTICULARS YEAR ENDED 31.03.2021 YEAR ENDED 31.03.2020
Revenue from operations 750.98 1,034.41
Other income 9.64 (0.32)
Gross Income 760.62 1034.09
Total Expenses 736.89 1015.84
Net Profit Before Tax 23.73 18.25
Provision for Tax - -
Net Profit After Tax 15.84 11.25

OPERATIONS AND FUTURE PLANS:

Your Company has seen a decrease in turnover during the year under review which accounted for Rs. 750.98 Lakhs as compared to Rs 1034.41 Lakhs in FY 2019-20. The Company has incurred Net Profit of Rs. 15.84 Lakhs as compared to Net Profit of Rs. 11.25 Lakhs in FY 2019-20. Your Company is very much optimistic about the coming year. Since the Company is trying to reduce cost and expand its business, your directors are hopeful that the results will be more encouraging.

Impact of Covid-19

Due to outbreak of COVID-19 pandemic globally and consequent lockdown imposed by the Government of India from March 23, 2020 to curb its wide spread, a massive economic disruption and social distress has been witnessed in India. The Companys proactive implementation of Business Continuity Plan and Emergency Preparedness Plan at the enterprise level ensured not only the safety of its workforce but also smooth, uninterrupted and secure business and service continuity.

The Company was able to run the operations without much disruption as it implemented the preventive safeguard measures as an abundant caution much before the Central/State Governments issued SOPs to operate.

Our Corporate & Registered office and plant had reopened, with adequate staff strength, as per applicable norms.

The manufacturing plants were working at a limited capacity in April and May, 2020 but from June,

2020 onwards we have been able to ramp-up capacity to cater domestic and international customer demand.

Due to the lockdown, revenue was impacted both Q1 and Q4 of FY 21. We shall review the long-term impact of the pandemic and take all steps necessary to adapt ourselves to emerging challenges and changes in the demand.

On the basis of evaluation, the Company has concluded that no material adjustments are required in the consolidated financial statements. Given the uncertainties associated with nature, condition and duration of COVID-19, the impact assessment on the Groups financial statements will be continuously made and provided for as required.

EXPANSION:

Your Company is continuously exploring opportunities for growth, expansion and modernization of its projects. In addition to the above growth efforts, the company is also contemplating setting up of and/or investing in some projects relating to the activities of the company.

DIVIDEND:

The final dividend of Rs 0.05 per share declared by the Board in its meeting held on 6th September 2021 shall be considered as the final dividend for financial year 2020-21. Thus, the total dividend for the financial year 2020-21 remains Rs 0.05 per equity share.

The aforesaid dividend paid for year under review is in accordance with the Companys policy on Dividend Distribution which is linked to long term growth objectives of your Company to be met by internal cash accruals.

SHARE CAPITAL:

As on March 31, 2021, the authorized share capital of the Company is Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs) divided into 35,00,000 (Thirty-Five Lakh) Equity Shares of Re. 10/- (Rupee Ten Only) each.

As at March 31, 2021, the paid-up Equity Share Capital of the Company stood at Paid- up Share Capital is Rs. 3,30,00,000/- (Rupees Three Crore Thirty Lakhs) divided into 33,00,000 (Thirty-Three Lakh) Equity Shares of Re. 10/- (Rupee Ten Only) each.

BONUS:

During the year, no bonus shares are issued by the Company.

TRANSFER TO RESERVE:

The Company has transferred Rs. 12,28,996/- to Reserve & Surplus and the same is in compliance with the applicable provisions prescribed under the Companies Act, 2013.

