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Narayana Hrudayalaya Ltd.

BSE: 539551 Sector: Health care
NSE: NH ISIN Code: INE410P01011
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OPEN 298.25
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VOLUME 10915
52-Week high 375.00
52-Week low 281.50
P/E 65.19
Mkt Cap.(Rs cr) 6,114
Buy Price 297.15
Buy Qty 36.00
Sell Price 299.20
Sell Qty 28.00
OPEN 298.25
CLOSE 299.25
VOLUME 10915
52-Week high 375.00
52-Week low 281.50
P/E 65.19
Mkt Cap.(Rs cr) 6,114
Buy Price 297.15
Buy Qty 36.00
Sell Price 299.20
Sell Qty 28.00

Narayana Hrudayalaya Ltd. (NH) - Director Report

Company director report

Dear Shareholders

Your Directors have immense pleasure in presenting their Seventeenth Annual Report onthe business and operations of the Company and Audited financial statements for thefinancial year ended March 31 2017

1. FINANCIAL SUMMARY/HIGHLIGHTS PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

(Rs. in mn except per share data)

Standalone Consolidated
Particulars 2016-17 2015-16 2016-17 2015-16
Income
Revenue from Operations 16459.14 14700.26 18781.65 16138.46
Other Income 181.46 137.10 174.82 146.89
Total Income 16640.61 14837.36 18956.47 16285.35
Total Expenditure 14335.29 12998.42 16493.09 14392.64
Earnings before interest tax depreciation and amortisation and 2305.32 1838.94 2463.38 1892.71
exceptional items
Less: Interest & Depreciation 800.14 865.80 1017.24 1055.56
Less: Exceptional items 31.91 108.46 13.40 110.12
Profit before tax 1473.27 864.68 1432.74 727.03
Less: Income Tax 522.19 297.85 523.66 301.35
Profit/(Loss) After Tax 951.09 566.83 909.08 425.68
Less: Share of Profit/ (Loss) in Associate(Net) - - 79.34 217.49
Profit for the year 951.09 566.83 829.74 208.19
Add: Other Comprehensive Income 3.80 (5.71) 0.34 (7.91)
Total Comprehensive Income for the year 954.89 561.12 830.08 200.28
Earnings Per Share (Basic) 4.70 2.83 4.10 1.06
Earnings Per Share (Diluted) 4.69 2.83 4.09 1.06

2. PERFORMANCE OVERVIEW

Standalone Operations

• During the year under review the total income of the Company increased from Rs.14837.36 mn in 2015-16 to Rs. 16640.61 mn in 2016-17.

• Earnings before Interest Tax Depreciation and Amortisation and Exceptionalitems increased from Rs. 1838.94 mn in 2015-16 to Rs. 2305.32 mn in 2016-17.

• Profit for the year increased from` 566.83 mn in 2015-16 to Rs. 951.09 mn in2016-17.

Consolidated Operations

• During the year under review the total income of the Company increased from Rs.16285.35 mn in 2015-16 to Rs. 18956.47 mn in 2016-17.

• Earnings before Interest Tax Depreciation and Amortisation and Exceptionalitems increased from Rs. 1892.71 mn in 2015-16 to Rs. 2463.38 mn in 2016-17.

• Profit for the year increased from` 208.19 mn in 2015-16 to Rs. 829.74 mn in2016-17.

Your Company continues to emphasize on maintaining the highest standards of clinicalexcellence patient care and satisfaction. With regards to accountability and governanceyour Company continues to ensure an environment of transparency and responsibility whileaiming for the highest standards of corporate governance and trust.

3. TRANSFER TO RESERVES

Dividend and transfer to Reserves

Your Company is desirous of achieving a consistent sustainable growth over the next fewyears and consolidate its position competitively. With today's healthcare landscape beingat a point of inflexion offering myriad opportunities the management feels that it'simperative for the Company to consolidate its prestigious position in the fast-changingindustry with a strong focus on future earnings. Your Company believes that thisphilosophy shall be value enriching for all Shareholders and thus would invest in creatingand strengthening assets to serve the long standing interest of all stakeholders.

