For the Financial Year Ended on 31st March 2019
Your Directors have great pleasure in presenting the 8th Annual Reporttogether with the Audited Balance Sheet as at 31st March 2019 and Profit &Loss Account for the year ended on that date.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended 31st March 2019 as comparedto the previous financial year is summarized below:
| || ||(Amount in Rs.) |
|Particular ||For the financial year ended 31st March 2019 ||For the financial year ended 31st March 2018 |
|Income ||18007371 ||21480852 |
|Less: Expenses ||14722819 ||18448380 |
|Profit/ (Loss) before tax ||3284552 ||3032472 |
|Less: Provision for tax/Deferred Tax ||(919882) ||(14826) |
|Income Tax of earlier years w/off ||0 ||0 |
|Exception Income ||0 ||0 |
|Exception expenditure ||0 ||0 |
|Profit after Tax ||2364671 ||3047298 |
|No. of Equity Shares ||10500000 ||10500000 |
|EPS ||0.23 ||0.29 |
The total income of the Company for the year under review stood at Rs. 18007371/-(previous year 21480852/-). During the year the Company earned net profit of Rs.2364671/- (previous year profit of Rs. 3047298/-).
In order to conserve the resources for future business requirements your Directors donot recommend dividend for the year under review.
As on March 31 2019 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 2018-19.
BOARD OF DIRECTORS
As on March 31 2019 the Board comprised of two Executive Directors- Mr. PriteshDoshi- Whole-Time Director and Ms. Pallavi Jadhav- Managing Director and two Non-ExecutiveIndependent Director's. 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 Sanghavi
b) Ms. Quincy Sanadhya
DECLARARTION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from all the Independent Directors ofthe Company under sub-section (7) of Section 149 of the Companies Act 2013 confirmingthat they meet the criteria of independence as prescribed under sub-section (6) of Section149 of 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 andrelationships ii. Information flows iii. Decision-making iv. Relationship withstakeholders v. Company performance and strategy vi. Tracking Board and committee'seffectiveness 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 ofcontribution to Board deliberations; iii. Strategic perspectives or inputs regardingfuture growth of Company and its performance; iv. Providing perspectives and feedbackgoing beyond information provided by the management. v. Ability to contribute to andmonitor our corporate governance practices
CHANGES IN BOARD OF DIRECTORS:
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.
The Board appointed/re-appointed:
1. Ms. Pallavi Jadhav (DIN: 08208922) as an additional Director of the Company witheffect from 01st September 2018 to hold office upto the date of the 7thAGM. She was also appointed as the Managing Director of the Company for a period of fiveyears with effect from 01st September 2018 after taking approval of theMembers at the 7th AGM. In terms of Section 152(6) of the Companies Act 2013read with the Articles of Association of the Company Ms. Pallavi Jadhav shall be liableto retire by rotation.
2. Mr. Pritesh Doshi (DIN: 05155318) as the Whole-time Director of the Company for aperiod of five years with effect from 01st September 2018 after takingapproval of the Members at the 7th AGM and in the same meeting he was alsoappointed as a Chief Financial Officer of the Company. In terms of Section 152(6) of theCompanies Act 2013 read with the Articles of Association of the Company Ms. PriteshDoshi shall be liable to retire by rotation.
Being a Whole-time Director and Chief Financial Officer of the Company Mr. Doshi isalso a Key Managerial Person (KMP) of the Company in terms of the provisions of Sections2(51) and 203 of the Companies Act 2013.
3. Mr. Devendra Sanghvi (DIN: 02251590) as an Additional Director of the Company witheffect from 01st September 2018 to hold office upto the date of the 7thAGM. At the said Board Meeting he was also appointed as the Independent Director of theCompany for a period of five years with effect from 01st September 2018 aftertaking approval of the Members at the 7th AGM. In terms of Section 152(6) ofthe Companies Act 2013 read with the Articles of Association of the Company Mr. DevendraSanghvi shall not be liable to retire by rotation.
Your Board recommends their appointment / re-appointment of the above Directors.
