Dear Members,
Your Directors take pleasure in presenting the 23rd Annual Report on
the business and operations of the Company, along with the Audited Financial Statements
for the financial year ended March 31,2023.
FINANCIAL RESULTS:
The key highlights of the Standalone and Consolidated Audited Financial
Statements of the Company for the financial year ended March 31,2023 in comparison with
the previous financial year ended March 31,2022 are summarized below:
(Rs. in Lakhs)
Particulars |
Standalone |
Consolidated |
For the
year ended March 31, 2023 |
For the
year ended March 31, 2022* |
For the
year ended March 31, 2023 |
For the
year ended March 31, 2022* |
Revenue
from Operations |
106,604.07 |
115,701.27 |
114,821.02 |
122,833.60 |
Other
income |
2,128.26 |
1,614.72 |
1,522.46 |
1,762.30 |
Total
Income |
108,732.33 |
117,315.99 |
116,343.48 |
124,595.90 |
Less:
Total expenses |
90,837.81 |
91,751.49 |
97,593.14 |
96,850.94 |
Profit
before exceptional items and tax |
17,894.52 |
25,564.50 |
18,750.34 |
27,744.96 |
Exceptional
items |
- |
(1,590.15) |
- |
(1,590.15) |
Profit
before share of profit for equity accounted investees and tax |
17,894.52 |
27,154.65 |
18,750.34 |
29,335.11 |
Share of
loss for equity accounted investees (net of tax) |
- |
- |
- |
- |
Profit
Before Tax |
17,894.52 |
27,154.65 |
18,750.34 |
29,335.11 |
Less: Tax
Expenses |
3,999.79 |
7,201.24 |
4,410.94 |
7,866.50 |
Profit
after Tax |
13,894.73 |
19,953.41 |
14,339.40 |
21,468.61 |
Basic
Earning per share of face value of Rs. 2/- each |
27.14 |
39.00 |
27.91 |
41.87 |
Diluted
Earning per share of face value of Rs. 2/- each |
27.05 |
38.81 |
27.81 |
41.66 |
* Amount of previous year are restated after including Dr. Ganesan's
Hitech Diagnostic Centre Private Limited Amounts.
OPERATIONAL PERFORMANCE & FUTURE OUTLOOK
During the year under review, the Standalone income of your Company
decreased to Rs. 108,732.33 Lakhs compared to Rs. 117,315.99 Lakhs in the previous year,
registering a decline of 7.32% decrease. The Standalone profit after tax for the year
decreased to Rs. 13,894.73 Lakhs as compared to Rs. 19,953.41 Lakhs in the previous year,
registering a decrease of 30.36%.
Further, the consolidated income of the Group decreased to Rs.
116,343.48 Lakhs compared to Rs. 124,595.90 Lakhs in the previous year, registering a
decline of 6.62%. The consolidated profit after tax for the Group decreased to Rs.
14,339.40 Lakhs as compared to Rs. 21,468.61 Lakhs in the previous year, registering a
decline of 33.21%.
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.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated financial statements of your Company for the Financial
Year 2022-23 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, 2023 declared an interim dividend of Rs. 8 per equity share (face
value of Rs. 2/- each) on 5,12,10,664 fully-paid up equity shares aggregating to total
outflow of Rs. 40,96,85,312/-.
The Interim Dividend was paid to those shareholders whose names
appeared in the Register of Members as on the record date, i.e., February 23, 2023.
In order to conserve the resources for business requirements, your
Board of Directors do not recommend final dividend for the financial year 2022-23.
The Dividend Payout is in accordance with your Company's Dividend
Distribution Policy, which is available on the website of the Company which can be
accessed through the following web link:
https://www.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 2022-23.
CHANGE IN NATURE OF BUSINESS
During the year under review, there was no change in the nature of the
business or any activity of business of your Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE COMPANY
There have been no material changes affecting the financial position of
your Company between the end of the financial year and date of this report.
