To
The Members,
Aspira Pathlab & Diagnostics Limited
Your Directors take pleasure in presenting 50thAnnual Report
on the business and operations of the Company along with the Audited Financial Statements
for the year ended March 31, 2023.
FINANCIAL RESULTS
The key highlights of the Audited Financial Statements of the
Company's for the Financial year ended March 31, 2023 in comparison with the previous
Financial year ended March 31, 2022 are summarized below summarized below:
(Rs. In Lakhs)
Particulars |
FY 2022-23 |
FY 2021-22 |
Revenue from operations |
1445.69 |
1954.19 |
Other Income |
32.09 |
9.47 |
Total Income |
1477.78 |
1963.66 |
Less: Total Expenses |
1486.65 |
1517.72 |
Profit/(Loss)Before exceptional Items and Tax |
(8.87) |
445.94 |
Exceptional Item |
- |
- |
Profit Before Tax |
(8.87) |
445.94 |
Less: Tax |
- |
- |
Profit After Tax |
(8.87) |
445.94 |
Other comprehensive income |
|
|
Remeasurement of defined benefit plans |
4.96 |
1.55 |
Basic Earnings per share of face value of Rs.
10/- each |
(0.09) |
4.33 |
Diluted Earnings per share of face value of
Rs. 10/- each |
(0.09) |
4.33 |
CHANGE IN NATURE OF BUSINESS
The Company is primarily engaged in the activities of pathology and
related healthcare services. There was no change in nature of the business of the Company,
during the year under review.
FINANCIAL PERFORMANCE
During the year under review the total income of the Company is Rs.
1477.78 lakhs as compared to Rs. 1963.66 Lakhs in previous year, representing loss of Rs.
8.87 Lakhs. However, company is taking steps and measures to minimize the losses.
DIVIDEND
Considering long term prospectus of the Company, the Directors of your
Company do not recommend any dividend for the Financial year 2022-23.
TRANSFER TO RESERVE
Your Directors do not propose to transfer any amount to General
Reserves for the Financial year 2022-23.
SHARE CAPITAL
During the Financial Year 2022-23, there was no change in the
authorized, subscribed, issued and paid-up share capital of the Company.
SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES:
The Company does not have any subsidiary/ joint venture or associate
Company.
DEPOSITS
During the year under review, your Company has not accepted any deposit
from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules,2014.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There has been no material changes and commitments, since the close of
the Financial year i.e. 31st March, 2023 till the date of signing of this
Directors' Report, affecting the Financial position of your Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has a Related Party Transaction Policy in place which is in
accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015. The said Policy is available on the Company's website which can be accessed
through the following weblink:
https://www.aspiradiagnostics.com/wp-content/uploads/2021/04/Pdf_2_Related-Party-Transaction-Policy.pdf
All the Related Party Transactions entered into during the year under
review, were entered in the Ordinary course of business and on an arm's length basis.
There were 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 conflict with the interest of the Company at large.
Further, since the transactions with the related parties were in the
ordinary course of business and at arm's length pricing, not material in nature and
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 reviewed by the Audit Committee
and the Board on a quarterly basis.
The members may refer to note no. 37 to the Financial statements, which
set out Related Party Disclosures
PARTICULARS OF LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY
In terms of the provisions of section 186 of the Companies Act, 2013
read with Companies (Meeting of Board and its Powers) Rules, 2014 and Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, loans,
guarantees and investments given/made by the Company as on March 31, 2023 are mentioned in
no. 6 to the Financial statements of the Company.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The disclosures 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 are provided
in the prescribed format and annexed herewith as Annexure - I to this Annual
Report. The statement containing the 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/ Compliance Officer of the Company.
DIRECTORS RETIRING BY ROTATION
Pursuant to the provisions of Section 152 of the Companies Act, 2013
read with the relevant rules made thereunder, 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. Mr. Pankaj Jashwant Shah (DIN: 02836324) Executive Director of
the Company is liable to retire by rotation and being eligible, he has offered himself for
re-appointment. The Board of Directors recommended his re-appointment in their meeting
held on August 12, 2023 and the same is being placed before the Members for their approval
at the ensuing 50th Annual General Meeting of the Company.
