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Metropolis Healthcare Ltd.

BSE: 542650 Sector: Health care
NSE: METROPOLIS ISIN Code: INE112L01020
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OPEN 3196.25
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VOLUME 4455
52-Week high 3240.95
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P/E 66.24
Mkt Cap.(Rs cr) 16,110
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OPEN 3196.25
CLOSE 3196.25
VOLUME 4455
52-Week high 3240.95
52-Week low 1687.25
P/E 66.24
Mkt Cap.(Rs cr) 16,110
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Metropolis Healthcare Ltd. (METROPOLIS) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 21st Annual Report on the business andoperations of your Company along with the Audited Financial Statements for the year endedMarch 31 2021.

FINANCIAL PERFORMANCE

The key highlights of the Standalone and Consolidated Audited Financial Statements ofyour Company for the financial year ended March 31 2021 and comparison with the previousfinancial year ended March 31 2020 are summarized below:

Particulars

Standalone

Consolidated

For the year Ended March For the year Ended March For the year Ended March For the year Ended March
31 2021 31 2020 31 2021 31 2020
Revenue from Operations 81610.83 66530.71 99798.70 85640.54
Other income 4864.76 2931.79 1204.52 856.66
Total Revenue 86475.59 69462.50 101003.22 86497.20
Less: Total expenses 61870.80 53010.76 76570.92 67119.25
Profit before exceptional items and tax 24604.79 16451.74 24432.30 19377.95
Exceptional items - 2452.66 - 2452.66
Profit before share of profit Equityaccounted investeesand Tax 24604.79 13999.08 for 24432.30 16925.29
Share of loss for equity accounted investees (net of tax) - - - (51.98)
Profit Before Tax 24604.79 13999.08 24432.30 16873.31
Less: Tax Expenses 4849.28 2793.65 6097.43 4118.09
Profit after Tax 19755.51 11205.43 18334.87 12755.22
Basic Earning per share of face value of Rs.2/- each 38.81 22.32 35.97 25.36
Diluted Earning per share of face value of Rs.2/- each 38.61 22.22 35.79 25.25

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK

During the year under review the Standalone income of the Company increased toRs.86475.59 Lakhs compared to `69462.50 Lakhs in the previous year registering growthof

24.49%. The Standalone profitafter tax for the year increased to Rs.19755.51 Lakhs ascompared to Rs.11205.43 Lakhs in the previous year registering growth of 76.30%.

During the year under review the Consolidated income of the Group increased toRs.101003.22 Lakhs compared to Rs.86497.20 Lakhs in the previous year registeringgrowth of 16.77%.

The Consolidated profit after tax for the group increased to

Rs.18334.87 Lakhs as compared to Rs.12755.22 Lakhs in the previous year registeringgrowth of 43.74%.

The operating and financial performance of your Company has been covered in theManagement Discussion and Analysis Report which forms a part of the Annual Report.

COVID-19

During the Financial Year 2020-2021 the COVID-19 pandemic developed rapidly into aglobal crisis forcing Governments to enforce lock-downs of all economic activities. TheCOVID-19 pandemic impacted India in its peak during the month of April to September afterwhich the conditions started to improve as there was decline in the cases of COVID-19.Though again the second wave was in force in the mid of March 2021.

The Company had arranged work from home for its employees during the pandemic to ensurethe health and well-being of the employees. While most of the economic activities were athalt during the lockdown period the healthcare sector continued operations under theEssential Services Maintenance Act 1968.

The Company being in the industry of healthcare services was declared as one of theessential services during the pandemic. Your Company operated by continuing the servicesof pathology labs for its customers across channels. The Government authorised theMetropolis Labs as one of the authorised pathology labs for carrying out the COVID-19tests during the pandemic. With the best TAT continuous medical engagement with doctorsand government authorities strong branding and customer equity that we enjoy we weresuccessful in churning out COVID-19 tests. Initially the testing lab was set up at ourGlobal Reference Lab in Mumbai however as volumes increased we set up Covid-19 facility atThane and subsequently at Chennai Bengaluru Pune and Delhi.

The Company ensured the safety of employees who were required to step out for homecollection of samples and they have been mandated to take all safety precautions. We havecurtailed the number of employees working at all the Offices and currently majority ofemployees continue to work from home.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financialstatements of your Company for the Financial Year 2020-2021are prepared in accordance with the provisions of the Companies Act 2013 ("theAct") and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 -Investment in Associates and Ind AS 31 - Interests in Joint Ventures and SEBI (ListingObligations Disclosures Requirements) Regulations 2015. The Audited Consolidated

Financial Statements form part of the Annual Report.

