To,
The Members,
QMS Medical Allied Services Limited
Your Directors take pleasure in presenting their Seventh Annual Report on the Business
and Operations of the
Company and the Accounts for the Financial Year ended 31st March, 2024 (period under
review).
1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:
The summary of standalone financial highlights for the financial year ended March 31,
2024 and the previous
financial year ended March 31, 2023 is given below:
Amount in lakhs.
Particulars |
2023-24 | 2022-23 |
Total revenue for the year |
12,258.36 | 10,478.19 |
Profit before depreciation, exceptional |
1567.59 | 977.76 |
Depreciation for the year |
(344) | (107.23) |
Profit before exceptional items |
1223.59 | 870.53 |
Exceptional items |
- | - |
Profit/(loss) before tax |
1223.59 | 870.53 |
Tax for the year (including deferred tax - |
(323.34) | (232.68) |
Net profit / (loss) |
900.24 | 637.84 |
FINANCIAL PERFORMANCE:
The Total Income of the Company stood at Rs. 1,22,58,36,080 for the year ended March
31, 2024 as against Rs.
1,04,78,18,599/- in the previous year. The Company has a Net Profit of Rs. 9,00,24,151 for
the year ended March
31, 2024 as compared to the Net Profit of Rs. 6,37,84,340/- in the previous year.
2. CONSOLIDATED FINANCIAL STATEMENTS:
The Company is not required to consolidate its Financial Statements for the financial
year ended 31st March, 2024
as the Company does not have any subsidiary or associate or joint venture Company.
3. DIVIDEND:
The Board at its meeting held on May 23, 2024 has recommended Dividend of Rs. 0.50
(i.e. 5%) per equity share of
10/- each for the financial year 2023-24. The dividend pay-out is subject to the approval
of the shareholders at
ensuing Annual General Meeting.
The Record date fixed for determining entitlement of Members to final dividend for the
financial year ended 31st
March, 2024 is Friday, 20th September, 2024. The Register of Members and Share
Transfer Books of the Company
will remain closed from Saturday, 21st September, 2024. to Friday, 27th
September, 2024 (both days inclusive) in
terms of the provisions of Section 91 of the Companies Act, 2013.
Dividend of Rs. 0.50 (i.e. 5%) per equity share of 10/- each was declared and paid for the financial year 2022-23.
4. SHARE CAPITAL
• Authorised Capital
The Authorised Share Capital of the Company as on 31st March, 2024 is Rs.
23,00,00,000/- (Rupees Twenty Three
Crore only) divided into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/-
(Rupees Ten only) each.
During the Financial Year, the Authorized Share Capital of the Company is increased
from existing Rs.
18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty
Lakhs) Equity shares of
Rs. 10/- (Rupees Ten only) to Rs. 23,00,00,000/- (Rupees Twenty Three Crore only) divided
into 2,30,00,000 (Two
Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each by way of Postal
Ballot through remote
evoting on Saturday, December 16, 2023.
• Issued, Subscribed and Paid up Capital:
The Issued, Subscribed and Paid up Capital of the Company as at 31st March, 2024 is Rs.
17,85,00,000/- (Rupees
Seventeen Crores Eighty Five Lakhs Only) divided into 1,78,50,000 (One Crore Seventy Eight
Lakhs Fifty Thousand)
Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.
Any issue of securities made during the year are as follows:
• Issue of shares or other convertible securities - Nil
• Issue of equity shares with differential rights - Nil
• Issue of Sweat Equity Shares - Nil
• Details of Employee Stock Options - Nil
• Shares held in trust for the benefit of employees where the voting rights are
not exercised directly by the
employees - Nil
• Issue of debentures, bonds or any non-convertible securities- Nil
• Issue of warrants - Nil
• Issue of Bonus Shares - Nil
During the year under review, the Company vide its Board meeting dated 2nd February,
2024 has passed the
resolution for Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000
Equity shares on
Preferential basis. Further the Company vide Special Resolution passed in its Extra
Ordinary General Meeting held
on 26th February, 2024, approved the Issuance of 7,50,000 Share warrants on Preferential
basis and 22,69,000
Equity shares on Preferential basis. Later, the Application was withdrawn voluntarily by
the Company prior to In-
principle approval of NSE. The application was withdrawn voluntarily as the objective of
preferential issue was to
utilize such funds for acquisitions and the funds were arranged from other sources.
5. DETAILS OF LOCK - IN OF SHARES:
In line with the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations,
2018, below are the details of the lock-in Shares of the Company held by Promoters and
Public Shareholders:
Name of the Shareholder |
Category | Quantity | Lock-in till one year (22-10- 2023) |
Lock-in for three years (22- 10-2025) |
Mr. Mahesh Pahalraj |
Promoter | 1,28,48,840 | 92,78,840 | 35,70,000 |
Mrs. Guddi Mahesh |
Promoter group | 1,50,500 | 1,50,500 | 0 |
Ms. Diti Mahesh Makhija |
Promoter group | 1,50,500 | 1,50,500 | 0 |
Mr. Arul Dhass David |
Public Shareholder | 40 | 40 | 0 |
Mr. Abhishek Tiwari |
Public Shareholder | 40 | 40 | 0 |
Mr. Koushik Thakurta |
Public Shareholder | 40 | 40 | 0 |
Mr. Charles James |
Public Shareholder | 40 | 40 | 0 |
6. TRANSFER TO RESERVE:
The Company has not transferred any amount to the General Reserves during the year.
7. UNPAID DIVIDEND & IEPF:
The Company was not required to transfer any amount to the Investor Education & Protection Fund (IEPF).
