Hemant Surgical Industries Ltd Directors Report

The Members

Hemant Surgical Industries Limited

Mumbai

Your Directors have the immense pleasure to present the 34^th (Thirty-Fourth) Boards Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2023.

1. FINANCIAL RESULTS

The Companys financial performance for the year ended March 31,2023 is summarized below:

		(In lakhs)
Particulars	Year ended March 31, 2023	Year ended March 31, 2022
Total Income (Revenue)	11,149.68	10,577.02
Less: Expenses	10,143.95	10,237.34
Profit/(Loss) before taxation	1,005.72	339.68
Less: Tax Expense	241.99	68.00
Profit/(Loss) after tax	763.73	271.68

2. OPERATIONS & STATE OF COMPANYS AFFAIRS

During the financial year ended on March 31, 2023, there was gross revenue of Rs. 11,149.68 lakhs as compared to revenue of Rs. 10,577.02 lakhs in the previous year. The profit before tax stood at Rs. 1005.72 lakhs as against profit of Rs. 339.68 lakhs in the previous year. The net profit for the year 2023 stood at Rs. 763.73 lakhs against profit of Rs. 271.68 lakhs reported in the previous year.

At present your Company is doing its existing line business to the optimum use of its resources and is taking the effort to improve its Earning per Share (EPS) and management has no plan of venturing into any new business.

3. CHANGES IN THE NATURE OF BUSINESS. IF ANY

During the year the Company is in the business of Medical Equipment & Supplies. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.

The Company vide Prospectus dated May 30, 2023 issued its securities via Initial Public Offering and on June 05, 2023 the Companys Securities were listed on BSE Emerge Platform.

4. DIVIDEND AND RESERVES

Your Directors do not recommend any dividend for the financial year ended on March 31,2023. The Company does not propose to transfer any amount to reserves.

5. SHARE CAPITAL

The authorized share capital of the Company is Rs. 105,000,000 (Rupees Ten crores fifty Lakhs only) comprising of 105,00,000 equity shares of Rs. 10/- each.

The paid-up Share Capital as on March 31,2023, was Rs. 7,68,00,000 consisting of 76,80,000 Equity shares of Rs. 10 each fully paid-up.

The Company has sub-divided the shares resulting into change of face value of the Company from Rs. 100/- per share to Rs. 10/- per share vide special resolution passed on January 03, 2023.

The Company has issued and allotted Bonus Shares on December 21,2022 in the ratio of 5:3 during the financial year 2022-23.

The Company has not issued shares with differential voting rights during the year under review.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

There are no shares held by trustees for the benefit of employees and hence no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

6. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31,2023, the Company has no Subsidiary or Associates or Joint Venture Company.

There are no companies which have become or ceased to be the Subsidiary or Associates or Joint Venture of the Company during the financial year ended on March 31,2023.

7. CONSOLIDATED FINANCIAL STATEMENT

The Company was 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.

8. CORPORATE GOVERNANCE

The Company being listed on SME segment of BSE Limited. Therefore, Corporate Governance Report, as required under schedule V of the SEBI (Listing obligations and Disclosure Requirement) Regulations, are not applicable to the Company

9. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the financial year ended on March 31, 2023 is available on the website of the Company at www.hemantsurgical.com under Investor Information tab.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

• In terms of the provision of section 152 of the Companies Act, 2013 and of Articles of Association of the Company, Mr. Hemant Praful Shah (DIN: 00215994), Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, seeks re- appointment.

• All Independent Directors have furnished the declarations to the Company confirming that they meet the criteria of Independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations and the Board has taken on record the said declarations after undertaking due assessment of the veracity of the same.

• The Company has also received Form DIR-8 from all the Directors pursuant to Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

• Brief profile of the Director seeking re-appointment has been given as an annexure to the Notice of the ensuing AGM.

• During the year 2022-23, following Directors/KMP were appointed:

a. Mr. Sourabh Ajmera was appointed as a Non-Executive, Independent Director of the Company on December 20, 2022

b. Ms. Nehal Babu Karelia was appointed as a Non-Executive Director of the Company on December 20, 2022

c. Ms. Pooja Kirti Kothari was appointed as a Non-Executive, Independent Director of the Company on January 03, 2023

d. Mr. Kaushik Hanskumar Shah was appointed as CFO of the Company on December 17, 2022.

e. Mrs. Anita Jaiswal was appointed as Company Secretary and Compliance officer of the Company on April 05, 2022 and resigned on March 31,2023.

