DIRECTOR'S REPORT  

Dear Shareholders,

For the Financial Year Ended on 31st March, 2015

Your Directors have great pleasure in presenting the 4th Annual Report together with the Audited Balance Sheet as at 31st March, 2015 and Profit & Loss Account for the year ended on that date

b. Operations:

There was no change in nature of the business of the Company, during the year under review.

c. Subsidiaries:

Presently, there is no subsidiary of the Company.

d. Consolidated Financial Statements:

Since there is no subsidiary of the Company at present, hence no consolidated financial State­ments have been prepared.

e. Dividend:

In order to conserve future resources, your Direc­tors have not recommended any dividend for the financial year under review.

f. Revision of Financial Statement:

There was no revision of the financial statements for the year under review.

g. Deposits:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under re­view. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

h. Disclosures Under Section 134(3)(L) Of The Companies Act, 2013:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

i. Disclosure of Internal Financial Controls:

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 observation has been received from the Inter­nal Auditors of the Company for inefficiency or inadequacy of such controls.

j. Disclosure of Orders Passed By Regulators or Courts or Tribunal:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

k. Particular of Contracts or Arrangement with Related Parties:

The details of transactions/contracts/arrange­ments entered by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, dur­ing the financial year under review, are furnished in Annexure II and forms part of this Report.

I. Particulars of Loans, Guarantees, Invest­ments and Securities:

Full particulars of loans, guarantees, invest­ments and securities provided during the finan­cial year under review along with the purposes for which such loans, guarantees and securi- ties are proposed to be utilized by the recipients thereof, has been furnished in Annexure III which forms part of this report.

m. Disclosure Under Section 43(A)(li) Of The Companies Act, 2013:

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

n. Disclosure Under Section 54(1 )(D) Of The Companies Act, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1 )(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

O. Disclosure Under Section 62(1)(B) Of The Companies Act, 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1 )(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

p. Disclosure under Section 67(3) Of the Com­panies Act, 2013:

During the year under review, there were no in­stances of non-exercising of voting rights in re­spect of shares purchased directly by employ­ees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

q. Initial Public Offering:

During The Year 2012 -13, the Company came out with an Initial Public Offering of 30,00,000 Equity Shares of the Face Value of Rs. 10/- Each for Cash at a Price of Rs. 40/- Per Share (Includ­ing a Share Premium) Aggregating to Rs. 1200 lacs.

The Public Issue opened for subscription on 12*1 May, 2012 and closed on 16th May, 2012.The basis of Allotment was finalized in consultation with the Designated Stock Exchange - Bombay Stock Exchange Limited on 24th May, 2012. The Company's Shares got listed on the SME Plat­form of BSE Limited w.e.f. 30th May, 2012.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGE­RIAL PERSONNEL

-Dr. Nishita Sheth (DIN No. 02190381),

* Dr.Prasant Ramakant Vikram, Dhruvaprakash Shetty (Din No.05164804 ), Deepak Meghraj Doshi (Din No.00677220), Narpatraj Rajmal Bafna (Din No.05217709), Pritesh Champalal Doshi (Din No.05155318) are Directors of the Company.

* Dr. Prashant Vikram Resigned w.e.f. 7/01/2015 & appointed as C.F.O. w.e.f. 8/01/2015

Prasant Ramakant Vikram was appointed as Key Managerial Person designated as Chief Fi­nancial Officer of the Company.

b) DECLARATIONS BY INDEPENDENT DIREC­TORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMIT­TEES AND POLICIES:

a. BOARD MEETINGS:

The Board of Directors met Four times during the financial year ended 31st March 2015 in ac- accordance with the provisions of the Companies Act, 2013 and rules made there under.

The dates on which the Board of Directors met during the financial year under review are 30,h May, 2014,,02nd September, 2014, 14,h November, 2014,8,h January,2015, 28th January, 2015.

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial state­ments of the Company for the year ended 31st March, 2015, the Board of Directors hereby con­firms 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. 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 at 31 st March, 2015 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken 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 annual accounts of the Company have been prepared on a going concern basis;

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

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Di­rectors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Dhruvaprakash Shetty, Chairman & Indepen­dent Director

2. Mr. Pritesh Champalal Doshi, Member & Whole time Director

3. Mr. Deepak Meghraj Doshi, Independent Director

Member &

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appoint­ment of and payment of remuneration to the Directors of the Company, are as under:

Minimum Qualification Positive Attributes Independence Experience

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Com­panies Act, 2013. The composition of the Audit Com­mittee is in conformity with the provisions of the said section. The Audit Committee comprises of:

1. Mr. Dhruvaprakash Shetty, Chairman & Inde­pendent Director

2. Mr. Pritesh Champalal Doshi, Member & Whole time Director

3. Mr. Narpatraj Rajmal Bafna, Member & Inde­pendent Director

The scope and terms of reference of the Audit Com­mittee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges.

