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Directors Report of Looks Health Services Ltd.

Mar 31, 2014

Dear Shareholders,

The Directors have great pleasure in presenting the 3rd Annual Report together with the Audited Balance Sheet as at 31st March, 2014 and Profit & Loss Account for the year ended on that date.

FINANCIAL RESULTS (in Rupees)

Particulars Year Ending Year Ending 31st March, 31st March, 2014 2013

Sales 19,649,496 20,245,277

Total Income 32,016,928 33,150,602

Total Expenses 26955917 28599504

EBIDTA 5061011 4551098

Depreciation & amortization expenses 5,044,061 3,928,927

Interests _ _

Taxes 59,779 183,913

Net Profit/Loss After Tax (42,829) 438,259

No. of Equity Shares 60,00,000 60,00,000

EPS (0.01) 0.07

During the year under review, Company has 5 op- erational Branches Bandra, Andheri, Goa (Calungut Beach & Panjim) & Santacruz.

REPORT ON UTILIZATION OF IPO FUNDS DUR- ING THE YEAR

Particulars Amount

Funds raised from Public Issue (including share premium) 12,00,00,000

Less - Utilization of Funds

Medical Equipments, Computers & Other Assets 7,638,544

Inter Corporate Deposits 57,500,000

Working Capital 50,370,148

IPO Expenses 4,231,517

Balance held as Cash & Cash Equivalents 259,791

DIVIDEND

In view of Loss incurred, directors do not recom- mend any dividend during the year under review.

DEMATERIALIZATION OF SHARES

In the year currently under review, the Company''s equity shares have been dematerialized to be traded in electronic form in the Depository systems oper- ated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Lim- ited (CDSL), Mumbai.

Further, the Company has appointed M/s Sharepro Services (I) Private Limited as the Registrar to the Company

SUBSIDIARIES

Presently, there is no subsidiary of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

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

PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any fixed deposits from the public.

PARTICULARS OF EMPLOYEES

Your Directors'' would like to place on record their deep appreciation of all employees for dedicated and sincere services rendered by them.

The Statement of employees required under Sec- tion 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amend- ment Rules, 1975 is not annexed, as there is no employee drawing salary exceeding the present lim- its as provided under the Act i.e. drawing monthly remuneration exceeding Five Lakh Rupees and an- nual remuneration exceeding Sixty Lakh Rupees.

PARTICULARS OF CONSERVATION OF EN- ERGY, TECHNOLOGY ABSORPTION & FOR- EIGN EXCHANGE EARNING AND OUTGO

The provisions of Section 217 (1) (e) of the Com- panies Act, 1956 and the Companies (Disclosure of Particulars in the report of Board of Directors'') Rules, 1988 regarding conservation of energy and technology absorption are not applicable. Therefore the information relating to conservation of energy or technology absorption etc is not given. The for- eign exchange earnings and outgo during the year are as follows:

Foreign Earnings : NIL Foreign Outgo: Rs. 22491/-

AUDITORS

M/s S. D. MOTTA & ASSOCIATES, Statutory Audi- tors of the Company, retire at the conclusion of the ensuing Annual General Meeting of the Company. In place of them M/s. KRIPLANI MILANI & CO., Chartered Accountants, Mumbai (Firm Registration No. 130461W) be and are hereby appointed as Statutory Auditors of the Company for a term of five consecutive years. The Board of Directors and the Audit Committee recommend their appointment for the ensuing year.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, with respect to Direc- tors'' Responsibility Statement, the Directors hereby confirm that:-

(i) In the preparation of the annual accounts for the year ended March 31,2014, the applicable Accounting Standards have been followed and proper explanations were provided for mate- rial departures.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are rea- sonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit and loss of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate account- ing records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevent- ing and detecting fraud and other irregularities;

(iv) The Directors had prepared the annual accounts

for the financial year ended March 31, 2014, on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 52 of the Listing Agree- ment to be entered into with Bombay Stock Ex- change Ltd., Management Discussion and Analysis Report is presented in the separate section and forms an integral part of the Directors Report.

CORPORATE GOVERNANCE

The Company''s Equity Shares got listed on May 30, 2012 on SME platform of BSE Ltd. (BSE). A detailed report on the Corporate Governance in compliance with Clause 52 of the Listing Agreement is presented as a part of the Annual Report. A Cer- tificate from the Auditor on the compliance with Cor- porate Governance requirements by your Company is attached to the Report on Corporate Governance.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance re- ceived from Shareholders, Bankers, regulatory bod- ies and other business constituents during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the commitment dis- played by all executives, officers and staff, result- ing in successful performance of the Company dur- ing the year.