Pursuant to Regulation 36(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with
Secretarial Standards 2 on General Meetings, a brief profile of Mr.
Pankaj Jashwant Shah is provided as an Annexure-1 of the Notice
of 50th Annual General Meeting.
DECLARATION OF INDEPENDENCE FROM INDEPENDENT DIRECTORS
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under
regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and the same has been taken on record by Company. 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
relationships or transactions with the Company, other than receiving the sitting fees
a) APPOINTMENT/ RESGINATION/ REDESIGNATION OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL I. DURING THE YEAR UNDER REVIEW
Board Approval |
Shareholders'
Approval |
Name of Key Managerial
Personnel |
Particulars |
April 16, 2022 |
- |
Ms. Priya Pandey (ACS 66213) |
The Board of Directors in its
meeting held on April 16, 2022 appointed Ms. Priya Pandey as the Company Secretary and
Compliance Officer of the Company |
May 28, 2022 |
July 07, 2022 (Postal
Ballot) |
Dr. Pankaj Shah (DIN:
02836324) Mr. Avinash Mahajan (DIN: 00041661) |
The Board in its meeting held
on May 28, 2022 and Shareholder Meeting via Postal Ballot held on July 07, 2022 considered
and approved reappointment of : |
|
|
|
Dr. Pankaj Shah (DIN:
02836324) for the further term of Three (3) years as a Managing Director i.e. from
August,01 2022 to July 31, 2025 |
|
|
|
Mr. Avinash Mahajan (DIN:
00041661) as a Non-Executive - Independent Director for the second consecutive term |
|
|
|
Of Five (5) years as
Independent Director i.e. from September 25, 2022 to September 24, 2027 |
August 13, 2022 |
September 10, 2023 (49th
Annual General Meeting) |
Dr. Subhash Salunke (DIN:
07940567) |
The Board in its meeting held
on August 13, 2022 and Shareholders in 49th Annual General Meeting held on
September 10,2023 approved the continuation of Directorship of |
|
|
|
Dr. Subhash Salunke (DIN:
07940567) as an Independent Director of the Company up to September 28, 2023 after
completion of 75 years on April 19,2023. |
|
|
|
Further Dr. Subhash Salunke
shall be liable to retire from the office Independent Director w.e.f September 28, 2023. |
II. AFTER THE COMPLETION OF THE FINANCIAL YEAR TILL THE DATE OF ANNUAL
REPORT
Board Approval |
Name of Key Managerial
Personnel |
Particulars |
- |
Ms. Priya Pandey (ACS:66213) |
Ms. Priya Pandey (ACS:66213)
Company Secretary & Compliance Officer of the Company tendered her resignation w.e.f
June 24, 2023 from the Company |
August 12,2023 |
Mr. Manas Mengar (DIN:
10218206) |
The Board of Directors at its
meeting held on August 12,2023 considered and approved |
|
Ms. Krupali Shah (A70473) |
Appointment of Mr. Manas
Mengar (DIN: 10218206) as the Additional Independent Director of the Company for the
period of Five (5) consecutive years. |
|
|
Appointment of Ms. Krupali
Shah (A70473) as the Company Secretary and Compliance Officer of the Company. |
KEY MANAGERIAL PERSONNEL (KMP)
In accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following are/were the Key Managerial Personnel of the Company
as on March 31,2023:
1. Mr. Pankaj Shah- Managing Director & Chief Executive Officer
2. Mr. Nikunj Mange- Executive Director
3. Mr. Balkrishna Talawadekar- Chief Financial Officer
4. Ms. Priya Pandey Company Secretary (Resigned w.e.f June 24 ,2023)
PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013 and
Regulations 17(10), 25(4) and of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors 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 2022-23
In terms of the requirements of Schedule IV of the Act, a separate
meeting of Independent Directors of the Company was held on March 25, 2023. In which the
performance of the Board as a Whole and of its Committees was evaluated by the Board
through a structured questionnaire which covered various aspects such as the composition,
quality and performance of the Board, 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 the performance of the Board and its Committees was evaluated. The Directors
expressed their satisfaction with the evaluation process.
