For the Financial Year Ended on 31st March 2016
Your Directors have great pleasure in presenting the 5th Annual Report together withthe Audited Balance Sheet as at 31st March 2016 and Profit & Loss Account for theyear ended on that date.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March 2016 as compared to theprevious financial year is summarized below:
| || ||(Amount in Rs.) |
|Particular ||For the Financial year ended 31st March 2016 ||For the Financial yearended 31st March 2015 |
|Income ||25750732 ||31035409 |
|Less: Expenses ||23837675 ||32541518 |
|Profit/(Loss) before tax ||1913057 ||(1506109) |
|Less: Provision for tax/ Deferred Tax ||(1052217) ||(102373) |
|Profit after Tax ||860840 ||(1608482) |
|No. of Equity Shares ||10500000 ||6000000 |
|EPS ||0.08 ||(0.27) |
The total income of the Company for the year under review stood at Rs.25750732/-(previous year 31035409). During the year the Company earned net profit of Rs. 860840(previous year loss of Rs. 1608482).
The Authorised Share Capital of the Company has been increased from Rs.6 Crores toRs.12 Crores vide Members Resolution passed at the Annual General Meeting held on 30thSeptember 2015.
The Company has issued 4500000 Bonus Equity Shares of Rs.10/- each from out of its freereserves and thereby paid up share capital of the Company has been increased from Rs.6.00Crores to Rs.10.50 Crores.
In order to conserve the resources for future business requirements your Directors donot recommend dividend for the year under review.
During the year under review the Company has not accepted any deposits within themeaning of Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.
MIGRATION OF EQUITY SHARES FROM BSE SME PLATFORM TO BSE MAINBOARD PLATFORM:
The equity shares of Looks Health Services Limited which were listed under BSE SMEPlatform has now been migrated & admitted to dealings on the Main board Platformw.e.f. April 28 2016.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing and Obligation Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of Listing Agreement for different segments ofcapital markets to ensure better enforceability. The said regulations were effective fromDecember 31 2015. Accordingly all listed entities were required to enter into theListing Agreement within six months from the effective date. The Company entered into theListing Agreement with Bombay Stock Exchange on 5th February 2016.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Management & Administration) Rules 2014 and Articles of Association of theCompany Dr. Nishita Sheth (Din: 02190381)Managing director retires by rotation at theensuing Annual General Meeting and being eligible has offered herself for reappointment.
Your Board recommends their appointment/re-appointment of the above Directors.
During the year under review no changes had taken place in the Board of Directors ofthe Company.
Additional Information on directors recommended for appointment/re-appointment asrequired under Regulation 26 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting are given in the Noticeconvening 5th Annual General Meeting.
MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company and businessstrategies. The notice of Board meeting is given well in advance to all the Directors ofthe Company. Usually meetings of the Board are held in the registered office of theCompany. The agenda of the Board/Committee meetings is circulated 7 days prior to the dateof the meeting.
The Board met 8 (Eight) times during the year the details of which are given in theReport on Corporate Governance.
The intervening gap between the two consecutive meetings was within the periodprescribed under the Companies Act 2013 and the Listing Agreement.
ANNUAL PERFORMANCE EVALUATION BY THE BOARD:
SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:
i. Board dynamics and relationships
ii. Information flows
iv. Relationship with stakeholders
v. Company performance and strategy
vi. Tracking Board and committee's effectiveness
vii. Peer evaluation
Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto lay down the evaluation criteria.
The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Stakeholders Relationship Committees of the Company. TheBoard has devised questionnaire to evaluate the performances of each of executivenonexecutive and Independent Directors. Such questions are prepared considering thebusiness of the Company and the expectations that the Board have from each of theDirectors. The evaluation framework for assessing the performance of Directors comprisesof the following key areas:
i. Attendance of Board Meetings and Board Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by themanagement.
v. Ability to contribute to and monitor our corporate governance practices
DECLARARTION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the Independent Directors ofthe Company under subsection (7) of Section 149 of the Companies Act 2013 confirming thatthey meet the criteria of independence as prescribed under sub-section (6) of Section 149of the Companies Act 2013 and Regulation 25 of the SEBI (Listing and ObligationDisclosure Requirements) Regulations 2015.
COMMITTEES OF THE BOARD:
There are currently three Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Nomination and Remuneration Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Report on Corporate Governance and forms part of thisAnnual Report.