However, during the year under review, following mentioned are the
material changes that took place, affecting the financial position of your Company
• The Members of Dr. Ganesan's Hitech Diagnostic Centre Private
Limited ('Hitech') Subsidiary of the Company in their meeting held on April 01, 2022
accorded their approval for the Voluntary Liquidation of the Company and the consolidation
of the business of Hitech through voluntary liquidation. Hitech has transferred its entire
business undertaking to the Company on a going concern basis on and with effect from June
04, 2022. Hitech has filed petition with NCLT, Chennai for its voluntary liquidation.
• The Business operations of Metropolis Healthcare Uganda Limited,
wholly owned subsidiary of the Company have commenced with effect from August 24, 2022.
• The Income Tax Department ('IT Department') conducted a search/
inquiry under the powers conferred
to them by the Income Tax Act, 1961 at the premises of the Company. The
proceedings had no impact on the operational performance of the Company.
SCHEME OF ARRANGEMENT AND AMALGAMATION
The National Company Law Tribunal, Mumbai Bench ("NCLT") on
June 02, 2022 pronounced the order sanctioning the Scheme of Amalgamation and Arrangement
of Merger by Absorption of M/s. Bokil Golwilkar Metropolis Healthcare Private Limited,
M/s. Desai Metropolis Health Services Private Limited, M/s. Dr. Patel Metropolis
Healthcare Private Limited, M/s. Lab One Metropolis Healthcare Services Private Limited,
M/s. Micron Metropolis Healthcare Private Limited, M/s. R. V. Metropolis Diagnostic &
Health Care Center Private Limited, M/s. RajMetropolis Healthcare Private Limited and M/s.
Sudharma Metropolis Health Services Private Limited ("Subsidiary Companies")
with M/s. Metropolis Healthcare Limited ("Holding Company") and their respective
Shareholders which came into effect from July 11,2022.
CHANGES IN CAPITAL STRUCTURE
The paid-up equity share capital of the Company has increased from Rs.
10,23,44,238 (Rupees Ten Crores Twenty-Three Lakhs Forty-Four Thousand Two Hundred and
Thirty-Eight Only) to Rs. 10,24,21,328/- (Rupees Ten Crores Twenty-Four Lakhs Twenty-One
Thousand Three Hundred and Twenty-Eight Only). The face value of each share is Rs. 2
(Rupees Two Only).
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) and Metropolis Restrictive Stock Unit Plan, 2020 (MHL- RSU Plan, 2020) to the
eligible employees of the Company / Subsidiaries.
The details of allotment made under MESOS 2015 and MHL- RSU Plan, 2020
during the year under review is as follows:
Date of
Allotment |
No. of
Equity Shares allotted under MESOS 2015 |
No. of
Equity Shares allotted under MHL - RSU Plan, 2020 |
April 14,
2022 |
- |
128 |
May 02,
2022 |
2,500 |
- |
July 14,
2022 |
- |
25,502 |
October
13, 2022 |
- |
6,043 |
January
07, 2023 |
- |
4,372 |
TOTAL |
2,500 |
36,045 |
During the year under review,
• The Company did not issue any shares with differential voting
rights
• The Company did not buy back any shares,
• The Company did not issue any sweat equity shares
• The Company did not have any scheme to fund its employees to
purchase the equity shares of your Company.
DEPOSITS
During the year under review, 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 and has not taken any loan from the
Promoter Directors.
MATERIAL SUBSIDIARY
Your Company has formulated a Policy for determining Material
Subsidiaries. Further, as per the Policy, your Company does not have any Material
Subsidiary as on March 31,2023.
The Policy is available on the website of your Company which can be
accessed through the following weblink: https://www.metropolisindia.com/newdata/Investors/
Disclosures%20under%20Regulation%2046%20of%20 LODR/9+MHL
Policy+for+determination+of+Material+Subsidiarv. pdf
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Subsidiary Companies of your Company continued to perform in their
respective areas as per the plan and thus contributed firmly to the revenue and profits of
your Company. As on March 31, 2023, your Company has 4 domestic subsidiaries and 7
overseas subsidiaries (including five step- down overseas subsidiaries), 1 Foreign branch
(which is considered as a 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 your Company's
Subsidiaries, Joint Ventures, Associate Companies in the specified format i.e. Form AOC -
1 is annexed as "Annexure 1" to this report.
