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Aspira Pathlab & Diagnostics Ltd.

BSE: 540788 Sector: Health care
NSE: N.A. ISIN Code: INE500C01017
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NSE 05:30 | 01 Jan Aspira Pathlab & Diagnostics Ltd
OPEN 36.20
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VOLUME 5000
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P/E 27.01
Mkt Cap.(Rs cr) 37
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Sell Price 0.00
Sell Qty 0.00
OPEN 36.20
CLOSE 36.20
VOLUME 5000
52-Week high 36.20
52-Week low 20.00
P/E 27.01
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aspira Pathlab & Diagnostics Ltd. (ASPIRAPATHLAB) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting 47th Annual Report on theBusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended March 312020.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31 2020 issummarized below:

Particulars 2019-20 2018-19
Revenue from operations 841.63 763.71
Other Income 28.79 25.32
Total Income 870.44 789.03
Total Expenses 129.16 1307.31
Profit/(Loss)Before Tax (421.17) (518.28)
Tax 2.89 0.01
Current Tax - -
Deferred Tax - -
Net Profit /(Loss) After Tax (424.06) (518.29)

FINANCIAL PERFORMANCE

During the year under review the total income of the Company is Rs. 870.44 lakhs ascompared to Rs. 789.03 in previous year and loss Reduced to Rs. 424.06 lakhs as comparedto Rs. 518.29 lakhs in last year. As the Company has started its pathology business sincelast four 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.

DIVIDEND:

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.

SHARE CAPITAL

During the Financial Year 2019-20 the paid up equity share capital of the Company hasbeen increased from Rs. 81930000 to Rs. 92930000 pursuant to allotment of 1100000equity shares of Rs. 10 each through preferential issue.

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.

PUBLIC DEPOSITS:

During the Financial Year 2019-20 The Company has not accepted any deposits within thepurview of Section 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposit) Rule 2014 during the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY:

All transactions with related parties were reviewed and approved by the AuditCommittee.

All related party transactions entered into during FY 2019-20 were on an arm's lengthbasis and in the ordinary course of business and were in compliance with the applicableprovisions of the Act and the Listing Regulations. Further there were no transactionswith related parties which qualify as material transactions under the Listing Regulations.The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is available on the Company's website.

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 and implemented by the Company are adequate. During the yearunder review no material or serious observations has been received from the Auditor ofthe Company for inefficiency or inadequacy of such controls.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:

The impact of COVID-19 on the Financial Statements of the Company has been given inthe Notes to Financial Statements for the year ended 31st March 2020. The Indian Councilof Medical Research (ICMR) has given permission to the Company for performing rapidantigen test results. The Company has also tied up for COVID-19 testing with ICMR approvedlab for sending samples for COVID-19 testing. Due to getting approval for performing rapidantigen test results the Company have witnessed growth in turnover.

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.

DIRECTORS

As on March 312020 the Board of Directors of your Company comprises of 8 (Eight)Directors of which 6 (six) are NonExecutive Independent Directors & 2 (Two) areExecutive Directors. The constitution of the Board of the Company is in accordance withSection 149(6) of the Companies Act 2013 and Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

a) RETIREMENT BY ROTATION AND SUBSEQUENT REAPPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Arvind Bhanushali (DIN:00011903) ExecutiveDirector of the Company is liable to retire by

rotation at the ensuing Annual General Meeting and being eligible has offered himselffor 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 Meetingand the Directors recommend the same for your approval.

b) APPOINTMENTAND RESIGNATION OF DIRECTORS

Dr. Pankaj Shah was re-appointed as Managing Director of the Company in 46thAnnual General meeting for the period of three years from August 01 2019 to July 312022.

Ms. Vandana Bhansali was re-appointed as Independent Director of the Company in 46thAnnual General meeting for five consecutive years w.e.f September 26 2019 up to September25 2024. However as she was appointed as employee by the Promoter Company i.e. YashrajBiotechnology Limited So to avoid conflict of Interest Ms. Vandana Bhansali resigned asIndependent Director and re-designated as non- executive Director of the Company.

Mr. Yash Bhanushali and Mr. Nikunj Mange was appointed as additional executive Directorof the Company w.e.f August 29 2020.

c) INDEPENDENT DIRECTORS

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.

d) KEY MANAGERIAL PERSONNEL(KMP)

Pursuant to the provisions of Section 2(51) and Section 203 of the Act following arethe KMP of the Company.

