As on: Mar 27, 2023 04:28 PM
To,
The Members,
Nexus Surgical and Medicare Limited
(Formerly known as Nexus Commodities and Technologies Limited)
Your Directors have pleasure in presenting their Thirty First Annual Report on the Business and Operations of the Company together with the Audited Statement of Accounts of the Company for the financial year ended on 31st March, 2022.
1. Financial Highlights:
The financial results are summarized below:
(Amount in hundreds)
2. Financial Performance:
The pandemic induced disruptions continued in FY2022 as well. The first half of FY2022 witnessed a significant impact of the deadly second (Delta) wave of the pandemic - impacting performance of both business and debt management services. The third wave (Omicron) strain was more transmissible due which it has a greater impact on Company's operation.
During the year, the Company has earned Total Revenue of Rs. 241,780 hundreds in comparison to Rs. 375,267 hundreds during the previous year. The total expenses have been reduced from Rs. 358,227 hundreds to Rs. 202,967 hundreds due to which Net Profit after tax is Rs. 29,020 hundreds in comparison with Rs. 15,400 hundreds during the previous year.
With the experience of managing significant financial and operational disruption emanating from the pandemic, the transformational journey has embarked upon and the exit momentum of the financial year 2022, the Company remains confident of a sound growth trajectory in the financial year 2023 and thereafter.
3. The Covid-19 Pandemic
Financial Year 2021-22 was once again dominated by the COVID-19 pandemic as new waves of infection swept across countries. In India, the second wave (called ‘Delta') proved far more deadly than the first that struck in 2020.
The advent of the highly transmissible variant ‘Omicron' in early January 2022 (the third wave) spread much dread across the world. During this wave, India's daily number of reported cases peaked to nearly 350,000 on January 20, 2022 and the active case load was over 22 million as on January 23, 2022. Fortunately, while highly transmissible, Omicron was not as clinically deadly as Delta. So, while many got infected, almost all got well again within a week or so, without hospitalization and mortality.
4. Dividend & Reserves:
The Board after assessing the capital buffers, liquidity levels and impact of COVID-19 on the operations of the Company abstains from declaring any dividend for the financial year ended 31st March, 2022. No amount of profit earned during the year was transferred to General Reserve.
5. Management Discussion & Analysis:
The Company is engaged into trading of medical essentials. There are no material changes between the end of the financial year and the date of the report which may affect the financial position of the Company. Management Discussion & Analysis report is being given under Corporate Governance Report.
6. Listing with Stock Exchanges:
At Present, the Equity shares of the Company are listed at BSE Limited.
7. Dematerialization of Shares:
97.40% of Company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2022 and the balance 2.60% is in physical form. The Company's Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower Parel, Mumbai - 400 011.
8. Internal Financial Controls:
Internal Financial Controls laid down by the Company is a systematic set of controls and procedures to ensure orderly and effective conduct of its business including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. Internal financial controls not only require the system to be designed effectively but also to be tested for operating effectiveness periodically.
During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
9. Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Associate Companies/ Joint Ventures.
10. Deposits:
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
11. Finance & Accounts:
The board after assessing the capital buffers, liquidity levels and the impact of COVID-19 on the operations of the Company did not raised any finance by issue of any securities during the year. The Company has adequate financial resources at its disposal for carrying on its business.
Your Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs and profit for the year ended 31st March, 2022.
12. Statutory Auditors:
(a) M/s. Satya Prakash Natani & Co. (having Firm Registration No. 115438W), Chartered Accountants, Mumbai, hold office till the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for reappointment. The Board recommends the reappointment of M/s. Satya Prakash Natani & Co. (having Firm Registration No. 115438W), Chartered Accountants, Mumbai as the Statutory Auditors of the Company for a term of five years i.e. from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2027 for the approval of the members.
(b) The Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.
13. 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 the Secretarial Auditors of the Company.
The Secretarial Audit Report for the financial year ended March 31, 2022 does not contain any qualification, which requires any comments from the Board. The Secretarial Audit Report for financial year ended March 31, 2022 is annexed to this report as Annexure A.
14. Internal Auditors:
The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 and Rules made thereunder, M/s. P N S V & Co., Chartered Accountants has been appointed as Internal Auditors of the Company.
15. Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company's website at www.nexusmed.co.in.
16. 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 particulars regarding conservation of Energy and Technology absorption. The Company is not having manufacturing facilities of its own; therefore information required under this clause is not applicable to the Company.
17. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreign exchange.
18. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies' u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.
19. Human Resources:
Nexus Surgical and Medicare Limited firmly believes that Human Capital is its most important asset. During COVID-19 pandemic, the health, safety and wellbeing of the employees and their families remained our top priority. The Company has embarked on its journey of "Happiness at the workplace" which has helped to look at employee engagement in a more holistic way.