8. STATE OF AFFAIRS OF THE COMPANY:
Information on the operations and financial performance, among others for the period
under review, is given in the
Management Discussion and Analysis Report which is annexed to this Report as an Annexure V
and is in accordance
with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
9. ALTERATION IN MEMORANDUM OF ASSOCIATION:
The Company has altered its Memorandum of Association by increasing its Authorised
Share Capital of the
company from Rs. 18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One
Crore Eighty Lakhs)
Equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 23,00,00,000/- (Rupees Twenty
Three Crore only) divided
into 2,30,00,000 (Two Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each
by way of Postal Ballot
through remote evoting on Saturday, December 16, 2023.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(a) Composition & Constitution of Board of Directors:
The Board of Directors as on date comprises of following Directors:
Sr. No. Name |
DIN/ PAN | Designation |
1. Mr. Mahesh Pahalraj |
02700606 | Chairman, Managing Director |
2. **Mrs. Guddi Makhija |
08837871 | Non-Executive Director |
3. Mr. Prajwal Jayasheela |
07480513 | Non-Executive Independent Director |
4. Mr. Niken Ravin Shah |
07604022 | Non-Executive Independent Director |
5. *Mr. Deena Nath Pathak |
02104727 | Non-Executive Director |
(b) Composition & Constitution of Key Managerial Personnel:
The Key Managerial Personnels as on date comprises of following:
Sr. Name |
DIN/ PAN | Designation |
1. Mrs. Toral Jailesh Bhadra |
BNJPG6249Q | Company Secretary and Compliance Officer |
2. Mrs. Sejal Vivek Mhatre |
ASLPM7957P | Chief Financial Officer |
*After the end of financial year, the Company has appointed Mr. Deena Nath Pathak (DIN:
02104727) as an
Additional Non-Executive Director in the Board Meeting held on August 23, 2024.
**Mrs. Guddi Makhija (DIN: 08837871), Non-Executive Director, has resigned from the
Board w.e.f August 23,
2024
(c) Retirement by Rotation of the Directors
Independent directors hold office for a fixed term not exceeding five years from the
date of their appointment
and are not liable to retire by rotation.
The Act mandates that at least two-thirds of the total number of directors (excluding
independent directors) shall
be liable to retire by rotation.
In terms of Section 152 of the Companies Act, 2013, Mr. Mahesh Makhija Makhija (DIN:
02700606), retire by
rotation and being eligible offer themselves for re-appointment at the 7th Annual General
Meeting of the
company scheduled to be held on Friday, September 27, 2024.
11. RECONCILIATION OF SHARE CAPITAL AUDIT :
As stipulated by SEBI, a qualified Practicing Company Secretary carries out the
quarterly reconciliation of the total
Share capital held with the National Security Depository Limited (NSDL) and Central
Depository Services (India)
Limited (CDSL) and the total issued and listed share capital and the report thereon is
submitted to the National
Stock Exchange of India Limited. The report, inter alia, confirms that the number of
shares issued, listed on the
Stock exchange and that held in demat mode are in agreement with each other.
12. Independent Directors :
(a) Declaration by Independent Directors
Independent Directors have provided their confirmation, that they meet the criteria of
independence as provided
in sub- section (6) of Section 149 of the Companies Act, 2013. An Independent Director
shall hold office for a term
up to five consecutive years on the Board of a Company, but shall be eligible for
reappointment for the next five
years on the passing of a special resolution by the Company.
(b) Changes in Independent Director
There are no changes in the Independent Director during the year 2023-24.
(c) Familiarisation Programme for Independent Directors:
The Company through its Executive Directors / Senior Managerial Personnel conduct
programs / presentations
periodically to familiarize the Independent Directors with the strategy, operations and
functions of the Company.
Such programs / presentations will provide an opportunity to the Independent Directors to
interact with the
senior leadership team of the Company and help them to understand the Companys strategy,
business model,
operations, service and product offerings, markets, organization structure, finance, human
resources, technology,
quality, facilities and risk management and such other areas as may arise from time to
time. The programs /
presentations shall also familiarize the Independent Directors with their roles, rights
and responsibilities.
The Company circulate news and articles related to the industry on a regular basis and
may provide specific
regulatory updates from time to time and The Company conduct an introductory
familiarization program /
presentation, when a new Independent Director comes on the Board of the Company.
(d) Meetings
During the year under review, the Independent Directors met for 01(one) time. The
details of Board Meeting held
and participation of Directors thereat is enumerated as below:
Sr. No. Date of meeting |
Total No. of Independent Directors on the Date of Meeting |
No. of Independent Directors attended |
% of Attendance |
1 31-03-2024 |
02 | 02 | 100.00 |
13. MEETINGS:
During the year under review, the Board of your Company met Eight (8) times in the year
2023-2024. The details of
Board Meeting held and participation of Directors thereat is enumerated as below:
Sr. No. Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
% of Attendance |
1 26-05-2023 |
04 | 04 | 100.00 |
2 09-08-2023 |
04 | 04 | 100.00 |
3 29-08-2023 |
04 | 04 | 100.00 |
4 25-09-2023 |
04 | 02 | 50.00 |
5 13-11-2023 |
04 | 04 | 100.00 |
6 23-01-2024 |
04 | 04 | 100.00 |
7 02-02-2024 |
04 | 04 | 100.00 |
8 13-02-2024 |
04 | 04 | 100.00 |
The details of Board Meetings held from April 01, 2023 to March 31, 2024 and attendance
of each Director thereat
is as follows:
| Sr. No. Name of Member the Board | No. of Meetings entitled to attend | No. of Meetings attended |
% of Attendance |
1. Mahesh Pahalraj Makhija |
08 | 08 | 100 |
| 2. Guddi Makhija | 08 | 08 | 100 |
| 3. Niken Ravin Shah | 08 | 07 | 87.5 |
| 4. Prajwal Jayasheela Poojari | 08 | 07 | 87.5 |
14. COMMITTEES OF BOARD:
As on 31st March, 2024 the Composition of Audit Committee is as follows:
i. AUDIT COMMITTEE:
• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director
• Ms. Guddi Makhija - Member, Non - Executive Director
• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director
As on date the Committee was reconstituted on 23rd August, 2024, the
Composition of Committee is consisting
of the following members:
• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director
• Mr. Deena Nath Pathak - Member, Non - Executive Director
• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director
The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment
of Mr. Deena Nath
Pathak as a Non Executive Director with effect from 23rd August, 2024.
