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Shalby Ltd.

BSE: 540797 Sector: Health care
NSE: SHALBY ISIN Code: INE597J01018
BSE 10:17 | 07 Apr 47.30 4.15
(9.62%)
OPEN

47.00

HIGH

47.30

LOW

44.45

NSE 10:09 | 07 Apr 47.50 4.30
(9.95%)
OPEN

45.70

HIGH

47.50

LOW

44.50

OPEN 47.00
PREVIOUS CLOSE 43.15
VOLUME 3204
52-Week high 148.55
52-Week low 40.05
P/E 10.58
Mkt Cap.(Rs cr) 511
Buy Price 47.45
Buy Qty 2700.00
Sell Price 47.30
Sell Qty 16.00
OPEN 47.00
CLOSE 43.15
VOLUME 3204
52-Week high 148.55
52-Week low 40.05
P/E 10.58
Mkt Cap.(Rs cr) 511
Buy Price 47.45
Buy Qty 2700.00
Sell Price 47.30
Sell Qty 16.00

Shalby Ltd. (SHALBY) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting the Fifteenth AnnualReport on business and operations of the Company and audited financial statements for thefinancial year ended March 31 2019.

FINANCIAL RESULTS

[ र in Million]
Particulars Standalone Consolidated
2018-19 2017-18* 2018-19 2017-18*
Income from Healthcare Services 4611.06 3802.86 4609.51 3779.94
Other Income 97.45 96.30 96.35 100.10
Total Expenditure 4201.26 3349.61 4201.98 3342.75
Profit before Interest Depreciation and Tax 908.69 886.47 907.11 880.66
Finance Cost 71.40 112.59 71.50 114.81
Depreciation/Amortization 330.04 224.32 331.73 228.56
Profit Before Tax 507.25 549.56 503.88 537.29
Provision for Taxation (Inclusive of provision for deferred tax) 186.23 144.86 187.33 145.59
Profit After Tax 321.01 404.69 316.55 391.70
Other comprehensive income 0.73 2.74 0.74 2.81
Total Comprehensive income 321.75 407.42 317.30 394.51
Opening Balance In Retained Earnings 2043.03 1700.04 1895.84 1619.48
Amount available for appropriation 2364.78 2043.03 2213.19 1895.84

* The Company has restated its financials for previous and earlieryears due to prior period errors and restated figures have been given to make itcomparable with the figures for the year under review. Refer detailed note no. 43 to thenotes to the Standalone Financial Statements for restatements.

PERFORMANCE OVERVIEW

During the year under review the income from healthcare services ofthe Company increased to र 4611.06 million as compared to र 3802.86 million in theprevious year registering a growth of 21.25%. The EBITDA for the year under review is र908.69 million against previous year of र 886.47 million registering growth of 2.51%. YourCompany has earned Profit after tax of र 321.01 million against र 404.69 million in theprevious year.

During the year under review the consolidated income fromhealthcare services increased to र 4609.51 million as compared to र 3779.94 million in theprevious year registering a growth of 21.95%. The consolidated EBITDA exhibited a growthin of 3.01% in Fiscal 2019 rising to र 907.11 million from र 880.66 million in theprevious financial year.

Consolidated Profit Margins:

Profit before tax (PBT) for Fiscal 2019 declined to र 503.88 million ascompared to र 537.29 million in the previous year due to higher depreciation higheremployee cost and increase in payments to Doctors and Consultants. Profit after tax (PAT)stood at र 316.55 million against र 391.70 million in the previous year. PAT margindecreased to 6.73% in Fiscal 2019 as compared to 10.1% in the previous year due to abovementioned reasons and higher effective tax rate.

Consolidated Earnings per Share:

The EPS of the Company increased from र 2.47 in the previous year to र2.93 in Fiscal 2019.

DIVIDEND

The Board of Directors has recommended a dividend of र 0.50 per equityshare (5% on the face value of र 10 each) on the paid up share capital of the Company forfinancial year ended on March 31 2019 amounting to र 54.00 million which if declared atthe ensuing Annual General meeting scheduled on August 26 2019 will be paid to thoseshareholders whose names appear in the Register of members as at closing hours of businesson August 19 2019 (‘Record date'). In respect of shares held in electronicform the dividend will be paid on the basis of beneficial ownership furnished by thedepositories viz. NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closedfrom Tuesday August 20 2019 to Monday August 26 2019 (both days inclusive).