20. Meetings of the Board:
The Board of Directors duly met 6 times during the financial year, the details of the same are given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period prescribed under the Companies Act, 2013.
21. Disqualification of Directors:
During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.
22. Directors and Key Managerial Personnel:
(i) Appointment of Additional Director:
The Board of Directors of the Company appointed Ms. Neha Kailash Bhageria (holding DIN 09217784) as an Additional Director - Independent Woman Director with effect from 30th June, 2021.
Subsequently, the members of the Company, at their meeting held on 29th September, 2021, appointed Ms. Neha Kailash Bhageria as an Independent Director of the Company.
(ii) Resignation of Independent Director:
Mrs. Khyati Girishkumar Bhatt (holding DIN 05317955) resigned from the post of Independent Director of the Company effect from the close of business hours of 1st November, 2021.
(iii) Resignation of Director:
Mr. Rupesh Roongta (holding DIN 02576510) resigned from the Directorship of the Company with effect from the close of business hours of 13th August, 2022.
(iv) Appointment of Additional Director:
The Board of Directors of the Company appointed Mr. Pawankumar Sitaram Choudhary (holding DIN 03125806) as an Additional Executive Director on the Board with effect from the close of business hours of 13th August, 2022
(v) Resignation of Chief Financial Officer (CFO):
Mr. Ram Swaroop Mahadev Joshi (having PAN ABVPJ0324J) resigned from the position of the Chief Financial Officer (CFO) of the Company with effect from the close of business hours of 13th August, 2022.
(vi) Appointment of Chief Financial Officer (CFO):
The Board of Directors of the Company appointed Mr. Pawankumar Sitaram Choudhary (having PAN AAAPC3540M) as the Chief Financial Officer (CFO) of the Company with effect from the close of business hours of 13th August, 2022.
(vii) Change in the designation of Mr. Ram Swaroop Mahadev Joshi from Wholetime Director to the Managing Director:
The Board of Directors of the Company, subject to the approval of the members of the Company, changed the designation of Mr. Ram Swaroop Mahadev Joshi (holding DIN 07184085) from Whole-time Director to Managing Director of the Company for a period of 5 years with effect from 13th August, 2022.
(viii) Appointment of Directors retiring by rotation:
Mr. Ram Swaroop Mahadev Joshi (holding DIN 07184085), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
(ix) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. Vigil Mechanism:
Vigil mechanism provides a channel to the employees and directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or any Policy of the Company. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy.
24. Nomination and Remuneration Policy:
The Nomination and Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013. The Remuneration Policy is stated in the Report on Corporate Governance.
25. Particulars of Loans, Guarantees or Investments;
The 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.
26. Related Party Transactions:
All contracts / arrangements / transactions entered into by the Company with its related parties during the financial year were in the ordinary course of business and on an arm's length basis. During the year, the Company has not entered into any material contract / / arrangement / transaction with related parties. The details of transactions with related parties are provided in the notes to the financial statements. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, Form AOC-2 does not form part of this Report.
27. Risk Management:
The Company has adequate internal controls in place at various functional levels and does not foresee any major risk such as financial, credit, legal, regulatory and other risk keeping in view the nature and size of its business. The Company closely monitors product portfolios to navigate through the second and third waves of COVID-19 during the year and maintain risk metrics at pre-covid levels.
28. Significant and Material Orders Passed by the Regulators or Courts:
During the financial year 2021-22, there were no significant and material orders passed by Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.
29. Material changes and commitment:
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates on the date of this report.
30. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board of Directors of the Company and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
31. Safety:
During the year, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
32. Secretarial Standards of ICSI:
The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars granting exemptions in view of the COVID-19 pandemic.
33. Audit Committee:
The Audit Committee is comprised of three directors. The composition of the Audit Committee is as follows:-
All the recommendations made by the Audit Committee were accepted by the Board of Directors.
34. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three directors. The composition of the Nomination and Remuneration Committee is as follows:-
From 13-11-2021
All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board of Directors.
35. Corporate Governance:
Corporate Governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. It is imperative that our company affairs are managed in fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. A report on a Corporate Governance is appended as annexure to this report.
36. Ratio of Remuneration:
The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
Ratio of remuneration of each director to the median remuneration of the employees of the company and Percentage increase in remuneration of each Director and Key Managerial Personnel for the financial year ended March 31, 2022:
The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.
37. Share Capital:
A) Buy Back of Securities:
The Company has not bought back any of its securities during the year.
B) Sweat Equity:
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares:
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan:
The Company has not provided any stock option plan during the year.
38. Directors Responsibility Statement:
According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:
a) in the preparation of annual accounts for the financial year ended 31st March, 2022, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and made judgments and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the profit of the Company for the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) financial statements have been drawn up on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
39. Acknowledgment:
Your directors take the opportunity to record their deep sense of gratitude for the valuable support and cooperation extended to the Company by its shareholders and bankers.
For and on behalf of the Board