We have audited the financial statements of KMS Medisurgi Limited ("the Company"), which comprise
the balance sheet as at 31 March, 2025, the statement of profit and loss, statement of cash flows for the
year then ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, except
for 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 (hereinafter
referred to as "the Act") in the manner so required and give a true and fair view in conformity with the
accounting 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.
Basis for Qualified Opinion
The company has provided for post-employment benefits and other long term employee benefits under
defined benefit plans on accrual basis on the basis of group gratuity report provided by LIC. This method
of accounting of post-employment benefits and other long term employee benefits under defined benefit
plans constitutes a departure from AS - 15 on employee benefits. As there is no actuarial valuation report
or basis of calculation available with the management of such post-employment benefits and other long
term employee benefits, the quantum of deviation cannot be ascertained.
As described in note no. 12 of the financial statements, the Company has commenced maintaining
certain stock records for material items from mid of the year under report. The Company is in the process
of reconciling these stock records with books of accounts. The closing stock as on year-end has been
physically 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 which
discrepancies are identified. Accordingly, we are unable to comment on the movement of stock and
value 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 section
143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's
Responsibilities for the Audit of the financial statements section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the financial statements under
the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities
in 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 for
our qualified opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current period. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters except for the matters described in "Basis for
Qualified Opinion" section. We have determined that there are no other key audit matters to
communicate in our report.
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information
comprises the information included in the Company's annual report, but does not include the standalone
financial statements, and our auditor's report thereon. Our opinion on the financial statements does not
cover 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 other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and those Charged with Governance for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the
Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a
true and fair view of the financial position, financial performance, and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting
Standards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of the financial
statement that give a true and fair view and are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the Board of Directors is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company 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.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an
audit 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 the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
a 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 internal
control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are
also responsible for expressing our opinion on whether the Company has adequate internal financial
controls system over financial reporting in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates 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 or
conditions that may cast significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor's report. However, future events or conditions may cause the Company to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in
a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the
standalone financial statements may be influenced. We consider quantitative materiality and qualitative
factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the financial statements of the current period and are therefore
the key audit matters. We describe these matters in our auditor's report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine
that a matter should not be communicated in our report because the adverse consequences of doing so
would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor's Report) Order, 2020 ('the Order'), issued by the Central
Government 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 belief
were necessary for the purposes of our audit;
b) Except for the effects/possible effects of the matters described in the Basis for Qualified
Opinion paragraph above, in our opinion, proper books of account as required by law have been
kept 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 Qualified
Opinion paragraph above, The Balance Sheet, the Statement of Profit and Loss and the Cash
Flow 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 Qualified
Opinion paragraph above, in our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, and rules made thereunder, as
applicable.
f) The matter described in the Basis for Qualified Opinion paragraph above, in our opinion, may
not 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 taken
on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2025
from 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 connected
therewith 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 financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in "Annexure B".
j) In our opinion and according to the information and explanations given to us, the remuneration
paid by the Company to its directors during the current year is in accordance with the provisions
of 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 with
Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to
the 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 financial
position.
ii. The Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses.
iii. Though the dividend payment was delayed beyond 30 days, it was transferred to the
beneficiaries account and hence as explained to us, no amount is payable to Investor's
Education Fund.
iv. a) The management has represented that to the best of its knowledge and belief, other
than as those disclosed in the notes to the accounts, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or
kind 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 or
otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest in
other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
b) The management has represented that to the best of its knowledge and belief, other
than as those disclosed in the notes to the accounts, no funds have been received by the
Company 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, whether
recorded 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 on
behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or
the like on behalf of the Ultimate Beneficiaries.
c) Based on our audit procedures that we have considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused us to believe that the
representations 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 was
declared; the sum whereof transferred to a separate designated account after 5 days and it
was paid to registered shareholders of the company belatedly i.e. after expiry of 30 days
which is not within timelines prescribed under section 123 of the Act.
vi. Based on our examination, which included test checks, the company has used an
accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility and the same has operated throughout the year for all relevant
transactions recorded in the software. Further, during the course of our audit we did not
come across any instance of audit trail feature being tampered with.
Additionally, where audit trail (edit log) facility was enabled and operated in the previous
year, the audit trail has been preserved by the Company as per the statutory requirements
for record retention.
For H H Dedhia & Associates
Chartered Accountants
(FRN - 148213W)
Sd/-
Harsh H. Dedhia
Proprietor
(M No: 141494)
UDIN: 25141494B M LCCC5071
Place: Mumbai,
Date: 30th May 2025
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