You are here » Home » Companies » Company Overview » KMS Medisurgi Ltd

KMS Medisurgi Ltd.

BSE: 540468 Sector: Others
NSE: N.A. ISIN Code: INE870V01014
BSE 00:00 | 05 Jun 32.10 0
(0.00%)
OPEN

32.10

HIGH

32.10

LOW

32.10

NSE 05:30 | 01 Jan KMS Medisurgi Ltd
OPEN 32.10
PREVIOUS CLOSE 32.10
VOLUME 4000
52-Week high 35.30
52-Week low 30.00
P/E 110.69
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 32.10
CLOSE 32.10
VOLUME 4000
52-Week high 35.30
52-Week low 30.00
P/E 110.69
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KMS Medisurgi Ltd. (KMSMEDISURGI) - Director Report

Company director report

To

The Members

KMS MEDISURGI LIMITED

Your Directors have pleasure in presenting their 19th Annual Report on the business andoperation of the company and the accounts for the financial year Ended 31st March 2017.

1. FINANCIAL RESULTS

The working results of the company for the year ended are as follows:

Sr. No. Particulars 31.03.2017 31.03.2016
(Rs.) (Rs.)
1. Revenue from operations 79006413 84144976
2. Other Income 1724716 641626
3. Total Revenue 80731129 84786602
4. Less: Expenses 77175844 81844834
5. Profit before Tax 3555285 2941768
6. Provision for Tax 1412000 1300000
7. Income Tax 0 0
8. Prior Years Tax Adjustments - 273647
9. Profit after Tax 2143285 1368121

2. FINANCIAL HIGHLIGHTS

The Net Income of your Company for the current year was decreased to Rs. 80731129/-as against Rs. 84786602/- of the previous year. Accordingly the Company's Net ProfitAfter Tax has been increased to Rs. 2143285/- for the current year as against the NetProfit After Tax of Rs. 1368121/- of the previous year.

Initial Public Offer of 27000000 (Rupees Two Crore Seventy Lacs only) divided into900000 Equity shares of Rs 30 each (including premium of Rs 20 per share)

3. CAPITAL STRUCTURE

The Authorised Share Capital of the Company is Rs 3 5000000./- (Rupees Three CroreFifty Lakhs) divided into 3500000 (Thirty Five Lakhs ) Equity shares of Rs 10/-

During the Financial year the paid up share capital of the Company is increased fromRs. 1 2000000/- (Rupees One Crore & Twenty Lakhs ) divided into 1200000 (TwelveLakhs ) equity shares of Rs. 10 each to Rs 2 4000000 (Rupees Two Crore Forty Lakhs)divided into 2400000 (Twenty Four Lakhs) equity shares of Rs 10 each. The same increasewas due to bonus issue.

4. DIVIDEND

Your Directors has recommend a Dividend of 0.5% i.e. Re. 0.05 Per Equity Share of facevalue of Re. 10/- each fully paid up aggregating to Rs. 165000/- for the year ended 31stMarch 2017.

5. DEPOSIT

During the year under review your company has not accepted any deposits from the publicand therefore no information is required to be furnished in respect of outstandingdeposits.

6. CHANGES IN NATURE OF BUSINESS

There is no significant change made in the nature of the company during the financialyear.

7. NAME OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES

At the end of the financial year under review none of the Company have become or ceasedto be subsidiaries joint ventures or associate companies.

8. RISK MANAGEMENT AND INTERNAL CONTROL SYSTEM

The Company has established a well-defined process of risk management wherein theidentification analysis and assessment of the various risks measuring of the probableimpact of such risks formulation of risk mitigation strategy and implementation of thesame takes place in a structured manner. Though the various risks associated with thebusiness cannot be eliminated completely all efforts are made to minimize the impact ofsuch risks on the operations of the Company. The Company on various activities also putsnecessary internal control systems in place across the board to ensure that businessoperations are directed towards attaining the stated organizational objectives withoptimum utilization of the resources.

9. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.

Particulars of contract or arrangements with related parties is annexed herewith inForm AOC 2 as "Annexure - A"

10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

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

11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The company has not given any loans or guarantees or investments covered under theprovisions of section 186 of the Companies Act 2013 during the Financial Year 2016-17.

12. TRANSFER TO RESERVES

The Company has transferred current year's profit of Rs. 2143285 to the Reserve &Surplus and the same is in compliance with the applicable provisions prescribed under theCompanies Act 2013.

13. DIRECTORS

Retire by Rotation-Rekha Devang Kanakia

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mrs Rekha Devang Kanakia Director (DIN: 00346198) of thecompany is liable to retire by rotation in the Nineteenth coming Annual General Meetingand being eligible he offer himself for re-appointment.

14. KEY MANAGERIAL PERSONNEL:-

Pursuant to the Section 2(51) and provisions of Section 203 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the Key Managerial Personnel (KMP) of the Company as on 31st March 2017 are as follows:

??Mr. Gaurang Prataprai Kanakia (DIN: 0346180) has been re-designated as ManagingDirector of the Company in Board Meeting held on 11th August 2016 w.e.f. 11th August 2016

??Mr. Anand Prataprai Kanakia has been appointed as Chief Financial Officer (CFO) ofthe Company in Board Meeting held on 9th July 2016 w.e.f. 19th July 2016.