BUSINESS AND STRATEGY

Nashik Project: The Company had entered into definitive agreement(O & M Agreement) with Samruddhi Hospital P. Ltd in the year 2014 to operate andmanage the hospital for a period of 30 years. Currently the construction of hospitalbuilding is underway and it is expected that your Company may receive possession of readyto use 113 bedded hospital later part of FY 2019-20. Under this arrangement Samruddhiwill construct the hospital building and hand over to your Company ready to use buildingto manage the hospital and your Company will invest estimated capex of र 250Million thereto.

Mumbai Project: The Company is under process to set up 175 beddedhospital in the heart of Mumbai Santacruz to be equipped with state of the art equipmentand technology. The existing structure in place is an old building over 60 years whichneeds to demolished completely and your Company together with counterpart is in theprocess of demolition of existing structure at place to commence new buildingconstruction. It is expected that necessary permission for demolition of existingstructure will be received very soon thereafter your Company will start the constructionand complete the new hospital building by October 2022 after investing estimated capex ofर 1500 Million and we estimate to start the operations there in later part of FY 2023.

Vadodara Project: Due to disagreement between the Company and theother party on commercial terms the definitive agreement has not been signed andtherefore the Board of Directors of the Company has cancelled the said project.

The Company is looking forward to expand its foot prints in Tier 1& 2 cities where the demand supply gap is substantial. Historically the Company hasgrown better than industry average and your Company is committed to outperform theindustries average growth in coming years.

Enhancement of information technology infrastructure:

Your Company has embarked upon a massive Business TransformationProgramme leveraging Information Technology to give best in digital healthcare servicedelivery. This programme is aligned to the Company's vision of becoming a leadingsmart hospital and taking digital technologies and automation to new heights. Withtechnology-enabled hospital services the Company aims to enhance quality of patient careand safety streamline operations improve efficiencies facilitate processstandardisation and drive growth. Members are requested to refer Management Discussion andAnalysis section for detailed information on enhancement of information technologyinfrastructure in the Company.

CREDIT RATING

During the year under review the credit rating on term loans and fundbased facilities has been upgraded from [ICRA A-] (pronounced as ICRA A minus) to [ICRA A](pronounced as ICRA A) and the outlook on the long term rating to "Positive"from "Stable". This rating indicates adequate degree of safety regarding timelyservicing of financial obligations and low credit risk.

UTILIZATION OF IPO PROCEEDS & LISTING

During the year FY 2017-18 the Company had completed its initialpublic offering of 20354838 equity shares of र 10 each at price of र 248 per equityshare (including premium of र 238 per share) comprising of fresh issue of 19354838equity shares amounting to र 4800 million and offer for sale of 1000000 equity sharesamounting toर 248 million aggregating to र 5048 million. The said equity shares got listedon National Stock Exchange Limited and BSE Limited effective from December 15 2017. Theproceeds of the issue were proposed to be utilized for repayment or prepayment in full orin part of certain loans availed by our Company purchase of medical equipment forexisting recently set up and upcoming hospitals purchase of interiors furniture andallied infrastructure for upcoming hospitals and General corporate purposes. Out of theIPO proceeds of र 4800 million your Company has utilized र 3873.91 million as perobjects of the offer and unutilized amount of र 690.37 million has been temporarilyinvested in the fixed deposits with scheduled commercial Bank.

Your Company has appointed HDFC Bank Limited as Monitoring agency interms of regulation 16 of SEBI (Issue of Capital and Disclosure Requirements) Regulation2009 as amended to monitor the utilization of IPO proceeds and Company has obtainedmonitoring reports from the Monitoring agency from time to time and filed the same withboth exchanges where equity shares of the Company are listed. The said reports issued byMonitoring agency together with statement of utilization of issue proceeds preparedpursuant to regulation 32 of SEBI(LODR) Regulation 2009 are available athttps://www.shalby.org/investors under Statement of Utilization / Deviation or Variation– IPO Proceeds. There has been no deviation in the utilization of net IPO proceedsfrom the initial Public offer as stated in the prospectus. However the utilization is notas per timeline that was originally proposed in the offer documents. There is a delay inutilization of IPO proceeds which is within the extended timeline provided in theoffer documents.