The Audit Committee of Directors was constituted pursuant to the provisions of Section
177 of the Companies Act,
2013. The composition of the Audit Committee is in conformity with the provisions of the
said section. The Audit
Committee met Four (4) times during the financial year ended 31st March, 2024.
| Sr. Date of meeting No. | Total No. of Directors on the Date of Meeting | No. of Directors attended |
% of Attendance |
| 1 26-05-2023 | 03 | 03 | 100% |
| 2 09-08-2023 | 03 | 03 | 100% |
| 3 13-11-2023 | 03 | 03 | 100% |
| 4 13-02-2024 | 03 | 03 | 100% |
The details of Audit Committee Meetings held from April 01, 2023 to March 31, 2024 and
attendance of each
Director thereat is as follows:
Sr. No. Name of the Committee |
No. of Committee Meetings entitled to attend |
No. of Meetings attended |
% of Attendance |
1. Niken Ravin Shah |
04 | 04 | 100% |
2. Prajwal Jayasheela Poojari |
04 | 04 | 100% |
3. Guddi Makhija |
04 | 04 | 100% |
The Committee is governed by a terms of reference, which is in line with the regulatory
requirements mandated by
the Companies Act, 2013. Some of the important functions performed by the Committee are:
1. Oversight of the Companys financial reporting process and the disclosure of its
financial information to
ensure that the financial statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditors report
thereon before
submission to our Board for approval, with particular reference to:
• Matters required to be included in the Directors Responsibility Statement, to
be included in our
Boards report in terms of clause (c) of sub-section 3 of section 134 of the Companies
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 any related party transactions; and
• modified opinion(s) in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission
to our Board for
approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized
for purposes other than
those stated in the offer document / prospectus / notice and the report submitted by the
monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations
to our Board to take up steps in this matter;
7. Reviewing and monitoring the auditors independence and performance, and effectiveness of audit process;
8. Approval of any subsequent modification of transactions of our Company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of our Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal
control systems
13. 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;
14. Discussion with internal auditors of any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the
matter to our Board;
16. 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;
17. Looking into the reasons for substantial defaults in the payment to depositors,
debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;
18. Reviewing the functioning of the whistle blower mechanism;
19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other
person heading the
finance function or discharging that function) after assessing the qualifications,
experience and background,
etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
21. reviewing the utilization of loans and/ or advances from/investment by the holding
company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary,
whichever is lower
including existing loans / advances / investments existing as on the date of coming into
force of this
provision.]
22. consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger,
amalgamation etc., on the listed entity and its shareholders.
23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.
All the Members on the Audit Committee have the requisite qualification for appointment
on the
Committee and possess sound knowledge of finance, accounting practices and internal
controls.
The Company Secretary acts as the Secretary to the Committee.
ii. NOMINATION AND REMUNERATION COMMITTEE:
As on 31st March, 2024 the Composition of Nomination and Remuneration Committee is as follows:
• Mr. Niken Ravin Shah - Chairman, Non-Executive Independent Director
• Mr. Prajwal Jayasheela Poojari - Member, Non-Executive Independent Director
• Ms. Guddi Makhija - Member, Non - Executive Director
As on date the Committee was reconstituted on 23rd August, 2024, the
Composition of Committee is consisting of the
following members:
• Mr. Niken Ravin Shah - Chairman, Non-Executive Independent Director
• Mr. Prajwal Jayasheela Poojari - Member, Non-Executive Independent Director
• Mr. Deena Nath Pathak - Member, Non - Executive Director
The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment
of Mr. Deena Nath
Pathak as a Non Executive Directorwith effect from 23rd August, 2024.
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013,
formulated the policy setting out the criteria for determining qualifications, positive
attributes, independence of a
Director and policy relating to remuneration for Directors, Key Managerial Personnel and
other employees.
During the year, the committee met once with full attendance of all the members. The
composition of the
Nomination and Remuneration Committee as of March 31, 2024 and details of the Members
participation at the
Meetings of the Committee are as under:
Sr.N0 Date of meeting |
Total No. of Directors on the Date of Meeting |
No.of Directors attended |
%of Attendance |
1 31-03-2024 |
03 | 03 | 100% |
The details of Nomination and Remuneration Committee Meetings held from April 01, 2023
to March 31, 2024 and
attendance of each Director thereat is as follows:
Sr. No. Name of the Committee |
No. of Committee Meetings entitled to attend |
No. of Meetings attended |
% of Attendance |
1. Mr. Niken Ravin Shah |
01 | 01 | 100 |
2. Mr. Prajwal Jayasheela |
01 | 01 | 100 |
3. Ms. Guddi Makhija |
01 | 01 | 100 |
The terms of reference of the Committee inter alia, include the following:
1. Formulation of the criteria for determining qualifications, positive attributes and
independence of a Director
and recommend to our Board a policy relating to the remuneration of the Directors, key
managerial personnel
and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration
Committee shall
evaluate the balance of skills, knowledge and experience on the Board and on the basis of
such evaluation,
prepare a description of the role and capabilities required of an independent director.
The person
recommended to the Board for appointment as an independent director shall have the
capabilities identified in
such description. For the purpose of identifying suitable candidates, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due regard to diversity; and
c) consider the time commitments of the candidates
3. Formulation of criteria for evaluation of independent Directors and our Board;
4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become Directors and who may be appointed
in senior management in
accordance with the criteria laid down, and recommend to our Board their appointment and
removal;
6. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report
of performance evaluation of independent directors.
