Looks Health Services Ltd Directors Report.

For the Financial Year Ended on 31st March, 2018

Dear Shareholders,

Your Directors have great pleasure in presenting the 7th Annual Report together with the Audited Balance Sheet as at 31st March, 2018 and Profit & Loss Account for the year ended on that date.

1. FINANCIAL STATEMENTS & RESULTS: a. Financial Results

The Companys performance during the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

(Amount in Rs.)

Particular For the financial year ended 31st March, 2018 For the financial year ended 31st March, 2017
Income 21,480,852 23,980,932
Less: Expenses 18,448,380 23,909,622
Profit/ (Loss) before tax 3,032,472 71,310
Less: Provision for tax/Deferred Tax (14,826) (11,476)
Income Tax of earlier years w/off 0 0
Exception Income 0 0
Exception expenditure 0 0
Profit after Tax 3,047,298 59,835
No. of Equity Shares 10500000 10500000
EPS 0.29 0.01

FINANCIAL PERFORMANCE:

The total income of the Company for the year under review stood at Rs. 21,480,852/- (previous year 23,980,932/-). During the year the Company earned net profit of Rs. 3,047,298/- (previous year profit of Rs. 59,835/-).

DIVIDEND:

In order to conserve the resources for future business requirements, your Directors do not recommend dividend for the year under review.

SHARE CAPITAL:

As on March 31, 2018, the paid up equity share capital of the company was INR 10,50,00,000/- i.e. 10500000 equity shares of INR 10 each. There was no change in Paid-up Share Capital of the Company during the Financial Year 2017-18.

BOARD OF DIRECTORS

As on March 31, 2018, the Board comprised of two Executive Directors- Mr. Pritesh Doshi- Whole-Time Director and Dr. Nishita Sheth- Managing Director and two Non-Executive Independent Directors. The Company has received necessary declarations from the Independent Directors stating that they meet the prescribed criteria for independence. Based on the confirmations/disclosures received from the Directors under Section 149(7) of the Companies Act 2013 and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

a) Mr. Deepak Doshi

b) Ms. Quincy Sanadhya

DECLARARTION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company under sub-section (7) of Section 149 of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015.

ANNUAL PERFORMANCE EVALUATION BY THE BOARD:

SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as:

i. Board dynamics and relationships

ii. Information flows

iii. Decision-making

iv. Relationship with stakeholders

v. Company performance and strategy

vi. Tracking Board and committees effectiveness

vii. Peer evaluation

Pursuant to the provisions of the Companies Act, 2013 a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The Board works with the nomination and remuneration committee to lay down the evaluation criteria.

The Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committees of the Company. The Board has devised questionnaire to evaluate the performances of each of executive, non-executive and Independent Directors. Such questions are prepared considering the business of the Company and the expectations that the Board have from each of the Directors. The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

v. Ability to contribute to and monitor our corporate governance practices

CHANGES IN BOARD OF DIRECTORS:

Your Companys Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

The Board has appointed:

1. Ms. Pallavi Jadhav (DIN: 08208922) as an additional Director of the Company with effect from 01st September, 2018 to hold office upto the date of the ensuing AGM. At the said Board Meeting, she has also been appointed as the Managing Director of the Company for a period of five years with effect from 01st September, 2018, subject to approval of the Members at the ensuing AGM. In terms of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Ms. Pallavi Jadhav shall be liable to retire by rotation.

2. Mr. Pritesh Doshi (DIN: 05155318) re appointed as the Whole-time Director of the Company for a period of five years with effect from 01st September, 2018, subject to approval of the Members at the ensuing AGM and in the same meeting he has also been appointed as a Chief Financial Officer of the Company. In terms of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Ms. Pritesh Doshi shall be liable to retire by rotation.

Being a Whole-time Director and Chief Financial Officer of the Company, Mr. Doshi is also a Key Managerial Person (KMP) of the Company in terms of the provisions of Sections 2(51) and 203 of the Companies Act, 2013.

3. Mr. Devendra Sanghvi (DIN: 02251590) as an Additional Director of the Company with effect from 01st September, 2018 to hold office upto the date of the ensuing AGM. At the said Board Meeting, he has also been appointed as the Independent Director of the Company for a period of five years with effect from 01st September, 2018, subject to approval of the Members at the ensuing AGM. In terms of Section 152(6) of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Devendra Sanghvi shall not be liable to retire by rotation.

Your Board recommends their appointment / re-appointment of the above Directors.

Further to the above Ms. Nishita Sheth, Managing Director, Mr. Deepak Doshi, Independent Director and Mr. Prashant Vikram, Chief Financial Officer of the Company has resigned due to their pre-occupations.

The Company has formulated code of conduct on appointment of directors and senior management. This code of conduct can be accessed on the website of the Company at the link http://www.looksclinic.in/download/Policies/code-of-conduct-for-board-of-directors&senior-management.pdf

Additional Information on directors recommended for appointment/re-appointment as required under Regulation 36 (3) of the SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 at ensuing Annual General Meeting are given in the Notice convening 7th Annual General Meeting.

MEETINGS OF THE BOARD:

The Board met 08 (Eight) times during the financial year 2017-18, i.e. on 30th May, 2017, 04th July, 2017, 23rd August, 2017, 04th September, 2017, 14th September, 2017, 14th December, 2017, 18th December, 2017 and 14th February, 2018. The maximum interval between any two meetings did not exceed 120 days.