The attention of the members is invited that only 15.13% of IPOproceeds have remained unutilized. The Board of Directors of the Company intends toutilize the unutilized net IPO proceeds for the new objects and in the manner asset out in the explanatory statement annexed to notice of ensuing annual general meetingand recommends the members to consider and approve the same.

SHARE CAPITAL

During the year under review there is no change in the share capitalof the Company. The authorised share capital of the Company stands at र 1177.50 milliondivided into 117750000 equity shares of र 10 each. The issued subscribed & paid upshare capital of the Company stands at र 1080.10 million divided into 108009770 equityshares of र 10 each.

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON PERFORMANCE OFSUBSIDIARIES

Your Company has four subsidiary companies viz. Vrundavan ShalbyHospitals Limited Shalby (Kenya) Limited Shalby International Limited (earlier known asShalby Pune Limited) Yogeshwar Healthcare Limited and Grifin Mediquip LLP. In accordancewith the provisions of Section 129(3) of the Companies Act 2013 and Regulation 34 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 theConsolidated Financial Statements form part of this Annual Report which shall also be laidbefore the ensuing Annual General Meeting of the Company.

The Standalone and Consolidated Financial Statements have been preparedin accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014. Areport on the performance and financial position of each of the subsidiaries and LLP asper the Companies Act 2013 is provided as Annexure A which forms part of this Report. Thefinancial statements of the Company and subsidiary companies shall be available forinspection by any shareholder(s) during working hours at the Company's registeredOffice and that of the respective subsidiary companies concerned. In accordance withSection 136 of the Companies Act 2013 the audited financial statements includingconsolidated financial statements and related information of the Company and auditedaccounts of each of its subsidiaries are available at Annual Reports section ofhttps://www.shalby.org/ investors

AWARDS & RECOGNITIONS

During the Fiscal your company has been awarded with the "MedicalValue Travel Specialist Hospital Award 2018" in the category-"Orthopedics-JointReplacement" instituted by Ministry of Commerce & Industry Government of Indiaand FICCI. In January 2019 Shalby Limited was conferred with "The Best Hospital forMedical Tourism in Gujarat" Award by Tourism Corporation of Gujarat Limited.

ANNUAL RETURN

The Annual return of the Company for FY 2017-18 has been placed on thewebsite of the Company and available at https://www. shalby.org/investors/ Annual Return.The Company will also place annual return-Form No MGT-7 for FY 2018-19 on completion ofensuing annual general meeting of shareholders of the Company. The extract of AnnualReturn –MGT-9 as on March 31 2019 is enclosed as Annexure - B herewith.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186 OF THECOMPANIES ACT 2013

Particulars of loans given investments made guarantees given andsecurities provided in the notes to the standalone financial statements forming part ofthis annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTY U/S 188 OFTHE COMPANIES ACT 2013

Most of the related party transactions that were entered into duringthe financial year were on arm's length basis however few transactions were not atarm's length basis and your Company has accordingly taken approval of auditcommittee Board of Directors and shareholders whenever applicable. Pursuant to Regulation23 of the Listing Regulations all related party transactions were placed before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions for their review and approval.

During the year under review there were no material transactions withrelated parties in terms of regulation 23 of SEBI Listing Regulations. The details of therelated party transactions are provided in the Annexure - C (AOC - 2) pursuant to Section134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014. Yourdirectors draw the attention of members to the notes to the financial statements which setout related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATION

During the year under review Dr. Darshini Shah [DIN: 00013903]Non-Executive Director resigned from the Board of Directors of the Company with effectfrom May 7 2018. The Board upon recommendation by Nomination and remuneration Committeeappointed Mrs Sujana Shah as an Additional Director in the category of Non-ExecutiveIndependent Director for a period of 5 years with effect from May 7 2018 whoseappointment has been ratified by the members in 14th Annual General meeting. Mr. RaviBhandari ceased to be CEO of the Company w.e.f. June 30 2018.

