Aspira Pathlab & Diagnostics Limited
Your Directors have pleasure in presenting 49th AnnualReport on the business and operations of the Company together with the Audited FinancialStatement for the year ended March 31 2022.
The Company's financial performance during the year ended March31 2022 as compared to the previous financial year is summarized below:
(Rs. In Lakhs)
|Particulars ||FY 2021-22 ||FY 2020-21 |
|Revenue from operations ||1954.19 ||1520.54 |
|Other Income ||10.29 ||20.38 |
|Total Income ||1964.48 ||1540.92 |
|Total Expenses ||1518.53 ||1402.82 |
|Profit/(Loss)Before Tax ||445.94 ||138.10 |
|Tax ||- ||- |
|Net Profit /(Loss) After Tax ||445.94 ||138.10 |
|Other Comprehensive Income (net of tax) ||1.55 ||13.27 |
|Total Comprehensive Income ||447.49 ||151.36 |
NATURE OF BUSINESS
The Company is primarily engaged in the activities of pathology andrelated healthcare services. There was no change in nature of the business of the Companyduring the year under review.
During the year under review the total income of the Company is Rs.1964.48 Lakhs as compared to Rs. 1540.92 Lakhs in previous year representing increase intotal income and profit stood at Rs. 445.94 Lakhs as compared to Rs. 138.10 lakhs in lastyear. The total comprehensive income stood at Rs. 447.49 Lakhs as compared to Rs. 151.36Lakhs in the previous year.
With a view to conserve resources the directors do not recommend anydividend for the year ended March 31 2022.
TRANSFER TO RESERVE
During the year under review no amount has been transferred to theGeneral Reserve of the Company for FY 2021-22.
During the Financial Year 2021-22 there was no change in theauthorised subscribed issued and paid-up share capital of the Company.
SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company does not have any subsidiary/ joint venture or associateCompany.
During the year under review your Company neither accepted anydeposits nor there were any amounts outstanding at the beginning of the year which wereclassified as Deposits' in terms of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposit) Rules 2014 and hence the requirement forfurnishing of details of deposits which are not in compliance with the Chapter V of theCompanies Act 2013 is not applicable.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
No material changes and commitments other than disclosed as part ofthis report affecting the financial position of the Company have occurred between March31 2022 and the date of the report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In compliance with the requirements of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hasformulated a Policy on Related Party Transactions which is also available onCompany's website at www.aspiradiagnostics.com.
The Policy intends to ensure that proper reporting approval anddisclosure processes are in place for all transactions between the Company and its RelatedParties. All Related Party Transactions are placed before the Audit Committee for reviewand approval. Prior omnibus approval is obtained for Related Party Transactions which areof repetitive nature and / or entered in the Ordinary Course of Business and are atArm's Length.
All related party transaction entered during the year were in OrdinaryCourse of the Business and on Arm's Length basis. No Material Related PartyTransaction i.e. transaction exceeding ten percent of the annual turnover as per the lastaudited financial statements was entered during the year by your Company. Accordinglythe disclosure of Related Party Transactions as required under Section 134(3)(h) of theCompanies Act 2013 in Form AOC-2 is not applicable.
PARTICULARS OF LOANS INVESTMENT AND GUARANTEES BY THE COMPANY
In terms of the provisions of section 186 of the Companies Act 2013read with Companies (Meeting of Board and its Powers) Rules 2014 and Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 loansguarantees and investments given/made by the Company as on March 31 2022 are mentioned inthe financial statements of the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theprescribed format and annexed herewith as Annexure - I to this Annual Report.
a) RETIREMENT BY ROTATION AND SUBSEQUENT RE- APPOINTMENT
Mr. Arvind Bhanushali (DIN: 00011903) Executive Director of the Companyis liable to retire by rotation at the ensuing Annual General Meeting ("AGM") interms of Section 152 149(13) of the Companies Act 2013 with read with the Companies(Appointment and Qualification of Directors) Rules 2014 and being eligible offers himselffor reappointment. Appropriate resolution for his reappointment is incorporated in theNotice of the ensuing Annual General Meeting.
A brief profile and other information as required under Regulation36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") relating to him forms part of the Notice of ensuingAnnual General Meeting.
The Board considered the said re-appointment in the interest of theCompany and hence recommends the same to the shareholders for approval.
b) APPOINTMENT/RESIGNATION/REDESIGNATION OF DIRECTORS
During the year under review Ms. Vandana Bhansali resigned asNon-Executive Non Independent Director w.e.f June 5 2021. Dr. Abhay ChowdharyNon-Executive Independent Director resigned from the Directorship of the Company w.e.f.June 5 2021 due to preoccupation and increase in professional work. Also Mr. YashBhanushali resigned as Executive Director of the Company w.e.f June 5 2021.