Ms. Meenal Patodia was appointed as Company Secretary and Compliance officer of the Company on April 05, 2023.

11. MEETINGS

The Board of Directors of your Company met 14 (Fourteen) times during the financial year 2022-23. The maximum time gap between any two consecutive Meetings did not exceed one hundred and twenty days.

12. BOARD OF DIRECTORS AND COMMITTEES THERE OF i. Composition of the Board of Directors

The Company is fully compliant with the Corporate Governance norms in terms of constitution a of the Board of Directors ("the Board"). The Board of the Company is composed of individuals from diverse fields. The Board of the Company is composed of Executive, Non-Executive and Independent Directors.

The composition of the Board also complies with the provisions of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulations, 2015

As on March 31, 2023, the strength of the Board of Directors of the Company was at Six Directors comprising of Three Executive, One Non-Executive Director and Two Non-Executive Independent Directors. 1/3^rd of the Board comprised of Independent Directors. The details of the Board of Directors as on March 31,2023 are given below:

Name of the Director	Designation	Date of Joining	No. of Directorships / Committee Memberships/ Chairmanships
			Public Limited Companies (including this)	Private Limited and Section 8 Companies	Committee Memberships	Committee Chairman Ships
Mr. Hanskumar Shamji Shah	Chairman, Managing Director	22.02.1994	01	04	Nil	Nil
Mr. Hemant Praful Shah	Whole Time Director	19.09.2000	01	Nil	Nil	Nil
Mr. Kaushik Hanskumar Shah	Whole time Director, CFO	17.12.2022	01	06	2	Nil
Mrs. Nehal Babu Karelia	Non Executive Director	20.12.2022	01	Nil	1	Nil
Mr. Sourabh Ajmera	Independ ent Director	20.12.2022	02	02	3	1
Mrs. Pooja Kirti Kothari	Independ ent Director	03.01.2023	01	Nil	3	2

As on March 31, 2023, Mr. Hanskumar Shamji Shah, Mr. Hemant Praful Shah and Mr. Kaushik Hanskumar Shah, holding 35,26,400, 17,34,070 and 21,03,130 equity shares of the Company respectively. Ms. Neha Hanskumar shah, Neha Hemant Shah, Mrs. Leena Shah and Naman Hemant Shah, relatives of the Directors holding 77,760, 55,520, 87,920 and 95,200 equity shares of the Company respectively. Except above, no other Director or their relative hold shares of the Company.

ii. Board Meetings

During the financial year under review, 14 (Fourteen) Board meetings were held on April 05, 2022, April 06, 2022, May 31,2022, June 15, 2022, June 27, 2022, July 11,2022, August 05, 2022, September 01,2022, November 01,2022, December 17, 2022, December 21,2022, December 30, 2022, January 04, 2023 and January 16, 2023. The gap between two Board meetings was in compliance with the provisions of the Act. Details of Directors as on March 31,2023 and their attendance at the Board meetings and Annual General Meeting ("AGM") during the financial year ended March 31, 2023 are given below:

Name of the Director	Category	No. of the Meeting held	No. of the Meeting attended	Attended at AGM
Mr. Hanskumar Shamji Shah	Chairman, Managing Director	14	14	Yes
Mr. Hemant Praful Shah	Whole Time Director, CFO	14	14	Yes
Mr. Kaushik Hanskumar Shah	Whole Time Director	14	14	Yes
Mrs. Nehal Babu Karelia*	Non-Executive Director	14	4	NA
Sourabh Ajmera*	Independent Director	14	4	NA
Pooja Kirti Kothari*	Independent Director	14	2	NA

* Mr. Sourabh Ajmera and Ms. Nehal Babu Karelia was appointed as a Non-Executive, Independent Director on December 20, 2022, and Ms. Pooja Kirti Kothari was appointed as a Non-Executive, Independent Director on January 03, 2023.

iii. Audit Committee:

The Audit Committee in terms of the provisions of section 177 of the Companies Act, 2013 comprising of Mr. Sourabh Ajmera, Mrs. Pooja Kirti Kothari and Mr. Kaushik Hanskumar Shah. Mr. Sourabh Ajmera, Independent Director is the Chairman of the Audit Committee.

