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KMS Medisurgi Ltd.

BSE: 540468 Sector: Others
NSE: N.A. ISIN Code: INE870V01014
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NSE 05:30 | 01 Jan KMS Medisurgi Ltd
OPEN 30.10
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VOLUME 4000
52-Week high 35.30
52-Week low 30.05
P/E 103.79
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 30.10
CLOSE 30.10
VOLUME 4000
52-Week high 35.30
52-Week low 30.05
P/E 103.79
Mkt Cap.(Rs cr) 10
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 20thAnnual Report on thebusiness and operation of the company and the accounts for the financial year Ended 31stMarch 2018.

1. FINANCIAL RESULTS

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

Sr. No. Particulars 31.03.2018 31.03.2017
(Rs.) (Rs.)
1. Revenue from operations 73235947 79006413
2. Other Income 3532236 1724716
3. Total Revenue 76768183 80731129
4. Less: Expenses 74960694 77175844
5. Profit before Tax 2097173 3555285
6. Provision for Tax 850000 1412000
7. Income Tax 0 0
8. Prior Years Tax Adjustments 0 0
9. Profit after Tax 957489 2143285

2. FINANCIAL HIGHLIGHTS

During the financial year ended 31st March 2018 the total revenue was Rs.76768183/- as against Rs. 80731129/- in the previous year. For March 31 2018Company's Net Profit after tax was Rs. 957489/- as against Rs. 2143285/- in theprevious year.

Initial Public Offer (IPO) of Rs. 27000000 (Rupees Two Crore Seventy Lakhs only)divided into 900000 Equity Shares of Rs. 10/- each issued at Rs. 30/- per shares beingRs. 20/- Premium per shares.

3. CAPITAL STRUCTURE

The Authorized Share Capital of the Company is Rs 35000000/- (Rupees Three CroreFifty Lakhs) divided into 3500000 (Thirty- Five Lakhs ) Equity shares of Rs 10/- each.

The Paid- up Share Capital has increased to Rs. 33000000/- (Rupees Three CroreThirty lakhs only) divided into 3300000 Equity shares of Rs. 10/- each fully paid- upfrom Rs. 24000000/- (Rupees Two Crore Forty Lakhs only) divided into 2400000 Equityshares of Rs. 10/- each fully paid- up

4. DIVIDEND

Your Directors are pleased to recommend a Dividend of 0.5% i.e. Re. 0.05 Per EquityShare of face value of Re. 10/- each fully paid up aggregating to Rs. 165000/- for theyear ended 31st March 2018 subject to the approval of Members at the AnnualGeneral Meeting on 29th September 2018.

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 2017-18.

12. TRANSFER TO RESERVES

The Company has transferred Rs. 957489/- to the Reserve & Surplus and the same isin compliance with the applicable provisions prescribed under the Companies Act 2013.

13. DIRECTORS

Retire by Rotation- Gaurang Prataprai Kanakia

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Gaurang Prataprai Kanakia Director (DIN: 00346180) ofthe company is liable to retire by rotation in the 20th Annual General Meetingand being eligible he offer himself for reappointment.

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 2018 are as follows:

• Mr. Gaurang Prataprai Kanakia (DIN: 0346180) Managing Director of the Company.

• Mr. Anand Prataprai Kanakia Chief Financial Officer (CFO) of the Company.

• Ms. Kirty Agarwal Company Secretary & Compliance Officer of the Company.

