The Directors take pleasure in presenting the 27th Annual Report of theCompany along with the audited accounts for the year ended 31st March 2015.
| || ||(Rs. In Lakhs) |
|Particulars || |
Year Ended 31/03/2015
|Year Ended 31/03/2014 |
|Total Income ||71436.50 ||67858.98 |
|Profit before tax ||4954.73 ||5415.40 |
|Provision for taxation ||1705.61 ||1871.81 |
|Net Profit (PAT) ||3249.12 ||3543.58 |
|Balance brought forward from ||5669.54 ||4356.51 |
|previous year || || |
|Amount available for appropriation ||8918.66 ||7900.09 |
|Appropriations || || |
|Depreciation charge ||764.52 ||- |
|Net Deferred tax liability reversed ||259.86 ||- |
|on Depreciation charge || || |
|Transferred to General Reserve ||300.00 ||300.00 |
|Dividend (Proposed) ||1650.11 ||1650.11 |
|Corporate Dividend Tax ||329.93 ||280.44 |
|Balance carried to Balance Sheet ||6133.96 ||5669.54 |
TRANSFER TO RESERVES
The Company proposes to transfer Rs. 300.00 lakhs to the General Reserve out of theamount available for appropriation.
The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.80per share (18 percent) for the financial year ended 31st March 2015 (previousyear Rs. 1.80 per share).
RESULTS OF OPERATIONS AND THE STATE OF COMPANY S AFFAIRS
During the financial year under review the Company registered growth in its workingand achieved higher income. The total income of the Company increased 5% from Rs.67858.98 lakhs last year to Rs. 71436.50 lakhs. The Companys EBIDTA was Rs.8583.03 lakhs compared to Rs. 9184.83 lakhs in the previous year. The profit after tax(PAT) decreased from Rs. 3543.58 lakhs to Rs. 3249.12. The number of admissions ofpatients increased from 43284 last year to 44376 - a steady growth of 3%. RepeatOutpatients (OP) increased from 264351 to 283964 - a growth of 7%. The Average Length ofStay (ALOS) remained stable at 4.8 days.
The overall bed occupancy of the hospital has been consistent at an average of 82% forthe year. The current total bed strength is 716.
The Hospital remained the busiest Transplant Centre in the World and carried out 1077solid organ transplant surgeries including 761 Kidney and 316 Liver Transplants. The SolidOrgan Transplant Program registered a growth of 13%. Therapeutic and diagnostic modalitiesin the Digital Subtraction Angiography lab increased from 372 to 435 a growth of17%. The Endoscopic Bronchial Ultra Sonography (EBUS) system acquired last year has beenfound to be very beneficial to the patients registering a growth of more than 75%compared to last year. A growth of 32% was registered in Bone Marrow Transplantation.
The number of Apollo Health Check increased from 25661 to 28345 a growth of 10%.Growth in outpatients was registered in many specialties and super-specialties such as 20%growth in Nephrology 7% in Ophthalmology ENT including Head and Neck SurgeryOrthopaedics and Urology (excluding transplant surgery) 24% in Oncology 21% in Thoracicand Vascular surgery 18% in Plastic and Cosmetic surgery 11% in General Surgery andInternal Medicine 10% in Gastroenterology and 8% in Obstetrics and Gynaecology.
There was steady growth of Robotic Surgeries during the year. A Robotic Spine Surgeryfor Collapsed Vertebra on an 11 year old boy was performed in the Hospital probably oneof the first in the world. The Hospital won the BMJ Award 2014 for the Surgical Team ofthe Year.
A successful shoulder rotator cuff reconstruction on a 93 year old lady was done. A 45year old American man who required a second liver transplant but surgery for which wasfound to be too complex at renowned hospitals in USA and Singapore underwent a successfulliver transplant at the hospital. All such extraordinary cases highlight the highest levelof quality and expertise in the Hospital putting it on par with the best in the world.