7. Recommend to the board, all remuneration, in whatever form, payable to senior management.
iii. STAKEHOLDERS RELATIONSHIP COMMITTEE:
As on 31st March, 2024 the Composition of Stakeholders Relationship Committee is as follows:
• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director
• Ms. Guddi Makhija - Member, Non - Executive Director
• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director
As on date the Committee was reconstituted on 23rd August, 2024, the
Composition of Committee is consisting of the
following members:
• Mr. Prajwal Jayasheela Poojari - Chairman, Non-Executive Independent Director
• Mr. Deena Nath Pathak - Member, Non - Executive Director
• Mr. Niken Ravin Shah - Member, Non-Executive Independent Director
The Committee was reconstituted due to resignation of Ms. Guddi Makhija and appointment
of Mr. Deena Nath
Pathak as a Non Executive Director with effect from 23rd August, 2024.
The Company has Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013.
During the year, the committee met once (1) time with full attendance of all the
members. The composition of the
Stakeholders Relationship Committee as at March 31, 2024 and details of the Members
participation at the
Meetings of the Committee are as under:
Sr. Date of meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
% of Attendance |
1 31-03-2024 |
3 | 3 | 100% |
The details of Stakeholders Relationship Committee Meetings held from April 01, 2023
to March 31, 2024 and
attendance of each Director thereat is as follows:
Sr. No. Name of the |
No. of Committee Meetings entitled to attend |
No. of Meetings attended |
% of Attendance |
1. Mr. Niken Ravin Shah |
1 | 1 | 100 |
2. Mr. Prajwal Jayasheela |
1 | 1 | 100 |
3. Ms. Guddi Makhija |
1 | 1 | 100 |
The terms of reference of the Committee are:
1. Resolving the grievances of the security holders of the listed entity including
complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared
dividends, issue of
new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the listed entity in respect
of various services being
rendered by the Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the listed entity for
reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders
of the company.
During the year, there were no complaints received from shareholder on SCORES. There
are no balance
complaints. The Company had no share transfers pending as on March 31, 2024.
15. BOARD EVALUATION:
Your Board has devised an Evaluation Policy for evaluating the performance of the
Board, its Committees,
Executive Directors, Independent Directors. Based on the same, the performance was
evaluated for the financial
year ended March 31, 2024. As part of the evaluation process, the performance of Non-
Independent Directors,
the Chairman and the Board was conducted by the Independent Directors. The performance
evaluation of the
respective Committees and that of Independent and Non- Independent Directors was done by
the Board
excluding the Director being evaluated.
The policy inter alia provides the criteria for performance evaluation such as Board
effectiveness, quality of
discussion, contribution at the meetings, business acumen, strategic thinking, time
commitment and relationship
with the stakeholders, corporate governance practices, contribution of the committees
to the Board in
discharging its functions etc.
The Board carried out formal annual evaluation of its own performance and that of its
Committees viz., the Audit
Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee
(NRC). The Board
also carried out the performance evaluation of all the individual Directors including the
Chairman of the
Company. Additionally, NRC also carried out the evaluation of the performance of all the
individual Directors and
Chairman of the Company. The performance evaluation was carried out by way of obtaining
feedback from the
Directors through a structured questionnaire prepared in accordance with the policy
adopted by the Board and
after taking into consideration the Guidance Note on Board Evaluation issued by Securities
and Exchange Board
of India.
16. ANNUAL RETURN:
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and
Administration) Rules, 2014, the Annual Return of the Company shall be available on the
website of the Company
https://qmsmas.com/
17. VARIOUS POLICIES OF THE COMPANY:
The Company has formulated and implemented various policies pursuant to the Companies
Act, 2013 and SEBI
(LODR) Regulations, 2015 which is available on the Companys website https://qmsmas.com/Policies.html.
The policies are reviewed periodically by the Board and updated based on need and requirements:
POSH Policy |
This policy has been framed in accordance with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules framed thereunder (hereinafter "the Act") and provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it. |
|
Nomination and Remuneration Policy |
This Policy has been framed for the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and provides a framework based on which human resources management aligns their recruitment plans |
|
for strategic growth of the Company. |
||
Preservation of Documents and Archival Policy |
This policy has a strategic objective of ensuring that |
|
Policy Determination Materiality Disclosures Event |
This policy applies for determining and disclosing |
|
Code of Conduct for Non-Executive Directors |
The code of conduct for Non-Executive Directors to |
|
Terms and Condition for Appointment of |
The policy provides framework that regulates the |
|
Dividend Policy |
The policy contains recommendation, declaration |
|
Vigil Mechanism |
This policy establishes a Vigil Mechanism (Whistle |
|
Code of Practices and Procedures - UPSI |
The code of Practices and Procedures for Fair |
|
CSR POLICY |
The objective of the CSR Policy ("Policy") is
to lay |
|
18. AUDITORS:
i. Statutory Auditor:
The company in the Annual General Meeting to be held on September 27, 2024, will
appoint M/s. H.H.
Dedhia & Associates, Chartered Accountants, (ICAI Firm Registration No. 148213W) as
the Statutory Auditor
of the Company for the period for 5 years who shall hold office from the 7th Annual
General Meeting to be
held on September 27, 2024 till the conclusion of 12th Annual General Meeting to be held
in the year 2029
in respect of the financial years beginning from April 01, 2024 and ending with March 31,
2029.
The notes on financial statements referred to in the Auditors Report are self
explanatory and do not call for
any further comments and explanations. The Auditors Report does not contain any
qualification,
reservation or adverse remark. No instances of fraud have been reported by the Statutory
Auditors of the
Company under Section 143(12) of the Companies Act, 2013.
