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Metropolis Healthcare Ltd.

BSE: 542650 Sector: Health care
NSE: METROPOLIS ISIN Code: INE112L01020
BSE 14:43 | 03 Feb 1226.00 -88.70
(-6.75%)
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NSE 14:29 | 03 Feb 1226.50 -89.30
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OPEN 1301.20
PREVIOUS CLOSE 1314.70
VOLUME 7282
52-Week high 2670.00
52-Week low 1222.60
P/E 46.02
Mkt Cap.(Rs cr) 6,277
Buy Price 1224.80
Buy Qty 1.00
Sell Price 1226.70
Sell Qty 21.00
OPEN 1301.20
CLOSE 1314.70
VOLUME 7282
52-Week high 2670.00
52-Week low 1222.60
P/E 46.02
Mkt Cap.(Rs cr) 6,277
Buy Price 1224.80
Buy Qty 1.00
Sell Price 1226.70
Sell Qty 21.00

Metropolis Healthcare Ltd. (METROPOLIS) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 22nd Annual Report on thebusiness and Operations of the Company along with the Audited Financial Statements for thefinancial year ended 31 March 2022.

FINANCIAL RESULTS:

The key highlights of the Standalone and Consolidated Audited Financial Statements ofyour Company for the financial year ended 31 March 2022 in comparison with the previousfinancial year ended 31 March 2021 are summarized below:

(Rs in Lakhs)

Particulars Standalone Consolidated
For the year ended 31 March 2022 For the year ended 31 March 2021 For the year ended 31 March 2022 For the year ended 31 March 2021
Revenue from Operations 111713.06 96138.61 122833.60 99798.70
Other income 1600.18 1230.83 1762.30 1204.52
Total Revenue 113313.24 97369.44 124595.90 101003.22
Less: Total expenses 88725.43 73156.61 96850.94 76570.92
Profit before exceptional items and tax 24587.81 24212.83 27744.96 24432.30
Exceptional items (1590.15) - (1590.15) -
Profit before share of profit for equity accounted investees and tax 26177.96 24212.83 29335.1 1 24432.30
Share of loss for equity accounted investees (net of tax) - - - -
Profit Before Tax 26177.96 24212.83 29335.11 24432.30
Less: Tax Expenses 6953.82 5947.55 7866.50 6097.43
Profit after Tax 19224.14 18265.28 21468.61 18334.87
Basic Earning per share of face value of '2/- each 37.58 35.88 41.87 35.97
Diluted Earning per share of face value of '2/- each 37.39 35.70 41.66 35.79

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK:

During the year under review the Standalone income of your Company increased to Rs113313.24 Lakhs compared to Rs 97369.44 Lakhs in the previous year registering growthof 16.37%. The Standalone profit after tax for the year increased to '19224.14 Lakhs ascompared to Rs 18265.28 Lakhs in the previous year registering increase of 5.25%.

During the year under review the Consolidated income of the Group increased to'124595.90 Lakhs compared to '101003.22 Lakhs in the previous year registering growthof 23.36%. The Consolidated profit after tax for the Group increased to '21468.61 Lakhsas compared to '18334.87 Lakhs in the previous year registering growth of 17.09%.

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.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financial statements of your Company for the Financial Year 2021-22are 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 ConsolidatedFinancial Statements form part of the Annual Report.

DIVIDEND:

During the year under review the Board of Directors at its meeting held on 11 February2022 declared an interim dividend of '8 per equity share (face value of '2/- each) on51172119 fully-paid up equity shares aggregating to total outflow of Rs 409376952/-.

The Interim Dividend was paid to those shareholders whose names appeared in theRegister of Members as on the record date i.e. 22 February 2022.

In order to conserve the resources for business requirement your Board of Directors donot recommend final dividend for 2021-22.

The Dividend Payout is in accordance with your Company's Dividend Distribution Policy.

The Dividend Distribution Policy of your Company is available on the website of theCompany and can be accessed through the following web link:

https://www.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 2021-22.

CHANGE IN NATURE OF BUSINESS

During the year under review there was no change in the nature of the business or anyactivity of business of your Company.

MERGER & ACQUISITIONS

During the year under review your Company had acquired balance stake of 35% ofMetropolis Histoexpert Digital Services Private Limited ('Metropolis Histoxpert')Subsidiary of the Company from Koninklijke Philips N.V. Post the acquisition MetropolisHistoxpert became the wholly-owned Subsidiary of the Company with effect from 26 November2021.