Further the Board of Directors at its meeting held on May 28 2022 andPostal Ballot held on 7th July 2022 considered and approved the re-appointment of Dr.Pankaj Shah for the further term of 3 years as a Managing Director i.e. from 1st August2022 to 31st July 2025 and Mr. Avinash Mahajan as a Non-Executive - Independent Directorfor the second consecutive term of 5 years as Independent Director i.e. from September 252022 to September 24 2027 notwithstanding that on July 5 2025 he attains the age of 75years during the aforesaid tenure.
Save and except the above there were no changes in the composition ofBoard of Directors during the year under review.
c) DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS
Your Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of Companies Act 2013 read with the Schedules and Rules issued thereunder aswell as SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
In the opinion of the Board Independent Directors fulfil theconditions specified in the Companies Act 2013 read with the Schedules and Rules madethereunder as well as in SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and are independent from Management.
KEY MANAGERIAL PERSONNEL(KMP)
In accordance with the provisions of Sections 2(51) 203 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the following were the Key Managerial Personnel of the Company:
1. Dr. Pankaj Shah - Managing Director & Chief ExecutiveOfficer
2. Mr. Balkrishna Talawadekar- Chief Financial Officer
3. Ms. Devyangi Patel Company Secretary (Resigned on September24 2021)
4. Ms. Darshana Sawant- Company Secretary (Appointed November15 2021 and Resigned on March 19 2022)
5. Ms. Priya Pandey- Company Secretary (Appointed w.e.f. April16 2022)
Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outannual evaluation of (i) its own performance; (ii) Individual Directors Performance; (iii)Chairman of the Board; and (iv) Performance of all Committees of Board for the FinancialYear 2021-22.
A structured questionnaire was prepared after taking into considerationthe inputs received from Nomination and Remuneration Committee covering various aspectsof the Board's functioning such as adequacy of the composition of the Board and itsCommittees Board culture execution and performance of specific duties obligations andgovernance. A separate exercise was carried out to evaluate the performance of individualDirectors who were evaluated on parameters such as level of engagement and contributionindependence of judgment safeguarding the interest of the Company and its minorityshareholders etc. The performance evaluation of the Independent Directors was carried outby the entire Board. The performance evaluation of the Non-Independent Directors andChairman of the Board was carried out by the Independent Directors.
The Directors expressed their satisfaction with the evaluation process.
Further the evaluation process confirms that the Board and itsCommittees continue to operate effectively and the performance of the Directors and theChair is satisfactory.
In compliance with the provision of Section 178 of the Companies Act2013 the Board has on the recommendation of the Nomination & Remuneration Committeeof the Company framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration. The detailed Nomination andRemuneration policy can be viewed on website of the Company athttps://www.aspiradiagnostics.com/wp-content/uploads/2020/08/Nomination-and-Remuneration-Policy-Aspira-Pathlab.pdf.
NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board met Four (4) times during the Financial Year 2021-22. Thedetails of the meetings of the Board and Committees thereof are given in the CorporateGovernance Report which forms an integral part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE`
A Nomination and Remuneration Committee is in existence in accordancewith the provisions of subsection (1) of Section 178 of the Companies Act 2013. Kindlyrefer section on Corporate Governance under head Nomination & RemunerationCommittee' for matters relating to constitution meetings functions of theCommittee; and the remuneration policy formulated by this Committee.
An Audit Committee is in existence in accordance with the provisions ofSection 177 of the Companies Act 2013. Kindly refer section on Corporate Governanceunder head Audit Committee' for matters relating to constitution meetings andfunctions of this Committee.
All recommendations made by the Audit Committee have been accepted bythe Board of Directors.
OTHER BOARD COMMITTEE
For details of other Board Committee kindly refer the section onCorporate Governance.
AUDITORS AND AUDITOR'S REPORT
Pursuant to the provisions of Section 139 of Companies Act 2013 readwith the Companies (Audit and Auditors) Rules 2014 as amended M/s. P Khetan & CoChartered Accountants the Statutory Auditors of the Company hold office upto theconclusion of 51st Annual General Meeting.
OBSERVATIONS OF STATUTORY AUDITORS REPORT ON STATEMENT
The observations and comments furnished by the Auditors in their reportread together with the notes to Accounts are self- explanatory and hence do not call forany further comments under Section 134 of the Companies Act 2013.
SECRETARIAL AUDIT REPORT FOR YEAR ENDED MARCH 31 2022
As required under provisions of Section 204 of the Companies Act 2013and pursuant to Regulation 24A of Listing Regulations the reports in respect of theSecretarial Audit for FY 2021-22 carried out by
Practicing Company Secretary Santoshkumar K Pandey in Form MR-3 isannexed herewith as Annexure II. The report in Form MR-3 does not contain any adverseobservation or qualification or modified opinion requiring explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.
