Nexus Surgical and Medicare Ltd Directors Report.

To,

The Members,

Nexus Surgical and Medicare Limited

(Formerly known as Nexus Commodities and Technologies Limited)

Your Directors have immense pleasure in presenting their Thirtieth Annual Report on the business and operations of the Company together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2021.

1. Financial Highlights:

The financial results are summarized below:

(Amount in hundreds)

Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
A Total Revenue 3,75,267 173,231
B Total Expenses 3,58,227 1,66,139
C Profit/(Loss) Before Exceptional Item 17,040 7,092
D Exceptional Item: Capital WIP written off 5,35,049
E Profit/(Loss) Before Tax 17,040 (5,27,957)
F Tax expense - Current Tax 3,000 1,510
- Tax for earlier years (1,510)
- Deferred Tax 150 118
G Profit/(Loss) after Tax 15,400 (5,29,584)

2. Financial Performance:

During the year under review, the Company has earned Total Revenue of Rs. 3,75,267 hundreds in comparison to Rs. 1,73,231 hundreds during the previous year. The Company has earned net profit of Rs. 15,400 hundreds in comparison to net loss of Rs. 5,29,584 hundreds incurred during the previous year. Your directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves:

Your Directors abstain from declaring any dividend for the year and no amount of profit earned during the year was transferred to General Reserve.

4. Management Discussion & Analysis:

Management Discussion & Analysis report is being given under Corporate Governance Report. 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.

5. Listing with Stock Exchanges:

At Present, the Equity shares of the Company are listed at BSE Limited.

6. Dematerialization of Shares:

91.13% of the Companys paid up Equity Share Capital is in dematerialized form as on 31st March, 2021 and balance 8.87% is in physical form. The Companys Registrar and Transfer Agent is Purva Sharegistry (India) Private Limited having their registered office at Unit No. 9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel (East), Mumbai - 400 011.

7. Internal Financial Controls:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

8. Finance & Accounts:

The Company is having adequate resources at its disposal to meet its business requirements and for efficient conduct of business. The Company has not raised any funds by issue of any securities during the year.

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 and reasonably present the Companys state of affairs and loss for the year ended 31st March, 2021.

9. Subsidiaries, Joint Ventures and Associates Companies:

The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.

10. 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.

11. Statutory Auditors:

The members of the Company at 28th AGM held on 30th September, 2017 had 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 2022.

The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

12. Secretarial Auditors:

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, Mumbai have been appointed as Secretarial Auditors of the Company.

The Secretarial Audit Report for the financial year ended March 31, 2021 does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31, 2021 is annexed to this report as Annexure A.

13. Internal Auditors:

In terms of Section 138 of the Act and Rules made there under, M/s. Vikash Jindal & Associates, Chartered Accountants, has been appointed as Internal Auditors of the Company.

14. 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.

15. 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 the particulars regarding conservation of Energy and Technology absorption. The Company is not a manufacturing Company; therefore information required under this clause is not applicable to the Company.

16. Foreign Exchange Earnings / Outgo:

The Company has neither incurred any expenditure nor earned any income in foreign exchange.

17. 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.

18. Human Resources:

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

19. Meetings of the Board:

The Board of Directors duly met 6 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.

20. Disqualification of Directors:

During the year under review, 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 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.

21. Directors and Key Managerial Personnel:

(i) Appointment of Directors retiring by rotation:

Mr. Rupesh Roongta (holding DIN 02576510), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

(ii) Appointment of Additional Director:

Pursuant to the provisions of Sections 149, 152 and 161 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company, Ms. Neha Kailash Bhageria (holding DIN 09217784) was appointed as an Additional Director - Independent Woman Director on the Board of Directors of the Company w.e.f. 30th June, 2021.

In terms of Section 161 of the Companies Act, 2013, Ms. Neha Kailash Bhageria holds office upto the conclusion of ensuing Annual General Meeting and being eligible offers herself for reappointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors proposes the appointment of Ms. Neha Kailash Bhageria as a Director - Independent Woman Director for a period of five consecutive years and whose period of office is not liable to determination by rotation.

Brief profile of the Directors proposed to be appointed/reappointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are part of the Notice convening the Annual General Meeting.

(iii) 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.

22. Vigil Mechanism:

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.

23. Nomination and Remuneration Policy:

The Nomination & 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.

24. Particulars of Loans, Guarantees or Investments;

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

25. 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. Accordingly, disclosure of Related Party Transactions in Form AOC-2 is not applicable. However, details of transactions with the related parties have been included in Notes to the Financial Statements.

26. 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.

27. Safety:

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

28. Significant and Material Orders Passed by the Regulators or Courts:

There are no significant and material orders passed by Regulators/Courts that would impact 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 Securities and Exchange Board of India (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. 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.

32. 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

Mrs. Khyati Girishkumar Bhatt Member Non-Executive Independent Director

All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.

33. 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.

34. 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:

Ratio of remuneration of each director to the median remuneration of the employees of the company and Percentage increase in remuneration of each Director and Key Managerial Personnel for the financial year ended March 31, 2021:

Name and Designation Remuneration F.Y. 2020-21 % increase from previous year Ratio / Times per Median of Employee Remuneration
Ram Swaroop Joshi (Whole-time Director) Rs. 4,80,000/- Nil 1.78
Rupesh Roongta (Executive Director) Rs. 6,00,000/- Nil 2.22
Monika Choudhary (Company Secretary) Rs. 3,60,000/- 100.00 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.

35. Share Capital:

A) Buy Back of Securities:

The Company has not bought back any of its securities during the year under review.

B) Sweat Equity:

The Company has not issued any Sweat Equity Shares during the year under review.

C) Bonus Shares:

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan:

The Company has not provided any stock option plan during the year under review.

36. 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, 2021, 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, 2021 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.

37. 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.

Registered Office:

For and on behalf of the Board

111, B/2, Ostwal Ornate,
Jesal Park, Bhayander (East),
Thane-401 105. Sd/- Sd/-
Ram Swaroop Joshi Rupesh Roongta
Place: Thane DIN: 07184085 DIN:02576510
Date: 2nd September, 2021 Whole-time Director Director