DIVIDEND

During the year under review the Board of Directors at its meeting held on February10 2021 declared an interim dividend of Rs.8 per equity share (face value of Rs.2/- each)on 51116813 fully-paid up equity shares aggregating to total

Rs.408934504/-.

The Interim Dividend was paid to those shareholders whose names appeared in theRegister of Members as on the record date i.e. February 19 2021.

In order to conserve the resources for business requirement your Board of Directors donot recommend final dividend for

FY 2020-2021.

The Dividend payout is in accordance with the Company's Dividend Distribution policy.The Dividend Distribution policy of the Company is available on the website of the Companyand can be accessed through the following web link:https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL-Dividend-Distribution-policy.pdf

RESERVES

Your Directors do not propose to transfer any amount to General Reserves for thefinancial year 2020-2021.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.

ACQUISITIONS

During the year under review the Board of Directors of your

Company have approved the following:

1. Acquisition of balance stake in two of its existing Subsidiary Companies i.e. InMetropolis Histoxpert Digital Services Private Limited (‘Histoxpert') and RajMetropolis Healthcare Private Limited (‘Raj Metropolis'). The Company has acquiredthe balance stake of 49% in Raj Metropolis and with effect from November 5 2020 RajMetropolis became a wholly-owned subsidiary of the

Company.

The Company had approved to acquire the balance stake of 35% in Histoxpert in August2020. However due to the impact of COVID-19 pandemic and resultant lockdown in

Netherlands the head quarter of Koninklijke Philips N. V. (‘Philips') the JVpartner of Metropolis Histoxpert Digital Services Private Limited (‘Histoxpert') theCompany could not complete the said acquisition till March 31 2021 and is currently inthe process of acquiring the balance stake.

2. Acquisition of 100% stake in Dr. Ganesan's Hitech Diagnostics

Centre private Limited (‘Hitech')

The Board of Directors of your Company at their meeting held on January 17 2021approved the acquisition of of

100% stake in Hitech for a consideration to be discharged partly by way of CashConsideration and partly by way of issuance of up to 495000 equity shares of the Companyon a Preferential basis to the existing shareholders of Hitech.

Further the shareholders of the Company accorded their consent to the above by passinga Special Resolution through postal Ballot on February 18 2021. The Company had alsoobtained the In-principle approval from the Stock Exchanges but due to the bad health ofthe sellers and the resultant lockdown in Chennai (the residence of the shareholders ofHitech) the Company could not complete the aforementioned acquisition as on the date ofapproval of this report. However the Company is in continuous talks with the Hitechshareholders to ensure closure of the the above acquisition.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of the business or any activity of business of theCompany during the year under review. Of

CHANGES IN CAPITAL STRUCTURE

During the year under review the paid up equity share capital of the Company hasincreased to Rs. 102233626/- (Rupees Ten

Crores Twenty Two Lakhs Thirty Three Thousand Six Hundred and Twenty Six Only)consisting of 51116813 equity shares of

Rs. 2 each as on March 31 2021. The said increase in the paid up equity share capitalis pursuant to the allotment of equity shares under the Metropolis Employee Stock OptionsScheme -2015 (MESOS 2015) to the eligible employees of the Company / Subsidiaries. Thedetails of allotment made under MESOS during the year under review is as follows:

Date of Allotment No. Of Equity Shares allotted
Under MESOS 2015
May 13 2020 51096
August 11 2020 247264
November 11 2020 177887
February 10 2021 10000

During the year under review the Company has not issued any shares with differentialvoting rights has not bought back any shares it has neither issued sweat equity sharesand does not have any scheme to fund its employees to purchase the equity shares of theCompany.

DEPOSITS

Your Company has not accepted/invited deposits from the public falling within the ambitof section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

During the year the Company has not taken any loan from the promoter directors.

MATERIAL SUBSIDIARY

The Company has formulated a policy for determining Material Subsidiaries. The Companydoes not have any Material Subsidiary as per the parameters laid down under the policy.The policy is available on the website of the Company and can be accessed through thefollowing weblink: https://metropolisindia.com/newdata/

I n v e s t o r s / c o d e - o f - c o n d u c t / 9 + M H L _policy+for+determination+of+Material+Subsidiary.pdf

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Subsidiary Companies of your Company continued to perform in their respective areasas per the plans and thus contributed robustly to the overall growth of the Companyintermsofrevenueand profits Company and overall performance of the Group.