As on March 31 2019 Dr. Vikram Shah Chairman & ManagingDirector Mr Prahlad Rai Inani Chief Financial Officer and Mr Jayesh Patel CompanySecretary of the Company are the Key Managerial Personnel as per the provisions of theCompanies Act 2013. There is no change in Key Managerial Personnel during the year underreview except Mr Prahlad Rai Inani who has joined as Chief Financial Officer in place oferstwhile CFO Mr Shantilal Kothari w.e.f. August 13 2018.

DIRECTORS RETIRING BY ROTATION

In terms of section 152 of the Companies Act 2013 Mr Ashok Bhatia(DIN: 02090239) being the longest in the Office shall retire at the ensuing AnnualGeneral Meeting and being eligible for reappointment offers himself for re-appointment.

A brief resume of Director being re-appointed along with the nature ofhis expertise his shareholding in the Company and other details as stipulated underRegulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is appended as an annexure to the Notice of the ensuing Annual GeneralMeeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the IndependentDirectors confirming that they meet criteria of independence as prescribed under Section149 (6) of the Companies Act 2013 and under Regulation 16(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and they have also confirmedthat they are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair their ability to discharge their duties with an objectiveindependent judgment and without any external influence.

BOARD MEETINGS

The Board met four times during the year under review on May 7 2018August 13 2018 October 25 2018 and January 28 2019. The numbers of meetings and itsattendance have been provided in the Report of Corporate Governance.

COMMITTEES

The Company has various committees which have been formed in complianceof provisions of Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and are in compliance with the provisions of relevantstatutes. During the year the Board had dissolved IPO committee as their objectives havebeen achieved.

The Board has at present following committees.

i. Audit and Risk Management Committee

ii. Stakeholder Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

v. Management Committee

The terms of reference of Audit & Risk management committeeNomination and remuneration committee and stakeholder relationship committee has beenamended in order to incorporate amendment made in SEBI(LODR) Regulations 2015. Thedetails with respect to the compositions powers roles terms of reference numbers ofmeetings along with their attendance etc. of respective Committees are provided in detailin the ‘Report on Corporate Governance' which forms part of this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors affirms that the Company has complied with theapplicable Secretarial Standards (SS1 and SS2) issued by the Institute of CompaniesSecretaries of India relating to Meetings of the Board its Committees and meeting ofshareholders which are made mandatory.

POLICY ON APPOINTMENT AND REMUNERATION TO DIRECTORS KMP & SENIORMANAGEMENT PERSONNEL

Company's policy on Directors' appointment and remunerationand other matters provided in Section 178(3) of the Companies Act 2013 has been disclosedbriefiy in the Corporate Governance Report which forms part of this Report. YourCompany‘s Policy on remuneration for the Directors' Key Managerial Personneland other employees and Company's policy on Directors' appointment includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013. The policy has been modified effective from April 1 2019 to carry out changes madeby SEBI (LODR) (Amendment) Regulations 2018. The revised policy is available athttps://www.shalby.org/wp-content/uploads/2018/01/Nomination-Remueration-Policy final. pdf

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company upholds the standards of governance and is compliant withthe provisions of Corporate Governance as stipulated under SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015. The Report on Corporate Governance for FY2018-19 as per Regulation 34(3) read with Schedule V of the SEBI (LODR) Regulations2015 forms a part of this Annual Report. The Certificate from Practicing Company Secretaryconfirming the compliance with the conditions of corporate governance as stipulated byRegulation 34(3) of SEBI L ( ODR) Regulations 2015 is annexed to this Report.

In compliance with Corporate Governance requirements as per the SEBIListing Regulations your Company has formulated and implemented a Code of Conduct for allBoard members and senior management personnel of the Company who have affirmed thecompliance thereto and the same is available at https://www.shalby.org/wp-content/uploads/2018/01/Code-of-Conduct-for-Directors-Senior-Management.pdf

In terms of regulation 34 of the Listing Regulations the ManagementDiscussion and Analysis Report on the Company's financial and operationalperformance industry trends business outlook and Initiatives and other material changeswith respect to the Company and its subsidiaries wherever applicable and CMD/ CFOCertificates thereto are presented in separate section which forms part of the AnnualReport.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEE

The criteria for performance evaluation and the statement indicatingthe manner in which formal annual evaluation has been made by the Board are given in the‘Report on Corporate Governance' which forms part of this Annual Report.