CHANGES IN KEY MANAGERIAL PERSONNEL (KMPS) DURING THE YEAR 2017 –2018

The Board appointed Ms. Rupali Verma as Company Secretary of the Company w.e.f. 08.12.2017 in place of Ms. Avni Garnara who has resigned from the post of Company Secretary w.e.f 08.12.2017.

COMMITTEES OF THE BOARD:

There are currently three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Report on Corporate Governance and forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013 and according to the information and explanations received by the Board, your Directors state that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. 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 of the company for that period;

c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT 9 is appended to this Report as Annexure- 1.

CORPORATE GOVERNANCE:

Corporate Governance is about maximizing shareholders value legally, ethically and sustainability. At Looks Health Services Limited, the goal of Corporate Governance is to ensure fairness for every stakeholder. We believe Corporate Governance is critical to enhance and retain investor trust. Our Board exercises its judiciary responsibilities in the widest sense of the term. We also endeavour to enhance long-term shareholder value and respect minority rights in all our business decisions. As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Kriplani Milani & Co, Practising Chartered Accountants, on compliance with corporate governance norms under the Listing Regulations, is provided as Annexure -2 to this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report, which gives a detailed account of state of affairs of the Companys operations forms part of this Annual Report as

Annexure -3.

STOCK EXCHANGE:

The Equity Shares of the Company are listed at BSE Limited. The Company has paid the Annual listing fees for the year 2017-2018 to the said Stock Exchange.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Pursuant to Section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All Related Policy Transactions entered during the year were in Ordinary Course of the Business and on Arms Length basis. No Material Related Party Transactions, entered during the year by your Company as per Section 188 of the Companies Act, 2013 which require approval of the member. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The Policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the website of the Company at the link http://www.looksclinic.in/download/Policies/policy-on-material-related-party.pdf

PARTICULARS OF REMUNERATION:

Pursuant to Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial personnel Rules, 2014, details of the ratio of remuneration of each Director to the median employees remuneration are appended to this report as Annexure- 4.

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has adopted a Vigil mechanism / Whistle blower Policy to deal with instance of fraud and mismanagement, if any. The Company had established a mechanism for directors and employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of our Code of Conduct and Ethics. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in the exceptional cases. The details of the Vigil mechanism Policy is explained in the report of Corporate Governance and also posted on the website of the Company. We affirm that during the financial year 2017-2018, no employee or director was denied access to the Audit Committee. http://looksclinic.in/download/Policies/whistle-blower-policy.pdf

REMUNERATION POLICY:

Pursuant to provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing and Obligation Disclosure Requirements) Regulations 2015 and on the recommendation of the Nomination and Remuneration Committee, the Board has adopted a Policy on criteria for appointment of Directors, Key Managerial Personnel, Senior Management and their remuneration. The salient features of the Remuneration Policy are stated in the Report on Corporate Governance which forms part of this Annual Report.

INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. There was no complaint on sexual harassment during the year under review.

The policy can be accessed on the website of the Company at the link http://www.looksclinic.in/download/Policies/policy-on-sexual-harassment.pdf

RISKS AND AREAS OF CONCERN:

The Company has laid down a well-defined Risk Management Policy to identify the risk, analyse and to undertake risk mitigation actions. The Board of Directors regularly undertakes the detailed exercise for identification and steps to control them through a well-defined procedure.

STATUTORY AUDITORS:

At the 3rd Annual General Meeting of the Company held on 30th September, 2014, M/s. Kriplani Milani & Co., Chartered Accountants, Mumbai (having FRN: 130461W), were appointed as Statutory Auditors of the Company to hold office upto the conclusion of 8thAnnual General Meeting.

Vide notification dated May 7, 2018 issued by Ministry of Corporate Affairs, the requirement of seeking ratification of appointment of statutory auditors by members at each AGM has been done away with. Accordingly, no such item has been considered in notice of the 7th AGM.

The Auditors Report for the year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. The Auditors Report is enclosed with Financial Statements in this Annual Report.

INTERNAL AUDITOR:

The Company has appointed M/s. Dhruvaprakash & Co, Chartered Accountants (FRN.: 117674W) as its Internal Auditor. The Internal Auditor has given his reports on quarterly basis to the Audit Committee.

Based on the report of internal audit, management undertakes corrective action in the respective areas and strengthens the levels of Internal Financial and other operational controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has appointed M/s. VKM & Associates, Practicing Company Secretaries, to conduct Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure- 5 to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

The Board of your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

PARTICULARS OF CONSERVATION OF ENERGY, TECHONOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Pursuant to Section 134(3)(m) of the Companies act, 2013 read with Rule 8 of the Companies (accounts) rules, 2014, details regarding the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. CONSERVATION OF ENERGY:

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, the Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

c. The capital investment on energy conservation equipment – Nil

B. TECHNOLOGY ABSORPTION:

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. The benefits derived like product improvement, cost reduction, product development or import substitution- Not Applicable

c. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

d. The expenditure incurred on Research and Development - Not Applicable

The Particulars of Foreign Exchange and Outgo for the year under review are as follows:

Particulars Year ended 31st March, 2018 Year ended 31st March, 2017
Foreign exchange earning Nil Nil
Foreign exchange Outgo Nil Nil

CHANGES IN THE NATURE OF BUSINESS, IF ANY:

There is no change in the nature of business carried on by the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There was no significant or material order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their gratitude and deep appreciation for the continued support and co-operation received by the Company from the shareholders, companys clients, suppliers, bankers and employees and look forward for their continued support in the future as well.

By Order of the Board

For Looks Health Services Limited

Pritesh Doshi

Chairman

DIN: 05155318

Date: 01st September, 2018

Place: Mumbai