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Aspira Pathlab & Diagnostics Ltd.

BSE: 540788 Sector: Health care
NSE: N.A. ISIN Code: INE500C01017
BSE 00:00 | 06 May Aspira Pathlab & Diagnostics Ltd
NSE 05:30 | 01 Jan Aspira Pathlab & Diagnostics Ltd
OPEN 34.80
PREVIOUS CLOSE 34.80
VOLUME 25
52-Week high 34.80
52-Week low 18.65
P/E
Mkt Cap.(Rs cr) 29
Buy Price 33.15
Buy Qty 25.00
Sell Price 34.80
Sell Qty 20.00
OPEN 34.80
CLOSE 34.80
VOLUME 25
52-Week high 34.80
52-Week low 18.65
P/E
Mkt Cap.(Rs cr) 29
Buy Price 33.15
Buy Qty 25.00
Sell Price 34.80
Sell Qty 20.00

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

Company director report

Dear Members

Your Directors have pleasure in presenting 45th Annual Report on theBusiness and operations of the Company together with the Audited Statement of Accounts forthe year ended March 31 2018.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31 2018 issummarized below:

Rs. In Lakhs
Particulars 2017-18 2016-17
Revenue from operations 435.78 75.88
Other Income 22.05 30.22
Total Income 457.83 106.74
Total Expenses 1016.05 382.45
Profit/(Loss)Before Tax (558.23) (276.35)
Tax - -
Current Tax - 0.03
Deferred Tax - -
Net Profit /(Loss) After Tax (558.23) (276.32)

FINANCIAL PERFORMANCE

During the year under review the total income of the Company is 457.83 lakhs ascompared to 106.74 in previous year and loss increased to 558.23 lakhs as compared to276.32 in last year. As the Company has started its business during last year only itwill take time to break even and earn 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

There is no change in the authorized or paid-up equity share capital of the Companyfor the period under report.

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 RELATED PARTY:

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

All related party transactions entered into during FY 2017-18 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 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 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 Company has got delisting approval from Metropolitan Stock Exchange of IndiaLimited w.e.f. April 12 2018.

APPOINTMENT OF M/S. SHAREX DYNAMICS (INDIA) PVT. LTD AS THE REGISTRAR AND TRANSFERAGENT OF THE COMPANY.

The Company has appointed M/S. Share 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 2018 is provided as Annexure II to this Report.

DIRECTORS

a) RETIREMENT BY ROTATION AND SUBSEQUENT RE-APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Arvind Bhanushali Director (DIN:00011903)Executive Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting 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 Meetingand the Directors recommend the same for your approval.

b) RESIGNATION OF DIRECTOR

Mr. Devdas Nair Non-executive Independent Director and Mr. Bharat Dagha ExecutiveDirector of the Company resigned from the service of the Company with effect from August23 2017. The Board of Directors placed on record their sincere appreciation for thecontribution made by Mr. Devdas Nair and Mr. Bharat Dagha.

c) APPOINTMENT OF DIRECTORS

The Board of Directors of the Company have appointed Dr. Subhash Salunke and Dr. AbhayChowdhary as Additional Directors with effect from October 28 2017 and February 05 2018respectively who shall hold office till the date of ensuing Annual General Meetingunless reappointed by the shareholders.

d) 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.

e) KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 2(51) and Section 203 of the Act following arethe KMP of the Company. Please Read Section 203 of Company Act 2013

1. Dr. Pankaj Shah Managing Director

2. Dr. Chander Puri- CEO

3. Mr. Balkrishna Talawadekar- CFO

4. Ms. Mamta Mav- Company Secretary

f) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITSCOMMITTEES AND INDIVIDUAL DIRECTORS:

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 on5th February 2018 have evaluated the performance of the Board as a whole Committees ofBoard the Chairman of the Company and the Non Independent Directors as per the criteriaadopted by the Board. The performance evaluation of the Board was based on variousparameters such as qualification of Board Members their diversity of experience andbackground whether the Members of the Board met all applicable independence requirementssufficient number of Board meetings and Committee meetings etc. The performance of theindividual Directors was evaluated on parameters such as qualifications experienceindependence participation in Board Meetings and Committee Meetings etc. The evaluationof the Independent 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.

REMUNERATION POLICY

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 Company's website.

STATUTORY AUDITORS:

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. However their appointment as Statutory Auditors of the Company issubject to ratification by the members at every Annual General Meeting. The Company hasreceived a certificate from the said Statutory Auditors that they are eligible to holdoffice as the Auditors of the Company and are not disqualified for being so appointed.Necessary resolution for ratification of appointment of the said Auditor is included inthis Notice.

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.

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 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating 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 31stMarch 2018.

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 Company's internal financial controls were adequate and effectiveduring FY 2017-18.

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 2018 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 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 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
Dr. Pankaj Shah Managing Director
Dr. Chander Puri CEO & Executive Director
Mr. Arvind Bhanushali Promoter & Executive Director
Dr. Paresh Bhanushali Promoter & Executive Director
Mrs. Mangala Prabhu Independent Director
Ms. Vandana Bhansali Independent Director
Dr. Subhash Salunke Additional Independent Director (appointed on 28th October 2017)
Dr. Abhay Chowdhary Additional Non-executive Non-independent Director
(Appointed on 05th February 2018)
Bharat daga Independent Director(resigned on 23rd August 2017)
Devdas Nair Independent Director(resigned on 23rd August 2017)

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 2017-18i.e. on13th April 2017 17th May 2017 11th August 2017 23rdAugust 2018 28th October 2018 and 5th February 2018.

The attendance record of all Directors is as under: -Kindly check at your end

Name of Director No. of Board Meeting Attendance at last AGM held on 25th September 2017
Eligibility to attend Attended
Mr. Avinash Mahajan 6 4 No
Dr. Pankaj Shah 6 6 Yes
Dr. Chander Puri 6 6 Yes
Mr. Arvind Bhanushali 6 6 No
Dr. Paresh Bhanushali 6 5 Yes
Mrs. Mangala Prabhu 6 6 Yes
Ms. Vandana Bhansali 6 4 No
Mr. Devdas Nair (Resigned on 23rd August 2017) 4 3 NA
Mr. Bharat Dagha (Resigned on 23rd August 2017) 4 2 NA
Dr. Subhash Salunke (appointed on 28th October 2017) 2 1 NA
Dr. Abhay Chowdhary(appointed on 05th February 2018) 1 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 Committee

ii. Nomination & Remuneration Committee

iii. Stakeholders' Relationship Committee

The Audit Committee of the Company Comprises of following as members

Name of Director Designation in the committee
Mrs. Mangala Prabhu Chairperson
Mr. Avinash Mahajan Member
Ms. Vandana Bhansali Member
Dr. Chander Puri Member
Mr. Arvind Bhanushali Member

The Nomination and Remuneration Committee of the Company Comprises of following asmembers

Name of Director Designation in the committee
Ms. Vandana Bhansali Chairperson
Mr. Avinash Mahajan Member
Mrs. Mangala Prabhu Member

The Stakeholders Relationship Committee of the Company Comprises of following asmembers

Name of Director Designation in the committee
Mrs. Mangala Prabhu Chairperson
Mr. Arvind Bhanushali Member
Dr. Chander Puri 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 WORKPLACE (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 Red ressal) 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.