COMPLIANCE WITH THE ACCOUNTING STANDARDS

The Company prepares its accounts and other financial statements in accordance with the relevant accounting principles and also complies with the accounting standards issued by the Institute of Chartered Accountants of India.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

TRANSFER TO UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company does not have any unclaimed or unpaid dividend as on 31st March 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i) Retire by Rotation:

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr Siddharth Gaurang Kanakia ,Director of the Company retires by rotation at this Annual General Meeting of the Company and being eligible, offers himself for reappointment.

ii) Change in Directors and Key Managerial Personnels:

1. Mr Gaurang Prataprai Kanakia resigned from the Position of Managing Director of the Company w.e.f 19th July 2021.

2. The Designation of Mrs Rekha Devang Kanakia was changed from Non-Executive Non- Independent Director to Managing Director w.e.f 19th July 2021.

3. Mr Rohan Devang Kanakia was Appointed an Additional Director in the capacity of Non- Executive Non-Independent Director w.e.f 29th June 2021.

4. Resignation of Ms Pallavi Lakdawala as the Company Secretary & Compliance officer on 7th September 2020.

5. Appointment of Ms. Mariam Bahnan as the Company Secretary & Compliance officer w.e.f 3rd March 2021.

iii) Composition of Board of Directors and Key Managerial Personnels:

As on the date of this Boards Report, i.e., as on September 06, 2021, your Companys Board of Directors comprises of the following Directors:

Name of the Director Director Identification Number (DIN) Category
Rekha Devang Kanakia 00346198 Chairman &Managing Director
Siddharth Gaurang Kanakia 07595098 Non-Executive Non-Independent Director
Rohan Devang Kanakia 09220915 Non-Executive Non-Independent Director
Hardik Rajnikant Bhatt 07566870 Non-Executive Independent Director
Kamlesh Chunilal Rajani 07588417 Non-Executive Independent Director
Pratik Pravin Tarpara 08689556 Non-Executive Independent Director

As on the date of this Boards Report, i.e., on September 06, 2021, your Companys Key Managerial Personnel are as follows:

Name of KMP Designation
Mr. Anand Prataprai Kanakia Chief Financial Officer
Ms. Mariam Bahnan Company Secretary and Compliance Officer

iv) Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,a structured questionnaire was prepared after taking into consideration the various aspects of the Boards functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

v) Meetings of the Board:

During the year ended March 31, 2021, Seven (7) Board Meetings were held by the Company. The Board has the responsibility to monitor the Companys progress towards its goals and to revise and alter its direction in light of changing circumstances. Board Meetings are scheduled as required under the Listing Regulations and the Companies Act, 2013 and the Rules made there under. At every regularly scheduled meeting, the Board reviews recent developments if any, the regulatory compliance position and the proposals for business growth that impact the Companys strategy. The maximum time gap between any two consecutive meetings did not exceed one hundred and twenty days. The names, designation & categories of the Directors on the Board, their attendance at respective Board Meetings held during the year and last Annual General Meeting and total number of Shares held by them in the Company are as under:

Name of Directors Category No of Board meeting attended Last AGM attend ed No of Directors hip in other Company Committee positions No of Shares as on 31st March 2021
Member Chairman
Gaurang Prataprai Kanakia Managing Director (Resigned w.e.f 19th July 2021) 7/7 Yes 4 0 0 3,28,180
Rekha Devang Kanakia Non-Executive Non- Independent 7/7 Yes 1 0 0 2,42,000
Siddharth Gaurang Kanakia Non-Executive Non- Independent 7/7 Yes 2 2 0 50,000
Hardik Rajnikant Bhatt Non-Executive Independent 6/7 Yes 0 2 1 NIL
Pratik Tarpara Non-Executive Independent 7/7 Yes 0 0 0 NIL
Kamlesh Chunilal Rajani Non-Executive Independent 7/7 Yes 0 2 1 NIL

vi) Committees of the Board:

At present, there are two (2) Committees of Board, i.e. Audit Committee, & Nomination & Remuneration Committee. The Company is not mandated to form Stakeholders relationship Committee and Corporate Social Responsibility Committee The Composition and other details related to the Committees are as follows.

Audit Committee

The audit committee of the Company is constituted in line with the provisions of regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 read with Section 177 of the Act.