During the year under review, Bokil Golwilkar Metropolis Healthcare
Private Limited, Desai Metropolis Health Services Private Limited, Dr. Patel Metropolis
Healthcare Private Limited, Lab One Metropolis Healthcare Services Private Limited, Micron
Metropolis Healthcare Private Limited, R. V. Metropolis Diagnostic & Health Care
Center Private Limited, RajMetropolis Healthcare Private Limited and Sudharma Metropolis
Health Services Private Limited ceased to be
subsidiaries on account of merger with Metropolis Healthcare Limited
w.e.f. July 11, 2022.
BOARD OF DIRECTORS
As on March 31,2023, the Board of your Company consists of 7 (Seven)
Directors, of which 5 (Five) are Non-Executive Directors & 2 (Two) are Executive
Directors. The constitution of the Board of your 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.
On the basis of the written representations received from the
Directors, none of the above-mentioned 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 office as a Director.
KEY MANAGERIAL PERSONNEL
As per the provisions of Section 203 of the Companies Act, 2013, the
Key Managerial Personnel of the Company as on March 31,2023 were as under:
1. Dr. Sushil Shah, Chairman & Whole-time Director;
2. Ms. Ameera Shah, Managing Director;
3. Mr. Surendran Chemmenkotil, Chief Executive Officer
4. Mr. Rakesh Kumar Agarwal, Chief Financial Officer; During the
financial year under review,
• Mr. Vijender Singh, Chief Executive Officer, resigned from the
Company with effect from August 17, 2022
• Mr. Surendran Chemmenkotil was appointed as Chief Executive
Officer with effect from January 02, 2023.
• Mrs. Simmi Singh Bisht, Company Secretary designated as Head -
Legal and Secretarial has resigned from the Company with effect from January 07, 2023 and
Ms. Neha Shah was appointed as an Interim Compliance Officer w.e.f. January 08, 2023.
RE-APPOINTMENT OF INDEPENDENT DIRECTOR
The first term of office of Mr. Vivek Gambhir and Mr. Sanjay Bhatnagar
as Independent Directors will cease on September
06, 2023.
The Board on the recommendation of Nomination and Remuneration
Committee has recommended their reappointment as Independent Director of the Company for a
second term of 5 (five) consecutive years w.e.f. September
07, 2023. Appropriate resolutions for their re-appointment have being
placed for the approval of the Members of the Company at the ensuing AGM. The brief resume
of the Director and other related information has been detailed in the Notice convening
the 23th AGM 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. Hemant Sachdev, a Non-Executive Non-Independent 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 May 16, 2023 and the same is being placed before the Members for their approval at
the ensuing 23rd 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, a brief profile of Mr. Hemant Sachdev is
provided as an Annexure to the Notice of the 23rd 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.
Further, the Company has received the declarations from the Independent
Directors confirming that they meet with the criteria of Independence as prescribed under
the provisions of Regulation 16(1)(b) of the 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, 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
Familiarization Programme for the Independent Directors, with a view to familiarize them
with their role, rights, and responsibilities in the Company, the nature of the Industry
in which the Company operates, its business plans, business model, corporate strategy etc.
The Directors are also informed about the financial performance, annual
budgets, internal control system, statutory compliances the Company's vision, core values,
ethics, and corporate governance practices.
Details of the Familiarization Programme of Independent Directors with
the Company are available on the website of the Company and can be accessed through the
following weblink:
https://www.metropolisindia.com/newdata/Investors/
code-of-conduct/Summary%20of%20familiarization%20
piograms%20jmparted%20to%20JMependent%20Directois.
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
2022-23.
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.
In terms of the requirements of Schedule IV of the Act, a separate
meeting of Independent Directors of the Company was held on February 04, 2023 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 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 weblink:
https://www.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 the preparation of the Annual Accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) the Management had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
(c) the Management had 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 Management had prepared the Annual Accounts on a going concern
basis; and
(e) the Management had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively. (For the purposes of this clause, the term "internal financial
controls" means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to the Company's
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 information);
(f) the Management had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Business Responsibility and Sustainability 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.
