Outcome of the Board Meeting August 6 2021
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Ref: MHL/Sec&Legal/2021-22/34 Date: August 6, 2021 To, Head, Listing Compliance Department Head, Listing Compliance Department BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers Dalal Street, Exchange Plaza, Plot No. C/1. G Block, Mumbai - 400 001. Bandra -Kurla Complex, Bandra (East), Mumbai- 400051. Scrip Code: 542650 Scrip Symbol: METROPOLIS Subject: Outcome of the Board Meeting held on August 6, 2021 Reference: Regulation 30, 33 and 37 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Dear Sir/Madam, This is to inform you that the Board of Directors of the Company at their meeting held today have inter-alia: 1. Approved the Unaudited Standalone and Consolidated Financial Statements of the Company for the quarter ended June 30, 2021 and took note of the Limited Review Report issued by the Statutory Auditors on the Unaudited Standalone and Consolidated Financial Statements of the Company for the quarter ended June 30, 2021; The copy of the Unaudited Standalone & Consolidated Financial Statements of the Company as approved by the Board of Directors together with the Limited Review Report thereon for the quarter ended June 30, 2021 is enclosed as Annexure – 1. 2. Took note of the recommendation of the Audit Committee and subject to requisite consents / approvals, approved the Scheme of merger by absorption of Bokil Golwilkar Metropolis Healthcare Private Limited and Desai Metropolis Health Services Private Limited and Dr. Patel Metropolis Healthcare Private Limited and Lab One Metropolis Healthcare Services Private Limited and Micron Metropolis Healthcare Private Limited and R. V. Metropolis Diagnostic & Health Care Center Private Limited and Raj Metropolis Healthcare Private Limited and Sudharma Metropolis Health Services Private Limited (“Transferor Companies”) with the Company and their respective Shareholders (“Scheme”) under the provisions of sections 230 to 232 of the Companies Act, 2013; Brief details pertaining to the same as required under SEBI (LODR) Regulations, 2015 are enclosed as Annexure – 2. 3. Approved fund raise of up to Rs. 15,000 million by way of private placement or preferential issue or public issue or through any other permissible mode and/or combination thereof, including by way of qualified institutions placement, in accordance with applicable laws and subject to appropriate sanctions, permission and approvals including shareholders’ approval and statutory and regulatory approvals, as may be required; 4. Approved the Postal ballot Notice in terms of Section 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 for seeking shareholders’ approval; BLOOD TESTS • DIAGNOSTICS • WELLNESS Metropolis Healthcare Limited Registered & Corporate Office: 250 D, Udyog Bhavan, Hind Cycle Marg, Worli, Mumbai - 400 030. CIN: L73100MH2000PLC192798 Tel No.: 8422 801 801 Email: [email protected] Website: www.metropolisindia.com Global Reference Laboratory: 4th Floor, Commercial Building-1A, Kohinoor Mall, Vidyavihar (W), Mumbai - 400 070. 5. Approved the acquisition of the balance Equity stake of 35% i.e. 10,50,000 Equity shares of Rs.10/- each in Metropolis Histoxpert Digital Services Private Limited (‘Histoxpert’) pursuant to a fresh valuation report issued by M/s. R.V. Shah & Associates, Chartered Accountants; Brief details pertaining to the acquisition as required under SEBI (LODR) Regulations, 2015 are enclosed as Annexure – 3. 6. Approved the appointment of Ms. Simmi Singh Bisht having Membership Number ACS 23360 as the Company Secretary and Compliance Officer of the Company (designated as Head - Legal and Secretarial) with effect from August 6, 2021 and took note of the cessation of Mr. Danish Allana as the Interim Compliance Officer of the Company with effect from August 6, 2021; Brief details pertaining to the same as required under SEBI (LODR) Regulations, 2015 are enclosed as Annexure – 4. 