Your Company has made significant investments in the beginning of this financial yearby acquiring NewRise Healthcare Private Limited at an enterprise value of ` 180 crore andis exploring further opportunities for in-organic as well as organic growth.

The Management is excited about the growth trajectory being on track to deliveraffordable quality healthcare to all sections of the society. With business fundamentalsbeing well-poised your Company believes that at this stage of evolution it's in the bestinterest of all the Shareholders to plough back the retained earnings to pursue the growthprospects of the Company. Hence the Board has not recommended any dividend for thefinancial year under review.

During the year Rs. 954.89 mn was transferred to General Reserves.

4. SUBSIDIARY AND ASSOCIATE COMPANIES

Review of performance of Subsidiaries and Associate Companies

As on March 31st 2017 the Company has:

• 9 Subsidiary Companies excluding Asia Healthcare Development Limited and

• 3 Associate Companies

Pursuant to a Share Purchase Agreement executed in November 2016 Asia HealthcareDevelopment Limited was sold to Lila Hospitals Private Limited. None of the abovecompanies are material subsidiaries. Pursuant to the provisions of Section 129 of theCompanies Act 2013 a Statement containing the salient features of the FinancialStatements of the Company's Subsidiaries and Associates in Form AOC-1 that forms part ofthis Report is attached as Annexure I.

Pursuant to Section 129 of the Companies Act 2013 the Consolidated FinancialStatements of the Company prepared in accordance with the relevant Accounting Standardsspecified under Section 133 of the Companies Act 2013 read with the Rules madethereunder forms part of this Annual Report.

Further pursuant to provisions of Section 136 of the Companies Act 2013:

i. The Annual Report of the Company containing therein its Standalone and ConsolidatedFinancial Statements are available on the Company's website i.e. www.narayanahealth.org.

ii. The audited financial statements of subsidiary companies are available on thewebsite of the

Company i.e. www.narayanahealth.org.

The brief details of all the Subsidiary and Associate Companies are as follows:

a) Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL)

NHSHPL is a wholly owned subsidiary of the

Company and is engaged in the business of operating and maintaining hospitals clinicshealth centers nursing homes and other related activities.

This subsidiary has a multispecialty hospital in

Mysore offering a wide range of services across specialties which includescardiology cardiac surgery nephrology urology neurology neuro-surgery endocrinologyorthopaedics internal medicines obstetrics gynaecology paediatrics neonatologygastroenterology and oncology to name a few. Further it has entered into a HealthcareServices Agreement in March 2017 with

Dharamshila Cancer Foundation and Research

Centre for operating a hospital in New Delhi. Other financial information is includedin Form AOC-1.

b) Meridian Medical Research & Hospital Limited (MMRHL)

MMRHL is a subsidiary of the Company and is engaged in the business of operation ofhospitals clinics health centers nursing homes and other related activities. Thissubsidiary has two hospitals in Howrah offering multi-specialty and super-specialtyhealthcare services like oncology cardiology cardiac surgery nephrology urologyneurology neuro surgery etc. Further other financial information is included in FormAOC-1.

c) Narayana Vaishno Devi Specialty Hospitals Private Limited (NVDSHPL)

NVDSHPL is engaged in the business of providing healthcare services of superior qualitywith latest advanced technology clinics health centers diagnostic centers and otherrelated activities.

This subsidiary has a hospital at Kakryal near Katra in Jammu which caters to patientsacross more than 20 different specialties with super speciality care. It will also housea full-fledged bone marrow transplant facility. Further other financial information isincluded in Form AOC-1.

d) Narayana Hospitals Private Limited (NHPL)

NHPL is authorized to engage in the business of operation of hospitals clinics healthcenters nursing homes and other related activities. Further other financial informationis included in Form AOC-1. This subsidiary is yet to commence operations.

e) Narayana Institute for Advanced Research Private Limited (NIARPL)

NIARPL is authorized to engage in the business of research and development workconnected with faculty of medicines and operation of hospitals clinics health centersnursing homes and other related activities. This subsidiary is yet to commence operations.Further other financial information is included in Form AOC-1.