The Business Responsibility and Sustainability Report for the financial
year ended March 31, 2023 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 SEBI (Listing Obligations and Disclosure
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 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;
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" 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 of Directors met 7 (Seven)
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
1. May 27, 2022
2. July 18, 2022
3. August 10, 2022
4. November 08, 2022
5. December 08, 2022
6. February 10, 2023
7. March 31,2023
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, no significant and material orders were
passed by the Regulators or Courts or Tribunals impacting the going concern status and the
company's operations in the future.
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://www.metropolisindia.com/investors
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. 51 to the Financial Statements.
INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS:
During the year under review, the Auditors of the Company have not
reported any fraud under Section 143 (12) of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
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.metropolisindia.com/newdata/Investors/
Disclosures%20under%20Regulation%2046%20of%20L0DR/ MHL RPT%20Policy%20V2 final
for%20uploading.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. 40 to the financial statements, which
set out Related Party Disclosures.
AUDITORS AND REPORTS Statutory Auditors
M/s. BSR & Co. LLP Chartered Accountants (ICAI Firm No.
101248W/W-100022), were re-appointed as the Statutory Auditors of the Company in the 22nd
Annual General Meeting held on August 17, 2022 to hold office till the conclusion of the
Annual General Meeting of the Company to be held in the Financial year 2026-27.
Secretarial Auditor
Pursuant to Section 204 read with Section 134(3) of the Companies Act,
2013 along with the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors had appointed M/s. Manish Ghia & Associates,
Practising Company Secretaries, Mumbai, to undertake the Secretarial Audit of the Company
for the Financial Year ended March 31,2023. The Secretarial Audit Report in the prescribed
Form No. MR-3 is annexed as "Annexure 2" and forms a part of this report.
There is no qualification, reservation, adverse remark or disclaimer
made by the Statutory Auditors or Secretarial Auditors in their Report.
The Company has ensured that books of accounts and other relevant books
& papers are always maintained in an electronic mode and accessible in India. However,
the Company's server of the ERP system is on the cloud which is located outside India and
daily back-up was started effective March 29, 2023 instead of August 11,2022.
INTERNAL AUDITOR
The Company has a robust internal audit system for assessment of audit
findings and its mitigation. The Internal Audit function covers all the labs, inventory
audit, stock take, audit for project related accounts, corporate accounts etc. Pursuant to
the provisions of Section 138 of the Companies Act, 2013 along with the Companies
(Accounts) Rules, 2014, and based on the recommendation of the Audit Committee, M/s.
Suresh Surana & Associates LLP, were appointed by the
Board of Directors to conduct internal audit reviews of the Company and
they directly report to the Audit Committee for functional matters.
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.
RECONCILIATION OF SHARE CAPITAL
A qualified Practicing Company Secretary has 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 dematerialized 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 management approach, does collective
identification of risks which are impacting the Company's business and documents, and
ensures mitigation and optimization of such risks. The Risk Management Policy is available
on the website of the Company and can be accessed through the following weblink:
https://www.metropolisindia.com/newdata/Investors/code- of-conduct/MHL
Risk-Management-Policy.pdf
INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY
During the year under review, the Company had an effective and robust
internal control system in place which included financial controls as well. The systems
were assessed at regular intervals to identify any weakness and services of professional
consultants were obtained to remove such weaknesses wherever required.
Further, the members of the Audit Committee on regular basis
communicates with the Statutory Auditors, Internal Auditors and management to deal with
the matters within their terms of reference.
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 in India. This ensures that the financial statements
reflect the 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 the 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 the 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 conduct an audit of its Cost records. The aforementioned audit
is required to be conducted by a Cost Accountant. Accordingly, the Board of Directors of
the Company, based on the recommendation of the Audit Committee, have 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 2023-24 at a remuneration of Rs.
1,50,000/- plus applicable GST and reimbursement for travelling and out-of-pocket
expenses, subject to the ratification of their remuneration by the Members of the Company
at the ensuing AGM.
As per Section 141 of the Act and the Rules framed thereunder, M/s.
