We have audited the financial statements of KMS Medisurgi Limited ("the Company"), which comprisethe balance sheet as at 31 March, 2025, the statement of profit and loss, statement of cash flows for theyear then ended, and notes to the financial statements, including a summary of significant accountingpolicies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, exceptfor the possible effects of the matters described in the "basis of qualified opinion" section of our report,the aforesaid financial statements give the information required by the Companies Act, 2013 (hereinafterreferred to as "the Act") in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India, of the state of affairs of the Company as at 31 March,2025, and its profit, and its cash flows for the year ended on that date.
The company has provided for post-employment benefits and other long term employee benefits underdefined benefit plans on accrual basis on the basis of group gratuity report provided by LIC. This methodof accounting of post-employment benefits and other long term employee benefits under defined benefitplans constitutes a departure from AS - 15 on employee benefits. As there is no actuarial valuation reportor basis of calculation available with the management of such post-employment benefits and other longterm employee benefits, the quantum of deviation cannot be ascertained.
As described in note no. 12 of the financial statements, the Company has commenced maintainingcertain stock records for material items from mid of the year under report. The Company is in the processof reconciling these stock records with books of accounts. The closing stock as on year-end has beenphysically verified and valued by the management and accordingly accounted in the books of accounts.Shortage and excess, if any, compared to the book stock will be accounted in the year in whichdiscrepancies are identified. Accordingly, we are unable to comment on the movement of stock andvalue of closing stock of Rs. 252.24 (in 'lacs) as on year end.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the financial statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our audit of the financial statements underthe provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilitiesin accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour qualified opinion on the financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in ouraudit of the consolidated financial statements of the current period. These matters were addressed in thecontext of our audit of the financial statements as a whole, and in forming our opinion thereon, and wedo not provide a separate opinion on these matters except for the matters described in "Basis forQualified Opinion" section. We have determined that there are no other key audit matters tocommunicate in our report.
The Company's Board of Directors is responsible for the other information. The other informationcomprises the information included in the Company's annual report, but does not include the standalonefinancial statements, and our auditor's report thereon. Our opinion on the financial statements does notcover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If, based on the work we have performed, we conclude that there is a material misstatementof this other information, we are required to report that fact. We have nothing to report in this regard.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give atrue and fair view of the financial position, financial performance, and cash flows of the Company inaccordance with the accounting principles generally accepted in India, including the AccountingStandards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the financialstatement that give a true and fair view and are free from material misstatement, whether due to fraudor error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless the Board of Directors either intends to liquidate theCompany or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors is also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole arefree from material misstatement, whether due to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that anaudit conducted in accordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professionalscepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due tofraud or error, design and perform audit procedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detectinga material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internalcontrol.
• Obtain an understanding of internal control relevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we arealso responsible for expressing our opinion on whether the Company has adequate internal financialcontrols system over financial reporting in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events orconditions that may cast significant doubt on the Company's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor'sreport to the related disclosures in the financial statements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However, future events or conditions may cause the Company to cease to continueas a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including thedisclosures, and whether the financial statements represent the underlying transactions and events ina manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually orin aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of thestandalone financial statements may be influenced. We consider quantitative materiality and qualitativefactors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) toevaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the plannedscope and timing of the audit and significant audit findings, including any significant deficiencies ininternal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevantethical requirements regarding independence, and to communicate with them all relationships and othermatters that may reasonably be thought to bear on our independence, and where applicable, relatedsafeguards.
From the matters communicated with those charged with governance, we determine those matters thatwere of most significance in the audit of the financial statements of the current period and are thereforethe key audit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when, in extremely rare circumstances, we determinethat a matter should not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of such communication.
1) As required by the Companies (Auditor's Report) Order, 2020 ('the Order'), issued by the CentralGovernment of India, in terms of sub-section (11) of section 143 of the Act, we give in the Annexure'A' a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2) As required by Section 143(3) of the Act, we report that:
a) We have sought and except for the matter described in the Basis for Qualified paragraph above,obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit;
b) Except for the effects/possible effects of the matters described in the Basis for QualifiedOpinion paragraph above, in our opinion, proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;
c) The Company has no branch offices whose accounts are audited by branch auditors.
d) Except for the effects/possible effects of the matters described in the Basis for QualifiedOpinion paragraph above, The Balance Sheet, the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books of account
e) Except for the effects/possible effects of the matters described in the Basis for QualifiedOpinion paragraph above, in our opinion, the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act, and rules made thereunder, asapplicable.
f) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, maynot have an adverse effect on the functioning of the Company;
g) On the basis of the written representations received from the directors of the Company takenon record by the Board of Directors, none of the directors is disqualified as on 31 March, 2025from being appointed as a director in terms of Section 164 (2) of the Act.
h) The qualifications relating to the maintenance of accounts and other matters connectedtherewith are as stated in the Basis for Qualified Opinion paragraph above.
i) With respect to the adequacy of the internal financial controls with reference to the financialstatements of the Company and the operating effectiveness of such controls, refer to ourseparate Report in "Annexure B".
j) In our opinion and according to the information and explanations given to us, the remunerationpaid by the Company to its directors during the current year is in accordance with the provisionsof section 197 of the Act read with Schedule V of the Act.
k) With respect to the other matters to be included in the Auditor's Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and tothe best of our information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financialposition.
ii. The Company did not have any long-term contracts including derivative contracts for whichthere were any material foreseeable losses.
iii. Though the dividend payment was delayed beyond 30 days, it was transferred to thebeneficiaries account and hence as explained to us, no amount is payable to Investor'sEducation Fund.
iv. a) The management has represented that to the best of its knowledge and belief, otherthan as those disclosed in the notes to the accounts, no funds have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person(s) or entity(ies), including foreign
entities ("Intermediaries"), with the understanding, whether recorded in writing orotherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalfof the Ultimate Beneficiaries.
b) The management has represented that to the best of its knowledge and belief, otherthan as those disclosed in the notes to the accounts, no funds have been received by theCompany from any person(s) or entity(ies), including foreign entities ("Funding Parties"),other than as disclosed in the notes to the accounts, with the understanding, whetherrecorded in writing or otherwise, that the Company shall, whether, directly or indirectly,lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.
c) Based on our audit procedures that we have considered reasonable and appropriate inthe circumstances, nothing has come to our notice that has caused us to believe that therepresentations under sub-clause (a) and (b) contain any material mis-statement.
v. During the year, the proposed dividend for previous year of Rs. 0.05 per share wasdeclared; the sum whereof transferred to a separate designated account after 5 days and itwas paid to registered shareholders of the company belatedly i.e. after expiry of 30 dayswhich is not within timelines prescribed under section 123 of the Act.
vi. Based on our examination, which included test checks, the company has used anaccounting software for maintaining its books of account which has a feature of recordingaudit trail (edit log) facility and the same has operated throughout the year for all relevanttransactions recorded in the software. Further, during the course of our audit we did notcome across any instance of audit trail feature being tampered with.
Additionally, where audit trail (edit log) facility was enabled and operated in the previousyear, the audit trail has been preserved by the Company as per the statutory requirementsfor record retention.
Chartered Accountants
(FRN - 148213W)
Proprietor
(M No: 141494)
Place: Mumbai,
Date: 30th May 2025