NOMINATION AND REMUNERATION POLICY
The brief on the policy of nomination and remuneration and other
matters provided in Section 178(3) of the Act have 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 web link:
https://www.aspiradiagnostics.com/wp-content/uploads/2020/08/Nomination-and-Remuneration-Policy-Aspira-Pathlab.pdf
BOARD MEETINGS
During the year under the review, the Board of Directors met Five (5)
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.The dates of the Board Meeting are as follows
April 16, 2022
May 28, 2022
August 13, 2022
November 12, 2022 and
February 14, 2023
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 SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and as a part of good corporate governance
practices. The terms of reference and the constitution of those Committees are in
compliance with the applicable laws In order to ensure focused attention on business,
better governance and accountability, the Board has constituted the following committees:
a) Audit Committee; b) Nomination and Remuneration Committee; c) Stakeholder Relationship
Committee
The details with respect to the Composition, terms of reference, etc.
of the aforesaid committees are given in details in the "Corporate Governance
Report" which is presented in a separate section and forms part of the Annual Report
of the Company.
AUDIT COMMITTEE
The Audit Committee is constituted as per Regulation 18 of the Listing
Regulations read with Section 177 of the Companies Act, 2013. Kindly refer section on
Corporate Governance, under head Audit Committee' for matters relating to
constitution, meetings and functions of this Committee.
NOMINATION AND REMUNERATION COMMITTEE`
The Nomination and Remuneration Committee is constituted in compliance
with the requirements of Regulation 19 of the Listing Regulations read with Section 178 of
the Companies Act, 2013. The details pertaining to its constitution, meetings, terms of
reference etc. is provided under Corporate Governance section under head Nomination
& Remuneration Committee'.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is
constituted in line with the provisions of Regulation 20 of the Listing Regulations read
with Section 178 of the Companies Act, 2013.The details pertaining to its constitution,
meetings, terms of reference etc. is briefly provided in the Corporate Governance Report
under the head Stakeholders' Relationship Committee'.
STATUTORY AUDITORS AND AUDITORS REPORT
At the 46th Annual General Meeting of your Company held
on September, 21 2019 the Members approved appointment of M/s. P Khetan & Co,
Chartered Accountants, (ICAI Firm Registration No. 101720W/W100355) as Statutory Auditors
of the Company to hold office for a continuous period of five years, i.e. from conclusion
of 46th Annual General Meeting of the Company until the conclusion of 51st
Annual General Meeting of the Company (i.e. for the FY 2019-20 until FY 2023-24).
The Statutory Auditors M/s. P Khetan & Co, Chartered Accountants
have issued a clean report on the Financials of your Company and have not issued any
qualifications for the Financial year ended 31st March, 2023
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
In terms of the provisions of Section 204 of the Act read with the Rule
9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board had appointed M/s. Nilesh A Pradhan & Co. LLP a firm of Practising Company
Secretaries, Mumbai, as the Secretarial Auditor for conducting Secretarial Audit of your
Company for the Financial year ended March 31, 2023
Further the Board of Directors in its Meeting held on May 27,2023 has
approved the appointment of M/s. Nilesh A. Pradhan & Co., LLP, as the
Secretarial Auditor of your Company for Financial year 2023-2024.
The report given by Secretarial Auditor M/s. Nilesh A Pradhan & Co.
LLP is a clean report on the Compliances of your Company in Form MR-3 annexed
herewith as Annexure-II asnd forming the integral part of this Annual
Report.