??Mrs. Jyoti Padia has been appointed as a Company Secretary & Compliance Officerof the Company in Board Meeting held on 16th August 2016 w.e.f. 16th August 2016.

However Mrs jyoti Padia had resigned from the post of Company Secretary of the Companyw.e.f. 15th September 2016 and Mrs. Kirty Agarwal has been appointed as Company Secretaryin Board Meeting held on 16th September 2016 w.e.f. 16th September 2016.

15. BOARD EVALUATION

In compliance with the provisions of the Companies Act 2013 and other provisions ifany the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its Nomination& Remuneration Committee and Shareholder's Grievance Committee. The manner in whichthe evaluation has been carried out has been explained in the Corporate Governance Report.

16. MEETING OF BOARD OF DIRECTORS

A)

Number of Board Meetings in the year

During the year 18 meetings of the Board of Director's were held. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013.

Sr. No. Date on which board Meetings were held
1. 04.04.2016
2. 12.05.2016
3. 09.07.2016
4. 14.07.2016
5. 20.07.2016
6. 11.08.2016
7. 16.08.2016
8. 26.08.2016
9. 01.09.2016
10. 03.09.2016
11. 16.09.2016
12. 29.09.2016
13. 14.12.2016
14. 02.02.2017
15. 08.03.2017
16. 22.03.2017
17. 24.03.2017
18. 31.03.2017

B) Attendance of Directors at Board meetings held in the previous year are as follows:

Sr. No. Name of Director Category of Director No. of Board Meetings attended Attendance at the last AGM No. of Committee Membership in which he/she is a Chair Person
1 Gaurang Prataprai Kanakia (DIN: 00346180) Chairman and Managing Director 18 Yes Member in one Committee
2 Rekha Devang Kanakia (DIN: 00346198) Woman Non- Executive Director 18 Yes Member in one Committee
3 Niraj Kumud Shah (DIN: 02202596) Non-Executive Non Independent Director 15 Yes Member in one Committee
4 Hardik Rajnikant Bhatt (DIN: 07566870) Independent Director 14 Yes Chairman in One Committee & Member in two Committee
5 Kamlesh Chunilal Rajani (DIN: 07588417) Independent Director 12 Yes Chairman in Two Committee & Member in One Committee

17. MEETING OF MEMBERS:

During the year under review 18th Annual General Meeting of the Company was held on30th September 2016 and 3 (Three) Extra-Ordinary General Meeting was held on 22nd June2016 12th July 2016 and 8th September 2016 .

18. COMMITTEES

There are three Committees constituted as per Companies Act 2013. They are:

A. Audit Committee

B. Nomination & Remuneration Committee C. Shareholders & Investor's GrievanceCommittee

Committees:

A. Audit Committee

During the year One (1) Audit Committee meetings were held on the following dates20/12/2016 & 31/03/2017.

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Hardik Rajnikant Bhatt (DIN: 07566870) Independent Director Chairman 2
2 Kamlesh Chunilal Rajani (DIN: 07588417) Independent Director Member 2
3 Niraj Kumud Shah (DIN: 02202596) Non Independent Non Executive Director Member 2

B. Nomination and Remuneration Committee

During the year One (1) Nomination & Remuneration Committee meetings were held on31/03/2017

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Kamlesh Chunilal Rajani (DIN: 07588417) Independent Director Chairman 2
2 Rekha Devang Kanakia (DIN: 00346198) Non-Executive Non Independent Director Member 2
3 Hardik Rajnikant Bhatt (DIN: 07566870) Independent Director Member 2

C. Stakeholder's Relationship Committee

During the year One (1) Stakeholder's Relationship Committee meetings were held on31/03/2017

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Kamlesh Chunilal Rajani Independent Director Chairman 2
(DIN: 07588417)
2 Hardik Rajnikant Bhatt (DIN: Independent Director Member 2
07566870)
3 Gaurang Prataprai Kanakia Independent Director Member 2
(DIN: 00346180)

D. Independent Director Meeting:

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.

Independent Directors of the company met one time during the year on 31stMarch 2017 asper Regulation 25of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the ends of the financial year of the Company towhich the financial statements relate and the date of the report.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNING AND OUTGO

As the Company is not covered in the list of industries required to furnish informationin Form "A" relating to Conservation of Energy the same is not given. Eventhough its operations are not energy-n intensive significant measures are taken to reduceenergy consumption by using energy- effect equipment. The Company regularly reviews powerconsumption and thereby achieves cost savings.

21. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - B".

22. DIRECTORS' RESPONSIBILITY STATEMENT

(i) To the best of their knowledge and belief and according to the information andexplanation obtained by them your Directors make the following statements in terms of theSection 134(3) (c) of the Companies Act 2013.