During the year under review, 1 (One) Audit Committee Meeting was held on February 28, 2023.

iv. Nomination and Remuneration Committee

As on March 31,2023 the Nomination and Remuneration Committee in terms of the provisions of section 178 of the Companies Act, 2013 comprising of Mr. Sourabh Ajmera, Mrs. Pooja Kirti Kothari and Mrs. Nehal Babu Kareliya. Mrs. Pooja Kirti Kothari Independent Director, is the Chairman of the Nomination and Remuneration Committee.

v. Stakeholders Relationship Committee

As on March 31,2023 the Stakeholders Relationship Committee in terms of the provisions of section 178 of the Companies Act, 2013 comprising of Mr. Sourabh Ajmera, Mrs. Pooja Kirti Kothari and Mr. Kaushik Hanskumar Shah.

Mrs. Pooja Kirti Kothari is the Chairman of the Stakeholders Relationship Committee.

During the year under review, 1 (One) Stakeholders Relationship Meeting was held on February 22, 2023.

13. PARTICULARS CRITERIA FOR SELECTION OF CANDIDATES FOR APPOINTMENT AS DIRECTORS, KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

The Nomination and Remuneration Committee has laid down well-defined criteria, in the Nomination and Remuneration Policy, for selection of candidates for appointment as Directors, Key Managerial Personnel and Senior Management Personnel.

The said Policy is available on the Companys website and can be accessed by weblink www.hemantsurgical.com

14. FAMILIARIZATION PROGRAM OF INDEPENDENT DIRECTORS

In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for Independent Directors to familiarize them with their role, rights and responsibility as Directors, the operations of the Company, business overview etc.

The details of the familiarization program is also available on the website of the Company and can be accessed by weblink www.hemantsurgical.com

15. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY. EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 (1)(b) read with Regulation 25(8) of the SEBI Listing Regulations. In the opinion of the Board, they fulfil the condition for appointment/re-appointment as Independent Directors on the Board and possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

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.

17. WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and provides for direct access to the Chairman of the Audit Committee. It is affirmed that no person has been denied access to the Audit Committee.

The said Policy is available on the Company website and can be accessed by weblink www.hemantsurgical.com

18. REMUNERATION POLICY FOR DIRECTORS. KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT EMPLOYEES

The Nomination and Remuneration Committee has laid down the framework for remuneration of Directors, Key Managerial Personnel and Senior Management Personnel in the Nomination and Remuneration Policy recommended by it and approved by the Board of Directors. The Policy, inter- alia, defines Key Managerial Personnel and Senior Management Personnel of the Company and prescribes the role of the Nomination and Remuneration Committee. The Policy lays down the criteria for identification, appointment and retirement of Directors and Senior Management. The Policy broadly lays down the framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The Policy also provides for the criteria for determining qualifications, positive attributes and independence of Director and lays down the framework on Board diversity.

The said Policy is available on the Companys website and can be accessed by weblink www.hemantsurgical.com

19. RELATED PARTY TRANSACTIONS AND POLICY

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.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

21. MATERIAL CHANGES AND COMMITMENT IF ANY. AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT

Since the closure of the Financial Year i.e., since March 31,2023, the Company vide Prospectus dated

May 30, 2023 issued its securities via Initial Public Offering and the Company got listed on BSE Emerge stock exchange on June 05, 2023. Therefore, the Company now being a Listed Company the

Financial Position of the Company is varied.

22. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(5) of the Companies Act, 2013, the Directors confirm that;

i. in the preparation of the Annual Accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to departures, if any;

ii. appropriate accounting policies have been selected and applied consistently and such judgments and estimates have been made 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 31,2023 and of the profit of the Company for the year ended on that date

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a "going concern" basis;

v. proper internal financial controls are laid down and such internal financial controls are adequate and operating effectively;

vi. proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

Your Auditors have opined that the Company has in, all material respects, maintained adequate internal financial controls over financial reporting and that they were operating effectively

23. STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014, A D V & Associates., Chartered Accountants (Firm Registration No. (FRN No. 128045W) were appointed as the Statutory Auditors of the Company on September 30, 2022 for a period of 5 years i.e., from the conclusion of this AGM until the conclusion of the AGM to be held in the year 2027. As required under Section 139 of the Act, the Company has obtained certificate from them to the effect that their continued appointment, would be in accordance with the conditions prescribed under the Act and the Rules made thereunder, as may be applicable.