INTERNAL AUDITOR
In compliance with the provisions of Section 138 of the Companies Act,
2013 read with rule 13 of Companies (Accounts) Rules, 2014 the Board of Directors on the
recommendation of Audit Committee has appointed M/s. Vishal J Bhanushali, Chartered
Accountants (Firm Registration No. 145806W), Chartered Accountants as Internal Auditors of
your Company for Financial year 2022-23.
The Audit Committee in its quarterly meetings reviews the internal
audit and internal control systems. The Company's internal controls commensurate with
the size and operations of the business. Continuous internal monitoring mechanism ensures
timely identification and redressal of issues.
Further the Board of Directors of your Company in its Meeting held on
May 27,2023 has appointed M/s. Vishal J Bhanushali, Chartered Accountants, as the Internal
Auditors of your Company for Financial year 2023-2024.
DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of Internal Financial Controls and compliance
systems established and maintained by the Company, the work performed by the Internal
Auditors, Statutory Auditors and Secretarial Auditors, including the 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 Financial Year 2022-23.
In accordance with the requirement of Section 134(5) of the Companies
Act, 2013, in relation to the audited Financial statements of the Company for the year
ended March 31, 2023, the Board of Directors of the Company confirm that:
To the best of their knowledge and belief and according to the
information and explanation obtained by them, your Directors make the following statements
in terms of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 a) that
in the preparation of the annual accounts for the Financial year ended 31st March,
2023 the Indian Accounting Standards (Ind AS) have been followed and there are no material
departures b) such accounting policies have been selected and applied consistently and the
Directors 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 as on March 31, 2023 and of the
loss of the Company for the year ended on that date; c) proper and sufficient care is
taken 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; d) the annual accounts of the
Company have been prepared on a going concern basis; e) proper internal Financial controls
have been laid down to be followed by the Company and that such internal Financial
controls are adequate and were operating effectively; f) the Directors have devised proper
system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
WHISTLE BLOWER MECHANISM
Your Company has adopted and established a vigil mechanism named
"Whistle Blower Policy (WBP)" for directors and employees to report genuine
concerns and to deal with instance of fraud and mismanagement, if any {in compliance with
the provisions of Section 177 (10) of the Companies Act, 2013 (the Act') and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015}.
The Policy provides for adequate safeguards against victimization of
employees, who avail of the mechanism and provides to employees' direct access to the
Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been
denied access to the Audit Committee. The details of the Whistle Blower Policy are
explained in the Corporate Governance Report and also available on your Company's
website at the below link
https://www.aspiradiagnostics.com/wp-content/uploads/2020/01/Whistle-Blowers-Policy.pdf
INSTANCES OF FRAUD, IF ANY, REPORTED BY AUDITORS
During the year under review, Auditors have not reported any instances
of frauds committed in your Company by its Officers or Employees to the Audit Committee
and / or to the Board under Section 143(12) of the Companies Act, 2013.
PREVENTION OF INSIDER TRADING
In order to restrict communication of Unpublished Price Sensitive
Information (UPSI), the Company has adopted Code of Fair Disclosure of Unpublished Price
Sensitive Information in compliance with SEBI (Prohibition of Insider Trading)
Regulations, 2015. The said Code is available on the website of the Company at the Web
link:
https://www.aspiradiagnostics.com/wp-content/uploads/2019/12/Code-for-Fair-Disclosure-and-Conduct.pdf
Further the Company has adopted Structured Digital Database (SDD) in
the Company as per the Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 and has
also your Company has timely submitted SDD Compliance Report for the Financial Year Ended
2022-23.
The Company Secretary of the Company is the Compliance Officer for
monitoring adherence to the said Regulations and in absence of Company Secretary, Chief
Financial Officer act as Compliance Officer for the same.
MANAGEMENT DISUSSION AND ANALYSIS
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing
Obligations and Disclosure
Requirements) Regulations, 2015, (Listing Regulations'), a
detailed review of operations, performance and future outlook of your Company and its
business is given in the Management Discussion and Analysis (MDA) which forms part of this
Report. The MDA report is attached herewith as Annexure-III to this Annual Report.
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.