(ii) That in the preparation of the annual financial statements for the year endedMarch31 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

(iii) That such accounting policies as mentioned in the Financial Statements as‘Significant Accounting Policies' have been selected and applied consistently andjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the company as at March 31 2017 and of theprofit of the Company for the year ended on that date;

(iv) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(v) That the annual financial statements have been prepared on a going concern basis;

(vi) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;

(vii) Those proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

23. AUDITORS

(I) Statutory Auditors

M/s Mayur Mahesh Shah & Co Chartered Accountants Auditors of the company tenureis coming to an end from the conclusion of the ensuing Annual General Meeting. M/s MayurMahesh Shah & Co Chartered Accountants has completed the prescribed term underCompanies Act 2013.

Accordingly Company has proposed the appointment of M/s Kalpesh Jain & AssociatesChartered Accountants having registration No. 132603W being eligible offer themselvesfor appointment in ensuing Annual General Meeting of the Company. The Company has receiveda consent letter containing the declaration from them that if their appointment be madethat would be within the limit and they are qualified as per Section 141 of the CompaniesAct 2013. The Board of Directors recommends their name for approval by the members of thecompany for appointment as Statutory Auditor of the company to hold office from theconclusion of ensuing Annual General Meeting (AGM) till the conclusion of sixth followingAGM for a period of five financial years commencing from 2017-18 to 2021-22 subject to theratification of the appointment by members at every AGM and to fix their remuneration.

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

(II) Secretarial Auditors

In terms of Section 204 of the Companies Act 2013 and Rules made there under M/sMayank Arora & Co. Practicing Company Secretary have been appointed as a SecretarialAuditors of the Company. The Secretarial Audit report of the Secretarial Auditor isenclosed as "Annexure-C to this Report". The Secretarial Audit reportdoes not contain any qualification auditors observation in this report is selfexplanatory and management is in the process of complying the same.

24. DISCLOSURE OF EMPLOYEES REMUNERATION

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of Rs.60 Lacs per year to be disclosed in the Report of Board ofDirectors are not applicable to the Company as none of the employees was in receipt ofremuneration in excess of Rs.60 Lacs during the financial year 2016-17.

Appointment & Remuneration of Managerial Personnel is annexed herewith as "Annexure-D"

25. POLICY

??VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with theprovisions of Section 177 of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. It aims to provide an avenuefor employees through this policy to raise their concerns on any violation of legal orregulatory requirements suspicious fraud misfeasance misrepresentation of any financialstatements and reports. The Vigil Mechanism/Whistle Blower Policy is being made availableon the Company's website www.kmsgroup.in.

??REMUNERATION POLICY:-

Pursuant to provision of Section 178(3) of the Companies Act 2013 The Board hasframed a Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors. More details have been disclosed in theCorporate Governance

Report. The Remuneration Policy has been uploaded on the Company's websitewww.kmsgroup.in.

26. CORPORATE GOVERNANCE

Company is listed on BSE-SME. Hence Corporate Governance Report is not applicable tothe company for financial year 2016-17

27. CORPORATE SOCIAL RESPONSIBILITY (CSR):-

The Provision of the CSR expenditure and Composition of Committee as provided in thesection 135 of the Companies Act 2013 is not applicable to company

28. LISTING OF SHARES:-

The Company issued a Prospectus dated 30th March 2017 and the basis of allotmentwas finalized in consultation with the BSE Limited on 20th April 2017. The Companyallotted fully paid up 9 00000 Equity Shares of Rs. 10/- each at a price of Rs. 30 /-per Share (including Premium of Rs.20/- per Share). The Equity Shares of the Company werelisted and admitted to dealings on the SME Platform of BSE Limited with effect from 24thApril 2017. Further The Annual listing Fee for the year 2017-18 has been paid.

29. GOODS & SERVICE TAX REGISTRATION:-

Goods & Service Tax ("GST") which is a comprehensive indirect tax reformis introduced in India w.e.f. 1st July 2017 and was applicable throughout India whichreplaced multiple cascading taxes levied by the Central and State Governments. Hence yourCompany has also got registered under the same for trading of Surgical and Disposableitems. GST registration number of the Company and primary address are as under:

LOCATION OF PRIMARY PLACE OF BUSINESS GSTIN ALLOTTED
Mumbai 27AAACK9269Q1ZM

30. SEXUAL HARASSMENT

There was no case filled during the year under the sexual harassment of women atworkplace (Prevention Prohibition & Redressal) Act 2013. Further Company ensuresthat there is a healthy and safe atmosphere for every women employee at the workplace andmade the necessary policies for safe and secure environment for women employee.

31. ACKNOWLEDGEMENT

The Board wishes to place on record their sincere appreciation and acknowledge withgratitude the effort put in and co-operation extended by bankers shareholders employeesat all levels and all other associated persons bodies or agencies for their continuedsupport.

5th September 2017 For KMS Medisurgi Limited
Mumbai
Sd/- Sd/-
Gaurang Prataprai Kanakia Rekha Devang Kanakia
Managing Director Director
(DIN: 00346180) (DIN: 0034698)