The Members
Hemant Surgical Industries Limited Mumbai
Your Directors have the immense pleasure to present the 36th (Thirty-Sixth)
Board's Report on the business and operations of the Company and the accounts for the
Financial Year ended March 31, 2025.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2025 is summarized
below:
(Amount in Rs. Lakh)
Particulars |
Standalone |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Total Income (Revenue) |
11,163.90 |
10,991.60 |
| Less: Expenses |
10,108.37 |
9,713.47 |
Profit/(Loss) before taxation |
1,055.53 |
1,278.13 |
| Less: Tax Expense |
242.32 |
298.14 |
Profit/(Loss) after tax |
813.21 |
979.99 |
2. OPERATIONS & STATE OF COMPANY'S AFFAIRS
During the financial year ended on March 31, 2025, the profit before tax stood at Rs.
1,055.53 lakhs as against profit of Rs. 1,278.13 lakhs in the previous year. The net
profit for the year 2025 stood at Rs. 813.21 lakhs against profit of Rs. 979.99 lakhs
reported in the previous year.
The Company continues to focus on strengthening its operational framework and
establishing a solid foundation for future growth. Your directors remain confident in the
Company's long-term prospects and are optimistic about continued improvement in
performance in the years ahead.
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.
4. DIVIDEND AND RESERVES
Your Directors do not recommend any dividend for the financial year ended on March 31,
2025.
The Company does not propose to transfer any amount to reserves.
5. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 10,50,00,000 (Rupees Ten Crore Fifty
Lakhs only) divided into 1,05,00,000 (One Crore Five Lakhs only) equity shares of Rs. 10/-
each ranking pari-passu in all respect with the existing Equity Shares of the Company.
The issued, subscribed and paid-up share capital of the Company as on March 31, 2025,
is Rs. 10,44,00,000 (Ten Crore Forty-Four Lakhs only) divided into 1,04,40,000 (One Crore
Four Lakh Forty Thousand only) Equity shares of Rs. 10 each fully paid-up.
The Company has also not issued any shares with differential voting rights or sweat
equity shares during the year, and accordingly, no disclosures are required under Rule
8(13) of the Companies (Share Capital and Debentures) Rules, 2014.
Further, there are no shares held by trustees for the benefit of employees; hence, the
provisions of Rule 16(4) of the said Rules are not applicable.
6. LISTING
The Company's equity shares continue to remain listed on the SME Platform of BSE
Limited under
Scrip Code 544036. The Company has duly paid the annual listing fees for the financial
year 2024 25.
There are no instances of non-compliance with the listing obligations, and the Company
has complied with all applicable rules, regulations, and guidelines issued by BSE and SEBI
during the year arrears.
7. SUBSIDAIRY AND ASSOCIATES COMPANIES
As on March 31, 2025, the Company is having one (1) wholly owned subsidiary viz. SOLAR
OPTO-MEDIC PRIVATE LIMITED.
During the year under review, the Company has acquired Solar Opto-Medic Private
Limited, Gujarat on March 13, 2025 by subscribing 100% Equity Shares of the Company making
him wholly owned subsidiary of Hemant Surgical Industries Limited.
The details as required under Rule 8 of the Companies (Accounts) Rules, 2014 regarding
the performance and financial position of the said Subsidiary are provided in Form AOC-1,
which form part of the Consolidated Financial Statements of the Company for the financial
year ended March 31, 2025.
8. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the provisions of the Companies Act, 2013 ("the Act") and
the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, the Audited Consolidated
Financial Statements of the Company form part of the Annual Report for the financial year
2024 25.
Pursuant to Section 129(3) of the Act, a statement containing the salient features of
the financial statements of the Company's subsidiaries, associates, and joint ventures, in
the prescribed format
Form AOC-1, is annexed to this Report as "Annexure I".
In accordance with Section 136 of the Act, the Financial Statements of the Subsidiaries
are also made available on the Company's website i.e. www.hemantsurgical.com under the
Investors Section.
9. CORPORATE GOVERNANCE
As a Small and Medium-sized Enterprise (SME) listed on the SME exchange of BSE Limited,
the Company is exempt from complying with certain corporate governance provisions.
Specifically, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, compliance with corporate governance requirements
specified in Regulations 17 to 27, clauses (b) to (i) of sub-regulation 2 of Regulation
46, and Para C, D, and E of Schedule V is not mandatory. Therefore, corporate governance
does not form part of this Board's Report
However, the Company is committed to adhering to good corporate governance practices.