CODE OF CONDUCT
Pursuant to Regulations 17(5) of the SEBI (LODR) Regulation, 2015, Your
Company has formulated Code of Conduct for its Board of Directors and Senior Management,
specifying duties of a Board Members and Senior Management Personnel as laid down in the
Companies Act, 2013 and the same has been placed on Company's website at the below
link
https://www.aspiradiagnostics.com/wp-content/uploads/2019/12/code-of-conduct-for-Board-Members-and-Senior-Management-Personnel.pdf
RISK MANAGEMENT COMMITTEE
Risk is an important element of corporate functioning and governance.
Your Company has established the process of identifying, analyzing and treating risks,
which could prevent the Company from effectively achieving its objectives. It ensures that
all the risks are timely defined and mitigated in accordance with the
well-structured risk management process.
Pursuant to Regulation 21(5) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,2015 the constitution of a Risk Management Committee
is not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review your company has not qualified the
criteria of Section 135 of the Companies Act, 2013 to constitute a CSR committee and to
spend in CSR activity. However, your company assure that it will comply with Section 135
when the section will be applicable on company
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe and harassment
free workplace for every individual working in its premises through various policies and
practices. All employees (permanent and trainees) are covered under the policy.
The Company has in place an Anti-Sexual Harassment Policy in compliance
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company has Internal Complaints Committee (ICC) providing a
redressal mechanism pertaining to sexual harassment of women employees at the workplace
The Company conducts sessions for employees to build awareness amongst
employees about the Policy and the provisions of Prevention of Sexual Harassment of Women
at Workplace Act.
During the year under review, no such complaints have been filed with
the Committee nor any complaints were outstanding at the beginning of the year.
ANNUAL RETURN
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an
extract of Annual Return of the Company for the Financial Year 2022-23 shall be available
on the website of the Company at www.aspiradiagnostics.com, under the section
Investor Corner'.
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 section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)Rules, 2014 is appended as Annexure-
IV to this report.
GREEN INTITATIVE
Your Company continues to wholeheartedly participate in the Green
Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by
Corporate to its Members through electronic mode. All the Members are requested to join
the said program by sending their preferred e-mail addresses to their Depository
Participant.
In commitment to keep in line with the Green Initiative and going
beyond it to create new green initiatives, electronic copy of the Annual Report along with
Notice of 50th Annual General Meeting of your Company will be sent to all
Members whose email addresses are registered with your Company/ Depository Participant(s).
For members who have not registered their e-mail addresses, are requested to register the
same with their respective Depository Participants. This year physical copies of Annual
Report 2022-23 will not be sent to any of the member.
INTERNAL FINANCIAL CONTROLS
Your Company has in place an adequate internal Financial control
framework with reference to Financial and operating controls thereby ensuring orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable Financial
information. During Financial Year 2022-23, such controls were tested and no reportable
material weakness in the design or operation was observed. The Directors have in the
Directors Responsibility Statement confirmed the same to this effect. 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.
DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY
During the Financial year under review, there is no application made
and/or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT
AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no one-time settlement of
Loans taken from Banks and Financial Institutions.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
Pursuant to the requirement of Section 134(3)(q) of the Companies Act,
2013 read with Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, it is confirmed
that during the Financial Year under review, there are no significant/material orders
passed by the Regulators or Courts or Tribunals impacting the going concern status of your
Company and its operations in future.
SECRETARIAL STANDARDS
Your Directors confirm that the Secretarial Standards issued by the
Institute of Company Secretaries of India, have been complied with. Your Company has duly
complied with Secretarial Standards on Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India and
approved by the Central Government under Section 118(10) of the Companies Act, 2013.
ACKNOWLEDGEMENT
Your Company has maintained healthy, cordial and harmonious industrial
relations at all levels. Your Directors place on record their deep appreciation to
employees at all levels for their hard work, dedication and commitment.