Pursuant to provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out anannual evaluation of its own performance Board committees and individual directors in themanner prescribed in Performance Evaluation Policy which is available at https://www.shalby.org/wp-content/uploads/2018/01/Performance-Evaluation-Policy-for-BOD.pdf

DEPOSITS

During the year the Company has not accepted any fixed deposits fromthe public as per provisions of section 73 to 76 of the Companies Act 2013 and Rules madethere under. Hence the disclosures as required under Rule 8 (5) (v) & (vi) of theCompanies (Accounts) Rules 2014 are not applicable to your Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act 2013 your Directorshereby confirm that:

a) in the preparation of the annual accounts for the year ended March31 2019 the applicable accounting standards read with requirement set out under ScheduleIII to the Act have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit and loss of the company for that period;

c) they had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Particulars of Energy Conservation Technology Absorption and ForeignExchange Earnings and Outgo required under the Companies (Accounts) Rules 2014

(A) Conservation of Energy:

The operations of the Company are not energy-intensive.

However significant measures are being taken to reduce the energyconsumption by using energy efficient equipment.

Phasing out of CFL lamps to LED lights

Introduction of timer based operation of air handling unitsto reduce power consumption

Energy optimisation practices implemented in transformeroperation

VFD installation for AHU motor in a phased manner

All lifts and OT AHUs are operated with VFD panels

For recently commissioned units building orientation hasbeen so designed that helps to maximise use of Day Light and to reduce heat gain in orderto reduce energy consumption.

For recently commissioned units the building is beingconstructed by using structural steel to reduce embedded energy and also to reduce theimpact of construction activities to the neighborhood and environment.

The glass used for facade in a number of facilities isdouble glased and is energy efficient low emissivity type which helps in reducing solarbeat gain coefficient while improving the visibility.

Rain water harvesting system installed at our green fieldrecently completed projects to conserve natural resources

There would not be a material financial implication of these measuresas energy costs comprise a very small portion of your company's total expenses.

(B) Technology absorption:

I. The effort made towards technology absorption;

Over the years your Company has brought into the country the besttechnology available in healthcare to serve the patients better and to bring healthcare ofinternational standard within the reach of every individual.

In order to promote indigenous technology absorption the followingequipment has been installed at our various units;

a) Blood bank equipment including Deep freezer Blood bankrefrigerator Platelet agitator/ incubator Blood collection monitor and tube sealerDonor couch compofuge

b) X-ray system;

c) Dialysis machine;

d) Ventilator;

e) CT scanning machines;

f) MRI scanning machines;

g) Ultrasound systems; and

h) Linac systems.

II. The benefit accrued due to this is primarily cost reduction fromimport substitution considering the impact of exchange rate fluctuation and revision ofcustoms duty tariffs. The performance and quality of these equipments have been found tobe quite satisfactory.

The details of latest medical equipment/machinery imported andinstalled at various units of Shalby are set out below:

Technology absorption adaption and innovation Benefits Imported technology from
Dialysis Machine Haemodialysis machine which achieves the extracorporeal removal of waste products such as creatinine and urea and free water from the blood when the kidneys are in a state of kidney failure. Germany
Ventilator It is designed to move breathable air into and out of the lungs to provide artificial controlled breathing for a patient who is physically unable to breathe or breathing insufficiently. Used in Intensive care units Sweden
EMG/NCV machine It machine is used to measure neuro signals and nervous system of the patient Japan
Headlight for OT It is used during Surgery in OT in order to provide extra light at low temperature for Doctor's comfort. USA
Central Monitoring system Connected Central Monitor system with all patients' standalone monitors in order to monitor parameters in doctor's surveillance Japan
Patient Monitor To monitor patient's parameters - SPO2 ECG NIBP Temperature Respiration CVP BP ETCO2 & Anesthesia Gas Monitor Japan
Defibrillator without pacing Biphasic It is used to survive patient from cardiac arrest by DC shock treatment. Japan
Gatroscope / Colonoscope / ERCP SCOPE / BRONCHOSCOPE It is used in non surgical procedure used to examine patient's digestive tract Japan

 

Technology absorption adaption and innovation Benefits Imported technology from
Manual Rotary Microtome Leica Microtome is used in microscopy allowing for the preparation of samples for observation under transmitted light or electron radiation. Germany
Software & Hardware Upgradation for CT Valumatry Installed for better image & analysis of Liver transplant patient Germany

Apart from above various other small equipment imported from overseaswhich are installed at various units of Shalby.