We are working diligently to ensure that our governance practices align with the highest
standards and contribute to the overall integrity and transparency of the organization.
10. 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, 2025 is available on the website of the Company at
www.hemantsurgical.com under Investor Information tab.
11. 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, Mrs. Nehal Vishal Thakkar (DIN: 09845001), 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 2024-25, following Directors/KMP were appointed/resigned:
a. Mrs. Kshama Dharnidharka (DIN: 07662396) was appointed as Additional Director in the
category of Non-Executive Independent Director of the Company w.e.f. December 19, 2024,
and is eligible to be regularized as Director (Non-Executive Independent Director) of the
Company in ensuing Annual General Meeting.
b. Mr. Ketan Chandrakant Dave (DIN: 10894209) was appointed as Additional Director in
the category of Non-Executive Independent Director of the Company w.e.f. January 02, 2025
but due to his health conditions he has given his resignation letter dated August 28,
2025. c. Mr. Sourabh Ajmera (DIN: 06876514) ceased to be Independent Director of the
Company due to completion of tenure of his term w.e.f. December 19, 2024.
d. Mrs. Pooja Kirti Kothari (DIN: 09833311) ceased to be Independent Director of the
Company due to completion of tenure of her term w.e.f. January 02, 2025.
After the closure of the financial year, the following Directors/KMP were
appointed/resigned: a. Mr. Manish Kankani (DIN: 07777901) is appointed as Additional
Director in the category of Non-Executive Independent Director of the Company w.e.f.
August 28, 2025, and is eligible to be regularized as Director (Non-Executive Independent
Director) of the Company in ensuing Annual General Meeting.
12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an
annual performance evaluation of its own performance, the Independent Directors
individually as well as evaluation of the working of the Board and its Committees,
culture, execution and performance of specific duties, obligations, and governance.
The performance evaluation of the Independent Directors has been completed. The
Independent Directors conducted the performance evaluation of the Chairman and the
Non-independent Directors. The Board of Directors expressed their satisfaction with the
evaluation process
13. MEETINGS
The Board of Directors of your Company met 19 (Nineteen) times during the financial
year 2024-25. The maximum time gap between any two consecutive Meetings did not exceed one
hundred and twenty days.
14. 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 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, 2025, 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. 1/3rd of the Board comprised of Independent Directors.
The details of the Board of Directors as on March 31, 2025 are given below:
Name of |
|
Date of |
No. of Directorships Chairmanships Public Limited |
/ Committee Memberships/ |
| the Director |
Designation Joining |
|
Private Limited Committee |
Committee |
|
|
|
Companies and |
Section |
Chairman Memberships |
|
|
|
(including this) |
Companies |
|
Ships |
Mr. Hanskumar Shamji Shah |
Chairman, Managing Director Whole |
22.02.1994 |
01 |
04 |
Nil |
01 |
Mr. Hemant |
Time |
19.09.2000 |
01 |
01 |
01 |
Nil |
Praful Shah Mr. Kaushik |
Director Whole- time |
|
|
|
|
|
Hanskumar Shah |
Director, CFO |
17.12.2022 |
01 |
06 |
02 |
Nil |
Mrs. Nehal Vishal Thakkar |
Non- Executive Director |
20.12.2022 |
01 |
Nil |
01 |
Nil |
Mrs. Kshama |
|
|
|
|
|
|
|
Independent |
|
|
|
|
Dharnidharka @ |
Director |
19.12.2024 |
02 |
Nil |
02 |
01 |
Mr. Ketan |
|
|
|
|
|
|
|
Independent |
|
|
|
|
Chandrakant Dave$ |
Director |
02.01.2025 |
01 |
Nil |
02 |
02 |
Mr. Sourabh |
Independent |
|
|
|
|
Ajmera* |
Director |
20.12.2022 |
03 |
02 |
02 |
01 |
Mrs. Pooja |
Independent |
|
|
|
|
Kirti Kothari# |
Director |
03.01.2023 |
01 |
Nil |
01 |
02 |
@ Mrs. Kshama Dharnidharka was appointed as Additional Director of the Company
w.e.f. December 19, 2024
$ Mr. Ketan Chandrakant Dave was appointed as Additional Director of the Company
w.e.f. January 02, 2025
* Mr. Sourabh Ajmera ceased to be Independent Director of the Company w.e.f.