Further The Company had approved the Scheme of Merger on 06 August 2021 byabsorption of wholly-owned Subsidiaries of the Company viz. Bokil Golwilkar MetropolisHealthcare Private Limited Desai Metropolis Health Services Private Limited Dr. PatelMetropolis Healthcare Private Limited Lab One Metropolis Healthcare Services PrivateLimited Micron Metropolis Healthcare Private Limited R.V.Metropolis Diagnostic &Health Care Center Private Limited Raj Metropolis Healthcare Private Limited and SudharmaMetropolis Health Services Private Limited with Metropolis Healthcare Limited. The Companyhad duly filed the petition with the National Company Law Tribunal ('NCLT') on 27 December2021.

Further the Board of Directors of your Company at their meeting held on 15 October2021 had approved the acquisition of 100% stake in Dr. Ganesan's Hitech Diagnostics CentrePrivate Limited ("Hitech") along with its subsidiary Centralab HealthcareServices Private Limited ("Centralab") for a consideration of '636 Crores(Rupees Six Hundred and Thirty Six Crores Only). The aforesaid acquisition was completedon 22 October 2021 and post completion "Hitech" and "Centralab" hasbecome wholly-owned subsidiary and step down wholly owned subsidiary respectively of theCompany.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

The material changes affecting the financial position of your Company between the endof the financial year and date of this report which have been mentioned below.

The Members of Dr. Ganesan's Hitech Diagnostic Centre Private Limited ('Hitech')Subsidiary of the Company in their Meeting held on 01 April 2022 accorded their approvalfor the Voluntary Liquidation of the Company and the consolidation of the business ofHitech through voluntary liquidation. Subsequently Hitech transferred its entire businessundertaking to the Company on a going concern basis on and with effect from 4 June 2022.

Further The Company had approved the Scheme of Merger on 6 August 2021 by absorptionof wholly-owned Subsidiaries of the Company viz. Bokil Golwilkar Metropolis HealthcarePrivate Limited Desai Metropolis Health Services Private Limited Dr. Patel MetropolisHealthcare Private Limited Lab One Metropolis Healthcare Services Private Limited MicronMetropolis Healthcare Private Limited R.V.Metropolis Diagnostic & Health Care CenterPrivate Limited Raj Metropolis Healthcare Private Limited and Sudharma Metropolis HealthServices Private Limited with Metropolis Healthcare Limited. The Company had duly filedthe petition with the National Company Law Tribunal ('NCLT') on 27 December 2021 and thesame has been approved by NCLT in their order dated 02 June 2022.

CHANGES IN CAPITAL STRUCTURE

During the year under review the Paid Up Equity Share Capital of the Company hasincreased to '102344238/- (Rupees Ten Crores Twenty-Three Lakhs Forty-Four Thousand TwoHundred and Thirty-Eight Only) consisting of 51172119 equity shares of '2 each (RupeesTwo Only) as on 31 March 2022.

The said increase in the paid up equity share capital is pursuant to the allotment ofequity shares under the Metropolis Employee Stock Options Scheme -2015 (MESOS 2015) andMetropolis Restrictive Stock Unit Plan 2020 (MHL- RSU Plan 2020) to the eligibleemployees of the Company / Subsidiaries.

The details of allotment made under MESOS 2015 and MHL- RSU Plan 2020 during the yearunder review is as follows:

Date of Allotment No. of Equity Shares allotted under MESOS 2015 No. of Equity Shares allotted under MHL - RSU Plan 2020
27 May 2021 12100 -
08 July 2021 - 25416
06 August 2021 15800
11 October 2021 - 364
05 January 2022 - 1626
TOTAL 27900 27406

During the year under review

• The Company did not issue any shares with differential voting rights.

• The Company did not buy- back any shares.

• The Company did not issue any sweat equity shares.

• The Company did not have any scheme to fund its employees to purchase the equityshares of your Company.

DEPOSITS

During the year under review the Company has not accepted/ invited deposits from thepublic falling within the ambit of section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 and has not taken any loan from the PromoterDirectors.

MATERIAL SUBSIDIARY

Your Company has formulated a Policy for determining Material Subsidiaries and does nothave any Material Subsidiary as per the parameters laid down under the Policy. The Policyis available on the website of the Company and can be accessed through the followingweblink: https://www.metropolisindia.com/newdata/ Investors/code-of-conduct/9 + MHLPolicy+for+determination+of+Material+Subsidiary.pdf

SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Subsidiary Companies continued to perform in their respective areas as per theplans and thus contributed robustly to the overall growth of your Company in terms ofrevenue profits and overall performance of the Group.