The Board place on record its appreciation for the support and
co-operation your Company has been receiving from its investors, customers, vendors,
bankers, Financial institutions, business associates, Central & State Government
authorities, Regulatory authorities and Stock Exchanges. Your Board looks forward for the
long-term future with confidence, optimisms and full of opportunities.
|
For and on behalf of the
Board of Directors |
|
ASPIRA PATHLAB &
DIAGNOSTICS LIMITED |
|
Sd/- |
Sd/- |
|
Dr. Pankaj J Shah |
Mr. Nikunj Mange |
Date: August 12, 2023 |
Managing Director & CEO |
Executive Director |
Place: Mumbai |
DIN :- 02836324 |
DIN: 08489442 |
Annexure- I Disclosures pertaining to remuneration under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 for the year ended March 31, 2023
A. The ratio of the remuneration paid to each director during the year
to the median remuneration of the employees of the Company for the Financial Year:
Name of Directors |
Designation |
Ratio to median
remuneration |
Dr. Pankaj Shah |
Managing Director & CEO |
26.99 |
Mr. Nikunj Mange |
Executive Director |
20.00 |
Mr. Arvind Bhanushali |
Director |
0.00 |
Name of Key Managerial Personnel's |
|
|
Ms. Priya Pandey |
Company Secretary |
2.39 |
(Resigned w.e.f June 24, 2023) |
|
|
Mr. Balkrishna Tawaldekar |
Chief Financial Officer |
4.05 |
B. The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief
Executive Officer and Company Secretary, in the Financial Year:
Name of Directors |
Designation |
% increase in Remuneration
over previous year |
Dr. Pankaj Shah |
Managing Director & CEO |
0 |
Mr. Nikunj Mange |
Executive Director |
29.79 |
Mr. Arvind Bhanushali |
Director |
0 |
Name of Key Managerial Personnel's |
|
|
Ms. Priya Pandey |
Company Secretary |
0 |
(Resigned w.e.f June 24, 2023) |
|
|
Mr. Balkrishna Tawaldekar |
Chief Financial Officer |
7.29 |
C. Percentage increase in the median remuneration of employees in the
FY 2022-2023: 83.80% D. Number of permanent employees on the rolls of the Company
as on March 31, 2023: 105 E. Average percentile increase already made in the
salaries of employees other than the managerial personnel in the last Financial Year and
its comparison with the percentile increase in the managerial remuneration and
justification thereof and point out if there are any exceptional circumstances for
increase in the managerial remuneration:
The average percentile increase in the managerial remuneration has been
9.31%while for other it is about 12.62%. This is based on the Remuneration Policy of the
Company that rewards people differently based on their contribution and also ensures that
external market competitiveness and internal relativities are taken care of.
F. Affirmation that the remuneration is as per the Remuneration Policy
of the Company:
The Company affirms that the remuneration paid is as per the
Remuneration Policy of the Company
|
For and on behalf of the
Board of Directors |
|
ASPIRA PATHLAB &
DIAGNOSTICS LIMITED |
|
Sd/- |
Sd/- |
|
Dr. Pankaj J Shah |
Mr. Nikunj Mange |
Date: August 12, 2023 |
Managing Director & CEO |
Executive Director |
Place: Mumbai |
DIN :- 02836324 |
DIN: 08489442 |
FORM NO. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2023
[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To,
The Members,
Aspira Pathlab & Diagnostics Limited
Flat NO. 2, R.D. Shah Bldg., Shraddhanand Road Opp. Ghatkopar Railway
Station, Ghatkopar (West) Mumbai-400086.