AUDIT COMMITTEE AND ITS COMPOSITION:
The Audit Committee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations2015. The composition of the Audit Committee is given in Report on Corporate Governancewhich is annexed to this report.
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also supervises theCompany's internal control and financial reporting process.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Company has adopted a Vigil mechanism/ Whistle blower Policy to deal with instanceof fraud and mismanagement if any. The Company had established a mechanism for directorsand employees to report concerns about unethical behavior actual or suspected fraud orviolation of our Code of Conduct and Ethics. The mechanism also provides for adequatesafeguards against victimization of directors and employees who avail of the mechanism andalso provide for direct access to the Chairman of the Audit Committee in the exceptionalcases. The details of the Vigil mechanism Policy is explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2015-2016 no employee or director was denied access to the AuditCommittee.
Pursuant to provisions of Section 178 of the Companies Act 2013 and SEBI (Listing andObligation Disclosure Requirements) Regulations 2015 and on the recommendation of theNomination and Remuneration Committee the Board has adopted a Policy on criteria forappointment of Directors Key Managerial Personnel Senior Management and theirremuneration. The salient features of the Remuneration Policy are stated in the Report onCorporate Governance which forms part of this Annual Report.
RISKS AND AREAS OF CONCERN:
The Company has laid down a well-defined Risk Management Policy to identify the riskanalyse and to undertake risk mitigation actions. The Board of Directors regularlyundertakes the detailed exercise for identification and steps to control them through awell-defined procedure.
DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3)(c) of the Companies Act 2013 and according to theinformation and explanations received by the Board your Directors state that:
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.
At the 3rdAnnual General Meeting of the Company held on 30thSeptember 2014 M/s. Kriplani Milani & Co. Chartered Accountants Mumbai (havingFRN: 130461W) were appointed as Statutory Auditors of the Company to hold office upto theconclusion of 7thAnnual General Meeting. In terms of Section 139 of theCompanies Act 2013 the appointment of the auditors shall be placed for ratification atevery Annual General Meeting of the Company. Accordingly the appointment of M/s. KriplaniMilani & Co. Chartered Accountants Mumbai (having FRN: 130461W) as StatutoryAuditors of the Company is placed for ratification by the shareholders and to fixremuneration for the financial year ending 31st March 2017.
The Auditor's Report for the year ended 31st March 2016 does not containany qualification reservation or adverse remark. The Auditor's Report is enclosed withFinancial Statements in this Annual Report.
The Company has re-appointed M/s. S. D. Motta and Associates Chartered AccountantsThane as its Internal Auditor. The Internal Auditor has given his reports on quarterlybasis to the Audit Committee.
Based on the report of internal audit management undertakes corrective action in therespective areas and strengthens the levels of Internal Financial and other operationalcontrols.
INTERNAL FINANCIAL CONTROL:
The Board has adopted policies and procedures for efficient conduct of business. TheAudit Committee evaluates the efficacy and adequacy of financial control system in theCompany its compliance with operating systems accounting procedures and policies at alllocations of the Company and strives to maintain the Standard in Internal FinancialControl.
SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of Section 204 of the Companies Act 2013 the SecretarialAudit Report received from M/ s. P. D. Pandya & Associates Practicing CompanySecretaries Mumbai is provided in Annexure I and forms part of this Annual report.Necessary explanations to each of the observations made in the Secretarial Audit Reportare as given below:
a) Company during the year has not complied section 203 of the Act for appointment ofWhole Time Company Secretary and Whole Time Chief Financial Officer:
Company is in process of appointing Company Secretary and has given advertisements forsame but is not able to find suitable candidate. As soon as company finds the same Companyundertakes to appoint the same.
INITIAL PUBLIC OFFERING:
During The Year 2012 -13 the Company came out with an Initial Public Offering of3000000 Equity Shares of the Face Value of Rs. 10/- Each for Cash at a Price of Rs. 40/-Per Share (Including a Share Premium) Aggregating to Rs. 1200 lacs. The Public Issueopened for subscription on 12th May 2012 and closed on 16th May 2012.The basis ofAllotment was finalized in consultation with the Designated Stock Exchange-Bombay StockExchange Limited on 24th May 2012. The Company's Shares got listed on the SME Platform ofBSE Limited w.e.f. 30th May 2012.