III. The expenditure incurred on Research and Development

NIL

(C) Foreign exchange earnings and expenditure:

[ र in Million]
Particulars 2018-2019 2017-2018
Earnings in Foreign Currency 111.57 134.75
CIF Value of Imports - 26.84
Expenses in Foreign Currency 9.06 11.84

PARTICULARS OF EMPLOYEES & REMUNERATION

The details regarding ratio of remuneration of each director to themedian employee's remuneration and other details as required in section 197(12) ofthe Companies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is appended herewith as Annexure - D.

The statement containing information as per provision of Section197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in separate annexure forming part of thisreport. However Annual Report is being sent without the said annexure. In terms ofprovisions of section 136 of the Companies Act 2013 the said annexure is open forinspection at the registered Office of the Company during the Office hours. Any memberinterested in obtaining the copy of the same may write to the Company Secretary at theRegistered Office of the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adopted policies and procedures for ensuring theorderly and efficient conduct of its business including adherence to company'spolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial disclosures. The Company has in place adequate internal financialcontrols in order to ensure that the financial statements of the Company depict a true andfair position of the business of the Company. The Company continuously monitors and looksfor possible gaps in its processes and it devices and adopts improved controls wherevernecessary.

RISK MANAGEMENT

At Shalby Limited risks are measured estimated and controlled withthe objective to mitigate adverse impact. Your company's fundamental approach to riskmanagement includes anticipate identify and measure the risk. Your company has in placea mechanism to monitor and mitigate various risks associated with the business. TheCompany has adopted a risk management policy which inter alia sets out our approachtowards risk assessment risk management and risk monitoring which is periodicallyreviewed by the Board. The said policy is available at https://www.shalby.org/wp-content/uploads/2018/12/Risk-Management-Policy Final.pdf

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed aWhistle Blower Policy. The policy enables the employees to report genuine concerns to themanagement regarding instances of unethical behavior actual or suspected fraud orviolation of Company's Code of Conduct or mismanagement if any. Further themechanism adopted by the Company encourages the Whistle Blower to report genuine concernsor grievances and provide for strict confidentiality adequate safeguards againstvictimisation of Whistle Blower who avails of such mechanism and also provides for directaccess to the Chairman of the Audit and Risk Management Committee in appropriate cases.The functioning of vigil mechanism is reviewed by the Audit and Risk Management Committeefrom time to time. None of the Whistle blowers has been denied access to the Audit andRisk Management Committee of the Board pertaining to whistle blower policy. The said VigilMechanism and Whistle-Blower Policy is available at https://www.shalby.org/wp-content/uploads/2018/01/Vigil-Mechanism-and-Whistle-blower policy-1.pdf

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act yourCompany has constituted a CSR Committee which comprises Mr. Umesh Menon Chairman Mr.Shyamal Joshi and Mrs. Sujana Shah as its members as on March 31 2019. The Company hasalso framed a CSR Policy in compliance with the provisions of the Act which is availableat https://www.shalby.org/wp-content/uploads/2018/12/Corporate-Social-Responsibility-CSR-Policy.pdf The Annual Report on CSRactivities outlining geographical areas for CSR activities composition of CSR committeeamount of CSR fund to be expended etc is annexed herewith as Annexure - E.

OTHER DISCLOSURES AND INFORMATION

1. Anti-sexual Harassment of Women at workplace

Your Company has adopted a Policy on prevention prohibition andredressal of sexual harassment at workplace under the provisions of Sexual Harassment ofWomen at the workplace (Prevention Prohibition and Redressal) Act 2013 and rules framedthereunder. The Company has anti Sexual harassment Committee to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year under review there was onecomplaint received which was investigated and resolved and there were no complaintspending at March 31 2019.