We have conducted the Secretarial Audit of the compliance of applicable
statutory provisions and the adherence to good corporate practices by Aspira Pathlab &
Diagnostics Limited (hereinafter called "the Company"). Secretarial Audit was
conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/Statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and
returns filed and other records maintained by "the Company" and submitted by the
Company for verification through electronic mode and also the information provided by
"the Company", its officers, agents authorized representatives during the
conduct of Secretarial Audit , the explanations and clarifications given to us, We hereby
report that in our opinion, the Company, during the audit period covering the Financial
year ended March 31,2023 complied with the Statutory provisions listed hereunder and also
that the Company has proper Board-processes and compliance-mechanism in place to the
extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by Company for the Financial year ended March 31,2023
according to the provisions of:
i) The Companies Act, 2013 (the Act) and the rules made there under;
ii) The Securities Contracts (Regulation) Act, 1956 and the rules made there under; iii)
The Depositories Act, 1996 and the regulations and bye-laws framed there under;
iv) Foreign Exchange Management Act, 1999 and the rules and regulations
made thereunder to the extent of foreign direct investment, overseas direct investment and
External Commercial Borrowings;
v) The following regulations and guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 (SEBI Act):
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015;
(c) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015;
(d) The Securities and Exchange Board of India (Employee Benefits and
Sweat Equity) Regulations,2021 (Not Applicable as the Company has not issued any Share
based Employee Benefits during the Financial year under review);
(e) Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018; (Not Applicable as the Company has not issued
any further share capital during the year)
(f) The Securities and Exchange Board of India (Issue and Listing of
Non-Convertible Securities) Regulations,2021; (Not applicable to the Company during the
audit period)
(g)The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
Client;
(h) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2021 (Not applicable as the Company has not delisted /propose to
delist any of its securities during the Financial year under review.); and
(i) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 2018 (Not applicable as the Company has not bought back /propose to buy back
any of its securities during the Financial year under review).
We have also examined compliance with the applicable clauses of the
following:
(i) Secretarial Standards issued by The Institute of Company
Secretaries of India with respect to Board and General Meetings.
(ii) The Listing Agreements entered into by the Company with BSE
Limited read with the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.
We further report that
The Board of Directors of the Company was duly constituted with proper
balance of Executive Directors, Non-Executive Directors and Independent Directors. Changes
in the composition of the Board of Directors during the period under review were carried
out in compliance with the provisions of the Act.
Adequate notice was given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for
meetings other than those held at shorter notice, and a system exists for seeking and
obtaining further information and clarifications on the agenda items before the meeting
and for meaningful participation at the meeting.
The decisions at Board meetings and committee meetings are carried out
unanimously or as recorded in the minutes of the meeting of Board of Directors or
committee of the Board, as the case may be.
We further report that there are adequate systems and processes in
the Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period, there were no
instances of:
(i) Public / Rights / Preferential issue of shares /debentures / sweat
equity. (ii) Redemption / buy-back of securities.
(iii) Major decisions taken by the Members in pursuance to Section 180
of the Companies Act, 2013. (iv) Foreign Technical collaborations.
We further report that during the audit period the Company has not
undertaken events/ actions having a major bearing on the Company's affairs in
pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.
|
For Nilesh A.Pradhan & Co.,LLP |
|
Company Secretaries |
|
Prajakta V.Padhye |
|
Partner |
|
FCS No: 7478 |
|
CP No: 7891 |
|
PR No:1908/2022 |
|
UDIN: F007478E000786674 |
Place: Mumbai |
|
Date: 12th August,2023 |
|
To,
The Members,
Aspira Pathlab & Diagnostics Limited
Flat NO. 2, R.D. Shah Bldg., Shraddhanand Road Opp. Ghatkopar Railway
Station, Ghatkopar (West) Mumbai-400086.
Our report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the
management of the company. Our responsibility is to express an opinion on these
secretarial records based on our audit.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. We believe that the processes and practices, we
followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of
Financial records and Books of Accounts of the company.
4. Where ever required, we have obtained the Management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. Our examination
was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the
future viability of the company nor of the efficacy or effectiveness with which the
management has conducted the affairs of the company.
|
For Nilesh A.Pradhan & Co.,LLP |
|
Company Secretaries |
|
Prajakta V.Padhye |
|
Partner |
|
FCS No: 7478 |
|
CP No: 7891 |
|
PR No:1908/2022 |
|
UDIN: F007478E000786674 |
Place: Mumbai |
|
Date: 12th August,2023 |
|