FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2020
Your Directors have great pleasure in presenting the 09th Board's Reporttogether with the Audited Balance Sheet as at 31st March 2020 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 2020 as comparedto the previous financial year is summarized below:
| || ||(Amount in Rupees) |
|Particular ||For the financial year ended 31st March 2020 ||For the financial year ended 31st March 2019 |
|Revenue from operations ||7766403 ||11427142 |
|Other Income ||6023364 ||6580229 |
|Total Income ||13789767 ||18007371 |
|Less: Total Expenses ||13941597 ||14722819 |
|Profit/ (Loss) before tax ||(151830) ||3284552 |
|(Less): Tax Expenses ||14011 ||919882 |
|Profit / (Loss) after Tax ||(165841) ||2364671 |
|Other comprehensive (loss)/income for the year ||- ||- |
|Total comprehensive income for the year ||(165841) ||2364671 |
|No. of Equity Shares ||10500000 ||10500000 |
|EPS ||(0.02) ||0.23 |
The total income of the Company for the year under review stood at Rs. 13789767/-(previous year 18007371/-). During the year the Company suffered a loss of Rs. 165841/-(previous year profit of Rs. 2364671/-).
IMPACT OF CORONA VIRUS ON GOING CONCERN
The Covid-19 pandemic has been the defining global health crisis of our time and hasalready spread very fast across the continents. But it is much more than a health crisisand is having an unprecedented impact on people and economies worldwide. The Company istaking all necessary measures in terms of mitigating the impact of the challenges beingfaced in the business. Though the long-term directional priorities of the Company remainfirm in light of Covid-19 and its expected impact on the operating environment the keypriorities of the Company would be to closely monitor safety of employees conserve cashand control fixed costs.
In view of the outbreak of the pandemic the Company undertook timely and essentialmeasures to ensure the safety and well-being of all its employees at all its operationalbranches and the head office. The Company observed all the government advisories andguidelines thoroughly and in good faith.
In view of the losses incurred during the year under review your Directors do notrecommend dividend for this year.
As on March 31 2020 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 2019-20.
BOARD OF DIRECTORS
As on March 31 2020 the Board comprised of two Executive Directors- Mr. PriteshDoshi- Whole-Time Director and Ms. Pallavi Jadhav- 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 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 and relationships
ii. Information flows
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:
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.
Ms. Pallavi Jadhav resigned w.e.f 05th September 2020 and further to occupythe 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.
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 09th 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 linkhttp://looksclinic.in/wp-content/uploads/2019/07/code-of-conduct-for-board-of-directorssenior-management.pdf
MEETINGS OF THE BOARD:
The Board met 05 (Five) times during the financial year 2019-20 i.e. on 30thMay 2019 14th August 2019 04th September 2019 14thNovember 2019 and 13th February 2020. The maximum interval between any twomeetings did not exceed 120 days.
CHANGES IN KEY MANAGERIAL PERSONNEL (KMP'S) DURING THE FINANCIAL YEAR 2019 2020
The Board acknowledged the resignation of Mr. Deepesh Shah as Company Secretary andCompliance Officer of the Company w.e.f. 16th October 2019.
Further Mr. Suchit Sharma was appointed as Company Secretary and Compliance Officer ofthe Company w.e.f. 15th April 2020.
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 thepreparation of the annual accounts the applicable accounting standards have been followedalong 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 in Form MGT 9 is appended to this Report as Annexure- Ifurther the same is also available on the website of the Company viz.www.looksclinic.in.
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 -II 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 -III.
The Equity Shares of the Company are listed at BSE Limited. The Company has paid theAnnual listing fees for the year 2019-2020 to the said Stock Exchange.
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 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 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- IV.
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 2019-2020 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. The policy can be accessed atthe Linkhttp://looksclinic.in/wp-content/uploads/2019/08/1.-criteria-of-making-payment-to-non-executive-directors-1.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 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. The policy can be accessed on the following link:http://looksclinic.in/wp-content/uploads/2019/08/Risk-Managementt-Policy-NSBL_12042016_034830.pdf
At the 08th Annual General Meeting of the Company held on 30thSeptember 2019 M/s. Kriplani Milani & Co. Chartered Accountants Mumbai (havingFRN: 130461W) were appointed as Statutory Auditors of the Company to hold office for asecond term of five consecutive years up to the conclusion of 13th AnnualGeneral Meeting to be held in the year 2024.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 9th AGM.
The Auditor's Report for the year ended 31st March 2020 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 2020 is enclosed as Annexure- V 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 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:
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 productdevelopment or import substitution- Not Applicable
c. In case of imported technology (imported during the last three years reckonedfrom the 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 2020 ||Year ended 31st March 2019 |
|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 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.