December 19, 2024
# Mrs. Pooja Kirti Kothari ceased to be Independent Director of the Company
w.e.f. January 02, 2025
As on March 31, 2025, Mr. Hanskumar Shamji Shah, Mr. Hemant Praful Shah and Mr. Kaushik
Hanskumar Shah, holding 35,26,400, 17,34,080 and 21,03,120 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, 19 (Nineteen) Board meetings were held on
06/04/2024, 12/04/2024, 25/04/2024, 21/05/2024, 04/06/2024, 07/06/2024, 24/06/2024,
09/07/2024, 23/07/2024, 24/07/2024, 07/08/2024, 28/08/2024, 09/10/2024, 13/11/2024,
19/12/2024, 02/01/2025, 30/01/2025, 13/02/2025, 31/03/2025. The gap between two Board
meetings was in compliance with the provisions of the Act. Details of Directors as on
March 31, 2025 and their attendance at the Board meetings and Annual General Meeting
("AGM") during the financial year ended March 31, 2025 are given below:
Name of the Director |
Category |
No. of the Meeting eligible attend |
No. of Meeting to attended |
the Attended at AGM |
| Mr. Hanskumar |
Chairman, Managing |
19 |
19 |
Yes |
Shamji Shah Mr. Hemant Praful |
Director Whole Time |
19 |
19 |
Yes |
Shah Mr. Kaushik |
Director, CFO Whole Time |
19 |
19 |
Yes |
Hanskumar Shah Mrs. Nehal Babu |
Director Non-Executive |
19 |
19 |
Yes |
Karelia Mrs. Kshama |
Director Independent |
04 |
01 |
NA |
Dharnidharka@ Mr. Ketan |
Director Independent |
03 |
Nil |
NA |
Chandrakant Dave$ |
Director |
|
|
|
Mr. Sourabh Ajmera* |
Independent Director |
15 |
05 |
Yes |
Mrs. Pooja Kirti Kothari# |
Independent Director |
16 |
06 |
Yes |
@ Mrs. Kshama Dharnidharka was appointed as Additional Director of the Company
w.e.f. December 19, 2024
$ Mr. Ketan Chandrakant Dave was appointed as Additional Director of the Company
w.e.f. January 02, 2025
* Mr. Sourabh Ajmera ceased to be Independent Director of the Company w.e.f.
December 19, 2024
# Mrs. Pooja Kirti Kothari ceased to be Independent Director of the Company
w.e.f. January 02, 2025
iii. Audit Committee:
As on March 31, 2025, the Audit Committee of the Board of Directors of the Company
comprised of three following Members:
Name of the Member |
Category |
Position |
Meetings Eligible to attend |
Attended |
| Mr. Sourabh Ajmera |
Independent Director |
Chairman |
4 |
4 |
| (resigned w.e.f. 19/12/2024) |
|
|
|
|
| Mrs. Kshama Dharnidharka |
Independent Director |
Chairperson |
1 |
1 |
| (Appointed w.e.f. 19/12/2024) |
|
|
|
|
| Mrs. Pooja Kirti Kothari |
Independent Director |
Member |
4 |
4 |
| (resigned w.e.f. 02/01/2025) |
|
|
|
|
| Mr. Ketan Chandrakant Dave |
Independent Director |
Member |
1 |
Nil |
| (Appointed w.e.f. 02/01/2025) |
|
|
|
|
| Mr. Kaushik Hanskumar Shah |
Whole-time Director |
Member |
5 |
5 |
During the year under review, Five (5) meetings of the Audit Committee were held on May
21, 2024; July 23, 2024, August 28, 2024; November 13, 2024 and February 13, 2025.
Terms of reference:
1) Overseeing the Company's financial reporting process and disclosure of its financial
information to ensure that its financial statements are correct, sufficient and credible;
2) Recommending to the Board for the appointment, re-appointment, replacement,
remuneration and terms of appointment of the statutory auditors of the Company;
3) Reviewing and monitoring the statutory auditor's independence and performance, and
effectiveness of audit process;
4) Approving payments to the statutory auditors for any other services rendered by the
statutory auditors;
5) Reviewing, with the management, the annual financial statements and auditor's report
thereon before submission to the Board for approval, with particular reference to: a.