1. Dr. Pankaj Shah Managing Director

2. Mr. Ravindra Desai -CEO (w.e.f November 062019 and resigned on April 19 2020

3. Dr. Pankaj Shah - CEO (w.e.f. June 13 2020)

4. Mr. Balkrishna Talawadekar- CFO (Resigned w.e.f May 182019)

5. Mr. Prahlad Bhanushali - Chief Financial Officer (Appointed w.e.f May 192019)

6. Ms. Mamta Mav- Company Secretary

e) PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance and that of its Committees as well as performanceof the Directors individually. Feedback was sought by way of a structured questionnairecovering various aspects of the Board's functioning such as adequacy of the composition ofthe Board and its Committees Board culture execution and performance of specific dutiesobligations and governance and the evaluation was carried out based on responses receivedfrom the Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has frameda Nomination and Remuneration policy providing criteria for determining qualificationspositive attributes independence of a Director and a policy on remuneration forDirectors key managerial personnel and other employees. 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

DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT AS SPECIFIEDUNDER REGULATION 32(7A) OF SEBI (LODR) REGULATIONS 2015.

The Company has raised funds through preferential allotment during the year underreview.

The utilization/status of funds raised from the preferential issue as at March 312020 is as follows:

Particulars Amount
Settlement of loan received from
Jaypee Merchandise Pvt. Ltd Rs. 20670685
Settlement of loan received from
Mr. Arvind Bhanushali Rs. 4031561
Working Capital Rs. 3897754
Total Rs. 28600000

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act2013 and the Rules madethere under the current auditors of the Company M/s. P Khetan & Co. CharteredAccountants hold office up to the conclusion of the ensuing Annual General Meeting of theCompany.

AUDITORS REPORT

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.

INTERNAL AUDITORS

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 for the financial year 2019-20.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company confirms:

1. In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed.

2. They had in consultation with Statutory Auditors selected accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state

of affairs of the Company at the end of the financial year and of the profit and lossof the Company for the year ended 31st March 2020.

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. 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.

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.

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 2020 in prescribedform duly audited by the Practicing Company Secretary Santoshkumar K Pandey Mumbai isannexed here with 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 isannexed herewith and forming part of the report as Annexure - IV.

CORPORATE GOVERNANCE

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 andmaintainsahighdegreeoftransparencythroughregulardisclosureswithafocusonadequatecontrolsystems.

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
Dr. HaseebDrabu Independent Director (w.e.f. October 27 2018) and Chairman (w.e.f May 18 2019)
Mr. Avinash Mahajan Chairman & Independent Director (Resigned as chairman w.e.f May 18 2019)
Dr. Pankaj Shah Managing Director (CEO w.e.f June 13 2020)
Mr. Ravindra Desai CEO (w.e.f November 06 2020 and resigned on April 19 2020)
Mr. Arvind Bhanushali Promoter & Executive Director
Mrs. MangalaPrabhu Independent Director
Ms. VandanaBhansali Non-Executive Non-Independent Director (Resigned as Independent Director w.e.f. July 18 2020)
Dr. SubhashSalunke Independent Director
Dr. AbhayChowdhary Independent Director

b) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERALMEETING (“AGM”):-

6 (six) meetings of the Board of Directors were held during the financial year 2019-20i.e. on 18th May 2019 20th July 2019 21st August2019 2nd November 2019 6th November 2019 and 4thFebruary 2020.

The Board met at least once in every Calendar Quarter and the gap between two Meetingsdid not exceed one hundred and twenty days. These Meetings were well attended by theDirectors. The 46th AGM of your Company was held on 21st September2019.

The attendance record of all Directors is as under:

Name of Director

No. of Board Meeting

Attendance at last AGM held on 21st September 2019
Eligibility to attend Attended
Dr. HaseebDrabu 6 4 Yes
Mr. Avinash Mahajan 6 6 Yes
Dr. Pankaj Shah 6 6 Yes
Mr. Arvind Bhanushali 6 6 Yes
Mrs. MangalaPrabhu 6 3 Yes
Ms. VandanaBhansali 6 4 Yes
Dr. SubhashSalunke 6 4 No
Dr. AbhayChowdhary 6 4 No

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 andprovidingdirectionsandauthorizationstothemanagementforitsimplementation.

Currently the Board of Directors has the following committees viz.

i. Audit Committee

ii. 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 Company's 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 Company's 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.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE 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 (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

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.

GENERAL

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 Company's business

b) No material fraud has been reported by the Auditors to the Audit Committee of theBoard.

APPRECIATION

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
Managing Director & CEO Director
Place: Mumbai DIN :- 02836324 DIN:00011903
Date: 29/08/2020

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