f) Narayana Health Institutions Private Limited (NHIPL)

NHIPL is authorized to engage in the business of running medical colleges and operationof hospitals clinics health centers nursing homes and other related activities. Thissubsidiary is yet to commence operations. Further other financial information is includedin Form AOC-1.

g) Narayana Hrudayalaya Hospitals Malaysia Sdn Bhd (Narayana Malaysia)

Narayana Malaysia is authorized to engage in the business of hospitals nursing homesmedical and other research centers maternity homes and other related activities. Thissubsidiary has filed an application for voluntary liquidation pursuant to Section 257(1)of the Companies Act 1965 of Malaysia in January 2017. Further other financialinformation is included in Form AOC-1.

h) Narayana Cayman Holdings Ltd (NCHL)

NCHL has the power and authority to carry out any object not prohibited by theCompanies Law of the Cayman Islands. Further other financial information is included inForm AOC-1.

i) Narayana Holdings Private Limited (Narayana Holdings)

Narayana Holdings is a wholly owned subsidiary of the Company which is incorporated inthe

Republic of Mauritius in April 2016. This subsidiary is yet to commence itsoperations. Further other financial information is included in Form AOC-1.

j) Asia Healthcare Development Limited (AHDL) up to November 2016

AHDL was a wholly owned subsidiary of the Company which was engaged in the business ofoperation of hospitals clinics health centers nursing homes and other relatedactivities. The Company was sold in November 2016 to Lila Hospitals Private Limited byexecuting a Share

Purchase Agreement for the sale of all its shares for a consideration of Rs. 38.34lacs.

Associate Companies

a) Health City Cayman Islands Ltd (HCCI)

HCCI is an associate company incorporated in

Cayman Islands in which the Company holds 28.6% of the shareholding through NCHL andthe remaining 71.4% of the shareholding is held by Ascension Health Ventures LLC of USA.HCCI has a 105 capacity bedded hospital in the Cayman

Islands which caters to patients across specialties such as cardiology paediatriccardiology cardiac surgery medical oncology general surgery orthopaedics pulmonologyplastic surgery etc.. Further other financial information is included in Form AOC-1.

b) Cura Technologies Inc. (Cura)

Cura is an associate company incorporated in the

State of Delaware USA in which the Company holds 43.33% of common stock of theassociate company through NCHL and the remaining shares are held by Mr. Samir Mitra andothers. This company is engaged in the business of developing software & technology totransform delivery of patient care. Further other financial information is included inForm AOC-1.

c) ISO Healthcare

ISO Healthcare is an associate company incorporated in Mauritius in which the Companyholds 20% of the equity shares through Narayana Holdings. Further other financialinformation is included in Form AOC-1.

5. SHARE CAPITAL

As on March 31st 2017 the Authorized Share Capital of the Company is Rs. 3000.00 mnand Paid-up Share Capital is Rs. 2043.61 mn. Your Company has not issued or allotted anyshares during the year under review.

6. DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors state that:

i) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant

Board Committees including the Audit Committee the Board is of the opinion that theCompany's internal financial controls were adequate and effective during 2016-17.

7. BOARD OF DIRECTORS AND COMMITTEES

Composition of Board of Directors and changes thereof

Your Company's Board of Directors comprises Executive Directors Non-ExecutiveDirectors (One Women Director) and Independent Directors and the same is detailed in theCorporate Governance Report which forms a part of this Report.

During the year under review there has been no change in the directors of the Company.Dr. Devi Prasad Shetty Chairman and Executive Director who retired by rotation wasreappointed as Director at the Sixteenth Annual General Meeting of the Company held onJuly 29 2016. Ms. Kiran Mazumdar Shaw is retiring by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment.