Matters required to be included in the Director's Responsibility Statement to be included
in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the
Companies Act; b. Changes, if any, in accounting policies and practices and reasons for
the same; c. Major accounting entries involving estimates based on the exercise of
judgment by management; d. Significant adjustments made in the financial statements
arising out of audit findings; e. Compliance with listing and other legal requirements
relating to financial statements; f. Disclosure of any related party transactions; and g.
Qualifications and modified opinions in the draft audit report.
6) Reviewing, with the management, the quarterly, half-yearly and annual financial
statements before submission to the Board for approval;
7) Reviewing, with the management, the statement of uses/ application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document/ prospectus/
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board
to take up steps in this matter. This also includes monitoring the use/application of the
funds raised through the proposed initial public offer by the Company;
8) Approval or any subsequent modifications of transactions of the Company with related
parties and omnibus approval for related party transactions proposed to be entered into by
the Company subject to such conditions as may be prescribed;
9) Scrutiny of inter-corporate loans and investments;
10) Valuation of undertakings or assets of the Company, wherever it is necessary; 11)
Evaluation of internal financial controls and risk management systems;
12) Establishing a vigil mechanism for directors and employees to report their genuine
concerns or grievances;
13) Reviewing, with the management, the performance of statutory and internal auditors,
and adequacy of the internal control systems; 14) Reviewing the adequacy of internal audit
function if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and
frequency of internal audit; 15) Discussing with internal auditors on any significant
findings and follow up thereon; 16) Reviewing the findings of any internal investigations
by the internal auditors into matters where there is suspected fraud or irregularity or a
failure of internal control systems of a material nature and reporting the matter to the
Board; 17) Discussing with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern; 18)
Looking into the reasons for substantial defaults in the payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and
creditors; 19) Reviewing the functioning of the whistle blower mechanism; 20) Approving
the appointment of the chief financial officer or any other person heading the finance
function or discharging that function after assessing the qualifications, experience and
background, etc. of the candidate; 21) Reviewing the utilization of loans and/ or advances
from/investment by the holding company in any subsidiary exceeding 1,000 million or 10% of
the asset size of the subsidiary, whichever is lower including existing loans / advances /
investments; 22) Considering and commenting on the rationale, cost-benefits and impact of
schemes involving merger, demerger, amalgamation etc., on the Company and its
shareholders; 23) Such roles as may be delegated by the Board and/or prescribed under the
Companies Act, 2013 and SEBI Listing Regulations or other applicable law; and 24) Carrying
out any other functions as is mentioned in the terms of reference of the audit committee
or containing into SEBI (LODR) Regulations 2015.
iv. Nomination and Remuneration Committee
As on March 31, 2025, the Nomination and Remuneration Committee of the Board of
Directors of the Company comprised of following members:
Name of the Member |
Category |
Position |
Meetings |
|
|
|
Eligible to attend |
Attended |
| Mrs. Pooja Kirti Kothari |
Independent Director |
Chairperson |
3 |
3 |
| (resigned w.e.f. 02/01/2025) |
|
|
|
|
| Mr. Ketan Chandrakant Dave |
Independent Director |
Chairman |
Nil |
Nil |
| (Appointed w.e.f. 02/01/2025) |
|
|
|
|
| Mr. Sourabh Ajmera |
Independent Director |
Member |
2 |
2 |
| (resigned w.e.f. 19/12/2024) |
|
|
|
|
| Mrs. Kshama Dharnidharka |
Independent Director |
Member |
1 |
1 |
| (Appointed w.e.f. 19/12/2024) |
|
|
|
|
| Mrs. Nehal Babu Kareliya |
Non-Executive Director |
Member |
3 |
3 |
During the year under review, Three (3) meetings of the Nomination and Remuneration
Committee were held on August 28, 2024, December 19, 2024 and January 02, 2025.
Terms of reference:
1) formulating the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the Board a policy relating to the
remuneration of the directors, key managerial personnel and other employees;
2) For the appointment of an independent director, the committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent
director. The person recommended to the board of directors of the Company for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may: a. use the services of
external agencies, if required; b. consider candidates from a wide range of backgrounds,
having due regard to diversity; and c. Consider the time commitments of the candidates.