The terms of reference of the Audit committee are broadly as under:

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommend the appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered;

4. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

• Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the Act.

• Changes if any, in accounting policies and practices and reasons for the same.

• Major accounting entries involving estimates based on the exercise of judgment by management.

• Significant adjustments made in the financial statements arising out of audit findings

• Compliance with listing and other legal requirements relating to financial statements

• Disclosure of related party transactions

• Qualifications/Modified opinion on draft audit report.

5. Reviewing with the management, the quarterly financial statements before submission to the board for approval;

6. Review and monitor the auditors independence and performance, and effectiveness of audit process;

7. Approval or any subsequent modification of transactions with related parties;

8. Scrutiny of inter-corporate loans and investments.

9. Valuation of undertakings or assets of the Company, wherever it is necessary;

10. Evaluation of internal financial controls and risk management systems;

11. Reviewing with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

12. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

13. Discussion with internal auditors of any significant findings and follow up there on;

14. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or failure of internal control systems of a material change and reporting the same to board.

15. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

16. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

17. Establish a vigil mechanism for directors and employees to report genuine concerns in such manner as may be prescribed.

18. To review the functioning of whistle blower mechanism.

19. The audit committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the board and may also discuss any related issues with the internal and statutory auditors and the management of the Company.

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee;

21. Oversee financial reporting controls and process for material subsidiaries;

22. The Audit Committee invites executives, as it considers appropriate (particularly the head of the finance function), representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings. The Company Secretary acts as the secretary to the Audit Committee.

The Composition of Audit Committee is as follows:

Name Category No of meetings attended
Kamlesh Chunilal Rajani Independent Director- Member 4/4
Hardik Rajnikant Bhatt Independent Director- Chairman 4/4
Siddharth Kanakia Non-Independent Non-Executive Director-Member 4/4

Four audit committee meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows: 30th May 2020, 31st July 2020, 07th Sept 2020, and 13th November 2020.

Nomination and Remuneration Committee

The Company had a Nomination and Remuneration Committee of directors. The Committees constitution and terms of reference is in compliance with the provisions of the Act and Regulation 19 and 20 of SEBI (LODR) Regulations, 2015. The Committee comprises of 3 (three) members of the Board, the details of the member are as follows:

Name Category No of meetings attended
Kamlesh Chunilal Rajani Independent Director- Chairman 3/3
Hardik Rajnikant Bhatt Independent Director- Member 3/3
Siddharth Kanakia Non-Independent Non-Executive Director-Member 3/3

During the year, under review, three meetings of Nomination and Remuneration Committee were held on 17th July 2020, 7th September 2020 and 3rd March 2021.

Term of reference of the Committee, inter-alia, includes the following:

• To identify persons, who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and to recommend to the Board their appointment and/or removal.

• To carry out evaluation of Directors performance

• To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To devise a Policy on Board Diversity.

• To recommend/review remuneration of the Managing Director(s) and Whole Time Director(s) based on their performance and defined assessment criteria.

• To carry out any other function as is mandated by the Board from time to time and/or enforced by any statutory notification, amendment or modification, as may be applicable.

• To perform such other functions as may be necessary or appropriate for the performance of its duties.

• The Managing Director and Executive Director are paid remuneration within the range recommended by the Remuneration Committee which is further approved by the Board of Directors and the Shareholders of the Company in General Meeting. The remuneration is decided considering various factors such as qualification(s), experience(s), expertise, and capability of the appointee, its contribution to the Companys growth, remuneration prevailing in the Industry, Financial Position of the Company etc.

• The Non-Executive Directors are paid remuneration by way of sitting fees for attending each meeting of Board of Directors and Committee Meeting thereof and Commission.

INVESTOR COMPLAINTS

Details of Investor Complaints received and redressed during the year 2020-21 are as follows:

Opening Balance Received during the Year Resolved during the Year Closing Balance
Nil NIL NIL NIL

No Complaints were outstanding as on 31st March 2021.

DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS:

All Independent Directors of your Company have individually and severally given a declaration pursuant to Section 149(7) of the Companies Act, 2013 affirming compliance to the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013. Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all Independent Directors are independent of the Management and have fulfilled the conditions as specified in the Companies Act, 2013, rules made there under as well as applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

During the year under review, the independent Directors met on 30th March 2021, inter-alia to discuss:

• Evaluation of performance of Non-Independent Directors.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

• Evaluation of the quality, content and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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 and loss 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.

CHANGE IN THE NATURE OF BUSINESS:

During the period under review, there is no change in the nature of business of the Company. The

Company continues to operate in the Manufacturing of Surgical Equipments.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 (herein after referred to as "the Act") forms an integral part of this Report as "Annexure A".

PARTICULARS OF CONTRACTS/ ARRANGEMENTS WITH RELATED PARTY:

All related party transactions that were entered into by the Company during the financial year under review were on arms length basis and in the ordinary course of business. There are no material significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large. Details are annexed in Form AOC-2 "Annexure-B". The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website www.kmsgroup.in.

AUDITORS & THEIR REPORT:

Statutory Auditor:

The Companys Auditors M/s. Kalpesh Jain & Associates, Chartered Accountants (Firm Registration No. 132603W) were appointed as Statutory Auditors of the Company from the conclusion of 19th Annual General Meeting held on 30th September, 2017 till the conclusion of 24th Annual General Meeting, for a term of five consecutive years.

The observations of the Auditors and the relevant notes on the accounts are self-explanatory and therefore do not call for any comments. The Auditors Report does not contain any qualific ation, reservation or adverse remarks.

Further, during the year, in the course of the performance of their duties as auditor, no frauds were reported by them.

Secretarial Auditor:

In compliance with the provisions of Sec 204 and other applicable provisions of Companies Act 2013, the Board of Directors have appointed Mr Naveen Karn, Practising Company Secretary as Secretarial Auditors to undertake Secretarial Audit of the Company for the financial year ended March 31, 2021. The Secretarial Audit Report is attached herewith marked as "Annexure C" and forms an integral part of this report.

Secretarial Auditor has made and mentioned the following observation in its report:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued there under, except in respect of matters specified below: -

Compliance Requirement (Regulations/ circulars / guidelines including specific clause) Observations of the Practicing Company Secretary Remarks from Company
1. As per section 123 and 124 of the Companies Act, 2013. Company has not paid financial year Dividend within prescribed time. The same has been paid along with Interest.
2. SEBI Circular SEBI/HO/DDHS/CIR/P/2018 /144 Company has not given Annual Disclosure to be made by an entity identified as a Large Corporate. The listed entities which are not identified as large corporate must submit a confirmation in this regard to the Exchange in the mode as specified above. The Company is not identified as a large Corporate as per SEBI CircularSEBI/HO/DDHS/CIR/P/2 018/144. The same has been given on 12th April 2021.
3. Regulation 76 of SEBI (Depositories and Participants) Regulations, 2018 The Company has not submitted Reconciliation of Share Capital Audit report for the quarter ended 30.06.2020 within prescribed time. Due to the pandemic and lockdown situation, there was mismanagement of time hence the same could not be submitted on due date.
4. Regulation 13 (3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Company has not submitted Investor complaints for the quarter ended 30.09.2020 within prescribed time. Due to the pandemic and lockdown situation, there was mismanagement of time hence the same could not be submitted on due date. A fine of Rs 1180 has been paid to the exchange.
5. Regulation 31 of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Company has not submitted Shareholding Pattern for the quarter ended 30.09.2020 within prescribed time. Due to the pandemic and lockdown situation, there was mismanagement of time hence the same could not be submitted on due date. A fine of Rs 2360 has been paid to the exchange.
6. Clause 4 (2) of the Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 2015 Company has not given notice of closure of trading window for the quarter ended 30.09.2020 within prescribed time. Due to the pandemic and lockdown situation, there was mismanagement of time hence the same could not be given on due date.
7. Regulation 74(5) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The Company has not submitted Disclosure under regulation 74(5) of SEBI (DP) regulations 2018 for the quarter ended 30.09.2020 within prescribed time. Due to the pandemic and lockdown situation, there was mismanagement of time hence the same could not be given on due date.
8. Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. Company has not complied with the provision of Regulation 36(3) of SEBI LODR (Regulation), 2015 the information related to appointed new director or re-appointed a director to Shareholder in Annual report of the company. The same has been duly given in this years report.
9. Schedule V of SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. Company has not given full disclosure under Management Discussion and Analysis report. The same has been duly given in this years report.
10. Section 134(3)(p) of the Companies Act, 2013. Company has not disclosed a statement indicating the manner in which formal annual evaluation of the performance of the Board, its committees and of individual directors have been made in Director report. The same has been duly given in this years report.