The hospital registered itself with the National Organ and Tissue TransplantOrganization (NOTTO) the apex body for nation-wide activities of coordination andnetworking for procurement and distribution of Organs and Tissues including maintenance ofa registry of Organs and Tissues Donation and Transplantation in the country.
The number of consultants in the hospital increased to 395 as 43 new consultants joinedthe hospital this year. On an average more than 76 man hours of training was undertakenper employee over the year to maintain the high standard of services and to adopt newclinical modalities.
Project Priceless an Apollo wide initiative supported by inputs from Bain &Company to improve overall patient experience and improve patient and physician advocacyfor the Hospital commenced in June 2014. After in-depth market surveys of patientscommunity and referring doctors a number of initiatives have been undertaken. Resultshave been very encouraging and implementation will be continued for maximum positiveimpact.
Apollo Hospitals Noida continued its strong performance across all operationalparameters and remained one of the leading destinations for Mother and Child CareDialysis and Preventive Master Health Checks. Growth was evident with increase in thenumber of deliveries by 10% Dialysis by 4% Master health Check by 32% Non InvasiveCardiology by 35% and Radiological investigations by 25%. The hospital has established anin-house authorization committee for approval of organ transplant in the Hospital. Morethan 40 cases of renal transplant have been done successfully in the hospital. Fetalmedicine department and Eye Care centre have been setup and they have receivedoverwhelming response from the patients enhancing patients satisfaction. All lab testsincluding microbiology histopathology cytology are now being done at Apollo HospitalsNoida. The Hospital got re-accreditated by NABH.
The Hospital has been providing free treatment (excluding medicines and consumables) tothe patients referred by the Government of NCT of Delhi since June 1998. A Nodal medicalofficer deputed by the Directorate of Health Services is present in the hospital tosupport guide and monitor the treatment of patients referred by the Government. Duringthe year a total of 10121 patients (8217 Out Patients and 1904 In Patients) weretreated under the free category. On an average 75 to 80 in-patients per day are treated inthe Hospital under the free category.
Excellence in Operations
The hospital remained committed to providing world-class quality care and services andthere was renewed focus on improving operational efficiencies across functions improvingpatient services and enhancing safety for patients and staff. The hospital introducedelectronic Voice of Customer feedback system which focuses on improving services byacting on suggestions and concerns on a real-time basis. The new system enables bettermonitoring of feedback detailed ward and service wise reporting and mechanics to ensurevertical and horizontal reporting of concerns across services. It has yielded encouragingresults and department heads and service staff are now more attuned to patientsneeds and concerns.
The hospital introduced anti-microbial blinds and new cleaning techniques to ensure amore hygienic environment for our patients. Renovation activities which include theOrange Lounge an exclusive all-services lounge for patients waiting to seek admission atthe hospital more comfortable and contemporary rooms for patients and improved greencover by means of a terrace garden were well received by patients and visitors alike. Thehospital has also improved efficiencies through the introduction of new technologiesacross services. The F&B department installed new equipment like the Combi-Oven whichhas helped enhance manpower utilization reduced consumption of oil and preparation timefor a variety of dishes. The kitchen was also renovated to improve process flows and helpin improving services. Safety and security of the facility formed a key part of theoverall strategy for the hospital. The hospital invested in a new X-Ray Baggage Scannerfor screening of in-bound material new Hand-Held Metal Detectors and new-age wirelesscommunication systems. The hospital enhanced the CCTV coverage in the hospital andmigrated to a digital monitoring system to improve security. The fire safety cellinstalled an air-pressurization system to ensure safety of evacuations and introduced theevac-chair for mobilization of patients in case of a fire.
Based on observation and process analysis an Automated Online Incident Reportingmodule was designed and implemented to follow consistent procedures for incident capturetracking task-management and status reporting. Built on a centralized platform theincident management solution helped in consolidating all incidents into a single point ofreference. This module enables savings with respect to time consumption and manpowerthereby increasing efficiency and accuracy in comparison to the manual recording andreporting used earlier.
