Your Directors have pleasure in presenting 46th Annual Report on theBusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended March 31 2019.
The financial performance of your Company for the year ended March 31 2019 issummarized below:
Rs. In Lakhs
|Particulars ||2018-19 ||2017-18 |
|Revenue from operations ||763.71 ||435.78 |
|Other Income ||25.32 ||22.05 |
|Total Income ||789.03 ||457.83 |
|Total Expenses ||1307.31 ||1016.05 |
|Profit/(Loss)Before Tax ||(518.28) ||(558.23) |
|Tax ||0.01 ||- |
|Current Tax ||- ||- |
|Deferred Tax ||- ||- |
|Net Profit /(Loss) After Tax ||(518.29) ||(558.23) |
During the year under review the total income of the Company is Rs. 789.03 lakhs ascompared to Rs. 457.83 7 in previous year and loss Reduced to Rs. 518.28 lakhs as comparedto Rs. 558.23 lakhs in last year. As the Company has started its pathology business sincelast two years only it will take time to break even and earn profit. The Company has setup state of art facility for diagnostic centre which requires heavy capital & workingexpenditure whereas its area of operation is limited to Mumbai & Thane hence losshas increased. Company will be expanding its area of operation & conducting more testwhich will generate more revenue leading to more cash profit.
Your directors do not recommend any dividend in the absence of distributable surplus.
TRANSFER TO RESERVE:
During the year under review no amount has been transferred to the General Reserve ofthe Company.
During the year the authorised share capital of the Company has increased fromRs.100000000/- (Rupees Ten Crores) divided into 10000000 (One Crore) equity sharesof Rs. 10/-(Rupees Ten) each to Rs.350000000/-(Thirty-Five Crores) divided into20000000 (Two Crores) Equity shares of Rs. 10/- each and 15000000 (One Crore FiftyLakh) 9% Non-Cumulative Non- convertible Non-Participating Redeemable Preference Sharesof Rs. 10 (Rupees Ten) each and issued subscribed and paid- up capital of the of theCompany has increased from 51930000 (Five Crores Nineteen Lakhs Thirty Thousand) to Rs.136930000/- (Thirteen Crores Sixty Nine Lakhs Thirty Thousand) divided into 8193000(Eighty one lakhs Ninety three thousand) Equity Shares of Rs. 10/-(Rupees Ten) each and5500000 (Fifty Five Lakhs) 9% Non-Cumulative Non-convertible Non-ParticipatingRedeemable Preference Shares of Rs. 10/- (Rupees Ten) each.
MANAGEMENT DISUSSION AND ANALYSIS
The Management Discussion and Analysis Report as required under Regulation 34 of theListing Regulations forms part of the Annual Report is attached herewith marked asAnnexure - I.
SUBSIDIARY/JOINT VENTURES/ ASSOCIATES COMPANIES:
The Company does not have any subsidiary/ joint venture or associate Company.
ACCEPTANCE OF FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 76 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH
All transactions with related parties were reviewed and approved by the AuditCommittee.
All related party transactions entered into during FY 2018-19 were on an armslength basis and in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. Further there were notransactions with related parties which qualify as material transactions under the ListingRegulations. The policy on materiality of related party transactions and dealing withrelated party transactions as approved by the Board is available on the Companyswebsite.
There are no transactions to be reported in Form AOC-2.
PARTICULARS OF LOANS INVESTMENT AND GUARANTEES
BY THE COMPANY:
Particulars of Investment made/loan given under section 186 of the Companies Act 2013are provided in the financial statement.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
MATERIAL CHANGESANDCOMMITMENTSIFANYAFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:
The Company has got delisting approval from Metropolitan Stock Exchange of IndiaLimited and Calcutta Stock Exchange Limited w.e.f. April 12 2018 and October 15 2018respectively.
APPOINTMENT OF M/S. SHAREX DYNAMICS (INDIA) PVT. LTD AS THE REGISTRAR AND TRANSFERAGENT OF THE COMPANY.