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 (2017- 18)

During the year 09 meetings of the Board of Director's were held. Detail is as below:

Sr. No Date of Meetings
1. 04.04.2018
2. 20.04.2018
3. 24.04.2018
4. 24.07.2018
5. 05.09.2018
6. 19.09.2018
7. 14.11.2018
8. 12.01.2018
9. 20.03.2018

B) Attendance of Directors at Board meetings held during the year:

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 9 Yes Member in one Committee
2 Rekha Devang Kanakia (DIN: 00346198) Woman NonExecutive Director 9 Yes Member in one Committee
3 Niraj Kumud Shah (DIN:02202596) Non-Executive Non Independent Director 9 Yes Member in one Committee
4 Hardik Rajnikant Bhatt (DIN: 07566870) Independent Director 9 Yes Chairman in One Committee & Member in two Committee
5 Kamlesh Chunilal Rajani (DIN: 07588417) Independent Director 9 Yes Chairman in Two Committee & Member in One Committee

17. MEETING OF MEMBERS

During the year 19th Annual General Meeting of the Company was held on 30thSeptember 2017.

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 Grievance Committee

A. Audit Committee

1. During the year 5 Audit Committee meetings were held on the following detail isas follows:

Sr. No Date of Meetings
1. 04.04.2017
2. 24.07.2017
3. 05.09.2017
4 14.11.2017
5 10.03.2018

2. Attendance of Directors in Audit Committee Meeting:

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Hardik Rajnikant Bhatt (DIN:07566870) Independent Director Chairman 5
2 Kamlesh Chunilal Rajani (DIN:07588417) Independent Director Member 5
3 Niraj Kumud Shah (DIN: 02202596) Non Independent Non Executive Director Member 5

B. Nomination & Remuneration Committee

1. During the year 1 Nomination & Remuneration Committee meetings was held detailis as follows:

Sr. No Date of Meetings
1. 31.03.2018

2. Attendance of Directors in Nomination & Remuneration Committee Meeting:

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

C. Stakeholder's Relationship Committee

1. During the year Four Stakeholder's Relationship Committee meetings were held detailis as follows:

Sr. No Date of Meetings
1. 30.06.2017
2. 03.10.2017
3. 02.01.2018
4. 02.04.2018

2. Attendance of Directors in Stakeholder's Relationship Committee Meeting:

Sr. No. Name Designation Position in committee No. of Meetings Attended
1 Kamlesh Chunilal Rajani (DIN:07588417) Independent Director Chairman 4
2 Hardik Rajnikant Bhatt (DIN: 07566870) Independent Director Member 4
3 Gaurang Prataprai Kanakia (DIN: 00346180) Managing Director Member 4

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.

1. During the year One meeting was held detail is as follows:

Sr. No Date of Meetings
1. 31.03.2018

2. Attendance of Directors in Independent Director Meeting is as follows:

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

19. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANYWHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL 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 2018 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 2018 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

The Company's Auditors M/s. Kalpesh Jain & Associates Chartered Accountants (FirmRegistration No. 132603W) were appointed as Statutory Auditors of the Company from theconclusion of 19th Annual General Meeting held on 30th September2017 till the conclusion of 24th Annual General Meeting for a term of fiveconsecutive years. As per the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting. In accordance with the Section 40 of the Companies (Amendment) Act 2017 theappointment of Statutory Auditors is not required to be ratified at every AGM.

(II) Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act 2013 and Rules made thereunder M/s Mayank Arora & Co. Practicing Company Secretary have been appointed as aSecretarial Auditors of the Company. The Secretarial Audit report of the SecretarialAuditor is enclosed as "Annexure-C to this Report"

The Secretarial Audit Reports does not contain any qualification.

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 Lakhs 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 Lakhs 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'swebsite www.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 ofallotment was finalized in consultation with the BSE Limited on 20th April2017. The Company allotted fully paid up 900000 Equity Shares of Rs. 10/- each at aprice of Rs. 30 /- per Share (including Premium of Rs.20/- per Share). The Equity Sharesof the Company were listed and admitted to dealings on the SME Platform of BSE Limitedwith effect from 24th April 2017. Further The Annual listing Fee for the year 2018-19has been paid.

29. 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.

30. 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:

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.

Date: 6th September 2018 For KMS Medisurgi Limited
Place: Mumbai Gaurang Kanakia Rekha Kanakia
Managing Director Director
(DIN: 00346180) (DIN: 00346198)