AFFLUENCE

BOARD REPORT

To
The Members,
HEMANT SURGICAL INDUSTRIES LIMITED
{CIN: U33110MH1989PLC051133}
502, 5TH Floor, Ecstasy Business Park Co-Op Society Limited,
J.S.D. Road, Mulund West Mumbai City MH 400080 IN

Your directors have pleasure in presenting the 33rd Board Report of the Company, together with the Audited Statement of Accounts for the financial year ended on March 31, 2022.

Financial Results
The Company's performance during the financial year ended March 31, 2022 is summarized below
[In Lakhs.]

Operation and State of the affairs of the Company
During the financial year ended on March 31, 2022, the revenue stood at Rs. 10,361.05 Lakhs as compared to revenue of Rs. 5,981.92 Lakhs in previous year. During the year the Company incurred a profit of Rs. 271.68 Lakhs as against profit of Rs. 135.68 Lakhs in the previous year.
Nature of Business
There was no change in the nature of the business of the Company during the year under review.

Dividend
Your directors do not recommend any dividend for the financial year ended March 31, 2022.

Transfer to Reserves
During the period under review, no amount was transferred to General Reserve.

Subsidiary, Associate and Joint Venture Company
As on March 31, 2022 the Company has no Subsidiary or Associate or Joint Venture Company.

Consolidated Financial Statement
The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year ended on March 31, 2022.
Deposits
During the period under review, your Company has neither accepted nor renewed any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.
Disclosures under section 134(3)(l) of the companies act, 2013
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial period of the Company and date of this report.

Internal Financial Control
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate.

Disclosure of orders passed by Regulators or Courts or Tribunal
During the Financial ended on March 31, 2022, no significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

Particulars of contracts or arrangement with related parties
All the transactions/contracts/arrangements of the nature as specified in Section 188(1) of the Companies Act, 2013 entered by the Company during the year under review with related party (ies) are in the ordinary course of business and on arms’ length basis. Hence, Section 188(1) is not applicable and consequently no particulars in form AOC-2 are furnished.

Particulars of loans, guarantees, investments under Section 186
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to financial statements.

Share Capital
The Authorised Equity share capital as at March 31, 2022 stood at Rs. 7,50,00,000/- (Rupees Seven Crore Fifty Lakhs only).

The paid-up equity share capital as at March 31, 2022 stood at Rs. 2,00,00,000/- (Rupees Two Crore only). There was no change in the Equity as share capital of the Company during the financial year.

Disclosure relating to equity shares with differential rights
The Company has not issued any equity shares with differential rights and hence reporting requirement, as mentioned in Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable. 

Disclosure relating to sweat equity share
The Company has not issued any sweat equity shares and hence reporting requirement as mentioned in Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.


Disclosure relating to Employee Stock Option Scheme and Employee Stock Purchase Scheme
The Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme. Hence reporting requirement as mentioned in Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 are not applicable.

Disclosures in respect of voting rights not directly exercised by employees
There are no shares held by trustees for the benefit of employees and hence no disclosure has been made under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

Annual Return
Provisions of section 92(3) read with section 134(3)(a) of the Act, which requires, Annual Return to be made available on the website of the Company is not applicable, as the Company do not have website.

Board of Directors and Key Managerial Personnel
The Board of Directors of the Company is duly constituted and in terms of the provisions of the Companies Act, 2013 and Articles of Association of the Company.

Ms. Anita Jaiswal was appointed as a Company Secretary of the company w.e.f. 05th April, 2022.

Meetings of Board of Directors and Committee thereof
The Board of Directors of the Company duly met 14 (Fourteen) times on 03.05.2021, 17.05.2021, 28.06.2021, 03.07.2021, 06.07.2021, 08.07.2021, 02.08.2021, 27.08.2021, 14.12.2021, 22.12.2021, 12.01.2022, 08.03.2022, 10.03.2022, 25.03.2022 during the financial year ended on March 31, 2022 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Director’s Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2022; the Board of Directors hereby confirms that:
in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
such accounting policies have been selected and applied consistently and the Directors 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 as at March 31, 2022 and of the profit of the Company for the year ended on that date;
proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
the annual accounts of the Company have been prepared on a going concern basis;
internal financial controls have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Declaration by Independent directors
The Company was not required to appoint Independent Director under Section 149(4) read with Rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 during year ended on March 31, 2022 and hence a statement on declaration by the Independent Directors as per section 134(3) (d) of the Companies Act, 2013 is not applicable.