As on 31 March 2022 your Company had 5 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 thesalient features of the Financial Statements of your Company's Subsidiaries JointVentures Associate Companies in the specified format i.e. Form AOC - 1 is annexed as"Annexure 1" to this Report.

BOARD OF DIRECTORS

As on 31 March 2022 the Board of Directors comprises of 7 (Seven) Directors of which5 (Five) are Non-Executive Directors & 2 (Two) are Executive Directors. Theconstitution of the Board of your Company is in accordance with Section 149(6) of theCompanies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

During the year under review the Board of Directors after taking in considerationrecommendation of Nomination and Remuneration Committee at their meeting held on May 272021 approved the appointment of Mr. Hemant Sachdev (DIN:01635195) as an AdditionalNon-Executive NonIndependent Director of your Company liable to retire by rotation.

The said appointment was later approved by the Shareholders at the Annual GeneralMeeting held on 11 August 2021.

On the basis of the written representations received from the Directors none of theabove mentioned directors are disqualified under Section 164 (2) of the Companies Act2013 and are also not debarred by SEBI or any other Statutory authority for holding officeof a Director.

KEY MANAGERIAL PERSONNEL

As per the provisions of Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company as on 31 March 2022 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. Simmi Singh Bisht Head - Legal and Secretarial. During the year under reviewMs. Poonam Tanwani Company Secretary and Compliance Officer resigned from the Company andMs. Simmi Singh Bisht was appointed as a Company Secretary and Compliance Officerdesignated as Head - Legal and Secretarial with effect from 06 August 2021.

DIRECTORS RETIRING BY ROTATION

Pursuant to the provisions of Section 152 of the Companies Act 2013 read with therelevant rules made thereunder out of the total Directors two-third of the Directorsshall retire by rotation every year and if eligible offer themselves for reappointment atthe AGM.

Ms. Ameera Shah Managing Director is liable to retire by rotation and being eligiblehas offered herself for reappointment at the ensuing Annual General Meeting. The Board ofDirectors recommend her re-appointment and the matter is being placed for seeking approvalof Members at the ensuing Annual General Meeting of the Company. Pursuant to Regulation 36of the SEBI (Listing Obligations Disclosures Requirements) Regulations 2015 read withSecretarial Standards - 2 on General Meetings brief Profile of Ms. Ameera Shah isprovided as an Annexure to the Notice convening the 22nd Annual GeneralMeeting.

DECLARATION OF INDEPENDENCE

Pursuant to the provisions of Section 149 152 of the Companies Act 2013 read withSchedule IV and other applicable provisions if any and the Companies (Appointment andQualification of Directors) Rules 2014 the Independent Directors are appointed for aterm of 5 years and are not liable to retire by rotation.

Further the Company has received the revised declarations from the IndependentDirectors confirming that they meet with the criteria of Independence as prescribed underthe amended provisions of Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 effective 1 January 2022 and the same has beentaken on the records of the Company in the Board meeting held on 11 February 2022.

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 purposeof attending meetings of the Board / Committees of the Company.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

Pursuant to the SEBI Regulations the Company has worked out a FamiliarizationProgramme for the Independent Directors with a view to familiarize them with their rolerights and responsibilities in the Company nature of Industry in which the Companyoperates and its business model. Through the Familiarization Programme the Companyapprises the Independent Directors about the Company's business model corporate strategybusiness plans and operations. The Directors are also informed about the financialperformance annual budgets internal control system statutory compliances Company'svision core values ethics and corporate governance practices.

Details of Familiarization Programme are available on the website and can be accessedthrough the following weblink: https://www.metropolisindia.com/newdata/Investors/code-of-conduct/Familiarization Programme.pdf

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the applicable provisions of the Companies Act 2013 and the SEBI (ListingObligations & Disclosures Requirements) Regulations 2015 the Board of Directors havecarried out Annual Performance 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 2021-22.

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. and after takinginto consideration the responses received from the Individual directorperformance of theBoard and its Committees was evaluated. The Directors expressed their satisfaction withthe evaluation process.

In terms of requirements of Schedule IV of the Act a separate meeting of IndependentDirectors of the Company was held on 17 March 2022 to review:

(a) The performance of Non- Independent Directors (including the Chairperson);

(b) The performance of the Board as a whole and its Committees thereof taking intoviews of Executive and Non-Executive Directors; and

(c) To assess the quality quantity and timeliness of the flow of information betweenthe Management and the Board.