Infection Control and Environment
The Hospital Infection Control Program consistently maintained leadership across theregion; and maintained benchmark standards for Hospital Acquired Infection indices atlevels comparable to worlds best healthcare institutions.
Indraprastha Apollo Hospitals Delhi was the Secretariat for the 15thCongress of the International Federation of Infection Control (IFIC) in conjunction withthe XIII HISICON the National Conference of Hospital Infection Society India andcontinues to be the Secretariat for the Hospital Infection Society India. The theme ofthe Conference was Expanding Horizons in Infection Prevention and Control- Atertiary to primary healthcare approach.
The Hospital hosted the Workshop on Ebola Preparedness under the aegis of IAMM-Delhiand NCR Chapter. A pilot study undertaken on disposable bedpans with macerators showedencouraging results. Campaigns such as Keep it dry Hand Hygiene Rigour and Vigour andClean Greens were carried out for enhancing awareness and further enhancement of InfectionPrevention and Control.
Major Events & Developments
A commemorative stamp marking the momentous 15th anniversary of Indiasfirst successful liver transplant performed in the hospital in 1999 was released by ShriRavi Shankar Prasad Honourable Minister of Communications and Information Technology andMinister of Law and Justice Government of India. The stamp recognizes ApolloHospitals leadership in the area of organ transplantation and its contribution tothe solid organ transplant program in the country.
Physiotherapy Home Services have been designed and are being provided to patients on adaily basis or as 10 / 15 day packages.
Plastic and Cosmetic Surgery: New Anti-aging procedures have been introduced such asMid-face volumization; Skin lifting and tightening "Ulthera procedure" for faceupper neck lower neck and arms; and Cool Sculpting for non-invasive localized fatreduction for body contouring. In addition a multitude of new investigation services havebeen started including Chromosomal Genetic Study Contrast Enhanced Ultrasonography etc.Various new Diagnostic or Surgical processes have also been added in different specialtiessuch as Clot Evacuation in Urology Tracheal or Bronchial Stent placement in Respiratorymedicine FET PET MRI for better imaging of brain tumours Molecular Imaging NuclearMedicine etc. A large number of equipment was either replaced or upgraded over the pastyear in most of the specialities at the main hospital and in Noida.
Awards and Accolades
The Hospital received awards at both the international and national levels. It receivedthe highly commended Award for Best Quality Initiative at the IMTJ Medical Travel Awards2015. A few noteworthy ones included: the HMA Awards in the category of Bio MedicalEquipment/Facilities Improvement; the Human Resource Development Category the CIMS Awardfor the Best Multispecialty Hospital the FICCI Award for Excellence in Adoption ofQuality and Information Standards and the 5th MT India Healthcare Award forthe Best Technology Initiative Hospital of the Year.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION (A) Conservation of Energy
Energy and Natural resource Conservation
The organization maintained its focus on conservation of natural resources and addednew initiatives to the existing ones.
After successful commissioning of ultrafiltration plant in the previous yearutilization of recycled water has been extended to cooling towers and horticulture. Thishas yielded significant reduction in fresh water requirement. The Company has also takeninitiatives to reduce water consumption at dispensing points by installing water savingaerators in water dispensing taps. Cumulative efforts put together have resulted inreduction of fresh water requirement by over 20 percent.
On the Electricity front continuous upgrade to LED from conventional lightingfixtures installation of energy efficient (screw technology) air compressors and vacuumpumps have yielded a reduction of over 3 percent in annual electricity consumption overthe previous year.
Efficient adjustment in firing pattern of natural gas burners and flame optimizationhas resulted in more than 3 percent reduction in natural gas requirement over the previousyear.