2. Significant or Material Orders passed by the Authority

No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status of the Company and its futureoperations.

3. Material changes and commitments affecting financial position

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the financial year underreview and to the date of this report.

AUDITORS

Statutory auditor & auditors' report

Pursuant to Section 139 of the Companies Act 2013 M/s. T. R. Chadha& Co. LLP Chartered Accountants has been appointed as Statutory Auditors of theCompany for a period of 5 consecutive years who holds the Office from the conclusion of14th AGM till the conclusion of 19th AGM.

The said Statutory auditors have confirmed that they have not incurredany of the disqualification as mentioned in section 141(3) of the Companies Act 2013 andthe Rules framed thereunder.

During the year the Auditors had not reported any matter under Section143(12) of the Act and therefore no detail is required to be disclosed under Section134(3) (ca) of the Act.

The Statutory Auditor's comment on your company's account forthe year ended March 31 2019 are self-explanatory in nature and do not require anyexplanation. The Auditors Report does not contain any qualification or adverse remarks.

Internal auditor

During the year under review M/s. PriceWaterHouse Coopers Pvt. Ltd.was appointed as Internal Auditors to conduct internal audit as per agreed scope of workspursuant to the provision of section 138 of Companies Act 2013 read with Companies(Accounts) Rules 2014. They were re-appointed as Internal Auditor for FY 2019-20 toconduct internal audit of the functional activities of the Company.

Cost auditors and cost records

Pursuant to the provisions of Section 148 of the Companies Act 2013read with Companies (Audit and Auditors) Rules 2014 and Companies (Cost Records andAudit) Rules 2014 M/s. Borad Sanjay B & Associates has been appointed as CostAuditors by the Board of Directors on the recommendation of Audit Committee for audit ofcost records for the year ended on March 31 2019 and their remuneration was ratified bymembers at the 14th Annual General meeting of the Company.

Your Company has received consent along with confirmation from M/s.Borad Sanjay B & Associates that the appointment is in accordance with the applicableprovisions of the Act and Rules framed thereunder and they do not hold anydisqualification under section 139 148 and 141 of the Companies Act 2013 for theirappointment for FY 2019-20. The Board of Directors of the Company re-appointed M/s. BoradSanjay B & Associates for audit of cost records for the year ended on March 31 2020at a remuneration of र 100000/- plus applicable taxes and reimbursement of out of pocketexpenses incurred if any in connection with the cost audit. The Board of Directors ofthe Company recommended the members for their ratification.

The Company has maintained cost account and records as specified byCentral Government under Section 148(1) of the Act read with Rule 8 of Companies(Accounts) Rule 2014.

Secretarial auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013read with Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014your Company had appointed Mr Shambhu J. Bhikadia Practicing Company Secretary (PCSRegistration no. 3894) to conduct the Secretarial Audit of the Company for the year endedMarch 31 2019. The Secretarial Audit Report for the FY 2018-19 does not contain anyqualification reservation or adverse remarks and is annexed to this Report as Annexure -F. Your Company has also obtained Certificate from the secretarial auditor certifying thatnone of the directors on our Company has been debarred or disqualified from beingcontinuing as directors of the Company by SEBI Ministry of Corporate Affairs or suchsimilar statutory authority.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciationfor the wholehearted support and contribution made by all Doctors and their team bankersGovernment Authorities auditors and shareholders during the year under review. YourDirectors express their deep sense of appreciation and extend their sincere thanks toevery employee at all level for their dedicated services and look forward their continuedsupport.

CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis maycontain certain statements describing the Company's objectives expectations orforecasts that appear to be forward-looking within the meaning of applicable securitieslaws and regulations while actual outcomes may differ materially from what is expressedherein. The Company is not obliged to update any such forward-looking statements. Someimportant factors that could influence the Company's operations comprise economicdevelopments pricing and demand and supply conditions in global and domestic marketschanges in government regulations tax laws litigation and industrial relations.

Forand on behalf of the Board of Directors
Dr. Vikram I. Shah
Date : May 25 2019 Chairman & Managing Director
Place : Ahmedabad DIN : 00011653