Based on the recommendation of the Audit Committee of the Company theBoard of Directors of the Company had appointed M/s. Vishal J Bhanushali CharteredAccountants as the Internal Auditors of the Company for the financial year 2021-22.
DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the requirement of Section 134(5) of the CompaniesAct 2013 in relation to the audited financial statements of the Company for the yearended March 31 2022 the Board of Directors of the Company confirm that:
a) in the preparation of the annual accounts for the financialyear ended 31st March 2022 the applicable accounting standards have been followed;
b) such accounting policies have been selected and appliedconsistently and the Directors made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as onMarch 31 2022 and of the profit of the Company for the year ended on that date;
c) proper and sufficient care is taken 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;
d) the annual accounts of the Company have been prepared on agoing concern basis;
e) proper internal financial controls have been laid down to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
f) the Directors have devised proper system to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
WHISTLE BLOWER MECHANISM
Your Company has a Whistle Blower Mechanism in place as required underSection 177 of the Companies Act 2013 and the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015. More details in this regard have been outlined in theCorporate Governance Report annexed to this report and are also available under InvestorsSection on the Company's website at: www.aspiradiagnostics.com.
During the year under review no instances of fraud were reported bythe Auditors of the Company.
Section 148(1) of the Companies Act 2013 with respect to maintenanceof Cost records is not applicable to your Company.
PREVENTION OF INSIDER TRADING
Your Company has adopted the "Code of Conduct on Prohibition ofInsider Trading" 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 at www.aspiradiagnostics.com.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis (MDA')
Report gives details of the overall industry structure developmentsperformance and state of affairs of the Company's business and other materialdevelopments during the Financial Year. The MDA report is attached herewith asAnnexure-III and forms an integral part of this Annual Report.
In compliance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate report on Corporate Governancealong with a certificate from the Practicing Company Secretary regarding compliance withthe conditions of Corporate Governance have been furnished in the Annual Report and formsa part of the Annual Report.
CODE OF CONDUCT
Regulations 17(5) of the Listing Regulations requires listed Companiesto lay down a Code of Conduct for its Directors and Senior Management incorporatingduties of a Directors as laid down in the Companies Act 2013. The Board has adopted aCode of Conduct for all Directors and Senior Management of the Company and the same hasbeen placed on Company's website at www.aspiradiagnostics.com.
RISK MANAGEMENT POLICY
The Risk Management policy of the Company lays down the framework ofRisk Management promoting a proactive approach in reporting evaluating and resolvingrisks associated with the business. Mechanisms for identification and prioritization ofrisks include scanning the business environment and Internal risk factors. Identifiedrisks are used as one of the key inputs for the development of strategy and business plan.
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility Committee is not applicable to the Company as the Net Profit of the Companyis below the threshold limit prescribed by the Companies Act 2013.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACEPREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in compliancewith the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee (ICC) as specified under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company conducts sessions for employees to build awareness amongstemployees about the Policy and the provisions of Prevention of Sexual Harassment of Womenat Workplace Act.
During the year under review no such complaints have been filed withthe Committee under provision of the said Act nor any complaints were outstanding at thebeginning of the year.
The Annual Return of the Company in Form MGT- 7 in accordance withSection 92(3) of the Companies Act 2013 is available on the website of the Company atwww.aspiradiagnostics.com under the section Investor Corner'.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information relating to the conservation of energy technologyabsorption foreign exchange earnings and outgo under provisions of 134 of the CompaniesAct 2013 is appended as Annexure IV to this report.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS
Subject to the applicable provisions of the Companies Act 2013 alldocuments including the Notice and Annual Report shall be sent through electronictransmission in respect of members whose email IDs are registered in their demat accountor are otherwise provided by the members.
INTERNAL FINANCIAL CONTROLS
Your Company has in place an adequate internal financial controlframework with reference to financial and operating controls thereby ensuring orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation.
During Financial Year 2021-22 such controls were tested and noreportable material weakness in the design or operation was observed. The Directors havein the Directors Responsibility Statement confirmed the same to this effect.
The Internal Financial Controls with reference to financial statementsas designed and implemented by the Company are adequate. During the year under review nomaterial or serious observations has been received from the Auditor of the Company forinefficiency or inadequacy of such controls.
DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY
During the financial year under review there is no application madeand/or no proceeding pending under the Insolvency and Bankruptcy Code 2016.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators orCourts or Tribunals impacting the going concern status of your Company and its operationsin future.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has duly complied with Secretarial Standards issued by theInstitute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) andShareholders (SS-2).
Your Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year. Your Directors sincerely convey theirappreciation to customers shareholders vendors bankers business associates regulatoryand government authorities for their continued support.