Metropolis Healthcare Ltd Directors Report.

Dear Members,

Your Directors take pleasure in presenting the 21st Annual Report on the business and operations of your Company along with the Audited Financial Statements for the year ended March 31, 2021.

FINANCIAL PERFORMANCE

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

Particulars

Standalone

Consolidated

For the year Ended March For the year Ended March For the year Ended March For the year Ended March
31, 2021 31, 2020 31, 2021 31, 2020
Revenue from Operations 81,610.83 66,530.71 99,798.70 85,640.54
Other income 4,864.76 2,931.79 1,204.52 856.66
Total Revenue 86,475.59 69,462.50 101,003.22 86,497.20
Less: Total expenses 61,870.80 53,010.76 76,570.92 67,119.25
Profit before exceptional items and tax 24,604.79 16,451.74 24,432.30 19,377.95
Exceptional items - 2,452.66 - 2,452.66
Profit before share of profit Equityaccounted investeesand Tax 24,604.79 13,999.08 for 24,432.30 16,925.29
Share of loss for equity accounted investees (net of tax) - - - (51.98)
Profit Before Tax 24,604.79 13,999.08 24,432.30 16,873.31
Less: Tax Expenses 4,849.28 2,793.65 6,097.43 4,118.09
Profit after Tax 19,755.51 11,205.43 18,334.87 12,755.22
Basic Earning per share of face value of Rs.2/- each 38.81 22.32 35.97 25.36
Diluted Earning per share of face value of Rs.2/- each 38.61 22.22 35.79 25.25

OPERATIONAL PERFORMANCE & FUTURE OUTLOOK

During the year under review, the Standalone income of the Company increased to Rs.86,475.59 Lakhs compared to 69,462.50 Lakhs in the previous year, registering growth of

24.49%. The Standalone profitafter tax for the year increased to Rs.19,755.51 Lakhs as compared to Rs.11,205.43 Lakhs in the previous year registering growth of 76.30%.

During the year under review, the Consolidated income of the Group increased to Rs.101,003.22 Lakhs compared to Rs.86,497.20 Lakhs in the previous year, registering growth of 16.77%.

The Consolidated profit after tax for the group increased to

Rs.18,334.87 Lakhs as compared to Rs.12,755.22 Lakhs in the previous year registering growth of 43.74%.

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

COVID-19

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated financialstatements of your Company for the Financial Year 2020-2021 are prepared in accordance with the provisions of the Companies Act, 2013 ("the Act") 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 (Listing Obligations Disclosures Requirements) Regulations, 2015. The Audited Consolidated

Financial Statements form part of the Annual Report.

DIVIDEND

During the year under review, the Board of Directors at its meeting held on February 10, 2021 declared an interim dividend of Rs.8 per equity share (face value of Rs.2/- each) on 5,11,16,813 fully-paid up equity shares aggregating to total

Rs.40,89,34,504/-.

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

In order to conserve the resources for business requirement, your Board of Directors do not recommend final dividend for

FY 2020-2021.

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

RESERVES

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY

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

ACQUISITIONS

During the year under review, the Board of Directors of your

Company have approved the following:

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

Company.

The Company had approved to acquire the balance stake of 35% in Histoxpert in August 2020. However, due to the impact of COVID-19 pandemic and resultant lockdown in

Netherlands, the head quarter of Koninklijke Philips N. V. (‘Philips), the JV partner of Metropolis Histoxpert Digital Services Private Limited (‘Histoxpert), the Company could not complete the said acquisition till March 31, 2021 and is currently in the process of acquiring the balance stake.

2. Acquisition of 100% stake in Dr. Ganesans Hitech Diagnostics

Centre private Limited (‘Hitech)

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

100% stake in Hitech for a consideration to be discharged partly by way of Cash Consideration and partly by way of issuance of up to 495,000 equity shares of the Company on a Preferential basis to the existing shareholders of Hitech.

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

CHANGE IN NATURE OF BUSINESS

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

CHANGES IN CAPITAL STRUCTURE

During the year under review, the paid up equity share capital of the Company has increased to Rs. 10,22,33,626/- (Rupees Ten

Crores Twenty Two Lakhs Thirty Three Thousand Six Hundred and Twenty Six Only) consisting of 5,11,16,813 equity shares of

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

Date of Allotment No. Of Equity Shares allotted
Under MESOS 2015
May 13, 2020 51,096
August 11, 2020 2,47,264
November 11, 2020 1,77,887
February 10, 2021 10,000

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

DEPOSITS

Your Company has not accepted/invited deposits from the public falling within the ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

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

MATERIAL SUBSIDIARY

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

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

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

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

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2021, the Board of Directors of your Company comprises of 6 (Six) Directors, of which 4 (Four) are Non-Executive Directors & 2 (Two) are Executive Directors. The constitution of the Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015.

