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Nexus Surgical and Medicare Ltd.

BSE: 538874 Sector: Others
NSE: N.A. ISIN Code: INE370Q01015
BSE 15:22 | 27 Jan 3.65 0.17
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NSE 05:30 | 01 Jan Nexus Surgical and Medicare Ltd
OPEN 3.65
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VOLUME 1000
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Buy Price 3.65
Buy Qty 13896.00
Sell Price 0.00
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OPEN 3.65
CLOSE 3.48
VOLUME 1000
52-Week high 3.66
52-Week low 2.28
P/E
Mkt Cap.(Rs cr) 2
Buy Price 3.65
Buy Qty 13896.00
Sell Price 0.00
Sell Qty 0.00

Nexus Surgical and Medicare Ltd. (NEXUSSURGICAL) - Director Report

Company director report

To

The Members

Nexus Surgical and Medicare Limited

(Formerly known as Nexus Commodities and Technologies Limited)

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

1. Financial Highlights:

The financial results are summarized below:

(Amount in hundreds)

Particulars For the year ended 31st March 2021 For the year ended 31st March 2020
A Total Revenue 375267 173231
B Total Expenses 358227 166139
C Profit/(Loss) Before Exceptional Item 17040 7092
D Exceptional Item: Capital WIP written off 535049
E Profit/(Loss) Before Tax 17040 (527957)
F Tax expense - Current Tax 3000 1510
- Tax for earlier years (1510)
- Deferred Tax 150 118
G Profit/(Loss) after Tax 15400 (529584)

2. Financial Performance:

During the year under review the Company has earned Total Revenue of Rs. 375267hundreds in comparison to Rs. 173231 hundreds during the previous year. The Company hasearned net profit of Rs. 15400 hundreds in comparison to net loss of Rs. 529584hundreds incurred during the previous year. Your directors are hopeful of betterperformance in the forthcoming year. There was no change in the nature of the business ofthe Company during the year.

3. Dividend & Reserves:

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

4. Management Discussion & Analysis:

Management Discussion & Analysis report is being given under Corporate GovernanceReport. There are no material changes between the end of the financial year and the dateof the report which may affect the financial position of the Company.

5. Listing with Stock Exchanges:

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

6. Dematerialization of Shares:

91.13% of the Company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2021 and balance 8.87% is in physical form. The Company's Registrar and TransferAgent is Purva Sharegistry (India) Private Limited having their registered office at UnitNo. 9 Shiv Shakti Industrial Estate Ground Floor J.R. Boricha Marg Opp. KasturbaHospital Lower Parel (East) Mumbai - 400 011.

7. Internal Financial Controls:

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

8. Finance & Accounts:

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

Your company is required to prepare financial statements under Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Companies Act 2013 read with Rule3 of the Companies (Indian Accounting Standards) Rules 2015. The estimates and judgmentsrelating to financial statements are made on prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present the Company'sstate of affairs and loss for the year ended 31st March 2021.

9. Subsidiaries Joint Ventures and Associates Companies:

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

10. Deposits:

The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.

11. Statutory Auditors:

The members of the Company at 28th AGM held on 30th September2017 had appointed M/s. Satya Prakash Natani & Co. (having Firm Registration No.115438W) Chartered Accountants Mumbai as the Statutory Auditors of the Company for aterm of 5 years and accordingly they hold their office till the conclusion of AnnualGeneral Meeting to be held in the year 2022.

The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.

12. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. Nitesh Chaudhary& Associates Practicing Company Secretary Mumbai have been appointed as SecretarialAuditors of the Company.

The Secretarial Audit Report for the financial year ended March 31 2021 does notcontain any qualification which requires any comments from the Board. The SecretarialAudit Report for financial year ended March 31 2021 is annexed to this report as AnnexureA.

13. Internal Auditors:

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

14. Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 the copy of Annual Return can be accessed atCompany's website at www.nexusmed.co.in.

15. Particulars Regarding Conservation of Energy Technology Absorption:

Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 requires disclosure of the particulars regarding conservation ofEnergy and Technology absorption. The Company is not a manufacturing Company; thereforeinformation required under this clause is not applicable to the Company.

16. Foreign Exchange Earnings / Outgo:

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

17. Corporate Social Responsibility (CSR):

The Company does not fall under the prescribed class of companies' u/s 135(2) of theCompanies Act 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)Rules 2014. Hence CSR is not applicable to the Company.