The Company has appointed M/S. Sharex Dynamics (India) Pvt. Ltd as Registrar andTransfer Agent (RTA) of the Company in place of Niche Technology Limited.
PARTICULARS OF EMPLOYEES
The information required in terms of Section 197 (12) of the Companies Act 2013 readwith Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel)Rules 2014 for the year ended March 31 2019 is provided as Annexure II to this Report.
a) RETIREMENT BY ROTATION AND SUBSEQUENT RE- APPOINTMENT
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompanys Articles of Association Mr. Arvind Bhanushali (DIN:00011903) ExecutiveDirector of the Company is liable to retire by rotation at the ensuing Annual GeneralMeeting and being eligible has offered himself for re-appointment.
The aforesaid re-appointment with a brief profile and other related information of Mr.Arvind Bhanushali forms part of the Notice convening the ensuing Annual General
Meeting and the Directors recommend the same for your approval.
Dr. Paresh Bhanushali Executive Director of the Company resigned from the service ofthe Company with effect from October 27 2018 and Dr. Chander Puri CEO and ExecutiveDirector of the Company resigned w.e.f March 31 2019. The Board of Directors placed onrecord their sincere appreciation for the contribution made by Dr. Paresh Bhanushali andDr. Chander Puri.
c) APPOINTMENT OF DIRECTORS
The Board of Directors of the Company have appointed Dr. Haseeb Drabu as AdditionalIndependent Directors with effect from October 27 2018 who shall hold office till thedate of ensuing Annual General Meeting unless reappointed by the shareholders.
In accordance with Section 149(7) of the Act each Independent Director has given awritten declaration to the Company confirming that he/she meets the criteria ofindependence as mentioned under Section 149(6) of the Act and the Listing Regulations.
Pursuant to the provisions of Section 2(51) and Section
203 of the Act following are the KMP of the Company.
1. Dr. Pankaj Shah Managing Director
2. Dr. Chander Puri- CEO & Executive Director (Resigned w.e.f March 31 2019)
3. Mr. Balkrishna Talawadekar- CFO (Resigned w.e.f May 18 2019)
4. Mr. Prahlad Bhanushali Chief Financial Officer (Appointed w.e.f May 19 2019)
5. Ms. Mamta Mav- Company Secretary
f) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITSCOMMITTEES AND INDIVIDUALDIRECTORS:
During the year under review performance evaluation of the Board as a whole and thatof its Committees and Individual Directors have been carried out as per the provisions ofthe Companies Act 2013. All Independent Directors of the Company at their meeting held onMay 18 2019 have evaluated the performance of the Board as a whole Committees of Boardthe Chairman of the Company and the Non Independent Directors as per the criteria adoptedby the Board. The performance evaluation of the Board was based on various parameters suchas qualification of Board Members their diversity of experience and background whetherthe Members of the Board met all applicable independence requirements sufficient numberof Board meetings and Committee meetings etc. The performance of the individual Directorswas evaluated on parameters such as qualifications experience independenceparticipation in Board Meetings and Committee Meetings etc. The evaluation of theIndependent Directors was carried out by the entire Board excluding the IndependentDirector being evaluated.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Companys website.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. P Khetan & Co. CharteredAccountants Kolkata hold office up to the conclusion of the ensuing Annual GeneralMeeting of the Company.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
Based on the recommendation of the Audit Committee of the Company the Board ofDirectors of the Company had appointed M/s. CNK & Associates LLP as the InternalAuditors of the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:
1. In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures.
2. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31st March2019.
3. That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
4. That the Directors have prepared the Annual Accounts on a going concern basis.
5. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.
6. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
7. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
8. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Companys internal financial controls were adequate andeffective during FY 2018-19.
RISK MANAGEMENT POLICY
The Risk Management policy of the Company lays down the framework of Risk Managementpromoting a proactive approach in reporting evaluating and resolving risks associatedwith the business. Mechanisms for identification and prioritisation of risks includescanning the business environment and Internal risk factors. Identified risks are used asone of the key inputs for the development of strategy and business plan.
