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Looks Health Services Ltd.

BSE: 534422 Sector: Health care
NSE: N.A. ISIN Code: INE204N01013
BSE 10:31 | 19 May 10.25 -0.55
(-5.09%)
OPEN

10.96

HIGH

10.96

LOW

10.10

NSE 05:30 | 01 Jan Looks Health Services Ltd
OPEN 10.96
PREVIOUS CLOSE 10.80
VOLUME 5714
52-Week high 32.95
52-Week low 7.60
P/E
Mkt Cap.(Rs cr) 11
Buy Price 10.26
Buy Qty 244.00
Sell Price 10.50
Sell Qty 15.00
OPEN 10.96
CLOSE 10.80
VOLUME 5714
52-Week high 32.95
52-Week low 7.60
P/E
Mkt Cap.(Rs cr) 11
Buy Price 10.26
Buy Qty 244.00
Sell Price 10.50
Sell Qty 15.00

Looks Health Services Ltd. (LOOKSHEALTH) - Director Report

Company director report

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2021

Dear Shareholders

Your Directors have great pleasure in presenting the 10th Board's Reporttogether with the Audited Balance Sheet as at 31st March 2021 and Profit &Loss Account for the year ended on that date.

1. FINANCIAL STATEMENTS & RESULTS:

Highlights of Financial Results:

The Company's performance during the year ended 31st March 2021 as comparedto the previous financial year is summarized below:

(Amount in Rupees)

Particular For the financial year ended 31st March 2021 For the financial year ended 31st March 2020
Revenue from operations 146299 7766403
Other Income 5714526 5300628
Total Income 5860825 13067031
Less: Total Expenses 6820901 13917139
Profit/ (Loss) before tax (1009028) (151830)
(Less): Tax Expenses 716609 14011
Profit / (Loss) after Tax (1725637) (165841)
Other comprehensive (loss)/income for the year - -
Total comprehensive income for the year (1725637) (165841)
No. of Equity Shares 10500000 10500000
EPS (0.16) (0.02)

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs.5860825 /-(previous year Rs. 13067031/-). During the year the Company suffered a loss of Rs.1725637. /- (previous year loss of Rs. 165841/-).

IMPACT OF CORONA VIRUS ON GOING CONCERN

Uncertainty is always a part of the business environment. It has been over a year sinceCovid-19 pandemic hit us hard and we are still dealing with disruptions in allgeographies. We hope the situation to improve with vaccine coverage across the world. Dueto Covid-19 restrictions the company is facing difficulties to carry on operations and hasclosed all its Clinics due to increasing operational costs and there is no business.Further Company is closely watching the developments on restrictions and will takedecision to open clinics only upon clear visibility on Covid19 restrictions andguidelines. The Company is taking all necessary measures in terms of mitigating the impactof the challenges being faced in the business. The Company observed all the governmentadvisories and guidelines thoroughly throughout the year.

DIVIDEND:

In view of the losses incurred during the year under review your Directors do notrecommend dividend for this year.

SHARE CAPITAL:

As on March 31 2021 the paid up equity share capital of the company was INR105000000/- i.e. 10500000 equity shares of INR 10 each. There was no change in Paid-upShare Capital of the Company during the Financial Year 202021.

BOARD OF DIRECTORS

As on March 31 2021 the Board comprised of two Executive Directors- Mr. PriteshDoshi- Whole-Time Director and Ms. Renukka Marwah- Managing Director and two Non-ExecutiveIndependent Directors. The Company has received necessary declarations from theIndependent Directors stating that they meet the prescribed criteria for independence.Based on the confirmations/disclosures received from the Directors under Section 149(7) ofthe Companies Act 2013 and on evaluation of the relationships disclosed the followingNon-Executive Directors are considered as Independent Directors:

a) Mr. Devendra Sanghvi

b) Ms. Quincy Sanadhya

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.

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 and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committee's effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act 2013 a formal annual evaluation needsto be made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof the independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated. The Board works with the nomination and remuneration committeeto 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 inputs regarding future growth of Company and itsperformance;

iv. Providing perspectives and feedback going beyond information provided by themanagement;

v. Ability to contribute to and monitor our corporate governance practices.

CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company.

Pursuant to 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) who retires by rotation and being eligiblehas offered himself for re-appointment.

Your Board recommends re-appointment of the above Director. The following changesoccurred in the Company:

1. Ms. Pallavi Jadhav resigned w.e.f 05th September 2020 and further tooccupy the position of Managing Director the Board of Directors in its meeting held on 05thSeptember 2020 appointed Ms. Renukka Marwah as the Additional Director subject to theratification of her appointment as a Managing Director by the members of the Company inthe ensuing Annual General Meeting.

2. Ms. Renukka Marwah resigned as Managing Director of the Company w.e.f. 31stMarch 2021 and to occupy her position Mr. Pritesh Doshi was re-designated from Whole-timeDirector and Chief Financial Officer to Managing Director.

3. The Board of Directors in its meeting held on 01st April 2021 appointed Ms. SejalJain as the Additional Director subject to the ratification of her appointment as anIndependent Director by the members of the Company in the ensuing Annual General Meeting.

4. Mr. Milinath Gavas was appointed as Chief Financial Officer by the Board ofDirectors in its meeting held on 01st April 2021.

5. The Board acknowledged the resignation of Mr. Suchit Sharma as Company Secretary andCompliance Officer of the Company w.e.f. 16th October 2020. Further Ms. Kanchan Kaku wasappointed as Company Secretary and Compliance Officer of the Company w.e.f. 01st April2021.