Installation of automatic chemical dozing system
The quality of water feeding into chiller machines not only affects chiller efficiencybut also the life of the machines. There was a severe problem in the past with waterquality (High total dissolved solids high conductivity and high carbonates) leading toscaling in the cooling tubes which resulted in reduced cooling efficiency and frequentbreakdown of equipment.
The Company has added state-of-the-art automated chemical dozing and monitoring systemfor the cooling tower and chilled water system. This initiative has resulted in improvedcooling efficiency and increased the reliability of HVAC equipment.
(B) Technology Absorption
The Hospital continued with its efforts to maintain standards at par with the besthospitals globally by investing in cutting-edge technology to offer the latest in medicalcare. Some of these are here:
Neuro Navigation system
Using this technology during procedures like tumour resections surgeons can navigatemore precisely perform less-invasive procedures and help improve clinical outcomes.
This is a procedure which attempts to "bore out" a narrowing in a coronaryartery which might not otherwise respond to stenting.
FFR (Fractional Flow Reserver)
Fractional Flow Reserve (FFR) is a technique used in coronary catheterization tomeasure pressure differences across a coronary artery stenosis (narrowing usually due toatherosclerosis) to determine the likelihood that the stenosis impedes oxygen delivery tothe heart muscle.
FOREIGN EXCHANGE EARNINGS & OUTGO
(a) Activities relating to exports; initiatives taken to increase exports; developmentof new export markets for products and services; and export plans
The Company is engaged in the healthcare business and is not carrying on any exportactivities. The Hospital has been empanelled with eminent international insurancecompanies and appointed healthcare facilitators in various countries to cater tointernational patients.
(b) Total Foreign Exchange Earnings and Outgo
During the year under review foreign exchange earnings and outgo were as under:-
|Earnings ||: Rs. 9700.77 lakhs |
|Outgo ||: Rs. 1203.15 lakhs |
Four (4) Board meetings were held during the financial year ended 31stMarch 2015. The dates of the meetings are as follows: 23rd May 2014 25thJuly 2014 7th3November 2014 and 29th January 2015.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. S. K. Srivastava Dr. M. M. Kutty and Mr. S. C. L. Das resigned as Directors of theCompany consequent on their transfer from office they being ex-officio Directorsnominated by the Govt. of NCT of Delhi.
Lt. Gen. (R) Vijay Lall resigned from the post of Director of the Company w.e.f. 21stAugust 2014.
Mr. D. M. Spolia (Chief Secretary Govt. of NCT of Delhi) was appointed by the Board asAdditional Director and Chairman of the Board of Directors of the Company. Mr. D. M.Spolia resigned as Additional Director and Chairman of the Board of Directors of theCompany consequent upon his superannuation from the services of Govt. of NCT of Delhi.
Prof. Ranjit Roy Chaudhury resigned from the post of Director of the Company w.e.f. 11thSeptember 2014 consequent upon his appointment as Adviser to the Minister of Health andFamily Welfare Govt. of India. Subsequently the portfolio of the Minister was changedand Prof. Ranjit Roy Chaudhury was again available for appointment as a director on theBoard of Directors of the Company and has been appointed by the Board as an AdditionalDirector and Independent Director on the Board of Directors of the Company with effectfrom 29th January 2015.
Ms. Vineeta Rai has been appointed by the Board as Additional Director.
Mr. S. N. Sahai (Principal Secretary - Finance Govt. of Delhi) has been appointed bythe Board as Additional Director in place of Dr. M. M. Kutty.
Dr. Arun Rai has been appointed by the Board as Additional Director and IndependentDirector on the Board of Directors of the Company.