The performance evaluation of Independent Directors was done by the entire Boardexcluding 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 and can be accessed through the following weblink:https://www.metropolisindia.com/newdata/Investors/code- of-conduct/MHLNomination-and-Remuneration-Policy.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:

(a) In preparation of the Annual accounts for the year ended 31 March 2022; 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 as at 31 March 2022 and of the Profit of the Company for the year ended onthat 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 tothe Company.

Business Responsibility Report for the Financial year ended 2021-22 is presented in aseparate section 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) Regulations2015 is presented in a separate section and forms part of the Annual Report of theCompany.

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 detail in the "Corporate GovernanceReport" which is presented in a separate section and forms part of the Annual Report.

MEETINGS OF THE BOARD

During the year under review the Board of Directors met 5 (Five) times the details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

National Company Law Tribunal in its order dated 2 June 2022 has approved the Scheme ofMerger filed on 6 August 2021 by absorption of wholly-owned Subsidiaries viz. BokilGolwilkar Metropolis Healthcare Private Limited Desai Metropolis Health Services PrivateLimited Dr. Patel Metropolis Healthcare Private Limited Lab One Metropolis HealthcareServices Private Limited Micron Metropolis Healthcare Private Limited R.V.MetropolisDiagnostic & Health Care Center Private Limited Raj Metropolis Healthcare PrivateLimited and Sudharma Metropolis Health Services Private Limited with the Company.

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 with the following web link:https://https:// www.metropolisindia.com/newdata/Investors/Annual%20Reports/21-22/MGT-7.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. 50to 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 of Directors in their meeting held on 11 February 2022 approved revisedPolicy on Related Party Transactions ("RPT Policy") taking into considerationthe amendments in SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015effective from April 012022. The said amended RPT Policy as approved is available on thewebsite and can be accessed through the following link:https://www.metropolisindia.com/newdata/Investors/ code-of-conduct/MHL RPT%20Policy%20V2final for%20 uploading.pdf

During the Year under review all the Related Party Transactions were done in theordinary Course of Business and at arms Length. There are no materially significantRelated Party Transactions made by the Company with its Promoters Directors KeyManagerial Personnel or other Designated persons which may have a potential conflict withthe interest of the Company at large.

Further since the transactions with the related parties were in the ordinary course ofbusiness and at arm's 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.41 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) theStatutory Auditors of the Company will be re-appointed by the Company in the ensuingAnnual General Meeting (AGM) to be held for the Financial Year 2021-22 for a period of 4years as per the provisions of the Companies Act2013 subject to the approval of theMembers in the ensuing Annual General Meeting. They have indicated their willingness tocontinue as the Statutory Auditors of the Company for the next term and hence theirappointment is being recommended to the Members of the Company for a further period of 4years from the conclusion of 22nd Annual General Meeting until the conclusionof Annual General Meeting of the Company to be held in the Financial year 2026-27 on suchremuneration as may be agreed by the Board in addition to the reimbursement of servicetax and actual out of pocket expenses incurred in relation with the audit of accounts ofthe Company.

The Auditors Report for the Financial Year ended 31 March 2022 does not contain anyqualification reservation or adverse remark. Further the Auditors have expressed anUnmodified Opinion on the Audited Financial Statements (Standalone and Consolidated) forthe financial year ended 31 March 2022.

Pursuant to provisions of the Section 143 (12) of the Companies Act 2013 neither theStatutory Auditors nor the Secretarial Auditor have reported any incident of fraud to theAudit or the Risk Committee during the year under review. Secretarial Auditor andSecretarial Audit Report Pursuant to Section 204 read with Section 134(3) of the CompaniesAct 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the Board of Directors had appointed M/s. Manish Ghia & AssociatesPracticing Company Secretaries Mumbai to undertake the Secretarial Audit of the Companyfor the Financial Year ended 31 March 2022. The Secretarial Audit Report in the prescribedForm No. MR-3 is attached as "Annexure 2 " and forms a part of this Report.

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

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 wereappointed by the Board of Directors in their meeting held on May 27 2021 to conductinternal audit reviews of the Company for the Financial Year 2021-22 and the InternalAuditor directly reports to the Audit Committee 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 dematerialized 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 ManagementCommittee which defines the risk management approach of the Company and includescollective identification of risks impacting the Company's business and documents theirprocess of identification mitigation and optimization of such risks. The Risk ManagementPolicy is available on the website of the Company and can be accessed through thefollowing weblink:

https://www.metropolisindia.com/newdata/Investors/code- of-conduct/MHLRisk-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 financial controls.Further the members of the Audit Committee interact with the Statutory Auditors InternalAuditors and Management in dealing with matters within its terms of reference. During theyear such controls were assessed to find out any weaknesses in them. Services ofprofessional consultants were obtained to remove such weaknesses wherever required andensuring that the internal financial controls are robust and are operating effectively.The Company is complying with all the applicable Indian Accounting Standards (Ind AS). Theaccounting records are maintained in accordance with generally accepted accountingprinciples in India. This ensures that the financial statements reflect true and fairfinancial position of the Company.

