Directors Report of Nexus Surgical and Medicare Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Twenty-fourth Annual Report together with the Audited Accounts of the Company for the year ended on 31 st March, 2015.

1 FINANCIAL HIGHLIGHTS (Amount in T)

Sr Particulars Year ended Year ended No. 31st March, 2015 31st March, 2014

A Total Revenue 43,25,000 9,61,750

B Total Expenses 21,93,821 2,44,251

C Profit/(Loss) Before Tax 21,31,179 7,17,499

D Tax expense

- Current Tax 6,60,000 2,40,000

- Deferred Tax 1,395 0

E Profit/(Loss) after Tax 14,69,784 4,77,499

2. Financial Performance

During the year under review, the Company has earned Total Revenue of Rs. 43,25,000/- in comparison to Rs. 9,61,750/- during the previous year. The Company has earned net profit of Rs. 14,69,784/- in comparison of Rs. 4,77,499/- during the previous year. Your directors are hopeful of better performance in the forthcoming year. There was no change in the nature of the business of the Company during the year.

3. Dividend & Reserves

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

4. Management Discussion & Analysis

Management Discussion & Analysis report is being given under Corporate Governance Report. 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.

5. Listing With Stock Exchanges

Equity Shares of our Company was listed at Madras Stock Exchange up to 8th January, 2015. At Present, the Equity shares of the Company are listed at Bombay Stock Exchange Ltd. (BSE).

6. Demiterialization of Shares

71.06% of the Company's paid up Equity Share Capital is in demiterialized form as on 31 st March, 2015 and balance 28.94% is in physical form. The Company's Registrar and Transfer Agent is Purva Sharegistry (India) Private Limited having their registered office at No.9, Shiv Shakti Industrial Estate, Ground Floor, J. R. Boricha Marg, Opp. Kasturba Hospital, Lower Parel, Mumbai-400011. _____

7. Internal Financial Controls

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

8. Finance & Accounts

The Company has 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. Details of transactions are given in the Notes to the Financial Statements.

Your Company prepares its financial statements in compliance with the requirements of Companies Act, 2013 and the Generally Accepted Accounting Principles (GAAP) in India. The financial statements have been prepared on historical cost basis. 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 31 st March, 2015.

9. Subsidiaries, Joint Ventures and Associates Companies

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

10. Deposits

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

11. Extractof The Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "AnnexureA".

12. Statutory Auditors

(a) Comments and notes by auditors in the opinion of the management are self-explanatory and do not require any further comments.

(b) M/s. Raj and Ravi, Chartered Accountants, Mumbai, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

13. Secretarial Auditors

In terms of Section 204 of the Act and Rules made there under, M/s. Ramesh Chandra Bagdi & Associates, Practicing Company Secretary have been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is annexed as "Annexure B" to this report. The report is self-explanatory and do not call for any further comments.

14. Particulars Regarding Conservation Of Energy, Technology Absorption

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

15. Foreign Exchange Earnings/Outgo

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

16. 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.

17. Human Resources

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

18. Directors and Key Managerial Personnel

(i) Changes in Directors and Key Managerial Personnel:

I. Appointment of Directors retiring by rotation:

Mr. M.V.S. Kishore (DIN 01280331) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.

ii. Resignation of Directors:

During the year, Mr. Sanjay Kumar Krowidi (DIN 02469503) and Mr. Tirumala Prasad Reddy Karumiri (DIN 01845679) tendered their resignation from the Directorship of the Company. The Board places its sincere gratitude for the valuable services rendered by them during their tenure as directors of the Company.

(ii) 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 both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

19. Meetings of the Board

The Board of Directors duly met 10 times during the financial year, the details of the same are being given in the Corporate Governance Report.

20. Vigil Mechanism

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.

21. Particulars of Loans, Guarantees or Investments

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.

22. Related Party Transactions

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis and that the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC 2 is not required. During the year, no material related party transactions were entered into with related parties by the Company. Details of transactions with related parties are given in the Notes to the Financial Statements.

23. 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.

24. Safety:

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

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

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

26. 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.

27. Audit Committee:

The Audit Committee was reconstituted on 2nd May, 2014. The Audit Committee is comprised of three Directors out of which two Directors are Independent Directors. The composition of the Audit Committee is as follows:-

Sr. No. Members

1 Mr. M. V. S. Kishore

2 Mr. Avinash Kumar Ardawatia

3 Mr. Rajesh Sodani

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

28. 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 Clause 49 of the Listing Agreements.

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 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.

29. 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.

We comply with the Securities and Exchange Board of India (SEBI)'s guidelines on corporate governance. We have documented our internal policies on corporate governance. Several aspects of the act such as Whistle Blower Policy and Code of Conduct and Ethics, have been incorporated into our policies. A report on a Corporate Governance is appended as annexure to this report.

30. Ratio of Rem u neration:

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:

Sr. Name Designation Remuneration % increase from Ratio/Times No. FY 2014-15 previous year per Median of Employee Remuneration

1. Rupesh Roongta Whole 3,20,000 N. A. 4 Time Director

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.

31. Share Capital

A) Buy Back of Securities

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

B) Sweat Equity

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

C) Bonus Shares

No Bonus Shares were issued during the year under review.

D) Employees Stock Option Plan

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

32. 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, 2015, 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 judgements 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 31 st March, 2015 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.

33. 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.

Registered Office: FOR AND ON BEHALF OF THE BOARD

1 ,Annai Avenue Main Road,

(Agraharam), 1st Floor,

Nr. Seetharaman Lakyana Mandapam, RUPESH ROONGTA

KoraturNorth,Chennai-600076. DIN 02576510

CHAIRMAN Date: 30th May 2015