SECRETARIAL AUDIT REPORT
A Secretarial Audit Report for the year ended 31st March 2019 in prescribedform duly audited by the Practicing Company Secretary Santoshkumar K Pandey Mumbai isannexed herewith as annexure III and forming part of the report.
PREVENTION OF INSIDER TRADING
Your Company has adopted the "Code of Conduct on Prohibition of InsiderTrading" and "Code for fair disclosure of Unpublished Price SensitiveInformation" for regulating the dissemination of Unpublished Price SensitiveInformation and trading in securities by insiders. The said codes are also available onthe website of the Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and
Administration) Rules 2014 the extract of annual return is annexed herewith andforming part of the report as Annexure IV.
Corporate Governance is essentially a system by which companies are governed andcontrolled by the management under the direction and supervision of the board in the bestinterest of all stakeholders. Your Company continues to place greater emphasis on managingits affairs with diligence transparency responsibility and accountability and iscommitted to adopting and adhering to best Corporate Governance Practices.
The Board considers itself as a trustee of its shareholders and acknowledges itsresponsibilities towards them for creation and safeguarding their wealth. The Company hasset itself the objective of expanding its capacities. As a part of its growth strategy itis committed to high levels of ethics and integrity in all its business dealings thatavoid conflicts of interest. In order to conduct business with these principles theCompany has created a corporate structure based on business needs and maintains a highdegree of transparency through regular disclosures with a focus on adequate controlsystems.
However as per provisions of Regulation 15 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 providing a separate report on Corporate Governance underRegulation 27 (2) is not applicable to the Company.
BOARD OF DIRECTORS:
a) COMPOSITION AND CATEGORIES OF DIRECTORS
The composition of the Board is in conformity with Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as well as the Companies Act2013. The composition of the Board of Directors consisted of an optimum combination ofExecutive and Non-Executive Directors and an optimum representation of IndependentDirectors.
|Name of Director ||Category |
|Mr. Avinash Mahajan ||Chairman & Independent Director (Resigned as chairman w.e.f May 18 2019) |
|Dr. Haseeb Drabu ||Independent Director (w.e.f. October 27 2018) and Chairman (w.e.f May 18 2019) |
|Dr. Pankaj Shah ||Managing Director |
|Dr. Chander Puri ||CEO & Executive Director (resigned w.e.f March 31 2019) |
|Mr. Arvind Bhanushali ||Promoter & Executive Director |
|Dr. Paresh Bhanushali ||Promoter & Executive Director (Resigned as excutive Director w.e.f October 27 2018) |
|Mrs. Mangala Prabhu ||Independent Director |
|Ms. Vandana Bhansali ||Independent Director |
|Dr. Subhash Salunke ||Independent Director |
|Dr. Abhay Chowdhary ||Independent Director |
b) ATTENDANCE OFEACHDIRECTORAT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING("AGM"):-
5 (five) meetings of the Board of Directors were held during the financial year 2018-19i.e. on 21st April 2018 29th May
2018 11th August 2018 27th October 2018 and 21st January2019.