Report On Utilization Of IPO Funds During The Year:
|Particular ||Amount (in Lakhs) |
|Funds raised from Public Issue (including share premium) ||1200.00 |
|Utilization of Funds- Towards purchase of Fixed Assets (Med. & Off. Equipments) ||88.90 |
|Working Capital ||114.98 |
|IPO Expenses ||42.32 |
|Balance for ICD's/Loans ||953.80 |
Company has utilised the funds raised from its IPO towards the object for which theywere raised and balance unutilized were parked on temporary basis with various Corporateas ICD's on which interest was earned.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure-2.
The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2016-2017 to the said Stock Exchange.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of loans guarantee or investment under Section 186 of the Companies Act2013 forms part of Notes to the Financial Statements provided in this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into the transaction with Related Parties during the year; allthe related party transactions were in the ordinary course of the business and on arm'slength basis and details of the transactions furnished in Form AOC-2 as per Annexure III.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Corporate Governance is about maximizing shareholders value legally ethically andsustainability. At Looks Health Services Limited the goal of Corporate Governance is toensure fairness for every stakeholder. We believe Corporate Governance is critical toenhance and retain investor trust. Our Board exercises its judiciary responsibilities inthe widest sense of the term. We also endeavor to enhance long-term shareholder value andrespect minority rights in all our business decisions.
The following have been made a part of the Annual Report:
Management Discussion and Analysis
Report on Corporate Governance
Certificate regarding compliance of conditions of Corporate Governance
INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at workplace and adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder. There was no complaint on sexual harassmentduring the year under review.
PARTICULARS OF REMUNERATION:
Pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial personnel Rules 2014 details of the ratio ofremuneration of each Director to the median employee's remuneration are appended to thisreport as Annexure 7.
During the year under review no employee was in receipt of remuneration exceeding thelimits as prescribed under provisions of Section 197 of the Companies Act 2013 and Rule5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
PARTICULARS OF CONSERVATION OF ENERGY TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies act 2013 read with Rule 8 of theCompanies (accounts) rules 2014 details regarding the Conservation of EnergyTechonology Absorption and Foreign Exchange Earnings and Outgo for the year under revieware as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy-The Operations of the Company do notconsume energy intensively. However the Company continues to implement prudent practicesfor saving electricity and other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of energy-Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.
c. The capital investment on energy conservation equipment-Nil
B. TECHNOLOGY ABSORPTION
a. The efforts made towards technology absorption-The Company continues to takeprudential measures in respect of technologyabsorption adaptation and take innovativesteps to use the scarce resources effectively.
b. The benefits derived like product improvement cost reduction product developmentor import substitution- Not Applicable
c. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year)-Not Applicable
d. The expenditure incurred on Research and Development-Not Applicable
The Particulars of Foreign Exchange and Outgo for the year under review are as follows:
|Particulars ||Year ended 31st Mar 2016 ||Year ended 31st Mar 2015 |
|Foreign exchange earning ||Nil ||Nil |
|Foreign exchange Outgo ||Nil ||Nil |
Your Directors wish to place on record their gratitude and deep appreciation for thecontinued support and cooperation received by the Company from the shareholders company'sclients suppliers bankers and employees and look forward for their continued support inthe future as well.
By Order of the Board
For Looks Health Services Limited
(Earlier known as Monarch Health Services Limited)
Chairman DIN: 05155318
DISCLOSURE PURSUANT TO SECTION 134(3) (M) OF THE COMPANIES ACT 2013 READ WITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014
(A) Conservation of energy:
|Steps taken or impact on conservation of energy ||The resources of the Company are utilized at its optimum level |
|Steps taken by the company for utilizing alternate sources of energy ||The Company does not use alternate source of energy. |
|Capital investment on energy conservation equipments ||- |
(B) Technology absorption:
|Efforts made towards technology absorption ||- |
|Benefits derived like product improvement cost reduction product development or import substitution || |
|In case of imported technology (imported during the last three years reckoned from the beginning of the financial year): || |
|Details of technology imported ||- |
|Year of import ||- |
|Whether the technology has been fully absorbed ||- |
|If not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|Expenditure incurred on Research and Development ||- |
(C) Foreign exchange earnings and Outgo:
| ||1st April 2015 to 31st March 2016 ||1st April 2014 to 31st March 2015 |
| ||Amount in Rs. ||Amount in Rs. |
|Actual Foreign Exchange earnings ||- ||- |
|Actual Foreign Exchange outgo ||- ||- |