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

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

(DIN: 00208095) as a Managing Director of the Company for a period of five years with effect from March 18, 2021 subject to the approval of the members of the Company at the ensuing Annual General Meeting. Accordingly, the matter for reappointment of Ms. Ameera Shah as a Managing Director for a period of five years has been placed before the shareholders for their approval and forms a part of the notice of the Annual General Meeting.

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

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

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

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

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

KEY MANAGERIAL PERSONNEL

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

Managerial personnel of the Company.

As per the provisions of Section 203 of the Companies Act,

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

1. Ms. Ameera Sushil Shah, Managing Director;

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

3. Mr. Rakesh Kumar Agarwal, Chief Financial Officer;

4. Mr. Vijender Singh, Chief Executive Officer; and

5. Ms. Poonam Tanwani, Company Secretary and

Compliance Officer.

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

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

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

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

Meeting.

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

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

The Company has received declarations from the Independent

Directors confirming that they meet with the criteria of

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

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

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than receiving the Sitting fees,

Commission, if any, and reimbursement of expenses incurred by them for the purpose of 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 Familiarisation programme for the Independent Directors, with a view to familiarise them with their role, rights and responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc. Through the Familiarisation programme, the Company apprises the Independent Directors about the business model, corporate strategy, business plans and operations of the Company. The directors are also informed about the financial performance, annual budgets, internal control system, statutory compliances etc. They are also familiarised with Companys vision, core values, ethics and corporate governance practices. Details of Familiarisation programme of Independent Directors with the Company are available on the website of the Company and can be accessed through the following weblink: https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL_Familiarization-Programme-for-Independent-

Directors.pdf

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

Act, 2013 and the SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015, the Board of Directors of your Company have carried 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 2020-2021.

The performance of the Board as a Whole and of its Committees was evaluated by the Board through structured questionnaire which covered various aspects such as the composition and quality, meetings and procedures, contribution to Board processes, effectiveness of the functions allocated, relationship with management, professional development, adequacy, appropriateness and timeliness of information etc. Taking into consideration the responses received from the Individual Directors to the questionnaire, performance of the Board and its Committees was evaluated. The Directors expressed their satisfaction with the evaluation process.

In terms of requirements of Schedule IV Act, a separate meeting of Independent Directors of the Company was held on March 30, 2021 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 into views of Executive and Non-Executive Directors; and (c) To assess the quality, quantity and timeliness of the flow of information between the Management and the Board. The performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

NOMINATION AND REMUNERATION POLICY

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

DIRECTORS RESPONSIBILITY STATEMENT pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

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

(b) They have selected such accounting policies as mentioned in the notes to the Financial Statements and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the Statement of Affairs of the Company asatmarch31,2021and Profitof the the

Company for the year ended on that date

(c) They have taken proper and sufficient care for 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 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 and such internal finance controls are adequate and operating effectively;

(f) They have devised proper systems to ensure compliance with the provisions of all applicable 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 34 of SEBI (Listing Obligations

Disclosures Requirements), Regulations, 2015 is applicable to the Company. Business Responsibility Report for the Financial year ended 2020-2021 is presented in a separate 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 stipulated under Regulation 34 of the (Listing

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

COMMITTEES OF THE BOARD

The Board of Directors of your Company have formed various Committees, as per the provisions of the Companies Act, 2013 and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as a part of the best corporate governance practices, the terms of reference and the constitution of those Committees is in compliance with the applicable laws.

In order to ensure focused attention on business and for better governance and accountability, 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. Of the aforesaid committees are given in details in the "Corporate Governance Report" of the Company which is presented in a separate section and forms part of the Annual Report of the Company.

MEETINGS OF THE BOARD

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

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

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

ANNUAL RETURN

The Annual Return in Form MGT-7 as required under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and can be accessed through the following weblink: https://metropolisindia.com/newdata/ Investors/Annual%20Reports/MGT-7_MHL_2020-21.pdf

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and the rules made thereunder are given in the note no. 49 (a) to the Financial Statements.

INSTANCES OF FRAUD, IF ANY, REPORTED BY THE STATUTORY AUDITORS:

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

RELATED PARTY TRANSACTIONS

The Board has formulated and adopted a Related Party Transactions Policy ("RPT Policy") for the purpose of identification, monitoring and reporting of related party transactions. The RPT Policy as approved by the Board is available on the Companys website and can be accessed through the following weblink: https://metropolisindia.com/newdata/Investors/code-of-conduct/MHL__Policy-on-Related-Party-Transaction.pdf All the Related Party Transactions entered into during the financialyear were entered in the Ordinary course of business and at an arms length basis. There are no materially significant

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

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

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

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

AUDITORS AND REPORTS Statutory Auditors

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

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

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

Opinion on the Audited Financial Statements (Standalone and

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

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

Board of Directors had appointed M/s. Manish Ghia & Associates, practicing Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company for the Financial Year ended March 31 2021. The Secretarial Audit Report in the prescribed Form 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 adverse remark.