18. Human Resources:

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

19. Meetings of the Board:

The Board of Directors duly met 6 times during the financial year the details of thesame are given in the Corporate Governance Report. The intervening gap between the twoconsecutive meetings was within the period prescribed under the Companies Act 2013.

20. Disqualification of Directors:

During the year under review the Company has received Form DIR-8 from all Directors asrequired under the provisions of Section 164(2) of the Companies Act 2013 read withCompanies (Appointment and Qualification of Directors) Rules 2014 that none of theDirectors of your Company is disqualified to hold office as director and debarred fromholding the office of a Director.

21. Directors and Key Managerial Personnel:

(i) Appointment of Directors retiring by rotation:

Mr. Rupesh Roongta (holding DIN 02576510) Director of the Company will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.

(ii) Appointment of Additional Director:

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

In terms of Section 161 of the Companies Act 2013 Ms. Neha Kailash Bhageria holdsoffice upto the conclusion of ensuing Annual General Meeting and being eligible offersherself for reappointment.

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

Brief profile of the Directors proposed to be appointed/reappointed as required underRegulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are part of the Notice convening the Annual General Meeting.

(iii) Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.

22. Vigil Mechanism:

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.

23. Nomination and Remuneration Policy:

The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofSection 178(3) of the Companies Act 2013. The Remuneration Policy is stated in the Reporton Corporate Governance.

24. Particulars of Loans Guarantees or Investments;

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

25. Related Party Transactions:

All contracts / arrangements / transactions entered into by the Company with itsrelated parties during the financial year were in the ordinary course of business and onan arm's length basis. During the year the Company has not entered into any materialcontract / arrangement / transaction with related parties. Accordingly disclosure ofRelated Party Transactions in Form AOC-2 is not applicable. However details oftransactions with the related parties have been included in Notes to the FinancialStatements.

26. Risk Management:

The Company has adequate internal controls in place at various functional levels anddoes not foresee any major risk such as financial credit legal regulatory and otherrisk keeping in view the nature and size of its business.

27. Safety:

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

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

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

29. Material changes and commitment:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.

30. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of Indiaunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board of Directors of the Company and the Nomination and Remuneration Committeereviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.

31. Audit Committee:

The Audit Committee is comprised of three directors. The composition of the AuditCommittee is as follows:-

Name Designation Category
Mr. Rajesh Babulal Sodani Chairman Non-Executive Independent Director
Mr. Avinash Kumar Ardawatia Member Non-Executive Independent Director
Mr. Ram Swaroop Mahadev Joshi Member Whole-time Director

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors.

32. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is comprised of three directors. Thecomposition of the Nomination and Remuneration Committee is as follows:-

Name Designation Category

Mr. Avinash Kumar Ardawatia Chairman Non-Executive Independent Director

Mr. Rajesh Babulal Sodani Member Non-Executive Independent Director

Mrs. Khyati Girishkumar Bhatt Member Non-Executive Independent Director

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

33. Corporate Governance:

Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. It is imperative that our companyaffairs are managed in fair and transparent manner. This is vital to gain and retain thetrust of our stakeholders. A report on a Corporate Governance is appended as annexure tothis report.

34. Ratio of Remuneration:

The information required pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:

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

Name and Designation Remuneration F.Y. 2020-21 % increase from previous year Ratio / Times per Median of Employee Remuneration
Ram Swaroop Joshi (Whole-time Director) Rs. 480000/- Nil 1.78
Rupesh Roongta (Executive Director) Rs. 600000/- Nil 2.22
Monika Choudhary (Company Secretary) Rs. 360000/- 100.00 N.A.

The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company as none of the employees of the Company was in receipt of remuneration asprescribed under the said Rules.

35. Share Capital:

A) Buy Back of Securities:

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

B) Sweat Equity:

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

C) Bonus Shares:

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan:

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

36. Directors Responsibility Statement:

According to the provisions of section 134(3)(c) of the Companies Act 2013 thedirectors confirm that:

a) in the preparation of annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

b) the accounting policies as selected are consistently applied and made judgments andestimates that are reasonable and prudent manner so as to ensure true and fair view of thestate of affairs of the Company as at 31st March 2021 and of the profit of theCompany for the year ended on that date;

c) adequate accounting records are maintained in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) financial statements have been drawn up on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

37. Acknowledgment:

Your directors take the opportunity to record their deep sense of gratitude for thevaluable support and cooperation extended to the Company by its shareholders and bankers.

Registered Office:

For and on behalf of the Board

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

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