3) formulation of criteria for evaluation of the performance of independent directors
and the Board; 4) devising a policy on diversity of our Board; 5) identifying persons who
are qualified to become directors or who may be appointed in senior management in
accordance with the criteria laid down, recommending to the Board their appointment and
removal and carrying out evaluation of every director's performance; 6) determining
whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors; 7) recommending
remuneration of executive directors and any increase therein from time to time within the
limit approved by the members of our Company; 8) recommending remuneration to
non-executive directors in the form of sitting fees for attending meetings of the Board
and its committees, remuneration for other services, commission on profits; 9)
recommending to the Board, all remuneration, in whatever form, payable to senior
management; 10) performing such functions as are required to be performed by the
compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended; 11) engaging the services of any consultant/professional or
other agency for the purpose of recommending compensation structure/policy; 12) analyzing,
monitoring and reviewing various human resource and compensation matters; 13) reviewing
and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws; 14) framing suitable policies and
systems to ensure that there is no violation, by an employee of any applicable laws in
India or overseas, including: a. The SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended; or b. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities
Market) Regulations, 2003, as amended; and
15) Performing such other functions as may be delegated by the Board and/or prescribed
under the SEBI Listing Regulations, Companies Act, each as amended or other applicable
law.
v. Stakeholders Relationship Committee
As on March 31, 2025 the Stakeholders Relationship Committee in terms of the provisions
of section 178 of the Companies Act, 2013 comprising of following Members:
Name of the Member |
Category |
Position |
Meetings |
|
|
|
Eligible to attend |
Attended |
| Mrs. Pooja Kirti Kothari |
Independent Director |
Chairperson |
1 |
1 |
| (resigned w.e.f. 02/01/2025) |
|
|
|
|
| Mr. Ketan Chandrakant Dave |
Independent Director |
Chairman |
Nil |
Nil |
| (Appointed w.e.f. 02/01/2025) |
|
|
|
|
| Mr. Sourabh Ajmera |
Independent Director |
Member |
1 |
1 |
| (resigned w.e.f. 19/12/2024) |
|
|
|
|
| Mrs. Kshama Dharnidharka |
Independent Director |
Member |
Nil |
Nil |
| (Appointed w.e.f. 19/12/2024) |
|
|
|
|
| Mr. Kaushik Hanskumar Shah |
Executive Director |
Member |
1 |
1 |
During the year under review, 1 (One) Stakeholders Relationship Meeting was held on May
21, 2024.
Terms of reference:
Consider and resolve grievances of security holders of the Company, including
complaints related to transfer/transmission of shares, non-receipt of annual report,
non-receipt of declared dividends, issue of new/duplicate certificates, general meetings,
etc.;
1) Review of measures taken for effective exercise of voting rights by shareholders;
2) Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar and Share Transfer Agent;
3) Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the Company;
4) Formulation of procedures in line with the statutory guidelines to ensure speedy
disposal of various requests received from shareholders from time to time;
5) To handle the grievances of the stakeholders in connection with the allotment and
listing of shares;
6) Ensure proper and timely attendance and redressal of investor queries and
grievances;
7) Carrying out any other functions contained in the Companies Act, 2013 and/or other
documents (if applicable), as and when amended from time to time; and
8) To perform such functions as may be delegated by the Board and to further delegate
all or any of its power to any other employee(s), officer(s), representative(s),
consultant(s), professional(s), or agent(s); and
9) Such terms of reference as may be prescribed under the Companies Act, 2013 and SEBI
Listing Regulations or other applicable law. Mrs. Meenal Patodia, Company Secretary is the
Compliance Officer of the Company
15. GENERAL MEETING
The Annual General Meeting of the Company was held at its registered office through
Video Conferencing (VC) or Other Audio Visual Means (OAVM) for the Financial Year 2024-25.
Financial Year |
Nature of |
Time (IST) |
Date |
|
Meeting |
|
|
2024-25 |
AGM |
12.30 PM |
25.09.2024 |
16. REGISTRAR AND SHARE TRANSFER AGENT INFORMATION
Bigshare Service Private Limited
S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali
Caves Road, Andheri (East), Mumbai, Maharashtra-400093 Tel: +91 -22-262638200 Email Id:-
info@bigshareonline.com
17. 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 Company's website and can be accessed by weblink
www.hemantsurgical.com
18. INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(1) (b) of the Listing Regulations. In the opinion of the Board, the Independent
Directors, fulfill the conditions of independence specified in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1) (b) of the Listing Regulations and are
independent of management.