Ms. Vineeta Rai Prof. Ranjit Roy Chaudhury Mr. S. N. Sahai and Dr. Arun Rai hold theof3 ce of Directors only up to the date of the Annual General Meeting of the Company.Notice has been received from members pursuant to Section 160 of the Companies Act 2013signifying their intention to propose the appointment of Ms. Vineeta Rai and Mr. S. N.Sahai as Directors of the Company liable to retire by rotation. Notices have also beenreceived from members pursuant to Section 160 of the Companies Act 2013 signifying theirintention to propose the appointment of Prof. Ranjit Roy Chaudhury as an IndependentDirector of the Company to hold of3 ce for two consecutive years from 29th3Januray 2015 to 28th3 January 2017 and the appointment of Dr. Arun Rai as anIndependent Director of the Company to hold of3 ce for 3 ve consecutive years from 26thMay 2015 to 25th May 2020 not liable to retire by rotation.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms.3Renu S. Karnad and Ms. Suneeta Reddy Directors of theCompany shall retire by rotation at the ensuing Annual General Meeting. Ms. Renu S. Karnadand Ms. Suneeta Reddy being eligible have offered themselves for re-election. Inpursuance to the requirement of Section 203 of the Companies Act 2013 the Board ofDirectors of the Company have appointed Mr. Jaideep Gupta - Managing Director Mr. AjayKumar Singhal - Vice President cum Company Secretary and Mr. P. Shivakumar ChiefFinancial and Operating Officer as Key Managerial Personnel of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies Act 2013.
COMPOSITION OF AUDIT COMMITTEE
The composition of the Audit Committee is given in the Corporate Governance Report.
All the recommendations of the Audit Committee have been accepted by the Board ofDirectors of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism for Directors and Employees to reporttheir concerns about unethical behavior actual or suspected fraud or violation of thecompanys code of conduct or ethics policy or any other grievances the details ofwhich are given in the Corporate Governance Report. The Whistle Blower Policy may beaccessed on the Companys website at the linkhttp://www.apollohospdelhi.com/downloads/ Whistle%20Blower%20Policy.pdf.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors state:
that in the preparation of the annual accounts the applicable accountingstandards have been followed;
that appropriate accounting policies have been selected and applied consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2015 andof the profit of the Company for the year ended 31st March 2015;
that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
that the annual accounts have been prepared on an on-going concern basis;
that the internal financial controls to be followed by the Company had been laiddown and such internal financial controls are adequate and were operating effectively; and
that proper systems had been devised to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no subsidiaries or associate companies. The Company also does not haveany joint venture.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure 1 tothis Report.
AUDITORS AND AUDITORS REPORT
M/s. S. C. Vasudeva & Co. Chartered Accountants Auditors of the Company shallhold office until the conclusion of the ensuing Annual General Meeting and are eligiblefor re-appointment.
TheCompanyhasreceivedaletterfromM/s.S.C.Vasudeva & Co. Chartered Accountants thattheir re-appointment if made would be with in the prescribed limits under Section141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.
The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comment. The Auditors Report does notcontain any qualification reservation or adverse remark.
The Board has appointed M/s RSM & CO. practicing Company Secretaries to conductSecretarial Audit for the financial year 2014-15. The Secretarial Audit Report for thefinancial year ended 31st March 2015 is annexed herewith marked as Annexure 2 to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark except that half of the Board should comprise of IndependentDirectors. The Company is in search of suitable candidate for the appointment asIndependent Director on the Board.
The Board has appointed M/s Devarajan Swaminathan and Co. Cost Accountants as theCost Auditors to conduct the audit of the cost records of the Company for the financialyear ended 31st March 2015. The Cost Auditor has given the Cost Audit Reportfor the financial year ended 31st March 2015 and the Cost Audit Report doesnot contain any qualification reservation or adversefiremark.
During the year under review the Company has not accepted any deposit under Chapter Vof the Companies Act 2013.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Companys operations in future.
INTERNAL CONTROL SYSTEMS
The Company has established a wide-ranging system of Internal Controls to ensure thatall assets are safeguarded and protected against losses that may arise from unauthorizeduse or disposition incorrect use and inappropriate storage.