As on March 31 2021 the Company had 11 domestic subsidiaries and 7 overseassubsidiaries (including five step-down overseas subsidiaries) 1 Foreign branch (which isconsidered as foreign Company in the respective country) and 1 overseas Associate Company.Pursuant to Section 129(3) of the Companies Act 2013 a Statement containing the salientfeatures of the Financial Statements of the Company's Subsidiaries Joint Ventures

Associate Companies in the specified format i.e. Form AOC 1 is annexed as "Annexure1" to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31 2021 the Board of Directors of your Company comprises of 6 (Six)Directors of which 4 (Four) are Non-Executive Directors & 2 (Two) are ExecutiveDirectors. The constitution of the Board of the Company is in accordance with Section149(6) of the Companies Act 2013 and Regulation 17 of the SEBI (Listing Obligations andDisclosure Requirements)

Regulations 2015.

During the year the Board of Directors of the Company considering the vast knowledgeintegrity and varied experience and proficiency on May 14 2020 appointed Ms. AnitaRamachandran (DIN: 00118188) as an Additional Non-Executive Independent Director of theCompany for a period of five years w.e.f. May 14 2020. The said appointment was alsoapproved by the Shareholders of the Company at the Annual General Meeting of the Companyheld on September 16 2020. During the year the Board of Directors at their meeting heldon May 29 2020 re-appointed Dr. Sushil Kanubhai Shah (DIN:

00179918) as a Whole-time Director (designated as Chairman and Executive Director) ofthe Company for a period of five years w.e.f. September 4 2020. The said re-appointmentwas also approved by the Shareholders of the Company at the Annual General Meeting of theCompany held on September 16 2020. Further the Board of Directors at their meeting heldon February 10 2021 re-appointed Ms. Ameera Sushil Shah

(DIN: 00208095) as a Managing Director of the Company for a period of five years witheffect from March 18 2021 subject to the approval of the members of the Company at theensuing Annual General Meeting. Accordingly the matter for reappointment of Ms. AmeeraShah as a Managing Director for a period of five years has been placed before theshareholders for their approval and forms a part of the notice of the Annual GeneralMeeting.

Further pursuant to the recommendation of the nomination and Remuneration the Boardof Directors at their meeting held on May 27 2021 have approved the appointment of Mr.Hemant

Sachdev (DIN:01635195) as an Additional Non-Executive non-Independent Director of theCompany liable to retire by rotation subject to the approval of the members at theensuing Annual General Meeting of the Company. Accordingly the matter for appointment ofMr. Hemant Sachdev as a non-

Executive Non-Independent Director of the Company has been placed before theshareholders for their approval and forms a part of the notice of the Annual GeneralMeeting.

On the basis of the written representations received from the directors none of theabove directors are disqualified under

Section 164 (2) of the Companies Act 2013 and are also not debarred by SEBI or anyother Statutory authority for holding e of a Director. Offic

KEY MANAGERIAL PERSONNEL

During the year under review there was no change in the Key

Managerial personnel of the Company.

As per the provisions of Section 203 of the Companies Act

2013 the Key Managerial Personnel of the Company as on March 31 2021 were as under:

1. Ms. Ameera Sushil Shah Managing Director;

2. Mr. Sushil Kanubhai Shah Whole-time Director;

3. Mr. Rakesh Kumar Agarwal Chief Financial Officer;

4. Mr. Vijender Singh Chief Executive Officer; and

5. Ms. Poonam Tanwani Company Secretary and

Compliance Officer.

DIRECTORS RETIRING BY ROTATION pursuant to the provisions of Section 152 of theCompanies Act 2013 read with the relevant rules made there under out of the totalDirectors two-third of the Directors shall retire by rotation every year and if eligibleoffer themselves for reappointment at the AGM.

Dr. Sushil Kanubhai Shah Chairman and Executive Director of the Company is liable toretire by rotation and he being eligible has offered himself for re-appointment at theensuing Annual General Meeting of the Company. The Board of Directors recommend hisre-appointment and the matter is being placed for seeking approval of members at theensuing Annual General

Meeting of the Company. Pursuant to Regulation 36 of the SEBI

(Listing Obligations Disclosures Requirements) Regulations 2015 read with SecretarialStandards 2 on General Meetings brief details of Dr. Sushil Kanubhai Shah are providedas an Annexure to the Notice convening the 21st Annual General

Meeting.