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

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

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

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

2. The requirement relating to having an Independent

Woman Director applicable to the company with effect from April 1, 2020 under Regulation17(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was however complied w.e.f. May 14, 2020;

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

The BSE Limited and the National Stock Exchange of India Limited levied a penalty of Rs. 2,53,700 (to be paid to each Exchange) for non-appointment of a Woman

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

However, to meet the deadline for depositing the penalty amount, the Company has simultaneously deposited the amount of penalty levied by BSE on September 4, 2020 and by NSE on August 29, 2020 and filed the applications with the exchanges for the waiver of fine. The application for the waiver of fine was considered favourably and the waiver of penalty was allowed by national Stock of India Limited, and the said matter is still pending with BSE Ltd.

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

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

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

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

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

Internal Auditor

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

& Associates LLP, were appointed by the Board of Directors to conduct internal audit reviews of the Company and the Internal Auditor directly reports to the Audit Committee for functional matters.

The Audit Committee in its quarterly meetings reviews the internal audit and controls reports. The Companys internal controls are commensurate with the size and operations of the business. Continuous internal monitoring mechanism ensures timely identification and redressal of issues.

RECONCILIATION OF SHARE CAPITAL

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

RISK MANAGEMENT POLICY

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

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

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

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

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

MAINTENANCE OF COST RECORDS

Provisions of maintenance of Cost records as specified by the

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

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

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

(Registration no. 00240) as the Cost Auditors of the Company to conduct Cost audit as prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the Financial Year 2021-2022. The Board of Directors on recommendation of management approach the Audit Committee have approved a remuneration of Rs. 1,00,000 plus applicable GST and reimbursement of travelling and out of pocket expenses, subject to the ratification of their 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 Rules framed thereunder, furnished a certificate confirming their eligibility and consent for appointment

Cost Auditors of the Company.

M/s. Joshi Apte & Associates, have vast experience in the field of Cost audit and have 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 DIRECTOR FROM THE COMPANYS HOLDING OR SUBSIDIARY COMPANY:

The Managing Director and Whole Time Director have not received any remuneration from the Companys 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 a Corporate Social Responsibility (CSR) Committee. The details such as Constitution, Terms of reference, etc. Of the Committee and the meetings held during the year are detailed in the 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 the recommendation of the CSR Committee are available on the website of the Company and can be accessed through the following web link: https://metropolisindia.com/newdata/Investors/CSR/MHL-

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

The complete details on the CSR activities is enclosed as

"Annexure 3"

CORPORATE GOVERNANCE

Report on Corporate Governance and Certificate by the

Secretarial Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in part 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 Report of the Company.

CREDIT RATING

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

Convertible Debentures and long term loan facility of the Company.

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

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

EMPLOYEE STOCK OPTIONS / RSU PLAN

The nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Employees Stock Option plan as well as the

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

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

The Company has an operative Metropolis Employee Stock

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

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

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

During the year under review, the Company has allotted 51,096 equity shares on May 13, 2020, 2,47,264 equity shares on August 11, 2020, 1,77,887 equity shares on November 11, 2020 and 10,000 equity shares on February 10, 2021, respectively pursuant to the exercise of Options to the eligible employees of the Company under the Metropolis Employee Stock Options Scheme 2015 (MESOS-2015).

Further, during the year under review, the nomination and Remuneration Committee of the Company has granted 2,06,700 rsus on May 29, 2020, 7,400 rsus on August 11, 2020, 22,750 rsus on november 11, 2020 and 4,550 rsus on

February 10, 2021, respectively pursuant to the Metropolis

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

INDUSTRIAL RELATIONS

The Companys relations with all its employees remained cordial and satisfactory during the year under review.

PARTICULARS OF EMPLOYEES

The disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act,

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

Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as "Annexure 5". The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(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 of the 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. The ISIN of the Equity Shares of your Company is INE112L01020 except 2 Equity shares held in physical mode.

STATUTORY DISCLOSURES

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

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

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

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

I) Foreign Exchange inflow 1300.32

Ii) Foreign Exchange outflow 99.12

VIGIL MECHANISM/ WHISTLEBLOWER

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

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF

WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at

Workplace (prevention, prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has an Internal Complaints Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at the workplace, the details of which are given in the Corporate Governance Report. During the year, 1 (One) complaint was received and the same has been resolved in accordance with the Companys policy on prevention, prohibition and redressal of sexual harassment at workplace.

COMPLIANCE WITH SECRETARIAL STANDARDS

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

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

CAUTIONARY STATEMENT

The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

APPRECIATIONS

Your Directors acknowledge the valuable contribution of all its employees at all levels in the continuous growth of the Company and making it a dominant player in the market. The Directors would also like to thank the Companys Joint Venture partners, Banks and other Stakeholders for their continued co-operation and support in the Companys growth and in its operations.

For and on behalf of the Board of Directors

Sd/-

Dr. Sushil Kanubhai Shah

Chairman & Executive Director

(DIN: 00179918)

Place: Miami

Date: May 27, 2021