Further it strives to ensure that all transactions are evaluated authorized recordedand reported accurately. Your Company also has a review mechanism whereby the managementregularly reviews actual performance in comparison to plans and estimates drawn by budgetsand forecasts.
The system is designed to adequately ensure that financial and other records maintainedare accurate and are reliable for preparing financial information and other data. Theinternal control procedures are augmented by an extensive programme of internal externalaudits and periodic review by the management.
PARTICULARS OF LOANS GIVEN
INVESTMENT MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
During the year under review the Company has not given any loan or has made investmentor has given guarantees under Section 186 of the Companies Act 2013.
The Company has constituted a Risk Management Committee comprising of executives headedby the Managing Director.
The Company has a Risk Management Policy to identify evaluate business risks andopportunities. This framework seeks to create transparency minimize adverse impact on thebusiness objectives and enhance the Companys competitive advantage.
CORPORATE SOCIAL RESPONSIBILITY A HEALTHY START
IMCLs Corporate Social Responsibility project 2014-15 A Healthy Start aims to reach out to school children from socio-economically under-privilegedfamilies addressing their drinking water sanitation and hygiene needs. The project hasset out to address this critical need in the Municipal Corporation of Delhi (MCD) schoolsin Badarpur an area proximate to the hospital.
MCD schools have poor drinking water and sanitation facilities. Water borne diseasesare common - leading to malnutrition and poor physical and mental development. The HealthyStart project will improve sanitation and access to clean drinking water and promoteawareness about hygiene amongst children and their mothers. This will help ensure healthygrowth and development for the little children.
To this end we are working with two MCD schools located in Badarpur area an urbanvillage proximate to Indraprastha Apollo Hospitals. The total number of students in bothschools is 3362 of which 1940 are girls. The project activities are as follows:Installation of 2 water RO systems to enable clean and chilled water supply for drinkingup-gradation of 20 separate toilets for girls and boys additional monetary bonus to theMCD cleaning staff for the upkeep and cleanliness of the toilets Health Talks andcheck-up camps Regular interactions between the students teachers and doctors on generalhygiene healthcare and preventive medicine and the provision of hand washing facilityfor maintaining proper hand hygiene.
A total of 149 Speciality Health screening camps were organized across the city and NCRwhere more than 20000 patients were examined by specialist doctors and variousinvestigations tests were conducted under the Community Outreach initiative ACOP (ApolloCommunity Outreach Program). Similarly 23 health camps were conducted in Noida where 3000patients were screened. Medical support and /or Sponsorship was provided in 12 sportsevents organized in different parts of Delhi including Talkatora Stadium.
In response to the devastating floods in Jammu & Kashmir the Hospital sent a 12member relief team of doctors nurses and support staff to Srinagar on 18thSeptember.
Medical care was provided for two weeks and essential drugs were made available to morethan 5000 flood victims within and outside the state capital. The relief activities wereorganized in collaboration with the State Health Department and CRPF.
Barely a fortnight after our first directly operated Information Center in Kathmanduwas inaugurated a devastating earthquake hit Nepal leading to huge loss of life andproperty. Within a few days a team of doctors along with medical and paramedical staffflew to Kathmandu taking with them a consignment of about 800 kilograms of relief materialincluding implants medicines etc.. The team rendered medical aid and performed a largenumber of surgeries including spinal fixations in coordination with Om Hospital our longstanding local partner for a patient base ranging from 6 to 96 years of age. Our supportwas much appreciated by the local authorities and public.