DECLARATION OF INDEPENDENCE pursuant to the provisions of Section 149 152 of theCompanies Act 2013 read with Schedule IV and other applicable provisions if any andthe Companies (Appointment and Qualification of Directors) Rules 2014 the Independent

Directors are appointed for a term of 5 years and are not liable to retire by rotation.

The Company has received declarations from the Independent

Directors confirming that they meet with the criteria of

Independence as prescribed under section 149(6) of the Companies Act 2013 andRegulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.

During the year under review the Non-Executive Directors of the Company had nopecuniary relationship or transactions with the Company other than receiving the Sittingfees

Commission if any and reimbursement of expenses incurred by them for the purpose ofattending meetings of the Board / Committees of the Company.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS pursuant to the SEBIRegulations the Company has worked out a Familiarisation programme for the IndependentDirectors with a view to familiarise them with their role rights and responsibilities inthe Company nature of Industry in which the Company operates business model of theCompany etc. Through the Familiarisation programme the Company apprises the IndependentDirectors about the business model corporate strategy business plans and operations ofthe Company. The directors are also informed about the financial performance annualbudgets internal control system statutory compliances etc. They are also familiarisedwith Company's vision core values ethics and corporate governance practices. Details ofFamiliarisation programme of Independent Directors with the Company are available on thewebsite of the Company and can be accessed through the following weblink:https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL_Familiarization-Programme-for-Independent-

Directors.pdf

PERFORMANCE EVALUATION OF THE BOARD pursuant to the applicable provisions of theCompanies

Act 2013 and the SEBI (Listing Obligations & Disclosures Requirements)Regulations 2015 the Board of Directors of your Company have carried out Annualperformance evaluation of:

(i) Their own performance as a whole; (ii) Individual Directors performance; and

(iii) performance of all Committees of the Board for the Financial Year 2020-2021.

The performance of the Board as a Whole and of its Committees was evaluated by theBoard through structured questionnaire which covered various aspects such as thecomposition and quality meetings and procedures contribution to Board processeseffectiveness of the functions allocated relationship with management professionaldevelopment adequacy appropriateness and timeliness of information etc. Taking intoconsideration the responses received from the Individual Directors to the questionnaireperformance of the Board and its Committees was evaluated. The Directors expressed theirsatisfaction with the evaluation process.

In terms of requirements of Schedule IV Act a separate meeting of IndependentDirectors of the Company was held on March 30 2021 to review:

(a) The performance of non- Independent Directors (including the Chairperson); (b) Theperformance of the Board as a whole and its

Committees thereof taking into views of Executive and Non-Executive Directors; and (c)To assess the quality quantity and timeliness of the flow of information between theManagement and the Board. The performance evaluation of Independent Directors was done bythe entire Board excluding the Independent Director being evaluated.

NOMINATION AND REMUNERATION POLICY

The brief on the policy on remuneration and other matters provided in Section 178(3) ofthe Act has been disclosed in the Corporate Governance Report which forms part of theAnnual Report of the Company. The nomination and Remuneration policy is also available onthe website of the Company and can be accessed through the following weblink:https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL_nomination-and-Remuneration-policy.pdf

DIRECTORS' RESPONSIBILITY STATEMENT pursuant to Section 134(5) of the CompaniesAct 2013 the Board of Directors to the best of their knowledge and ability confirmthat:

(a) In preparation of the Annual accounts for the year ended March 31 2021; theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

(b) They have selected such accounting policies as mentioned in the notes to theFinancial Statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give true and fair view of the Statement of Affairs ofthe Company asatmarch312021and Profitof the the

Company for the year ended on that date

(c) They have taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the Annual accounts on a going concern basis;

(e) They have laid down internal finance controls to be followed by the Company andsuch internal finance controls are adequate and operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems were adequate and operating effectively.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report as per clause (f) of sub regulation (2) of Regulation 34of SEBI (Listing Obligations

Disclosures Requirements) Regulations 2015 is applicable to the Company. BusinessResponsibility Report for the Financial year ended 2020-2021 is presented in a separatesection and forms part of the Annual Report of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the (Listing

Obligations Disclosures Requirements) Regulations 2015 is presented in a separatesection and forms part of the Annual Report of the Company.