During the year under review, the Board of Direc­tors of the Company had accepted all the recom­mendations of the Committee.

e. Stakeholders Relationship (Investor Grievance) Committee:

Committee Comprises of the following Directors -

Mr. Dhruvaprakash Shetty, Chairman & Independent Director

Mr. Pritesh Champalal Doshi Whole time Director

Mr. Narpatraj Rajmal Bafna, Independent Director

The Stakeholders Relationship (Investor Grievance) Committee attends to shareholders queries and solves them, ensures financial statements are pro­vided and takes responsibility of shares transfer etc.

f. VIGIL MECHANISM POLICY (WHISTLE BLOWER POLICY) FOR THE DIRECTORS AND EMPLOY­EES:

The Board of Directors of the Company has, pursu­ant to the provisions of Section 178(9) of the Com­panies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory re­quirements, incorrect or misrepresentation of any, fi­nancial statements and reports, etc.

The employees of the Company have the right/op­tion to report their concern/grievance to the Chair­man of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of busi­ness operations.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's busi­nesses, and define a structured approach to man­age uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic busi­ness plans and in periodic management reviews.

g. CODE OF CONDUCT:

Your Company has laid down a Code of Conduct ("Code") for all the Board Members and Senior Man­agement Personnel of the Company. The Code is available on the website of the Company i.e. www.looksclinic.com All Directors and Senior Man­agement Personnel of the Company have affirmed compliance with the Company's Code of Conduct for the financial year ended March 31, 2015.

h. CORPORATE SOCIAL RESPONSIBILITY POLICY:

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Corporate Social Responsi­bility (CSR) Committee is not required to be formed for the Company.

i. ANNUAL EVALUATION OF DIRECTORS, COMMIT­TEE AND BOARD:

A statement indicating the manner for evaluation of performance of the Board and its committee, indi­vidual Directors is attached with the Board Report as Annexure IX and forms part of this Report.

j. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company's business and size and complexity of its operations are in place has been operating satisfactorily. Internal control sys­tems comprising of policies and procedures are de­signed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used ef­ficiently and adequately protected.

4. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31 ST MARCH 2015:

The observations made by the Statutory Audi­tors in their report for the financial year ended 31st March 2015 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31 ST MARCH 2015:

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practic­ing Company Secretary. VKM & Associates, Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2014-15.

Secretarial Audit Report issued by VKM & As­sociates, Company Secretaries in Form MR-3 for the financial year 2014-15 forms part to this report. The said report does not contain any ob­servation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. INTERNAL AUDITORS & INTERNAL AUDIT REPORT:

M/s S. D. Motta & Associates, Chartered Ac­countants performs the duties of internal

Auditors of the company and their report are reviewed by the audit committee from time to time.

d. RATIFICATION OF APPOINTMENT OF AUDI­TORS:

Pursuant to the provisions of Section 139 of the

Companies Act, 2013 and the Companies (Au­dit and Auditors) Rules, 2014, M/s. Kriplani Milani & Co., Chartered Accountants, the Statutory Au­ditors of the Company have been appointed for a term of five years. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Audi­tors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Necessary resolution for ratification of appoint­ment of the said Auditors is included in the No­tice of AGM for seeking approval of members.

5. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th De­cember, 2013.

Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any com­plaint of Harassment.

6. OTHER DISCLOSURES:

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. Extract Of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the An­nual Return for the financial year ended 31st March 2015 made under the provisions of Sec­tion 92(3) of the Act is attached as Annexure XI which forms part of this Report.

b. Conservation Of Energy, Technology Absorp­tion And Foreign Exchange Earnings And Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of en­ergy and technology absorption have not been furnished considering the nature of activities un­dertaken by the company during the year under review. Foreign exchange earnings and outgo etc. are furnished in Annexure XII which forms part of this report.

c. Related Party Transaction:

The Company has entered into material signifi­cant transactions with its related parties. The details of transactions with the Company and related parties are given for information under notes to Accounts.

d. Particulars of Employees:

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV.

e. Corporate Governance Certificate:

The Compliance certificate from the auditors or practicing company secretaries regarding com­pliance of conditions of corporate governance as stipulated in Clause 52 of the SME Listing agreement shall be annexed with the report.

f. Listing Fees:

The Company confirms that it has paid the an­nual listing fees for the year 2015-16 to the Bombay Stock Exchange.

g. Acknowledgements and Appreciation:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institu­tions and Central and State Governments for their consistent support and encouragement to the Company.

By Order of the Board

For Looks Health Services Limited

Sd/- Pritesh Doshi

Director

DIN:05155318

Date 04.09.2015

Place : Mumbai