7. Authorized the Key Managerial Personnel of the Company to determine the materiality of events as prescribed under Regulation 30 (5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Details of the Company officials are enclosed as Annexure – 5. The meeting commenced at 11:15 a.m. and concluded at 1:00 p.m. Thanking you, Yours faithfully For Metropolis Healthcare Limited Ameera Sushil Shah Managing Director DIN: 00208095 Encl. a/a BLOOD TESTS • DIAGNOSTICS • WELLNESS Metropolis Healthcare Limited Registered & Corporate Office: 250 D, Udyog Bhavan, Hind Cycle Marg, Worli, Mumbai - 400 030. CIN: L73100MH2000PLC192798 Tel No.: 8422 801 801 Email: [email protected] Website: www.metropolisindia.com Global Reference Laboratory: 4th Floor, Commercial Building-1A, Kohinoor Mall, Vidyavihar (W), Mumbai - 400 070. B S R & Co. LLP Chartered Accountants 14th Floor, Central B Wing and North C Wing, Telephone: +91 22 6257 1000 Nesco IT Park 4, Nesco Center, Fax: +91 22 6257 1010 Western Express Highway, Goregaon (East), Mumbai - 400 063 Limited Review Report on unaudited quarterly consolidated financial results of Metropolis Healthcare Limited under Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 To the Board of Directors Metropolis Healthcare Limited We have reviewed the accompanying Statement of unaudited consolidated financial results of Metropolis Healthcare Limited (“ the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net profit after tax and total comprehensive income of its joint venture for the quarter ended 30 June 2021 (“the Statement”), being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended(‘Listing Regulations’). This Statement, which is the responsibility of the Parent’s management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013, and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations. Our responsibility is to express a conclusion on the Statement based on our review. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33 (8) of the Listing Regulations, to the extent applicable. The Statement includes the results of the following entities as stated- Sr No Name of Entity Relationship 1 Sudharma Metropolis Health Services Private Limited Subsidiary 2 Bokil Golwilkar Metropolis Healthcare Private Limited Subsidiary 3 Raj Metropolis Healthcare Private Limited Subsidiary 4 Desai Metropolis Health Services Private Limited Subsidiary 5 R.V. Metropolis Diagnostics & Healthcare Centre Private Limited Subsidiary 6 Micron Metropolis Healthcare Private Limited Subsidiary 7 Dr. Patel Metropolis Healthcare Private Limited Subsidiary 8 Lab One Metropolis Healthcare Services Private Limited Subsidiary 9 Amins Pathology Laboratory Private Limited Subsidiary Registered Office: B S R & Co. (a partnership firm with Registration No. BA61223) converted into B S R & Co. LLP (a Limited Liability Partnership with LLP Registration No. AAB-8181) with effect from October 14, 2013 14th Floor, Central B Wing and North C Wing, Nesco IT Park 4, Nesco Center, Western Express Highway, Goregaon (East), Mumbai - 400063 B S R & Co. LLP Limited Review Report on unaudited quarterly consolidated financial results of Metropolis Healthcare Limited under Regulation 33 of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (Continued) Metropolis Healthcare Limited 4. The Statement includes the results of the following entities as stated- (Continued) Sr No Name of Entity Relationship 10 Ekopath Metropolis Lab Services Private Limited Subsidiary 11 Metropolis Healthcare Lanka Private Limited Subsidiary 12 Metropolis Healthcare (Mauritius) Limited Subsidiary 13 Metropolis Star Lab Kenya Limited Subsidiary 14 Metropolis Healthcare Ghana Limited Subsidiary 15 Metropolis Bramser Lab Services (Mtius) Limited Subsidiary 16 Metropolis Healthcare (Tanzania) Limited Subsidiary 17 Metropolis Histoxpert Digital Services Private Limited Joint Venture Attention is drawn to the fact that the figures for the 3 months ended 31 March 2021 as reported in these financial results are the balancing figures between audited figures in respect of the full previous financial year and the published year to date figures up to the third quarter of the previous financial year. The figures