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees as per theprovisions of the Companies Act 2013 and as per SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and as a part of the best corporate governance practicesthe terms of reference and the constitution of those Committees is in compliance with theapplicable laws.

In order to ensure focused attention on business and for better governance andaccountability the Board has constituted the following committees:

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder Relationship Committee;

d) Corporate Social Responsibility Committee;

e) Risk Management Committee.

The details with respect to the Composition powers roles terms of reference etc. Ofthe aforesaid committees are given in details in the "Corporate GovernanceReport" of the Company which is presented in a separate section and forms part of theAnnual Report of the Company.

MEETINGS OF THE BOARD

During the year under review the Board met 6 (Six) times the details of which aregiven in the Corporate Governance Report. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS orders have beenpassed by the No significant

Regulators or Courts or Tribunals which would impact the going concern status of theCompany and its future operations.

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act2013 and Rule 12 of the Companies (Management and Administration) Rules 2014 is availableon the website of the Company and can be accessed through the following weblink:https://metropolisindia.com/newdata/ Investors/Annual%20Reports/MGT-7_MHL_2020-21.pdf

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 and the rules made thereunder are given in the note no. 49(a) to the Financial Statements.

INSTANCES OF FRAUD IF ANY REPORTED BY THE STATUTORY AUDITORS:

During the year under review the Statutory Auditors have not reported any fraud underSection 143 (12) of the Companies Act 2013.

RELATED PARTY TRANSACTIONS

The Board has formulated and adopted a Related Party Transactions Policy ("RPTPolicy") for the purpose of identification monitoring and reporting of related partytransactions. The RPT Policy as approved by the Board is available on the Company'swebsite and can be accessed through the following weblink:https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL__Policy-on-Related-Party-Transaction.pdfAll the Related Party Transactions entered into during the financialyear were entered inthe Ordinary course of business and at an arm's length basis. There are no materiallysignificant

Related Party Transactions made by the Company with its Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflictwiththe interest of the Company at large.

Further since the transactions with the related parties were in the ordinary course ofbusiness and at arms length pricing and not material in accordance with the Related PartyTransactions Policy the particulars of such transactions with the related parties are notrequired to be reported by the Company in Form AOC-2.

All the Related Party Transactions are placed before the Audit Committee and the Boardon a quarterly basis.

The members may refer to note no. 39 to the financial statements which set out RelatedParty Disclosures.

AUDITORS AND REPORTS Statutory Auditors

B S R & Co. LLP Chartered Accountants (ICAI Firm No. 101248W/W–100022) wasappointed as Statutory Auditors of the Company for a term of 5 (five) consecutive yearsat the

17th Annual General Meeting (AGM) held on September 18 2017. Further in terms ofCompanies (Amendment) Act 2017 notified w.e.f. May 7 2018 the requirement forratification of appointment of the Statutory Auditors at every AGM is not required andtherefore the matter is not placed before the members for their approval.

The Auditors Report for the financial year ended March 31 2021 does not contain anyqualification remark. Further the Auditors have expressed an Unmodified

Opinion on the Audited Financial Statements (Standalone and

Consolidated) for the financial year ended March 31 2021. Pursuant to provisions ofthe Section 143 (12) of the Companies Act 2013 neither the Statutory Auditors nor theSecretarial Auditor have reported any incident of fraud to the Audit or the Risk Committeeduring the year under review.

Secretarial Auditor and Secretarial Audit Report pursuant to Section 204 read withSection 134(3) of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial personnel) Rules 2014 the

Board of Directors had appointed M/s. Manish Ghia & Associates practicing CompanySecretaries Mumbai to undertake the Secretarial Audit of the Company for the FinancialYear ended March 31 2021. The Secretarial Audit Report in the prescribed Form no. MR-3 isattached as "Annexure 2" and forms a part of this Report.

The Secretarial Audit report does not contain any qualification reservation or adverseremark.

The following are the clarifications to the observations given by the SecretarialAuditor in their Audit report:

1. Some properties are yet to be mutated in the name of the company accordingly tothat extent the same are not in compliance with provisions of Section 187 of the Act;

Company Response: The Company is in the process of getting the title deedsregistered in the name of the

Company since the said properties were acquired under the scheme of amalgamation theCompany has already filed necessary documents with the adjudication authorities.

