Aspira Pathlab & Diagnostics Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting 46th Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended March 31, 2019.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2019 is summarized below:

Rs. In Lakhs

Particulars 2018-19 2017-18
Revenue from operations 763.71 435.78
Other Income 25.32 22.05
Total Income 789.03 457.83
Total Expenses 1307.31 1016.05
Profit/(Loss)Before Tax (518.28) (558.23)
Tax 0.01 -
Current Tax - -
Deferred Tax - -
Net Profit /(Loss) After Tax (518.29) (558.23)

FINANCIAL PERFORMANCE

During the year under review the total income of the Company is Rs. 789.03 lakhs as compared to Rs. 457.83 7 in previous year and loss Reduced to Rs. 518.28 lakhs as compared to Rs. 558.23 lakhs in last year. As the Company has started its pathology business since last two years only, it will take time to break even and earn profit. The Company has set up state of art facility for diagnostic centre, which requires heavy capital & working expenditure, whereas its area of operation is limited to Mumbai & Thane, hence loss has increased. Company will be expanding its area of operation & conducting more test which will generate more revenue leading to more cash profit.

DIVIDEND:

Your directors do not recommend any dividend in the absence of distributable surplus.

TRANSFER TO RESERVE:

During the year under review, no amount has been transferred to the General Reserve of the Company.

SHARE CAPITAL

During the year, the authorised share capital of the Company has increased from Rs.10,00,00,000/- (Rupees Ten Crores) divided into 1,00,00,000 (One Crore) equity shares of Rs. 10/-(Rupees Ten) each to Rs.35,00,00,000/-(Thirty-Five Crores) divided into 2,00,00,000 (Two Crores) Equity shares of Rs. 10/- each and 1,50,00,000 (One Crore Fifty Lakh) 9% Non-Cumulative, Non- convertible, Non-Participating Redeemable Preference Shares of Rs. 10 (Rupees Ten) each and issued, subscribed and paid- up capital of the of the Company has increased from 5,19,30,000 (Five Crores Nineteen Lakhs Thirty Thousand) to Rs. 13,69,30,000/- (Thirteen Crores Sixty Nine Lakhs Thirty Thousand) divided into 81,93,000 (Eighty one lakhs Ninety three thousand) Equity Shares of Rs. 10/-(Rupees Ten) each and 55,00,000 (Fifty Five Lakhs) 9% Non-Cumulative, Non-convertible, Non-Participating Redeemable Preference Shares of Rs. 10/- (Rupees Ten) each.

MANAGEMENT DISUSSION AND ANALYSIS

The Management Discussion and Analysis Report, as required under Regulation 34 of the Listing Regulations, forms part of the Annual Report is attached herewith marked as Annexure - I.

SUBSIDIARY/JOINT VENTURES/ ASSOCIATES COMPANIES:

The Company does not have any subsidiary/ joint venture or associate Company.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposit) Rule, 2014, during the year under review.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH

RELATED PARTY:

All transactions with related parties were reviewed and approved by the Audit Committee.

All related party transactions entered into during FY 2018-19 were on an arm’s length basis and in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the Company’s website.

There are no transactions to be reported in Form AOC-2.

PARTICULARS OF LOANS, INVESTMENT AND GUARANTEES

BY THE COMPANY:

Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

MATERIAL CHANGESANDCOMMITMENTS,IFANY,AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Company has got delisting approval from Metropolitan Stock Exchange of India Limited and Calcutta Stock Exchange Limited w.e.f. April 12, 2018 and October 15, 2018 respectively.

APPOINTMENT OF M/S. SHAREX DYNAMICS (INDIA) PVT. LTD AS THE REGISTRAR AND TRANSFER AGENT OF THE COMPANY.

The Company has appointed M/S. Sharex Dynamics (India) Pvt. Ltd as Registrar and Transfer Agent (RTA) of the Company in place of Niche Technology Limited.

PARTICULARS OF EMPLOYEES

The information required in terms of Section 197 (12) of the Companies Act, 2013, read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 for the year ended March 31, 2019 is provided as Annexure II to this Report.

DIRECTORS

a) RETIREMENT BY ROTATION AND SUBSEQUENT RE- APPOINTMENT

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Articles of Association, Mr. Arvind Bhanushali, (DIN:00011903) Executive Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

The aforesaid re-appointment, with a brief profile and other related information of Mr. Arvind Bhanushali, forms part of the Notice convening the ensuing Annual General

Meeting and the Directors recommend the same for your approval.

b) RESIGNATIONOFDIRECTOR

Dr. Paresh Bhanushali, Executive Director of the Company, resigned from the service of the Company with effect from October 27, 2018 and Dr. Chander Puri, CEO and Executive Director of the Company, resigned w.e.f March 31, 2019. The Board of Directors placed on record their sincere appreciation for the contribution made by Dr. Paresh Bhanushali and Dr. Chander Puri.

c) APPOINTMENT OF DIRECTORS

The Board of Directors of the Company have appointed Dr. Haseeb Drabu as Additional Independent Directors with effect from October 27, 2018, who shall hold office till the date of ensuing Annual General Meeting, unless reappointed by the shareholders.

d) INDEPENDENTDIRECTORS

In accordance with Section 149(7) of the Act, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence as mentioned under Section 149(6) of the Act and the Listing Regulations.

e) KEYMANAGERIALPERSONNEL(KMP)

Pursuant to the provisions of Section 2(51) and Section

203 of the Act, following are the KMP of the Company.