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel (KMP) of the Company are:

Sl. No. Name of the WTDs/KMPs Position held in the Company
1. Dr. Ashutosh Raghuvanshi Vice-Chairman Group CEO & Managing Director
2. Mr. Venugopalan Kesavan Group Chief Financial Officer
3. Mr. Ashish Kumar Group Company Secretary and Compliance Officer up to February 24
4. Mr. Sridhar S Group Company Secretary Legal & Compliance Officer March 6 2017 onwards

Committees and their constitution

As required under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has formed four Committees viz. Stakeholders'Relationship Committee Audit Risk and Compliance Committee Nomination and RemunerationCommittee and Corporate Social Responsibility Committee.

Keeping in view the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board decides the terms ofreference of these Committees and the assignment of members to various Committees. Therecommendations if any of these Committees are submitted to the Board for approval.

The Members of the Committees are:

Sl. No. Stakeholders' Relationship Committee Audit Risk and Compliance Committee Nomination and Remuneration Committee Corporate Social Responsibility Committee
1. Mr. B Muthuraman Mr. B N Subramanya Mr. Arun Seth Mr. K Dinesh
2. Mr. B N Subramanya Mr. K Dinesh Ms. Kiran Mazumdar Shaw Dr. Ashutosh Raghuvanshi
3. Dr. Ashutosh Raghuvanshi Mr. B Muthuraman Mr. K Dinesh Mr. B N Subramanya
4. Mr. Viren Shetty - - -

Number of meetings of the Board

The meetings of the Board are scheduled at a regular intervals to decide and discuss onthe business performance policies strategies and other matters of significance. Theschedule of the meetings is circulated in advance to ensure proper planning and effectiveparticipation in meetings. In certain exigencies decisions of the Board are also accordedthrough circulation.

The Board during the financial year under review met nine (09) times. Detailedinformation regarding the meetings of the Board and meetings of the Committees of theBoard is included in the Report on Corporate Governance which forms a part of Board'sReport.

8. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Company's policy on Directors' appointment and remuneration and other matters providedin Section 178(3) of the Companies Act 2013 has been disclosed in the CorporateGovernance Report which forms part of this Report.

9. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

A Declaration of independence in compliance with Section 149(6) of the Companies Act2013 has been taken on record from all the Independent Directors of the Company.

10. PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Regulations 17 and 19 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 evaluation ofevery Director's performance was carried out by the Nomination and Remuneration Committee.The performance evaluation of Non-Independent Directors and Board as a whole Committeesthereof and Chairman of the Company was carried out by the Independent Directors through aseparate meeting of the Independent Directors.

Evaluation of Independent Directors was carried out by the entire Board of Directorsexcluding the Director being evaluated.

A structured questionnaire was prepared covering various aspects of the evaluationsuch as adequacy of the size and composition of the Board and Committee thereof withregard to skill experience independence diversity attendance and adequacy of timegiven by the Directors to discharge their duties.

11. AUDITORS

a) Statutory Auditors

The term of office of M/s. B S R & Co. LLP (having Firm Registration Number:101248W/W-100022) Chartered Accountants shall expire upon the conclusion of the 17thAnnual General Meeting.

It is proposed to appoint M/s. Deloitte Haskins and Sells LLP (Firm RegistrationNumber: 117366W/W-100018) Chartered Accountants Bangalore as the statutory auditors ofthe Company in place of the retiring auditor M/s. B S R & Co. LLP. Further details onthis item is given in the Notice of the 17th Annual General Meeting of the Company.

Auditor's Report

There are no observations made in the Auditors' Report and hence do not call for anyfurther comments under Section 134 of the Companies Act 2013.

b) Cost Auditors

The Board has approved the appointment of M/s. PSV & Associates Cost Accountantshaving Firm Registration Number 000304 as the Cost Auditor of the Company for thefinancial year 2017-18 at a remuneration of Rs. 300000 (Rupees Three lacs) onlyexclusive of reimbursement of service tax and all out of pocket expenses incurred if anyin connection with the cost audit.

The Board of Directors of the Company proposes the ratification of remuneration of M/s.PSV & Associates Cost Accountants as the Cost Auditor of the Company for FY 2017-18at the ensuing General Meeting.

c) Secretarial Auditor

The Company has appointed M/s. Ganapathi and Mohan (Firm registration no.P2002KR057100) Company Secretaries to undertake the Secretarial Audit of the Company for2016-17. The Report of the secretarial audit is annexed herewith as Annexure IX.