2. The requirement relating to having an Independent

Woman Director applicable to the company with effect from April 1 2020 underRegulation17(1) of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 was however complied w.e.f. May 14 2020;

Company Response: The Company had taken steps and made to appoint a WomanIndependent Director on its Board within the stipulated time frame but however due tostrict lockdown from March 2020 in view of the outbreak of COVID-19 and further Company'sactive involvement to build infrastructure for COVID-19 testing during this turbulenttime the appointment of a Woman Independent Director got little delayed.

The BSE Limited and the National Stock Exchange of India Limited levied a penalty ofRs. 253700 (to be paid to each Exchange) for non-appointment of a Woman

Independent Director for the period April 1 2020 to May 13 2020 after seeking forclarification from the Company on the non-compliance of the same.

However to meet the deadline for depositing the penalty amount the Company hassimultaneously deposited the amount of penalty levied by BSE on September 4 2020 and byNSE on August 29 2020 and filed the applications with the exchanges for the waiver offine. The application for the waiver of fine was considered favourably and the waiver ofpenalty was allowed by national Stock of India Limited and the said matter is stillpending with BSE Ltd.

3. The Company has not spent in full the mandated percentage of 2% average profits onCorporate Social

Responsibility (CSR) activities; however the reasons for not being able to spend hasbeen duly disclosed in the Report made under Section 135 of the Act and further suchunspent amount has been transferred to a separate bank account within the stipulated timeas the earmarked spending is related to ongoing projects;

Company Response: During the year the Company collaborated as an Industry partnerin pursuance of its CSR initiative with Delhi Skill & Entrepreneurship university(‘dseu') for the purpose of initiating a academic multi-year structured course of 3(three) years leading to a degree in the fieldof Medical Laboratory Science and approvedit as a multiyear ongoing project as the fresh initiative under the current CSR platformmedengage known as MEDENGAGE DSEU project.

However till the year ended March 31 2021 the above project could not be implementedand therefore no amount was spent on the said ongoing project during the

Financial Year 2020-2021. Pursuant to the provisions of Section 135 of the CompaniesAct 2013 the Company has transferred the total unspent amount relating to the Ongoingproject in a separate bank account within the stipulated time.

Internal Auditor

The Company has robust internal audit system for assessment of audit findings and itsmitigation. The Internal Audit function covers all the labs inventory audit stock takesaudit for project related accounts corporate accounts etc. Pursuant to the provisions ofSection 138 of the Companies Act 2013 and the Companies (Accounts) Rules 2014 and onthe recommendation of the Audit Committee Suresh Surana

& Associates LLP were appointed by the Board of Directors to conduct internalaudit reviews of the Company and the Internal Auditor directly reports to the AuditCommittee for functional matters.

The Audit Committee in its quarterly meetings reviews the internal audit and controlsreports. The Company's internal controls are commensurate with the size and operations ofthe business. Continuous internal monitoring mechanism ensures timely identification andredressal of issues.

RECONCILIATION OF SHARE CAPITAL

A qualified Practicing Company Secretary carried out quarterly audits to reconcile thetotal admitted equity share capital with national Securities Depository Limited (nsdl) andCentral Depository Services (India) Limited (CDSL) along with the total issued and listedequity shares capital. These audits confirm that the total issued and paid-up equity sharecapital tallies with the total number of equity shares in physical form plus the totalnumber of dematerialised shares held by nsdl and CDSL.

RISK MANAGEMENT POLICY

The Company has adopted a Risk Management policy wherein all material risks faced bythe Company are identified and assessed. The Company has formed a Risk Management

Committee which defines the risk of the Company and includes collective identificationof risks impacting the Company's business and documents their process of identificationmitigation and optimisation of such risks. The Risk Management policy is available on thewebsite of the Company and can be accessed through the following weblink:https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL_Risk-Management-policy.pdf

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an internal control system. All these controls were operatingeffectively during the year. The Company has adequate internal financialcontrols. Furtherthe members of the Audit Committee interact with the Statutory Auditors Internal Auditorsand management in dealing with matters within its terms of reference. During the yearsuch controls were assessed to find out any weaknesses in them. Services of professionalconsultants were obtained to remove such weaknesses wherever required and ensuring thatthe internal financial controls are robust and are operating effectively.

The Company is complying with all the applicable Indian Accounting Standards (Ind AS).The accounting records are maintained in accordance with generally accepted accountingprinciples inindia.Thisensuresthatthefinancialstatements reflect true and fair financialposition of the Company. The details of the internal financial control systems and theiradequacy are included in a detailed manner in Management

Discussions and Analysis Report which forms part of the Annual Report.