Cost Auditor:

Pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time your Company is not required to appoint Cost Auditor for the financial year 2020-21.

Internal Auditor:

The provision of Section 138 of The Companies Act, 2013 applicable to company and company has appointed Mr. Mayur Mahesh, as an internal auditor of the Company, to carry out internal Audit for the financial year 2020-21 based on the recommendation of the Audit Committee.

RISK MANAGEMENT:

Risk Management is a risk-based approach to manage an enterprise, identifying events that may affect the entity and manage risks to provide reasonable assurance regarding achievement of entitys objective. The risk management process consists of risk identification, risk assessment, risk prioritization, risk treatment or mitigation, risk monitoring and documenting the new risks. The Company has laid a comprehensive Risk Assessment and Minimization Procedure, which is reviewed by the Audit committee and approved by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. In the opinion of your Board, none of the risks which have been identified may threaten the existence of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an adequate budgetary control system and internal financial controls with reference to financial statements. No reportable material weaknesses were observed in the system during the previous fiscal. Further, the Company has laid down internal financial control policies and procedures which ensure accuracy and completeness of the accounting records and the same are adequate for safeguarding of its assets and for prevention and detection of frauds and errors, commensurate with the size and nature of operations of the Company. The policies and procedures are also adequate for orderly and efficient conduct of business of the Company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

PUBLIC DEPOSITS:

The Company has not accepted any deposit from the general public within the meaning of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186:

The company has not given any loans or guarantees or investments covered under the provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2020-21.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year ended March 31, 2021, there were no material changes and commitments affecting the financial position of the Company have occurred between the period ended March 31, 2021 to which financial results relate and the date of the Report.

CORPORATE SOCIAL RESPONSIBILITY:

Since the provisions as laid down in the Section 135 of the Companies Act, 2013 are not applicable to the Company, hence no such Committee has been formed. However, Company had always tried in its best possible ways to involve itself in social development activities.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report. Annexure-D

CORPORATE GOVERNANCE:

The Company is listed on SME Exchange ,Hence Corporate Governance Report is not Applicable. INSURANCE:

The fixed assets of the Company have been adequately insured.

DEMATERIALISATION OF SHARES:

Your Company has connectivity with the National Securities Depository Limited (NSDL) & Central Depository Services (India) Limited (CDSL) for dematerialization of its Equity Shares. All share transfer, dematerialization and related work is managed by Karvy Computer share Pvt. Ltd. , Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District Nanakramguda, Hyderabad, Telangana - 50003,.

Shareholders are requested to send all share transfer requests, demat/remat requests, correspondence relating to shares i.e. change of address, Power of Attorney, etc. to the registrar and transfer agents. All shares of the Company are held in DMAT form.

LISTING OF SHARES:

The shares of your Company are listed at BSE Limited on MSME Exchange. The applicable Annual Listing fees have been paid to both the Stock Exchanges for the financial year 2020-21.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the Listing Regulations, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Companys code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases. None of the personnel of the Company has been denied access to the Audit Committee.