During the financial year 2024-25, one (1) meeting of the Independent Directors was
held on March 31, 2025,
inter-alia, to review the following:
(i) Review performance of non-independent directors and the Board of Directors as a
whole. (ii) Review performance of the Chairperson of the Company. (iii) Assess the
quality, quantity, and timeliness of the flow of information between the management of the
Company and the Board of Directors that is necessary for the Board to perform their duties
effectively and reasonably.
The meeting was attended by all the Independent Directors.
The familiarization program and other disclosures as specified under SEBI (LODR)
Regulations, 2015 is available on the Company's website www.hemantsurgical.com
19. 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 a 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.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY
The particulars of loans, guarantees, and investments made by the Company during the
financial year, as required under the provisions of Section 186 of the Companies Act,
2013, are disclosed in the notes to the financial statements, which form an integral part
of this Annual Report.
Further, pursuant to Paragraph A (2) of Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the details of loans and advances given to
subsidiaries have also been provided in the notes to the financial statements forming part
of the Annual Report.
21. 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 Company's 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
22. 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 Company's website and can be accessed by weblink
www.hemantsurgical.com
23. 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.
The particulars of related party transaction at arms' length basis are disclosed in
Board report and marked as "Annexure-II".
24. 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.
25. MATERIAL CHANGES AND COMMITMENT IF ANY, AFFECTING FINANCIAL POSITION OF
THE COMPANY FROM THE END OF FINANCIAL YEAR TILL THE DATE OF THE REPORT
There were no significant changes or commitments affecting the Company's financial
position from the end of the financial year to the date of this Report.
26. 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,
2025, 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, 2025 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
27. 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.
28. 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.
29. COST AUDITOR 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.
As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the Company has appointed M/s. K Sorathiya & Co,
Cost Accountants, cost auditor to audit the cost records of the company for the financial
year 2024-25.
30. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed NKM & Associates, a Company Secretary, to carry out the Secretarial
Audit for the financial year ended March 31, 2025.
The Secretarial Audit Report issued by the Secretarial Auditor is annexed to the Report
as "Annexure III". The Report does not contain any qualifications,
reservations, or adverse remarks.
Further, A certificate has been issued by M/s. NKM & Associates., Company
Secretaries in practice, confirming that none of the Directors of the Company have been
debarred or disqualified from being appointed or continuing as director by the Securities
and Exchange Board of India, Ministry of
Corporate Affairs or any such statutory authority. The certificate is annexed as "Annexure
IV" to this
Report.
31. INTERNAL AUDITOR:
In accordance with the provisions of Section 138 of the Companies Act, 2013, read with
Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable provisions, if any,
the Company has appointed M/s. A D M S and Company, Chartered Accountants., as the
Internal Auditors of the Company for the financial year 2024 25.
The Internal Auditors periodically review the adequacy of internal control systems and
the efficiency of business processes, and their findings and recommendations are reviewed
by the Audit Committee from time to time for implementation and continuous improvement.
32. 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.
33. 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.
34. INTERNAL CONTROL SYSTEMS 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.
35. 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
36. 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.
37. 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 2024-25, no case of Sexual
Harassment was reported.
38. CODES AND POLICIES
All statutory codes and policies as required under the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly adopted
by the Company.
These include, among others:
Code of Conduct for Directors and Senior Management
Code of Fair Disclosure
Insider Trading Policy
Related Party Transaction Policy
Nomination and Remuneration Policy
Whistle-Blower Policy
CSR Policy
Risk Management Policy
Archival and Document Preservation Policy
The above-mentioned policies are available on the Company's website and can be accessed
at: www.hemantsurgical.com
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT AND MATERNITY BENEFIT
ACT
A. Sexual Harassment of Women at Workplace
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Companies (Accounts) Second
Amendment Rules, 2025, the Company has implemented a comprehensive Prevention of Sexual
Harassment (POSH) Policy.
An Internal Complaints Committee (ICC) is duly constituted at the corporate level to
deal with complaints related to sexual harassment at the workplace. The policy covers all
categories of employees, including permanent, temporary, contractual, interns, and
trainees. During the financial year ended March 31, 2025, the following is disclosed in
accordance with the amended rules:
Particulars |
Number |
| Complaints received during the financial year |
0 |
| Complaints disposed of during the year |
0 |
| Complaints pending beyond 90 days |
0 |
Total complaints pending as on March 31, 2025 |
0 |
The Company has also conducted awareness programs and training for employees and ICC
members during the year. The ICC functions independently and ensures a safe, respectful,
and inclusive workplace environment.