MAINTENANCE OF COST RECORDS

Provisions of maintenance of Cost records as specified by the

Central Government under Section 148 (1) of Companies Act 2013 are applicable to theCompany. Accordingly such Cost accounts are made and the Cost records are maintained bythe Company in the prescribed format.

COST AUDITOR pursuant to the provisions of Section 148 of the Companies

Act 2013 the Company is required to have the audit of its Cost records. Theaforementioned audit is required to be conducted by a Cost Accountant. The Board ofDirectors of the Company have on the recommendation of the Audit Committee approved theappointment of M/s. Joshi Apte & Associates

(Registration no. 00240) as the Cost Auditors of the Company to conduct Cost audit asprescribed under the Companies (Cost Records and Audit) Rules 2014 for the Financial Year2021-2022. The Board of Directors on recommendation of management approach the AuditCommittee have approved a remuneration of Rs. 100000 plus applicable GST andreimbursement of travelling and out of pocket expenses subject to the ratification oftheir remuneration by the Members of the Company at the ensuing AGM.

M/s. Joshi Apte & Associates have under Section 141 of the Act and the Rulesframed thereunder furnished a certificate confirming their eligibility and consent forappointment

Cost Auditors of the Company.

M/s. Joshi Apte & Associates have vast experience in the field of Cost audit andhave conducted the audit of the Cost records of the Company for the past several years.

DISCLOSURE OF REMUNERATION OR COMMISSION RECEIVED BY A MANAGING OR WHOLE-TIME DIRECTORFROM THE COMPANY'S HOLDING OR SUBSIDIARY COMPANY:

The Managing Director and Whole Time Director have not received any remuneration fromthe Company's Subsidiary Companies.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES

In compliance with the requirements of Section 135 of the Act read with the Companies(Corporate Social Responsibility) Rules 2014 the Board of Directors have constituted aCorporate Social Responsibility (CSR) Committee. The details such as Constitution Termsof reference etc. Of the Committee and the meetings held during the year are detailed inthe Corporate Governance Report which forms a part of the Annual Report of the Company.The contents of the CSR policy of the Company as approved by the Board on therecommendation of the CSR Committee are available on the website of the Company and can beaccessed through the following web link:https://metropolisindia.com/newdata/Investors/CSR/MHL-

Revised+CSR+policy_wef+May+27-2021.pdf

The complete details on the CSR activities is enclosed as

"Annexure 3"

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the

Secretarial Auditors of the Company regarding compliance of the conditions of CorporateGovernance as stipulated in part C of Schedule V of the SEBI (Listing Obligations andDisclosure

Requirements) Regulations 2015 are provided in a separate section and forms part ofthe Annual Report of the Company.

CREDIT RATING

During the year under review CRISIL a Credit Rating agency has reaffirmed its Rating:CRISIL AA-/stable on the Non

Convertible Debentures and long term loan facility of the Company.

Further CRISIL has also reassigned its CRISIL A1+ rating to the short term bankfacility of the Company.

The Company has not issued any ncd or availed any bank loan (short-term / long-term)for the year ended on March 31 2021.

EMPLOYEE STOCK OPTIONS / RSU PLAN

The nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees' Stock Option plan as well as the

Metropolis Restrictive Stock Unit Plan 2020 of the Company in accordance with theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014("SEBI

Regulations"). During the year under review there was no change in the esopscheme of the Company.

The Company has an operative Metropolis Employee Stock

Option Scheme 2015 (MESOS 2015) as well as the Metropolis

Restrictive Stock unit plan 2020 (MHL-rsu plan 2020) which provides for grant ofStock Options / units to eligible employees of the Company. The details of Employee StockOptions / units pursuant to Section 62 of the Companies Act 2013 read with Rules madethereunder and SEBI (Share Based Employee

Benefits)Regulations 2014 are provided in ‘Annexure-4' to this Report.

During the year under review the Company has allotted 51096 equity shares on May 132020 247264 equity shares on August 11 2020 177887 equity shares on November 112020 and 10000 equity shares on February 10 2021 respectively pursuant to the exerciseof Options to the eligible employees of the Company under the Metropolis Employee StockOptions Scheme 2015 (MESOS-2015).

Further during the year under review the nomination and Remuneration Committee of theCompany has granted 206700 rsu's on May 29 2020 7400 rsu's on August 11 2020 22750rsu's on november 11 2020 and 4550 rsu's on

February 10 2021 respectively pursuant to the Metropolis

Restrictive Stock unit plan 2020 to the eligible employees of the Company /Subsidiaries.