The Board has approved the Corporate Social Responsibility (CSR) Policy which the CSRCommittee had formulated and submitted to them together with a list of proposed activitiesthat the Company will undertake. The CSR Policy may be accessed on the Companyswebsite at the link http://www.apollohospdelhi.com/downloads/corporate-social-responsibility-policy.pdf Under the CSR Policy the Companywill focus primarily on the following programmes:
A. Community Development
C. Education and Skills Development
D. Promote Research in Healthcare
In pursuance of the provisions of Section 135 of the Companies Act 2013 the Companywas required to spend 2% of the average net profits of the company during the threeimmediately preceding financial years amounting to Rs. 93.10 lacs. The total spendingduring the year 2014-15 on CSR projects was Rs. 11.69 lacs. This being the first yearafter the new CSR provisions were notified certain preparatory work had to be done beforestarting the CSR projects hence the CSR obligation amount could not be spent.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an armslength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. The policy onmateriality of related party transactions as approved by the Board may be accessed on theCompanys website athttp://www.apollohospdelhi.com/downloads/materiality-of-related-party-transactions.pdf
FORMAL ANNUAL EVALUATION
The Nomination and Remuneration Committee of the Company approved the EvaluationCriteria for Appointment/Re-appointment of Independent Directors along with EvaluationCriteria for Performance Evaluation of Independent Directors/Directors/Chairperson andPerformance Evaluation of the Board of Directors by each director which was adopted bythe Board of Directors. The Evaluation Criteria for Appointment/Re-appointment ofIndependent Directors along with Evaluation Criteria for Performance Evaluation ofIndependent Directors/ Directors/Chairperson and Performance Evaluation of the Board ofDirectors by each director as laid down by the Nomination and Remuneration Committee isannexed herewith marked as Annexure fito this Report.
During the year the first Evaluation cycle was completed by the Company internallywhich included the Evaluation of the Independent Directors by the Board of Directors andEvaluation of Non-Independent Directors and the Board as a whole by Independent Directorsof the Company.
FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS
The Board Members of the Company are eminent personalities having wide experience inthe field of business finance education industry commerce and administration. Theirpresence on the Board has been advantageous and fruitful in taking business decisions. TheBoard Members are provided with necessary documents/brochures reports and internalpolicies to enable them to familiarize themselves with the Companys procedures andpractices.
During the year under review a familiarization programme for Independent Directors wasconducted. The Independent Directors were apprised on relevant changes in the Company Lawand Listing Agreement and were updated regarding their roles rights responsibilities inthe Company nature of the industry in which the Company operates business model of theCompany etc. The familiarization programme for Independent Directors may be accessed onthe Companys website at http://www.apollohospdelhi.com/downloads/Familiarization%20Programme.pdf
The Board has on the recommendation of the Nomination and Remuneration Committeeapproved a policy for selection and appointment of Directors and Senior Management and fordetermining their remuneration. The Remuneration Policy is annexed herewith marked asAnnexure 4 to this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isprovided in the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Having regard to the provisions of Section 136(1) read with its relevant proviso of theCompanies Act 2013 the Annual Report excluding the aforesaid information is being sentto the members of the Company. The said information is available for inspection at theRegistered Office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished free of cost.
Pursuant to Clause 49 of the Listing Agreement a Management Discussion and AnalysisReport and a Report on Corporate Governance is attached with this Report. A Certificatefrom the Statutory Auditors of the Company regarding the Compliance by the Company of theconditions stipulated under Clause 49 of the Listing Agreement is also attached with thisreport.
A declaration by the Managing Director pursuant to clause 49(II)(E)(2) of the ListingAgreement stating that all the Board Members and Senior Management Personnel of theCompany have affirmed compliance with the Code of Conduct during the financial year ended31st March 2015 is also attached with this report.
The Industrial Relations scenario continued to be cordial during the year under review.
The Directors wish to thank and deeply acknowledge the cooperation assistance andsupport extended by the financial institutions banks the Government of Delhi and theUnion Government.
The Directors also wish to place on record their appreciation for the overall supportand cooperation received from the consultant doctors and employees at all levels.
| ||For and on behalf of the Board |
| ||Dr. Prathap C Reddy |
| ||(DIN: 00003654) |
| ||Vice Chairman |
| ||Jaideep Gupta |
|Place: New Delhi ||(DIN : 02647974) |
|Date : 7th August 2015 ||Managing Director |