The Statutory Audit Report for the F.Y. 2023-24 does not contain any qualification,
reservation or adverse
remark. The Auditors have issued an unmodified opinion on the Financial Statements for the
Financial Year
ended 31st March, 2024. The Auditors Report for the Financial Year ended 31st
March, 2024 on the financial
statements of the Company is a part of this Annual Report.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Maharshi
Rajesh
Ganatra (Practicing Company Secretary) having Membership No. F11332 and Certificate of
Practice No.
14520 representing Maharshi Ganatra & Associates, Practicing Company Secretary Firm,
to undertake the
Secretarial Audit of the Company for the F.Y. 2023-24 in the Board Meeting held on May 23,
2024.
The Secretarial Audit Report for the Financial Year 2023-24 does not contain any
observations, qualifications
and adverse remarks.
The Secretarial Audit Report in Form MR-3 for F.Y. 2023-24 is annexed herewith as
"Annexure I" to the
Boards Report.
iii. Cost Auditor:
Appointment of Cost Auditor is not applicable to the Company.
iv. Internal Auditor:
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Companies
(Accounts) Rules,
2014, the company has appointed M/s Khushbu Parekh & Co., Chartered Accountants
(having Firm
Registration No.: 145191W), as an Internal Auditor for the Financial Year 2023-2024 in the
Board Meeting
held on May 26, 2023.
19. MAINTENANCE OF COST RECORDS:
The maintenance of cost accounts and records as prescribed under Section 148(1) of the
Companies Act, 2013 is
not applicable to the Company.
20. VIGIL MECHANISM:
In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for
Directors and Employees to report genuine concerns has been established. Affirmation is
also given that no
personnel has been denied access to the audit committee.
The Vigil Mechanism policy is displayed on the website of the company, viz
https://qmsmas.com/prospectus/Vigil mechanism.pdf
21. INTERNAL FINANCIAL CONTROLS:
The Company has put in place an adequate system of internal financial control
commensurate with its size and
nature of its business and continuously focuses on strengthening its internal control
processes. These systems
provide a reasonable assurance in respect of providing financial and operational
information, complying with
applicable statutes, safeguarding of assets of the Company and ensuring compliance with
corporate policies. The
internal financial control of the company is adequate to ensure the accuracy and
completeness of the accounting
records, timely preparation of reliable financial information, prevention and detection of
frauds and errors,
safeguarding of the assets, and that the business is conducted in an orderly and efficient
manner.
Audit Committee periodically reviews the adequacy of Internal Financial controls.
During the year, such controls
were tested and no reportable material weaknesses were observed. The system also ensures
that all transactions
are appropriately authorized, recorded and reported.
22. RISK ASSESSMENT AND MANAGEMENT:
The Company has been on a continuous basis reviewing and streamlining its various
operational and business
risks involved in its business as part of its risk management policy. The Company also
takes all efforts to train its
employees from time to time to handle and minimize these risks.
23. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate companies.
The Company had entered into Share Purchase Agreement on February 15, 2024 read with
the Amendment
Letter dated July 4, 2024 to acquire the shares of Saarathi Healthcare Private Limited for
a consideration of Rs.
45,00,00,540/- (Rupees Forty-Five Crore and Five Hundred and Forty Only) in Tranches.
Further on July 5, 2024, the Company has acquired 51% stake of Saarathi Healthcare
Private Limited and will now
be considered as the Subsidiary of the Company.
24. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 &
SS-2 on Meetings of the Board
of Directors and General Meetings, respectively.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
i. Conservation of Energy:
a) The steps taken or impact on conservation of energy - The Operations of the Company
are not energy
intensive. However, adequate measures have been initiated for conservation of energy.
b) The steps taken by the Company for utilizing alternate source of energy - Company
shall consider on
adoption of alternate source of energy as and when necessities.
c) The Capital Investment on energy conversation equipment - No Capital Investment yet.
ii. Technology absorption:
a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.
b) The benefits derived like product improvement, cost reduction, product development
or import substitution
- Not Applicable.
c) In case of imported technology (imported during the last three years reckoned from
the beginning of the
financial year) - Not Applicable.
• the details of technology imported;
• the year of import;
• whether the technology been fully absorbed;
• if not fully absorbed, areas where absorption has not taken place, and the reasons thereof
iii. The expenditure incurred on Research and Development - Not Applicable.
iv. Foreign Exchange earnings and outgo:
Foreign Exchange used - Rs. 10,91,03,850/-
Foreign Exchange earning - NIL
26. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:
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.
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered by the Company during the financial
year with related parties
were in the ordinary course of business and on an arms length basis. During the year, the
Company had not
entered into any contract / arrangement / transaction with related parties which could be
considered material in
accordance with the policy of the Company on materiality of related party transactions.
Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3) of the Companies
Act in Form AOC-2 is
not applicable. Attention of the members is drawn to the disclosures of transactions with
the related parties is set
out in Notes to Accounts forming part of the financial statement.
28. DEPOSITS:
The Company has not invited /accepted any deposits from the public falling within the
ambit of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
29. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going
concern status and Companys operations in future.
30. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF
THE FINANCIAL YEAR AND THE DATE OF REPORT:
There have been no material changes and commitments, affecting the financial position
of the Company occurred
between the end of the Financial year i.e. 31st March, 2024, to which the Financial
Statements relate and the
date of the report, if any, disclosed in separate respective head.
31. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act,
2013 and rules made there under, the Company has framed and adopted the policy for
Prevention of Sexual
Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment
during the year.
32. CHANGES IN NATURE OF BUSINESS:
There was no change in nature of Business during the year.
33. CORPORATE SOCIAL RESPONSIBILITY:
Corporate Social Responsibility (CSR) is embedded in long term business strategy of
company. The company is
committed to local community and society at large. With the companies Act, 2013 mandating
the corporate to
contribute towards social development and welfare of society, the companys CSR
initiatives help to elevate the
quality of the life of the people. The provisions of Section 135 of the Companies Act,
2013 read with rule 9 of
Companies (Corporate Social Responsibility Policy) Rules 2013 (including any statutory
modification or amendment
thereto or re-enactment thereof for the time being in force), are applicable to the
company.