INDUSTRIAL RELATIONS

The Company's relations with all its employees remained cordial and satisfactory duringthe year under review.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section197 (12) of the Companies Act

2013 read with Rule 5 (1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 is annexed to this Report as "Annexure5". The statement containing names of top ten employees in terms of remunerationdrawn and the particulars of employees as required under Section 197(12) of the Act readwith Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerialpersonnel) Rules 2014 is available for inspection and any Member interested in obtaininga copy of the same may write to the Company Secretary and Compliance Officer of theCompany.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in Dematerialization mode. The ISIN of the EquityShares of your Company is INE112L01020 except 2 Equity shares held in physical mode.

STATUTORY DISCLOSURES

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section 134(3)(m) of the Companies Act 2013 read with the

Rule 8(3) of The Companies (Accounts) Rules 2014 is as follows:

A CONSERVATION OF ENERGY
I) Steps taken or impact on Conservation of energy Your Company accords highest priority to energy conservation and is committed for Energy conservation measures including regular review of energy consumption and Effective control on utilisation of energy. The Company has designed its facilities Keeping in view the objective of minimum energy loss. The Company has taken all steps To conserve Energy in the work places by educating and training the employees to Conserve energy.
The Company has installed invertor AC in areas which are operating extended hours.
Energy saving LED lights are installed at various laboratories and collection centres.
Every year energy audit is conducted at Central Laboratory of the Company which is Carried out by Independent professional Agency.
Ii) Steps taken by the Company for Utilising alternate sources of energy The Company being in the service industry does not have any power generation units And did not produce/generate any renewable or conventional power
Iii) Capital investment on energy Conservation equipment The Capital investment on energy conservation equipment is insignificant.
B TECHNOLOGY ABSORPTION
I) Efforts made towards technology Absorption The Company being in Service Sector has adopted all new technology in terms of new Software and hardware and latest machinery with automated processes available in the Current Techno-environment and commensurate to the size scale and complexity of its Operations.
Ii) Benefits derived from technology Absorption Technology absorption has helped the Company to provide better and more accurate Service to the Customers.
Iii) Details of Imported technology (last Three years)
-Details of technology imported Nil
-Year of Import N.A.
-Whether technology being fully Absorbed N.A.
-If not fully absorbed areas where Absorption has not taken place and Reasons thereof N.A.
Iv) Expenditure incurred on Research Nil
And development

C FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs.in Lakhs)

I) Foreign Exchange inflow 1300.32

Ii) Foreign Exchange outflow 99.12

VIGIL MECHANISM/ WHISTLEBLOWER

The Company has in place a vigil mechanism as required under Section 177 of theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 for Director and employees to report their genuine concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's code ofconduct the details of which are given in the Corporate Governance Report.

The policy on Vigil Mechanism and Whistleblower is available on the website of theCompany and can be accessed through the following weblink:https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL_Whistle-Blower-policya.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at the workplace in line with the provisions of the Sexual Harassment of Womenat

Workplace (prevention prohibition and Redressal) Act 2013 and the rules framedthereunder. The Company has an Internal Complaints Committee for providing a redressalmechanism pertaining to sexual harassment of women employees at the workplace the detailsof which are given in the Corporate Governance Report. During the year 1 (One) complaintwas received and the same has been resolved in accordance with the Company's policy onprevention prohibition and redressal of sexual harassment at workplace.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and the

Company complies with all the applicable provisions of the same during the year underreview.

CAUTIONARY STATEMENT

The statements in this Report particularly those which relate to Management Discussionand Analysis as explained in a separate Section in this Report describing the Company'sobjectives projections estimates and expectations may constitute ‘forward lookingstatements' within the meaning of applicable laws and regulations. Actual results mightdiffer materially from those either expressed or implied in the statement depending on thecircumstances.

APPRECIATIONS

Your Directors acknowledge the valuable contribution of all its employees at all levelsin the continuous growth of the Company and making it a dominant player in the market. TheDirectors would also like to thank the Company's Joint Venture partners Banks and otherStakeholders for their continued co-operation and support in the Company's growth and inits operations.

For and on behalf of the Board of Directors

Sd/-

Dr. Sushil Kanubhai Shah

Chairman & Executive Director

(DIN: 00179918)

Place: Miami

Date: May 27 2021

.