1. Dr. Pankaj Shah, Managing Director

2. Dr. Chander Puri- CEO & Executive Director (Resigned w.e.f March 31, 2019)

3. Mr. Balkrishna Talawadekar- CFO (Resigned w.e.f May 18, 2019)

4. Mr. Prahlad Bhanushali – Chief Financial Officer (Appointed w.e.f May 19, 2019)

5. Ms. Mamta Mav- Company Secretary

f) MANNER OF FORMAL EVALUATION OF BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUALDIRECTORS:

During the year under review, performance evaluation of the Board as a whole and that of its Committees and Individual Directors have been carried out as per the provisions of the Companies Act, 2013. All Independent Directors of the Company at their meeting held on May 18, 2019 have evaluated the performance of the Board as a whole, Committees of Board, the Chairman of the Company and the Non Independent Directors as per the criteria adopted by the Board. The performance evaluation of the Board was based on various parameters such as qualification of Board Members, their diversity of experience and background, whether the Members of the Board met all applicable independence requirements, sufficient number of Board meetings and Committee meetings etc. The performance of the individual Directors was evaluated on parameters such as qualifications, experience, independence, participation in Board Meetings and Committee Meetings, etc. The evaluation of the Independent Directors was carried out by the entire Board excluding the Independent Director being evaluated.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration Committee has framed a Remuneration policy, providing criteria for determining qualifications, positive attributes, independence of a Director and a policy on remuneration for Directors, key managerial personnel and other employees. The detailed Remuneration policy is placed on the Company’s website.

STATUTORY AUDITORS:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. P Khetan & Co., Chartered Accountants, Kolkata, hold office up to the conclusion of the ensuing Annual General Meeting of the Company.

AUDITORS REPORT

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

INTERNAL AUDITORS

Based on the recommendation of the Audit Committee of the Company, the Board of Directors of the Company had appointed M/s. CNK & Associates LLP as the Internal Auditors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

1. In the preparation of the annual accounts for the financial year ended 31st March, 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year ended 31st March, 2019.

3. That the Directors have taken sufficient and proper care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting material fraud and other irregularities.

4. That the Directors have prepared the Annual Accounts on a going concern basis.

5. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

6. There are proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

8. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2018-19.

RISK MANAGEMENT POLICY

The Risk Management policy of the Company lays down the framework of Risk Management promoting a proactive approach in reporting, evaluating and resolving risks associated with the business. Mechanisms for identification and prioritisation of risks include scanning the business environment and Internal risk factors. Identified risks are used as one of the key inputs for the development of strategy and business plan.

SECRETARIAL AUDIT REPORT

A Secretarial Audit Report for the year ended 31st March, 2019 in prescribed form duly audited by the Practicing Company Secretary, Santoshkumar K Pandey, Mumbai is annexed herewith as annexure III and forming part of the report.

PREVENTION OF INSIDER TRADING

Your Company has adopted the "Code of Conduct on Prohibition of Insider Trading" and "Code for fair disclosure of Unpublished Price Sensitive Information" for regulating the dissemination of Unpublished Price Sensitive Information and trading in securities by insiders. The said codes are also available on the website of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and

Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report as Annexure – IV.

CORPORATE GOVERNANCE

Corporate Governance is essentially a system by which companies are governed and controlled by the management under the direction and supervision of the board in the best interest of all stakeholders. Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance Practices.

The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities. As a part of its growth strategy, it is committed to high levels of ethics and integrity in all its business dealings that avoid conflicts of interest. In order to conduct business with these principles, the Company has created a corporate structure based on business needs and maintains a high degree of transparency through regular disclosures with a focus on adequate control systems.

However, as per provisions of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, providing a separate report on Corporate Governance under Regulation 27 (2) is not applicable to the Company.

BOARD OF DIRECTORS:

a) COMPOSITION AND CATEGORIES OF DIRECTORS

The composition of the Board is in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as well as the Companies Act, 2013. The composition of the Board of Directors consisted of an optimum combination of Executive and Non-Executive Directors and an optimum representation of Independent Directors.