The attendance record of all Directors is as under:
|Name of Director ||No. of Board Meeting ||Attendance at |
| ||Eligibility to attend ||Attended ||last AGM held on 29th September 2018 |
|Mr. Avinash Mahajan ||5 ||5 ||No |
|Dr. Pankaj Shah ||5 ||5 ||Yes |
|Dr. Chander Puri ||5 ||4 ||Yes |
|Mr. Arvind Bhanushali ||5 ||5 ||No |
|Dr. Paresh Bhanushali || || || |
|(Resigned w.e.f. 27th October 2018) ||3 ||3 ||No |
|Mrs. Mangala Prabhu ||5 ||5 ||Yes |
|Ms. Vandana Bhansali ||5 ||2 ||No |
|Dr. Subhash Salunke ||5 ||4 ||No |
|Dr. Abhay Chowdhary ||5 ||3 ||No |
|Dr. Haseeb Drabu (Appointed w.e.f October 27 2018) ||2 ||1 ||NA |
COMMITTEES OF THE BOARD:
The Board of Directors has constituted various statutory committees comprising ofExecutive Non-Executive and Independent Directors to discharge various functions dutiesand responsibilities cast under the Companies Act 2013 SEBI (LODR) Regulations 2015 andother applicable statutes rules and regulations applicable to the Company from time totime. The Committees also focus on critical functions of the Company in order to ensuresmooth and efficient business operations. The Board of Directors is responsible forconstituting assigning co-opting and fixing the terms of reference of these committeesin line with the extant regulatory requirements. The Committees meets at regular intervalsfor deciding various matters and providing directions and authorizations to the managementfor its implementation.
Currently the Board of Directors has the following committees viz. i. Audit Committeeii. Nomination & Remuneration Committee iii. Stakeholders Relationship Committee
The Audit Committee of the Company Comprises of following as members
|Sr. No. ||Name of Director ||Designation in the committee |
|1. ||Mrs. Mangala Prabhu ||Chairperson |
|2. ||Mr. Avinash Mahajan ||Member |
|3. ||Ms. Vandana Bhansali ||Member |
|4. ||Mr. Arvind Bhanushali ||Member |
The Nomination and Remuneration Committee of the Company Comprises of following asmembers
|Sr. No. ||Name of Director ||Designation in the committee |
|1. ||Ms. Vandana Bhansali ||Chairperson |
|2. ||Mr. Avinash Mahajan ||Member |
|3. ||Mrs. Mangala Prabhu ||Member |
The Stakeholders Relationship Committee of the Company Comprises of following asmembers
|Sr. No. ||Name of Director ||Designation in the committee |
|1. ||Mrs. Mangala Prabhu ||Chairperson |
|2. ||Mr. Arvind Bhanushali ||Member |
|3. ||Mr. Avinash Mahajan ||Member |
CODE OF CONDUCT
Regulations 17(5) of the SEBI (LODR) Regulations 2015 requires listed Companies tolay down a Code of Conduct for its Directors and Senior Management incorporating dutiesof a Directors as laid down in the Companies Act 2013. The Board has adopted a Code ofConduct for all Directors and Senior Management of the Company and the same has beenplaced on Companys website at www.aspiradiagnostics.com
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formalmechanism to the Directors employees and its stakeholders to report their concerns aboutunethical behavior actual or suspected fraud or violation of the Companys Code ofConduct or Ethics Policy. Protected disclosures can be made by a whistleblower throughseveral channels. The policy provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit Committee. It is affirmed that no personnel of the Company has been deniedaccess to the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is appendedas Annexure V to this report.
SIGNIFICANTAND MATERIALORDERS PASSED BYTHE REGULATORS OR COURTS:
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future.
INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITIONAND REDRESSAL)
The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment at the Workplace in line with the requirements of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has formed a Committee to redress complaints received regarding sexualharassment. During the year under review no such complaints have been filed with theCommittee.
Yours Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions/ events during the year under review:
a) Change in nature of Companys business
b) No material fraud has been reported by the Auditors to the Audit Committee of theBoard.
Your Directors wish to place on record their appreciation for the dedicated services ofthe employees of your Company at all levels. Further the Directors would also like toexpress their gratitude for the continued support of all the stakeholders and last butnot the least our valued Members for all their support and trust reposed in the Company.
| ||FOR ASPIRA PATHLAB & DIAGNOSTICS LIMITED |
| ||SD/- ||SD/- |
| ||Dr. Pankaj J Shah ||Arvind K Bhanushali |
|Place: Mumbai ||Managing Director ||Director |
|Date: 20/07/2019 ||DIN :- 02836324 ||DIN: 00011903 |