The Auditors Report is unmodified i.e., it does not contain any qualification, reservation or adverse remark.

24. REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report under Section 143(12) of the Act and the Rules made thereunder.

25. COST AUDIT AND COST RECORDS

The Company is maintaining the accounts and cost records as specified by the Central Government under sub-section (1) of Section 148 of the Act and Rules made thereunder.

In compliance with the provisions of Section 148 of the Act, the Board of Directors of the Company had at its Meeting held on September 01, 2022, appointed M/s. K Sorathiya & Co., Cost Accountants as Cost Auditors of the Company for the financial year 2022-23.

26. SECRETARIAL AUDIT

Secretarial Audit is not applicable for financial year ended 31^st March, 2023 as the Company was a public company as on 31^st March, 2023 & the Company does not fall into the criteria mentioned under section 204 of Companies Act, 2013.

27. SECRETARIAL STANDARDS

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.

28. TRANSFER OF UNCLAIMED DIVIDEND AND EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to Section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund Rules), 2016 (‘the IEPF Rules), during the year under review, no amount of Unclaimed dividend and corresponding equity shares were due to be transferred to IEPF account.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal control to ensure that the resources are used efficiently and effectively so that:

• assets are safeguarded and protected against loss from unauthorized use or disposition.

• all significant transactions are authorized, recorded and reported correctly.

• financial and other data are reliable for preparing financial information.

• other data are appropriate for maintaining accountability of assets.

The internal control is supplemented by an extensive internal audits programme, review by management along with documented policies, guidelines and procedures.

As per Section 138 of the Companies Act, 2013, the Company has appointed M/s. A D M S and Company, Chartered Accountants., as an internal auditor for the year 2023-24 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Companys policies and ensure statutory and other compliance through periodical checks and internal audit

30. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Act

31. RISK MANAGEMENT

During the financial year under review, the Company has identified and evaluates elements of business risk. Consequently, a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

32. PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. The Company has a well formulated Policy on Prevention and Redressal of Sexual Harassment. The objective of the Policy is to prohibit, prevent and address issues of sexual harassment at the workplace. This Policy has striven to prescribe a code of conduct for the employees and all employees have access to the Policy document and are required to strictly abide by it. The Policy covers all employees, irrespective of their nature of employment and is also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

The Company has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year 2022-23, no case of Sexual Harassment was reported.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year under review.

34. ENVIRONMENT AND SAFETY

Your Company is committed to ensure sound Safety, Health and Environmental (SHE) performance related to its activities, products and services. Your Company is taking continuous steps to develop Safer Process Technologies and Unit Operations and has been investing heavily in areas such as Process Automation for increased safety and reduction of human error element.

The Company is committed to continuously take further steps to provide a safe and healthy environment.

35. 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. 1240. 39 Lakhs

Foreign Exchange Outgo: Rs. 5890.59 Lakhs

36. PUBLIC DEPOSITS

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

37. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required under section 197 of the Companies Act, 2013 read with Rule 5 (1), (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company are given in Annexure - 1 and 2 to this report.

38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Reporting as required under SEBI (LODR), 2015 and is not applicable to your Company for the financial year under review.

39. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year 22-23 as stipulated under SEBI (LODR), Regulations, 2015 has annexed as Annexure -3 of this Report.

40. DISCLOSURE OF AGREEMENTS

Disclosure as required under para-F of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company during the financial year.

41. CAUTIONARY STATEMENT

Statements in this Report, Management Discussion and Analysis, notice to the Shareholders or elsewhere in this Annual Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statement within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

42. ACKNOWLEDGEMENT AND APPRECIATION

Your directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Companys valued Investors and all other Business Partners, for their continued co-operation and support extended during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to promote its development.

For and on behalf of the Board of Directors of
Hemant Surgical Industries Limited
Sd/-	Sd/-
Hanskumar shamji Shah	Kaushik Hanskumar Shah
(Managing Director)	(Whole-time Director)
DIN: 00215972	DIN: 01483743
Registered Office:
502, 5th Floor, Ecstasy Business Park
Co-Op Society Limited,
J.S.D. Road, Mulund
West Mumbai -400080
Place: Mumbai
Dated: August 29, 2023