Additional Information on directors recommended for appointmen0e-appointment asrequired under Regulation 36 (3) of the SEBI (Listing and Obligation DisclosureRequirements) Regulations 2015 at ensuing Annual General Meeting are given in the Noticeconvening 10th 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 linkhttps://looksclinic.in/wp- content/uploads/2021/05/Code-of-Conduct-for-Board-of-Directors-Senior-Management.pdf

MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors were held during the year. The details ofnumber of meetings of the Board held during the financial year 2020-21 are provided inCorporate Governance Report which forms an integral part of this Report. The gap betweenany two meetings never exceeded 120 days (except during relaxation granted by Ministry ofCorporate Affairs and Securities and Exchange Board of India).

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 Corporate Governance Report which forms an integral partof this Report.

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 the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return is available on the website of the Company viz.www.looksclinic.in.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the financial year under review the provisions related to CSR were notapplicable to the Company. CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally ethically andsustainably. 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. As per regulation 34 of the ListingRegulations a separate section on corporate governance practices followed by yourCompany together with a certificate from M/ s. VKM & Associates Practicing CompanySecretary on compliance with corporate governance norms under the Listing Regulations isprovided as Annexure -I to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report which gives a detailedaccount of state of affairs of the Company's operations forms part of this Annual Reportas Annexure- II.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2020-2021 to the said Stock Exchange.

PUBLIC DEPOSITS:

During the year under review the Company has not accepted deposits within the meaningof Section 73 and 76 of the Companies Act 2013 read with Companies (Acceptance ofDeposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the ListingRegulations disclosure on particulars relating to loans advances guarantees andinvestments are provided as part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Party Transactions entered during the year were in Ordinary Course of theBusiness and on Arm's Length basis. No Material Related Party Transactions entered duringthe year by your Company as per Section 188 of the Companies Act 2013 which requireapproval of the member. Accordingly the disclosure of Related Party Transactions asrequired under Section 134(3) of the Companies Act 2013 in Form AOC-2 is not applicable.Further disclosure of transactions with related parties is set out as part of thefinancial statements.

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://looksclinic.in/wp-content/uploads/2019/07/policy-on-material-related-party.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 -III.

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.

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 has 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 are explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2020-2021 no employee or director was denied access to the AuditCommittee. https://looksclinic.in/wp-content/uploads/2021/05/Whistle-Blower-Policy.pdf

REMUNERATION POLICY:

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.

The policy can be accessed at the Link-

https://looksclinic.in/wp-content/uploads/2021/05/criteria-of-making-payment-to-non-executive-directors.pdf

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 following is reported pursuant to Section 22 of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013:

a. Number of complaints filed during the financial year : NIL

b. Number of complaints disposed off during the financial year : NIL

c. Number of cases pending as on end of the financial year : NIL

The policy can be accessed on the website of the Company at the link:

https://looksclinic.in/wp-content/uploads/2021/05/Policy-on-Sexual-Harassment.pdf

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the riskanalyze 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.

AUDITORS:

• STATUTORY AUDITORS:

On 28th September 2020 M/s. Kriplani Milani & Co. CharteredAccountants Mumbai (having FRN: 130461W) tendered their resignation and to fulfill thecasual vacancy of Statutory Auditor the Audit Committee recommended M/s. Parekh Shah andLodha Chartered Accountants (FRN: 107487W) to fill the casual vacancy caused due toresignation.

Company conducted a e-voting through postal ballot and on the basis of votes receivedM/s. Parekh Shah and Lodha Chartered Accountants (FRN: 107487W) were appointed asStatutory Auditors of the Company to hold office up to the conclusion of 10thAnnual General Meeting to be held in the year 2021.

Audit Committee at its meeting held on 06th September 2021 recommendedappointment of M/s. Parekh Shah and Lodha Chartered Accountants (FRN: 107487W) for afirst term of five consecutive years up to the conclusion of 15th Annual General Meetingto be held in the year 2026.

The Auditor's Report for the year ended 31st March 2021 does not containany qualification reservation or adverse remark. Pursuant to provisions of Section143(12) of the Companies Act 2013 the Statutory Auditors have not reported any incidentof fraud to the Audit Committee during the year under review. The Auditor's Report isenclosed with Financial Statements in this Annual Report.

• INTERNAL AUDITOR:

The Company has re-appointed M/s. Dhruvaprakash & Co Chartered Accountants (FRN.:117674W) 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.

• SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasre-appointed M/s. VKM & Associates Practicing Company Secretaries to conductSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for thefinancial year ended March 31 2021 is enclosed as Annexure- IV to this Report.

There are no qualifications reservations or adverse remarks made by the SecretarialAuditor in the report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS 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 Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo for the year under review are asfollows:

A. CONSERVATION OF ENERGY:

• Steps taken or impact on conservation of energy - The Operations of the Companydo not consume energy intensively. However the Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.

• Steps taken by the Company for utilizing alternate sources of energy - Thoughthe activities undertaken by the Company are not energy intensive the Company shallexplore alternative sources of energy as and when the necessity arises.

• 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 technology absorption 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

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March 2021 Year ended 31st March 2020
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

CHANGES IN THE NATURE OF BUSINESS IF ANY:

There is no change in the nature of business carried on by the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of the financial year to which the financialstatements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have bearing oncompany's operations in future.

ACKNOWLEDGEMENT:

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

Sd/-

Pritesh Doshi

Chairman cum Managing Director

DIN: 05155318

Date: 06th September 2021

Place: Mumbai

.