Further to the above Ms. Nishita Sheth Managing Director Mr. Deepak DoshiIndependent Director and Mr. Prashant Vikram Chief Financial Officer of the Company hasresigned due to their pre-occupations w.e.f. 01st September 2018.
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 linkhttp://looksclinic.in/wp-content/uploads/2019/07/code-of-conduct-for-board-of-directorssenior-management.pdf
Additional Information on directors recommended for appointment/re-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 8th Annual General Meeting.
MEETINGS OF THE BOARD:
The Board met 05 (Five) times during the financial year 2018-19 i.e. on 30thMay 2018 14th August 2018 01st September 2018 14thNovember 2018 and 14th February 2019. The maximum interval between any twomeetings did not exceed 120 days.
CHANGES IN KEY MANAGERIAL PERSONNEL (KMP'S) DURING THE YEAR 2018 2019
The Board appointed Mr. Deepesh Shah as Company Secretary of the Company w.e.f.14.02.2019 in place of Ms. Rupali Verma who has resigned from the post of CompanySecretary w.e.f 05.01.2019.
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 the Report on Corporate Governance and forms part of thisAnnual 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. thedirectors have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; 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 in Form MGT 9 is appended to this Report as Annexure- 1.
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 endeavour 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 Kriplani Milani & Co Practicing CharteredAccountants on compliance with corporate governance norms under the Listing Regulationsis provided as Annexure -2 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 -3.
The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2018-2019 to the said Stock Exchange.
During the year under review the Company has not accepted any deposits within themeaning of 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 Policy 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 linkhttp://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- 4.
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 behaviour 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 is explained in the report of CorporateGovernance and also posted on the website of the Company. We affirm that during thefinancial year 2018-2019 no employee or director was denied access to the AuditCommittee. http://looksclinic.in/wp-content/uploads/2019/07/whistle-blower-policy.pdf
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.
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 linkhttp://looksclinic.in/wp-content/uploads/2019/07/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.
At the 3rd Annual General Meeting of the Company held on 30thSeptember 2014 M/s. Kriplani Milani & Co. Chartered Accountants Mumbai (havingFRN: 130461W) were appointed as Statutory Auditors of the Company to hold office upto theconclusion of 8th Annual General Meeting. Further on recommendation of AuditCommittee M/s. Kriplani Milani & Co is proposed to be reappointed as Statutory Auditorof the Company to hold office from the conclusion of this AGM till the conclusion of 13thAGM of the Company subject to the approval of shareholders in the general meeting.
The Auditor's Report for the year ended 31st March 2019 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.
The Company has 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 hasappointed 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 2019 is enclosed as Annexure- 5 to this Report.
There are qualifications reservations or adverse remarks made by the SecretarialAuditor in his report which is stated below:
Secretarial Auditor's Remarks: Mr. Deepak Doshi (DIN: 00677220) was not resignedimmediately as a disqualified director but resigned in September 2018 after attendingmeetings.
Management Comment: With respect to the Remark(s)/Observations or disclaimer made bythe Secretarial Auditors in their Report we hereby state that the Company was in searchof appointing a suitable candidate for the post of Director. Further the new director i.e.Mr. Devendra Sanghvi was appointed in his place w.e.f September 2018.
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 EXCHANGEEARNINGS 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:
a. Steps taken or impact on conservation of energy - The Operations of the Company donot consume energy intensively. However the Company continues to implement prudentpractices for saving electricity and other energy resources in day-to-day activities.
b. Steps taken by the Company for utilizing alternate sources of energy - Though theactivities undertaken by the Company are not energy intensive the Company shall explorealternative sources of energy as and when the necessity arises.
c. 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 2019 ||Year ended 31st March 2018 |
|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.
Your Directors wish to place on record their gratitude and deep appreciation for thecontinued support and co-operation received by the Company from the shareholderscompany's clients suppliers bankers and employees and look forward for their continuedsupport in the future as well.
By Order of the Board
For Looks Health Services Limited
Pritesh Doshi Chairman
Date: 04th September 2019