During the year under review the Committee met twice during the year i.e on May 26,
2023 and March 28, 2024.
The details of the Meeting are as follows:
Sr. No. Name of Director |
Designation/ Nature of Directorship |
Number of meetings of CSR Committee held during the year |
Number of meetings of CSR Committee attended during the year |
1 Niken Ravin Shah |
Independent Director, Chairman |
2 | 2 |
2 Mahesh Pahalraj (DIN: 02700606) |
Managing Director, Member |
2 | 2 |
3 Prajwal J. Poojari |
Independent Director, Member |
2 | 2 |
A. Composition of the CSR committee of the board:
There has been no change in the constitution of CSR Committee during the year.
Following are the details of
members of CSR Committee:
Name of the Directors |
Nature of Directorship | Designation in Committee |
Niken Ravin Shah |
Independent Director | Chairman |
Mahesh Pahalraj Makhija |
Managing Director | Member |
Prajwal J. Poojari |
Independent Director | Member |
B. Average net profit of the company for last three Financial Years for the purpose of
computation of CSR is Rs
12,68,96,734.96/-.
C. CSR expenditure for Financial Year 2023-2024 is two per cent of the average net
profits of the company
made during the three immediately preceding financial years: Rs. 25,37,934.70/-.
D. Details of CSR spent during the Financial year:
• Total amount to be spent in the Financial year - Rs. 25,37,934.70/-.
• Excess Amount Spent last year - Rs. 25,234.86
• Expendiiture done this year - Rs. 25,25,400 which was spent as under:
Rs. 12,700/- towards Shri Mandev Suri Jain Gaushala Sewa Samiti, Rs.12,700 for PM Cares
Fund and
Rs. 25,00,000 towards K P Sanghvi Charitable Trust.
• Amount unspent during the Financial Year - Nil
• Manner in which the amount spent in the Financial year:
S. No. CSR project or |
Sector in which the project is covered |
Projects or programs (1) Local area or (2) Specify the State |
Amount outlay (budget) project or Programs wise (Amount in INR) |
Amount spent: Direct or through Implementing agency (give details of implementing agency) (Amount in INR) |
1 Donation |
Animal Welfare |
Rajasthan | 12,700/- | Shri Mandev Suri Jain Gaushala Sewa Samiti |
2 Donation |
Promoting health care including preventive health care |
Maharsahtra | 25,00,000/- | K P Sanghvi Charitable Trust (CSR00002956) |
3 Donation |
Contribution to Prime Ministers Citizen Assistance and Relief in Emergency Situations Fund (PM CARES Fund) |
NA | 12,700 | PM Cares Fund (Direct) |
E. The Annual Report on CSR Activities is annexed herewith as Annexure II
34. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY
CODE 2016:
No application is made during the Financial Year 2023-24 by or against the Company and
there are no
proceedings pending under the Insolvency and Bankruptcy Code 2016.
35. LISTING FEES:
The listing fees payable for the Financial Year 2023- 24 has been paid to National
Stock Exchange of India Limited
within due date.
36. HUMAN RESOURCES:
Your Company considers people as its biggest assets and Believing in People is at the
heart of its human
resource strategy. It has put concerted efforts in talent management and succession
planning practices, strong
performance management and learning and training initiatives to ensure that your Company
consistently
develops inspiring, strong and credible leadership.
Your Company has established an organization structure that is agile and focused on
delivering business results.
With regular communication and sustained efforts it is ensuring that employees are aligned
on common
objectives and have the right information on business evolution. Your Company strongly
believes in fostering a
culture of trust and mutual respect in all its employees seek to ensure that business
world values and principles
are understood by all and are the reference point in all people matters.
The current workforce breakdown structure has a good mix of employees at all levels.
Your Board confirms that
the remuneration is as per the remuneration policy of the Company.
As on March 31, 2024, the Company had only 114 employees.
37. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the
best of their knowledge and
ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed and
there are no material departures.
ii. They have 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/loss of the Company for that
period.
iii. They have taken proper and sufficient care for the maintenance of adequate
accounting records in
accordance with the provisions of the Act for safeguarding the assets of the Company and
for preventing
and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and
such internal financial
controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all
applicable laws and that
such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external
consultants and the
reviews performed by management and the relevant board committees, including the audit
committee, the board
is of the opinion that the Companys internal financial controls were adequate and
effective during the financial
year 2023-24.
38. OTHER DISCLOSURES:
i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:
The Company has not issued any shares with differential rights as to dividend, voting
or otherwise and
hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)
of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.
ii. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:
The Company has not issued any sweat equity shares during the year under review and
hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the
Companies (Share
Capital and Debenture) Rules, 2014 is furnished.
iii. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT.2013:
The Company has not issued any equity shares under Employees Stock Option Scheme during
the year
under review and hence no information as per provisions of Section 62(1)(b) of the Act
read with Rule 12(9)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
iv. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares
purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4)
of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
v. OTHER DISCLOSURES WITH RESPECT TO REGULATION 62 OF THE COMPANIES ACT, 2013:
The Company vide its Board meeting dated February 02, 2024 has passed the resolution
for Issuance of
7,50,000 Share warrants on Preferential basis and 22,69,000 Equity shares on Preferential
basis. Further the
Company vide Special Resolution passed in its Extra Ordinary General Meeting held on
February 26, 2024,
approved the Issuance of 7,50,000 Share warrants on Preferential basis and 22,69,000
Equity shares on
Preferential basis.
However, the Application was withdrawn voluntarily by the Company prior to Inprinciple
approval of NSE, as
the objective of preferential issue was fulfllied by the Company from other sources.