Name of Director Category
Mr. Avinash Mahajan Chairman & Independent Director (Resigned as chairman w.e.f May 18, 2019)
Dr. Haseeb Drabu Independent Director (w.e.f. October 27, 2018) and Chairman (w.e.f May 18, 2019)
Dr. Pankaj Shah Managing Director
Dr. Chander Puri CEO & Executive Director (resigned w.e.f March 31, 2019)
Mr. Arvind Bhanushali Promoter & Executive Director
Dr. Paresh Bhanushali Promoter & Executive Director (Resigned as excutive Director w.e.f October 27, 2018)
Mrs. Mangala Prabhu Independent Director
Ms. Vandana Bhansali Independent Director
Dr. Subhash Salunke Independent Director
Dr. Abhay Chowdhary Independent Director

b) ATTENDANCE OFEACHDIRECTORAT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING ("AGM"):-

5 (five) meetings of the Board of Directors were held during the financial year 2018-19 i.e. on 21st April 2018, 29th May

2018, 11th August, 2018, , 27th October, 2018 and 21st January 2019.

The attendance record of all Directors is as under:

Name of Director No. of Board Meeting Attendance at
Eligibility to attend Attended last AGM held on 29th September, 2018
Mr. Avinash Mahajan 5 5 No
Dr. Pankaj Shah 5 5 Yes
Dr. Chander Puri 5 4 Yes
Mr. Arvind Bhanushali 5 5 No
Dr. Paresh Bhanushali
(Resigned w.e.f. 27th October, 2018) 3 3 No
Mrs. Mangala Prabhu 5 5 Yes
Ms. Vandana Bhansali 5 2 No
Dr. Subhash Salunke 5 4 No
Dr. Abhay Chowdhary 5 3 No
Dr. Haseeb Drabu (Appointed w.e.f October 27, 2018) 2 1 NA

COMMITTEES OF THE BOARD:

The Board of Directors has constituted various statutory committees comprising of Executive, Non-Executive and Independent Directors to discharge various functions, duties and responsibilities cast under the Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other applicable statutes, rules and regulations applicable to the Company from time to time. The Committees also focus on critical functions of the Company in order to ensure smooth and efficient business operations. The Board of Directors is responsible for constituting, assigning, co-opting and fixing the terms of reference of these committees in line with the extant regulatory requirements. The Committees meets at regular intervals for deciding various matters and providing directions and authorizations to the management for its implementation.

Currently, the Board of Directors has the following committees, viz. i. Audit Committee ii. Nomination & Remuneration Committee iii. Stakeholders’ Relationship Committee

The Audit Committee of the Company Comprises of following as members

Sr. No. Name of Director Designation in the committee
1. Mrs. Mangala Prabhu Chairperson
2. Mr. Avinash Mahajan Member
3. Ms. Vandana Bhansali Member
4. Mr. Arvind Bhanushali Member

The Nomination and Remuneration Committee of the Company Comprises of following as members

Sr. No. Name of Director Designation in the committee
1. Ms. Vandana Bhansali Chairperson
2. Mr. Avinash Mahajan Member
3. Mrs. Mangala Prabhu Member

The Stakeholders Relationship Committee of the Company Comprises of following as members

Sr. No. Name of Director Designation in the committee
1. Mrs. Mangala Prabhu Chairperson
2. Mr. Arvind Bhanushali Member
3. Mr. Avinash Mahajan Member

CODE OF CONDUCT

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a Code of Conduct for its Directors and Senior Management, incorporating duties of a Directors as laid down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and Senior Management of the Company and the same has been placed on Company’s website at www.aspiradiagnostics.com

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

The Company has adopted a Whistleblower Policy and Vigil Mechanism to provide a formal mechanism to the Directors, employees and its stakeholders to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or Ethics Policy. Protected disclosures can be made by a whistleblower through several channels. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is appended as Annexure V to this report.

SIGNIFICANTAND MATERIALORDERS PASSED BYTHE REGULATORS OR COURTS:

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

INFORMATION UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITIONAND REDRESSAL)

ACT, 2013:

The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has formed a Committee to redress complaints received regarding sexual harassment. During the year under review, no such complaints have been filed with the Committee.

GENERAL

Yours Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/ events during the year under review:

a) Change in nature of Company’s business

b) No material fraud has been reported by the Auditors to the Audit Committee of the Board.

APPRECIATION

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels. Further, the Directors would also like to express their gratitude for the continued support of all the stakeholders and last, but not the least our valued Members, for all their support and trust reposed in the Company.

FOR ASPIRA PATHLAB & DIAGNOSTICS LIMITED
SD/- SD/-
Dr. Pankaj J Shah Arvind K Bhanushali
Place: Mumbai Managing Director Director
Date: 20/07/2019 DIN :- 02836324 DIN: 00011903