By Order of the Board For Looks Health Services Limited

Sd/-

Pritesh Doshi Director DIN:05155318

Date: 02.09.2014 Place: Mumbai


Mar 31, 2013

Dear Shareholders,

The directors have pleasure in presenting the 2nd Annual Report of the Company along with Audited Financial Results for the year ended 31st March 2013.

1. FINANCIAL HIGHLIGHTS -

The working results of the company for the year stand as under -

(Amt. in Rs.)_

PARTICULARS For the year ended For the year ended 31st March 2013 31st March 2012

Gross Income 33,150,602 1,499,600

Net Profit Net Loss Before Income Tax 622171 (4,500,951)

Provision for Income Tax 183913 (116,336)

Profit Loss after Tax 438258 (4,384,615)

Appropriation out of profit NIL NIL

Proposed Dividend NIL NIL

Transfer to General Reserve NIL NIL

Transfer to Special Reserve NIL NIL

Balance Carried to Balance Sheet 438258 (4,384,615)

During the year under review, Company had 5 operational branches at Bandra, Andheri, Delhi, Goa (Calungut Beach) & Dadar & one at Chembur was in process from April''2013. Further company has opened another branch in Goa at Panjim and same was operational from August''2013.

Since Company was not operational for full year in previous year and hence comparison of current years financials with previous years will not be possible. Still Company could break even during the year under review & earn a nominal profit of Rs.4.38 Lacs during the year.

Report on Utilization of IPO Funds during the year

Particulars Amount (In Rs.)

Funds raised from Public Issue (including share premium) 12,00,00,000/-

Less - Utilization of Funds

Medical Equipments, Computers & Other Assets 54,27,366/-

Working Capital 78,35,957/-

New Branch Off. Deposit & BSE IPO Deposit 16,80,000/-

Inter Corporate Deposits given (Temporary) 9,75,00,000/-

IPO Expenses 42,31,517/-

Balance held as Cash & Cash Equivalents 33,25,160/-

2. CORPORATE GOVERNANCE

Report on Corporate Governance along with the Management Discussion & Analysis Statement & Auditors Com- pliance Certificate is included as a part of this report.

3. DIVIDEND

Considering the expansion plans & in order to conserve resources for future, directors do not recommend any dividend during the year under review.

4. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Separate Management''s Discussion & Analysis Report, which is enclosed, forms part of this report.

5. DIRETORS

In accordance with the provision of the Companies Act, 1956 and the Articles of Association of the Company, Mr. Prashant R. Vikram & Mr. Dhruvaprakash Shetty retire by rotation at this Annual General Meeting and being eligible offer themselves for reappointment.

6. AUDITORS

M/s. S.D.MOTTA & ASSOCIATES , Chartered Accountants, who were appointed as Statutory Auditors of the Company to hold office till the conclusion of this Annual General Meeting and being eligible are recommended for re-appointment.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act11956, Directors confirm -

(1) That in preparation of annual accounts the applicable accounting standards has been followed along with proper explanation relating to material departures.

(2) That they have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of company at the end of financial year & of profit & Loss Account of the company for that period.

(3) That they have taken proper 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 & detecting fraud & irregularities.

(4) That they have prepared the annual accounting ongoing concern basis.

8. PUBLIC DEPOSIT

During the year 2012-13 the company has not accepted or invited any deposits from the public.

9. PARTICULARS OF EMPLOYEES

The particulars that are required under section 217 (2A) of the Companies Act, 1956 are not applicable to the Company as no employee is paid remuneration above Rs.5 Lac p.m.

11. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

The particulars which are required under section 217(l)(e) of the companies Act 1956, are not applicable to the Company. Company''s earnings in Foreign Exchange are to the tune of Rs. Nil and outgoing are US$ 1670 (Rs. 91783/-) for FY2012-13 (For Purchase of Imported Medical Equipments).

11. ACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere appreciation for the encouragement and co-operation received by the company from the bankers, government authorities, Securities & Exchange Board of India. Directors also wish to place on record their deep appreciation for the work done by the employees. Your Directors are particularly grateful to you for your continued support, understanding encouragement.

FOR & ON BEHALF OF THE BOARD

FOR LOOKS HEALTH SERVICES LTD.



Sd/-

PLACE : MUMBAI (MR. PRASHANT VIKRAM)

DATE : 30/05/2013 CHAIRMAN

 
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