Joshi Apte & Associates have furnished a certificate confirming their eligibility and
consent for appointment as 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 COMPANY'S HOLDING OR SUBSIDIARY COMPANY
The Managing Director and Whole Time Director have not received any
remuneration from the 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 the
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 CSR Policy of the Company as approved by the Board, based 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://www.metropolisindia.com/newdata/Investors/CSR/
MHL-Revised+CSR+policy wef+May+27-2021.pdf The complete details on the CSR activities are
annexed as "Annexure 3" to the Board's 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.
CREDIT RATING
During the year under review, CRISIL, a Credit Rating agency has given
a rating of 'CRISIL AA-/Positive' on the NonConvertible Debentures and the long-term loan
facility of the Company
Further, CRISIL has also reaffirmed its CRISIL A1+ rating to the short
term bank facility of the Company.
The Company has not issued any Non- convertible debentures and the
Company has an outstanding bank loan of Rs. 7916.67 Lakhs for the financial year ended
March 31,2023.
EMPLOYEE STOCK OPTIONS / RSU PLAN
The Nomination and Remuneration Committee 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 an addition of 100,000 (One
Lakh) RSU's in the existing pool under the MHL-RSU Plan, 2020. The said addition increased
the RSU pool from 2,70,000 (Two Lakhs Seventy Thousand) to 3,70,000 (Three Lakhs Seventy
Thousand) RSU's.
During the year under review, the following allotment of shares took
place pursuant to MESOS 2015 and RSU Plan, 2020:
Date of
Allotment |
No. of
Equity Shares allotted under MESOS 2015 |
No. of
Equity Shares allotted under MHL - RSU Plan, 2020 |
April 14,
2022 |
- |
128 |
May 02,
2022 |
2,500 |
- |
July 14,
2022 |
- |
25,502 |
October
13, 2022 |
- |
6,043 |
January
07, 2023 |
- |
4,372 |
TOTAL |
2,500 |
36,045 |
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 annexed to this report as "Annexure 4".
INDUSTRIAL RELATIONS
The Company's 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 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.
DEMATERIALIZATION OF SHARES
All the Shares of your Company are in Dematerialization mode. The ISIN
of the Equity Shares of your Company is INE112L01020.
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 to energy
conservation measures, including regular review of energy consumption and effective
control of utilization 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 place by educating and training the employees to conserve energy.
The Company has installed invertor AC in areas which are operating at
extended hours. Energy saving LED lights are installed at various laboratories and
collection centres.
Every year, an energy audit is conducted at the Central Laboratory of
the Company, which is carried out by an Independent Professional Agency. |
ii) |
Steps taken
by the Company for utilizing 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 the Service Sector has adopted all new technology in terms of new
software and hardware and latest machinery with automated processes, available in the
current Technoenvironment which 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 and development |
Nil |
C |
FOREIGN
EXCHANGE EARNINGS AND OUTGO |
(Rs. in
Lakhs) |
i) |
Foreign
Exchange inflow |
1,822.50 |
ii) |
Foreign
Exchange outflow |
502.76 |
VIGIL MECHANISM/ WHISTLEBLOWER
The Company has in place a vigil mechanism in place in accordance with
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 and violation of the
Company's 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://www.metropolisindia.com/newdata/Investors/code-
of-conduct/Whistle Blower Policy.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, 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 under review, 2 (two) complaints were received out of
which 1 (one) was resolved during the year and 1(one) after the closure of the financial
year. Both Complaints were
resolved in accordance with Company's Policy on prevention of Sexual
Harassment.
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.
Further, during the year under review, the Company has complied with all the applicable
provisions, laws and secretarial standards.
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 Company's 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 Company's Joint Venture
Partners, Banks, and other Stakeholders for their continued co-operation and support in
the Company's growth and in its operations.
|
For and On
Behalf of the Board of Directors |
|
Metropolis
Healthcare Limited |
|
Sd/- |
|
Dr. Sushil
Shah |
Place:
Mumbai |
Chairman
& Executive Director |
Date: May
16, 2023 |
DIN:
00179918 |
|