B. Compliance with the Maternity Benefit Act, 1961
In accordance with Rule 8A of the Companies (Accounts) Rules, 2014 (inserted via the
Companies (Accounts) Second Amendment Rules, 2025), the Company hereby confirms that it
has complied with the provisions of the Maternity Benefit Act, 1961, including but not
limited to:
Grant of paid maternity leaves as per applicable law
Provision for nursing breaks
Non-discrimination in employment and benefits
The Company remains committed to providing a safe, equitable, and inclusive workplace
for all its employees.
39. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company believes that Corporate Social Responsibility (CSR) is an integral part of
its business. It seeks to operate its business in a sustainable manner that benefits
society at large and aligns with the interests of its stakeholders. In accordance with
section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors has
constituted a CSR Committee.
The CSR Committee has developed a CSR Policy, which has been uploaded to the company's
website at www.hemantsurgical.com.
The committee's composition and the Meetings held during the year are as follows:
Name of the Member |
Category |
Position |
Meetings |
|
|
|
|
Held |
Attended |
| Mr. Hanskumar Shamji Shah |
Managing Director |
Chairperson |
1 |
1 |
| Mr. Ketan Chandrakant Dave |
Independent Director |
Member |
1 |
1 |
| Mr. Hemant Praful Shah |
Whole-time Director |
Member |
1 |
1 |
The annual report on CSR including a brief outline of the CSR Policy and the activities
undertaken during the year under review is enclosed as "Annexure V" to
this Report.
40. 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.
41. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Details required to be furnished pursuant to Section 134(3)(m) of the Companies Act,
2013 are as under:
Conservation of Energy: The range of activities of the Company requires minimal
energy consumption and every endeavor has been made to ensure optimal utilization of
energy and avoid wastage through automation and deployment of energy-efficient equipment.
The Company takes adequate measures to reduce energy consumption by using efficient
computer terminals and by using latest technology. The impact of these efforts has
enhanced energy efficiency. As energy cost forms a very small part of total expenses, the
financial impact of these measures is not material and measured.
Technology Absorption: Company is committed towards technology driven innovation
and lays strong emphasis in inculcating driven culture within the organization.
The Company has best of operating machines and highly precisions equipment for
production and quality management also the Company has hired the optimal of quality team
who dedicates their full enthusiasm and work tirelessly for delivering best quality and
services. The team along with state-of-the-art quality equipment's as necessary for the
Machine Shop.
The Company is all well equipped with its current quality control machine and will
modify itself for any future advancement
The transactions involving foreign exchange earnings and outgo during the period under
review is as follows:
Foreign Exchange Income: Rs. 747.64 Lakhs Foreign Exchange Outgo: Rs. 6,905.09 Lakhs
42. RESEARCH AND DEVELOPMENT
The Company has a fully functional Research and Development Centre at its manufacturing
unit, which continues to play an important role in supporting our efforts to develop and
improve dental materials and oral care products.
During the year, the R&D team focused on improving product stability, exploring new
formulations, and aligning our products with changing industry requirements, especially in
terms of safety, performance, and regulatory standards.
The Centre is equipped with the necessary tools and facilities required for lab-scale
development, testing, and product evaluation.
43. PUBLIC DEPOSITS
The Company has not accepted any deposit falling under Chapter V of the Companies Act,
2013
("The Act") during the year under review. There were no such deposits
outstanding at the beginning and end of the FY 2024-25.
44. 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-VI and
VII" to this report.
45. 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.
46. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year 2024-25 as stipulated under SEBI
(LODR), Regulations, 2015 has annexed as "Annexure VIII" of this Report.
47. 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.
48. CAUTIONARY STATEMENT
Statements in this Report, Management Discussion and Analysis, notice to the
Shareholders or elsewhere in this Annual Report, describing the Company's 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.
49. RESIDUAL DISCLOSURES
1. During the year under review no application was made and no proceedings were pending
against the company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).
2. During the year under review there was no One Time settlement with any bank or
Financial Institution.
50. 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 Company's 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 |
| Chairman & 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 28, 2025
|