Company’s policy on Directors’ appointment and remuneration
The provisions of section 178(1) of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 related to Nomination and Remuneration Committee are not applicable to the Company and hence the information on the Company’ policy on Director’s appointment and remuneration as per section 134(3) (e) of the Companies Act, 2013 is not applicable.

Composition of Audit Committee
The provisions of section 177 of the Companies Act, 2013 read with rule 6 of the Companies (Meeting of Board and its Power), Rules, 2014 relating to constitution of Audit Committee are not applicable to the Company and hence reporting requirement as mentioned in section 177(8) of the Companies Act, 2013 are not applicable.

Vigil mechanism for the Directors and Employees
Provisions of Section 177(9) regarding vigil mechanism for Directors and employees of the Company are not applicable to the Company during the financial period.

Risk management
The Board of Directors of the Company is in process of developing and implementing of a Risk Management Policy which aims at enhancing shareholders’ value and providing an optimum risk-reward trade-off. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

Particulars of employees and remuneration
During the financial year 2021-22, none of the Employees of the Company are in receipt of remuneration prescribed in terms of the provisions of Section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014. 

Auditors’ Report
The auditors’ Report does not contain any qualification, reservation or adverse remark or disclaimer.

There were no frauds reported by the Statutory Auditors under provisions of Section 143(12) of the Companies Act, 2013 and rules made there under.

Statutory Auditor
Vijay V. Dedhia & Co, Chartered Accountant (FRN 111439W), who was appointed as the Statutory Auditor of the company vide its letter dated 21st March, 2022 resigned as the statutory auditor of the company citing the reasons that audit fees is not commensurate to the efforts that they would be incurring to conduct an audit for the Financial Year 21-22.
In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on April 04, 2022 appointed M/s ADV & Associates, Chartered Accountants (Firm Registration Number: 128045W) as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of Vijay V. Dedhia & Co.
As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of shareholders at the ensuing AGM of the Company.
Further, the Board, to the subject of approval of the shareholders, approved appointment of ADV & Associates (Firm Registration Number: 128045W) as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing AGM till the conclusion of the AGM to be held in the year 2027 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.
Cost Auditor
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the period under review.

  Compliance of Secretarial Standards
During the year under review, the Company has complied with the applicable SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2 (Secretarial Standard on General Meetings) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013

Corporate Social Responsibility (CSR) Policy
  The provision of section 135 of the Companies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules 2014, related to CSR are not applicable to the Company during the financial year.

Environment and Safety
The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints and an Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

During the period under review, no complaints were reported to the Board.
has been filed
Other Disclosures
Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

Conservation of energy, technology, absorption and foreign exchange earnings and outgo:
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not applicable to the Company considering the nature of activities undertaken by the Company during the period under review.

The transactions involving foreign exchange earnings and outgo during the period under review is as follows:
Foreign Exchange Income: Rs. 797 Lakhs
Foreign Exchange Outgo: Rs. 6035 Lakhs


Acknowledgements and Appreciation:
Your Directors take this opportunity to thank the business partners/associates and various regulatory authorities for their consistent support/ encouragement to the Company.

Your Directors would also like to thank the Members for reposing their confidence and faith in the Company and its Management.


For and on behalf of the Board of
HEMANT SURGICAL INDUSTRIES LIMITED

sd/- sd/-
Hanskumar Shamji Shah Kaushik Hans Kumar Shah
Managing Director Director
DIN: 00215972 DIN: 01483743

Place: Mumbai
Date: September 01, 2022