39. REPORTING OF FRAUD:
The Auditors of the Company have not reported any instances of fraud committed against
the Company by its
officers or employees as specified under Section 143(12) of the Companies Act, 2013.
40. CAUTIONARY STATEMENTS:
Statements in this Annual Report, particularly those which relate to Management
Discussion and Analysis as
explained in the Corporate Governance Report, describing the Companys objectives,
projections, estimates and
expectations may constitute forward looking statements within the meaning of applicable
laws and regulations.
Actual results might differ materially from those either expressed or implied in the
statement depending on the
circumstances.
41. SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2024:
No other Director (except as mentioned below) holds any shares in the Company. The
Company has not issued
any convertible instruments
Sr. No. Name of the Directors |
Shareholding at the beginning of the year |
Shareholding at the end of the year. |
1. Mahesh Makhija |
1,28,48,840 (71.98%) | 1,28,48,840 (71.98%) |
2. Guddi Makhija Non-Executive Director |
1,50,500 (0.84%) | 1,50,500 (0.84%) |
42. BOARD-SKILLS/EXPERTISE/COMPETENCIES:
The Board of directors based on the recommendations of the Nomination and Remuneration
Committee,
identified the following core skills/expertise/competencies of Directors as required in
the context of business of
the Company for its effective functioning:
| Sr. No Skills/Expertise/Competencies |
| 1 Leadership qualities |
| 2 Industry knowledge and experience |
| 3 Understanding of relevant laws, rules and regulations |
| 4 Financial Expertise |
| 5 Risk Management |
Following are the details of the skills and competence possessed by the Board of Directors:
Sr.No Name of 1 Mahesh Makhija 2 Prajwal Poojari 3 Niken Shah |
Leadership qualities |
Industry knowledge and experience |
Understanding of |
Financial Expertise |
Risk Management |
||||||
Expert |
Expert |
Expert |
Expert |
Expert |
|||||||
Expert |
Expert |
Expert |
Expert |
Expert |
|||||||
Expert |
Expert |
Expert |
Expert |
Expert |
|||||||
4 |
Guddi Makhija |
Expert |
Expert |
Expert |
Expert |
Expert | |||||
The identified skills / competences are broad-based and marking of Proficient against
a particular member does
not necessarily mean the member does not possess the corresponding skills / competences.
43. DETAILS OF REMUNERATION TO ALL THE DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Name of the |
Salary, Allowance, perquisites and other benefits |
Performance- linked Income/Bonus/Co mmission Paid/Payable |
Stock Option | Pension | Sitting Fees Paid |
Mr. Mahesh |
1,68,00,000 | - | - | - | - |
Mrs. Guddi |
12,00,000 | - | - | - | - |
Mr. Niken Ravin |
- | - | - | - | 1,60,000 |
Mr. Prajwal |
- | - | - | - | 1,60,000 |
i. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
Sr.No Particulars of Remuneration |
Remuneration in (Rs.) till the date of employment |
||
| Company Secretary (Toral Bhadra) |
CFO (Sejal Mhatre) |
Total | |
1 Gross salary (a) Salary as per provisions contained in |
3,92,000 | 12,52,735 | 16,44,735 |
(b) Value of perquisites u/s 17(2) Income- (c) Profits in lieu of salary undersection |
|||
17(3) Income-tax Act, 1961 |
|||
2 Stock Option |
- | - |
|
3 Sweat Equity |
- | - |
|
4 Commission - as % of profit - others, specify... |
|||
5 Others, please specify |
- | - |
- |
Total |
3,92,000 | 12,52,735 | 16,44,735 |
ii.Disclosure of Managerial Remuneration:
Ratio of remuneration of each Director to the median remuneration of the employees of
the Company for FY 2023-
24 as well as the percentage increase in remuneration of each Director, Chief Financial
Officer and Company
Secretary is as under:
Name of Director/ Key |
Ratio to median remuneration | % increase in remuneration over previous year |
Mrs. Guddi Makhija - |
4.48:1 | 0.00% |
Mr. Mahesh Makhija - |
62.66:1 | 42.86% |
Mrs. Sejal Mhatre (CFO) |
4.67:1 | 18.58% |
Mrs. Toral Jailesh Bhadra |
1.46:1 | 44.90% |
A. Percentage increase in the median remuneration of employees in FY 2023-24: 4.06%
B. Number of permanent employees on the rolls of the Company as on March 31, 2024: 67
C. Comparison of average percentile increase in salary of employees other than the
managerial personnel and
the percentile increase in the managerial remuneration:
Particulars |
% change in remuneration |
Average Decrease in salary of employees (other than |
54.82 |
Average increase in remuneration of managerial personnel |
63.22% |
*Remuneration of KMP is not included for calculation of median remeuneration for the fair assessment.
Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial
Personnel and other
employees is as per the Remuneration Policy of the Company.
44. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type |
Section of the Companies Act |
Brief Description | Details of Penalty / Punishment/ Compounding fees imposed |
Authority [RD / NCLT/ COURT] |
Appeal made, if any (give Details) |
A. COMPANY |
|||||
Penalty Punishment Compounding |
NONE |
||||
B. DIRECTORS |
|||||
Penalty Punishment Compounding |
NONE |
||||
C. OTHER OFFICERS IN DEFAULT |
|||||
Penalty |
NONE |
||||
Punishment Compounding |
|||||
45. GENERAL:
a) 7th Annual General Meeting
Date |
Time | Venue |
27th September, |
02:00 PM | through Video Conferencing or Other Audio Visual means |
b) Financial Calendar for the year 2023-2024
Financial year |
1st April, 2023 to 31st March, 2024 (both days inclusive) |
Book Closure Dates |
21-09-2024 to 27-09-2024 |
c) Listing of Equity Shares on Stock Exchange and Stock Codes
Listing on Stock Exchange:
NSE Limited ("NSE")
Exchange Plaza, C-1, Block-G,
Bandra-Kurla Complex, Bandra (E),
Mumbai-400051
d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:
Financial Year |
AGM | Date | Time | Location |
2022-23 |
6th | Monday, September 25, 2023 |
11.00 a.m. | Through Video Conferencing or Other Audio Visual means |
2021-22 |
5th | Wednesday, September 14, 2022 |
11.00 a.m. | A1 A2/B1 B2, Navkala Bharti Bldg Plot No 16, Prabhat Colony, Opp Near Santacruz Bus Depot, Santacruz East, Mumbai 400055. |
2020-21 |
4th | Wednesday, September 15, 2021 |
11.00 a.m. | A1 A2/B1 B2, Navkala Bharti Bldg Plot No 16, Prabhat Colony, Opp Near Santacruz Bus Depot, Santacruz East, Mumbai 400055. |
Details of Resolutions passed via Postal Ballot Notice dated November 13, 2023
During the Financial Year 2023-24, the Authorized Share Capital of the Company is
increased from existing Rs.
18,00,00,000/- (Rupees Eighteen Crore only) divided into 1,80,00,000 (One Crore Eighty
Lakhs) Equity shares of
Rs. 10/- (Rupees Ten only) to Rs. 23,00,00,000/- (Rupees Twenty Three Crore only) divided
into 2,30,00,000 (Two
Crore Thirty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each by passing of an
Ordinary Resolution by way
of Postal Ballot through remote evoting on Saturday, December 16, 2023.
e) Stock Market Date and their Performance v/s S&P NSE Sensex
The high/low of the market price of the shares of the Company is as follows:
Month |
NSE (Rs.) |
|
| High | Low | |
April-2023 |
168.95 | 127.5 |
May-2023 |
153.6 | 130 |
June-2023 |
158.7 | 121.5 |
July-2023 |
158.85 | 137.6 |
August-2023 |
177.8 | 140 |
September-2023 |
152 | 130 |
October-2023 |
172 | 132 |
November-2023 |
151.35 | 138.8 |
December-2023 |
144.9 | 125.05 |
January-2024 |
184.6 | 118 |
February-2024 |
189 | 133 |
March-2024 |
148 | 113.15 |
f) Registrar And Share Transfer Agent (RTA):
Bigshare Services Private Limited
Office No. S6-2, 6th Floor Pinnacle Business Park,
Next to Ahura Centre Mahakali Caves Road,
Andheri (East).
Tel: 022-6263 8200.
Website: https://www.bigshareonline.com/
Share transfer system:
The Board has the authority for approving transfer, transmission of the Companys
securities. The Company ensures
that the Annual Compliance Certificate pursuant to regulations 40(9) and 40 (10) of the
SEBI Listing Regulations are
filed with the Stock Exchanges.
As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further
amendment vide
Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting
transfer of securities
(except in case of transmission or transposition of securities) cannot be processed
from April 1, 2019 unless the
securities are held in the dematerialized form with the depositories.
The Board appreciates that all the members are holding shares in dematerialized form.
Distribution of shareholding:
Nominal Value of Shares: Rs. 10
Category (Shares) |
Shareholders |
Shares |
||
| Number | % | Number | % | |
1-500 |
4 | 0.2522 | 160 | 0.0009 |
501- 1000 |
980 | 61.7907 | 9,80,000 | 5.4902 |
1001-2000 |
267 | 16.8348 | 5,34,000 | 2.9916 |
2001-3000 |
114 | 7.1879 | 3,42,000 | 1.9160 |
3001-4000 |
44 | 2.7743 | 1,76,000 | 0.9860 |
4001-5000 |
34 | 2.1438 | 1,70,000 | 0.9524 |
5001-10000 |
67 | 4.2245 | 5,17,000 | 2.8964 |
10001 and above |
76 | 4.7919 | 1,51,30,840 | 84.7666 |
Total |
1586 | 1,78,50,000 | 100.0000 | |
g) Dematerialization of Shares:
The Companys shares are required to be compulsorily traded on Stock Exchanges in
dematerialized form. The
number of shares as on 31st March, 2024 held in dematerialized and physical
form are as under:
Particulars |
No. of Shares | % |
NSDL |
14614960 | 81.88 |
CDSL |
3235040 | 18.12 |
Physical |
0 | 0 |
Total |
17850000 | 100.00 |
h) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:
The Company has complied with all mandatory requirements of Listing Regulations and has
not adopted any non-
mandatory requirements which are not applicable to the Company.
46. CORPORATE GOVERNANCE:
The Company does not fall under purview of Regulations of Corporate Governance.
Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements)
Regulations, 2015, the
provisions of reporting of Corporate Governance as specified in Regulation 27 (2) is not
applicable to the Company,
as it is SME Listed Company.
Though the Corporate Governance is not applicable to the Company, the Company has given
certain disclosures as
a practice of good corporate governance.
47. ACKNOWLEDGEMENTS:
Your Directors would like to express deep sense of appreciation for the assistance and
co-operation received from
the Financial Institutions, Banks, Government Authorities and Shareholders and for the
devoted service by the
Executives, staff and workers of the Company. The Directors express their gratitude
towards each one of them.
By Order of the Board of Directors |
For QMS MEDICAL ALLIED SERVICES LIMITED |
SD/- |
SD/- |
Mahesh Makhija |
Niken Ravin Shah |
DIN:02700606 |
DIN: 07604022 |
Managing Director |
Independent Director |
Add: 1101, Magnolia, 8th Road, Near V N |
Add: A/1003, Building No 36, Pant Nagar Saphalya Chs Ltd, Pantnagar , Sahakar Market Road , Ghatkopar East, Mumbai, Maharashtra, India 400075 |
Date: August 29, 2024 |
Place: Mumbai |
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