The details of the internal financial control systems and their adequacy are includedin a detailed manner in Management Discussions and Analysis Report which forms part ofthe Annual Report.

MAINTENANCE OF COST RECORDS

Provisions of maintenance of Cost records as specified by the Central Government underSection 148 (!) of Companies Act 2013 are applicable to the Company. Accordingly suchCost accounts are made and the Cost records are maintained by the Company in theprescribed format.

COST AUDITOR

Pursuant to the provisions of Section 148 of the Companies Act 2013 the Company isrequired to conduct audit of its Cost records by a Cost Accountant. The Board of Directorsof the Company had on the recommendation of the Audit Committee approved the appointmentof M/s. Joshi Apte & Associates (Registration No. 00240) as the Cost Auditors of theCompany to conduct Cost audit as prescribed under the Companies (Cost Records and Audit)Rules 2014 for the Financial Year 2022-23. The Board of Directors on recommendation ofthe Audit Committee have approved a remuneration of Rs 150000 plus applicable GSTand reimbursement 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 as 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://www.metropolisindia.com/newdata/Investors/CSR/ MHI-Revised+CSR+policvwef+May+77-7071.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 theCompany regarding compliance of the conditions of Corporate Governance as stipulated inPart C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 are provided in a separate section and forms part of the Annual Reportof the Company.

CREDIT RATING

During the year under review CRISIL a Credit Rating agency has revised its Ratingfrom 'CRISIL AA-/Stable' to 'CRISIL AA-/ Positive' on the Non-Convertible Debentures andthe longterm loan facility of the Company

Further CRISIL has also reaffirmed 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 31 March 2022.

EMPLOYEE STOCK OPTIONS / RSU PLAN

The Nomination and Remuneration Committee of the Company inter alia administers andmonitors the Employees' Stock Option Plan as well as the Metropolis - Restrictive StockUnit Plan 2020 of the Company in accordance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 ("SEBI Regulations").During the year under review there was no change in the ESOP scheme of the Company.

During the year under review the following allotment of shares took place pursuant toMESOS 2015 and RSU Plan 2020

Date of Allotment No. of Equity Shares allotted under MESOS 2015 No. of Equity Shares allotted under MHL - RSU Plan 2020
27 May 2021 12100 -
08. July 2021 - 25416
06 August 2021 15800
11 October 2021 - 364
05 January 2022 - 1626
TOTAL 27900 27406

The details of Employee Stock Options / Units pursuant to Section 62 of the CompaniesAct 2013 read with Rules made thereunder and SEBI (Share Based Employee Benefits)Regulations 2014 are provided in RsAnnexure 4' to this Report.

INDUSTRIAL RELATIONS

During the Year under review the Company has maintained cordial and satisfactoryrelations with all its employees.

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 andRemuneration of Managerial Personnel) Rules 2014 is annexed to this Report as"Annexure 5".

The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is available for inspection and any Member interested in obtaining a copy ofthe same may write to the Company Secretary and Compliance Officer of the Company.

DEMATERIALIZATION OF SHARES

All the Shares of your Company are in dematerialization mode except 2 Equity sharesheld in physical mode. The ISIN of the Equity Shares of your Company is INE112L01020.

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 theRule 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 utilization 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 utilizing 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 and development Nil
C FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs in Lakhs)
i) Foreign Exchange inflow
ii) Foreign Exchange outflow

VIGIL MECHANISM/ WHISTLEBLOWER

The Company has a vigil mechanism in place 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://www.metropolisindia.com/newdata/Investors/code- of-conduct/Whistle BlowerPolicy.pdf

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 under review nocases have been received.

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 theCompany 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.

The Directors would also like to thank the Company's Joint Venture Partners Banks andother Stakeholders for their continued co-operation and support in the Company's growthand in its operations.

For and on behalf of the Board of Directors
Sd/-
Dr. Sushil Kanubhai Shah
Place: Mumbai Chairman & Executive Director
Date: July 18 2022 DIN: 00179918

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