For the Financial Year Ended on 31st March 2017 Dear Shareholders
Your Directors have great pleasure in presenting the 6th Annual Report together withthe Audited Balance Sheet as at 31st March 2017 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 2017 as compared to theprevious financial year is summarized below: (Amount in Rs.)
|Particular ||For the Financial year ended 31st March 2017 ||For the Financial yearended 31st March 2016 |
|Income ||23980932 ||25750732 |
|Less: Expenses ||23909622 ||23837675 |
|Profit/(Loss) before tax ||71310 ||1913057 |
|Less: Provision for tax/ Deferred Tax ||(11476) ||(1052217) |
|Profit after Tax ||59835 ||860840 |
|No. of Equity Shares ||10500000 ||10500000 |
|EPS ||0.01 ||0.08 |
The total income of the Company for the year under review stood at Rs. 23980932/-(previous year 25750732). During the year the Company earned net profit of Rs. 59835(previous year profit of Rs. 860840).
There was no change in Share Capital of the Company during the Financial Year 2016-17.
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.
SECRETARIAL AUDIT REPORT:
Provisions of Section 204 read with Section 134(3) of the Companies Act 2013 mandatesto obtain Secretarial Audit Report from Practicing Company Secretary. VKM &Associates Company Secretaries had been appointed to issue Secretarial Audit Report forthe financial year 2016-17. Secretarial Audit Report issued by VKM & AssociatesCompany Secretaries in Form MR-3 for the financial year 2016-17 forms part to this reportas Annexure-I. The said report does not contain any observation or qualificationrequiring explanation or comments from the Board under Section 134(3) of the CompaniesAct 2013.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure -II.
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 AnnexureIII.
The Policy on materiality of related party transactions and also on dealing withrelated party transactions as approved by the Board may be accessed on the website of theCompany at the link http://www.looksclinic.in/download/other/Policy%20on%20Material%20Related%20Party.pdf
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The details of loans guarantee or investment under Section 186 of the Companies Act2013 are furnished in Form AOC - 2 as per Annexure IV.
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 Mr. Pritesh Doshi (Din: 05155318) Director retires by rotation at the ensuingAnnual General Meeting and being eligible has offered himself for re-appointment. YourBoard recommends their appointment / re-appointment of the above Directors.
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 6th Annual General Meeting.
The Company has formulated code of conduct on appointment of directors and seniormanagement. This code of conduct can be accessed on the website of the Company at the linkhttp://www.looksclinic.in/download/other/Code%20of%20Conduct%20for%20Board%20of%20Directors%20&%20Senior%20Management.pdf
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 thedate of the meeting.
The Board met 7 (Seven) times i.e 20th April 2016 30th May 2016 13th August 20163rd September 2016 14th November2016 14th February 2017 14th March 2017 during theyear the details of which are given in the Report on Corporate Governance. Theintervening gap between the two consecutive meetings was within the period prescribedunder 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 andrelationships ii. Information flows iii. Decision-making iv. Relationship withstakeholders v. Company performance and strategy vi. Tracking Board and committee'seffectiveness vii. Peer evaluation Pursuant to the provisions of the Companies Act 2013 aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and individual directors. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of the independent directors shall be done by the entireBoard of Directors excluding the director being evaluated. The Board works with thenomination and remuneration committee to 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 executivenon-executive 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 inputsregarding future growth of Company and its performance; iv. Providing perspectives andfeedback going beyond information provided by the management. v. Ability to contribute toand 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 thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material departures; b. the directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the profit of thecompany for that period; c. the directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; d. the directors have prepared the annual accounts on a goingconcern basis; e. the directors have laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and were operatingeffectively; and f. the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: Therewas no significant or material order passed by any regulator or court or tribunal whichimpacts the going concern status of the Company or will have bearing on company'soperations 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 8thAnnual 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 2018.
The Auditor's Report for the year ended 31st March 2017 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. Mota 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.
The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2017-2018 to the said Stock Exchange.
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.
The policy can be accessed on the website of the Company at the linkhttp://www.looksclinic.in/download/other/ Policy%20on%20Sexual%20Harassment.pdf
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 VI.
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 donot consume energy intensively. However the Company continues to implement prudentpractices for 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 TheParticulars of Foreign Exchange and Outgo for the year under review are as follows:
|Particulars ||Year ended 31st Mar 2017 ||Year ended ||31st Mar 2016 |
|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)