The Policy is also available on the web-site of the Company. The Audit Committee of Directors are entrusted with the responsibility to oversee the Vigil mechanism. During the year 2020-21 no complaints were received.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto excluding the information on employees particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2020-21.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING& OUTGO:

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure E and forms part of this Report.

PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rule made there under. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act.

QUALITY

The Company delivers products confirming to strict global quality standards. The products comply with international regulatory requirements. The Company is committed to continuous improvements and implementation of world class processes. All products are manufactured in accordance with current Good Manufacturing Practices (GMP). Routine internal and external quality audits for GMP compliance assure that our quality systems are consistent with current international standards.

The Companys manufacturing facilities continue to remain certified by independent and reputed external agencies. The companys manufacturing facilities following certifications: ISO 13485:2016 Certification in Medical Device Quality Management Systems. All our products are CE certified by DNV GL.

HUMAN RESOURCES

Your Companys human capital has been at the helm of its success through all its endeavours. The employees are well trained and carry adequate knowledge and skills to perform relevant functions i n the organization.

The Company sees its relationship with its employees as critical to the future and believes that every employee needs to possess apart from competence, capacity and capabilities, sustainable values, current and contemporary which would make them useful, relevant and competitive in managing the change constructively for overall growth of the organization. The Companys efforts are directed towards creating a congenial work atmosphere for individual growth, creativity and greater dedicated participation in organizational development. In-house and external training and instructions are also provided to employees at all levels, which help in attaining professional and productive culture.

REGULATORY RISK

Medical Devices is among one of the highly regulated industries across the world, rightly so as it deals with saving human lives. The regulations impact manufacturing, quality, marketing and distribution of products globally and bring new compliance challenges year on year. A strong quality assurance and regulatory control mechanism ensures strict compliance at every level. The company organizes regular regulatory trainings for its employees to update them on new developments in this field.

INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Inside Trading Policy of the company lays down guidelines and procedure to be followed, and disclosure to be made while dealing with shares of the company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in the companys shares.

The Company had in place a Code of Conduct for Prevention of Insider Trading and Corporate Disclosure Practices, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Accordingly, the Board approved and adopted:

a) Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information; and

b) Code of Conduct to Regulate, Monitor and Report Trading by its employees and other connected persons.

The code referred to in (a) above is placed on the Companys website www.kmsgroup.in SECRETARIAL STANDARDS:

During the Financial Year 2020-21, the company is in compliance with the applicable Secretarial Standards issued by the Institute of Companies of India with respect to Board and General meetings.

SHARE CAPITAL AUDIT:

As stipulated by Securities and Exchange Board of India (SEBI), Mr. Naveen Karn, Proprietor of M/s. Naveen Karn & Co., Practicing Company Secretaries carried out the Share Capital Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and shares held physically as per the register of members and the total issued and listed capital.

GREEN INITITATIVES:

As part of the Green Initiative, we propose to send documents such as Notices of General Meeting(s), Annual Reports and other shareholders communications for the year ended 31st March 2021 in electronic form, to the email addresses provided by you and/or made available to the Company by the Depositories. The copy of annual report shall be available on the website of the Company and for inspection at the registered office of the Company, during office hours. In case any member wishes to get Annual Report and other communication in physical form, he may write to the company and the same will be provided free of cost.

Electronic copies of the Annual Report 2020-21 and Notice of the 23rd Annual General Meeting would be sent to all members whose email addresses are registered with the Company/Depository Participant(s). For members who have not registered their email addresses, physical copies of the same would be sent in the permitted mode.

ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

By Order of the Board of Directors
For and Behalf of KMS Medisurgi Limited.
Sd/-
Rekha Devang Kanakia
Managing Director
DIN:00346198
Date: 6th September 2021
Place: Mumbai