There is no qualification reservations or adverse remarks made by M/s. Ganapathi andMohan Practicing Company Secretaries Secretarial Auditor of the Company in hisSecretarial Audit Report.

12. INTERNAL AUDIT SYSTEMS

Your Company has continued its engagement with M/s. Ernst & Young LLP CharteredAccountants to conduct internal audit across the organization. We have also strengthenedthe in-house internal audit team to supplement and support the efforts of M/s. Ernst &Young LLP. Your Company conducted 6 (Six) meetings of the Audit Risk and ComplianceCommittee during the year under review.

13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

There are no other material changes affecting the financial position of the Companybetween the end of the financial year to which this Financial Statements relate and thedate of the Report except acquisition of NewRise Healthcare Private Limited (NRHPL).Pursuant to the approval granted by the Committe of the Board on April 21 2017 theCompany acquired 100% equity shares & preference shares in NRHPL from Panacea BiotechLimited at an enterprise value of Rs. 180 crores.

14. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

15. PARTICULARS OF LOANS SECURITIES GUARANTEES AND INVESTMENTS

The loans given security provided guarantees given and investments made by theCompany under Section

186 of the Companies Act 2013 are given in the notes to the Financial Statements.

16. RELATED PARTY TRANSACTIONS

The Company has taken necessary approvals as and when required as per the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The details of the transactions entered into with the Related Parties are stated in the

Notes to Accounts. Form AOC-2 as prescribed under the Companies Act 2013 is annexedherewith as Annexure II

17. THE EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT-9 is annexed herewith as Annexure III.

18. CORPORATE SOCIAL RESPONSIBILITY

Your Company is building a robust support structure to empower the less privilegedsections of society. Through its community outreach programs your Company is building theinfrastructure necessary to bring about the changes to ensure improved health andwell-being for the community. As a responsible corporate citizen your Company undertookseveral social welfare initiatives.

Annual Report on Corporate Social Responsibility is annexed herewith as Annexure IV.

19. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is detailed in Annexure V.

20. EMPLOYEE STOCK OPTION PLAN

The Group has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP)2015 pursuant to the approval of the Board on September 7 2015 and approval of theShareholders on September 12 2015. The Plan is administered by the Nomination andRemuneration Committee through Narayana Health Employees Benefit Trust. Pursuant to Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014 the details of theEmployee Stock Option Plan is as under:

Details of NH Employees Stock Option Plan 2015

Sl. No. Particulars Details relating to the particulars
1. Options granted 814830 options granted on October 1 2015 to the eligible employees
2. Options vested 10% of the options have vested on the 1st Anniversary from the date of grant of ESOP i.e. October 1 2016
3. Options exercised 32447
4. The total number of shares arising as a result of exercise of option 32447
5. Options lapsed 1100 as the employee who had been granted the option has resigned
6. The exercise price Rs. 10
7. Variation of terms of options One employee was granted 3660 options out of which 10% options were vested in October 2016 and the remaining 90% were vested in November 2016 based on the approval of the Nomination and Remuneration Committee at their meeting held on November 9th 2016
8. Money realized by exercise of options 324470
9. Total number of options in force 781283
10. Employee wise details of options granted to:
(i) Key Managerial Personnel Dr. Ashutosh Raghuvanshi Vice Chairman Group CEO & Managing Director - 520000 options
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year None
(iii) Identified employees who were granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant None

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is detailed in Annexure VI.

22. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company's operational and financial performance as well asthe initiatives taken by the Company in its key functional areas are separately discussedin this Annual Report.

24. CORPORATE GOVERNANCE

Your Company places utmost importance on its fiduciary role as a guardian ofstakeholders interest and strives to achieve a mutually aligned objective of value andwealth creation for all intrested parties. The Board and the Management humblyacknowledges this role and continues to propagate this belief through all layers of theorganization to create an environment of accountability and trust.

These responsibilities continue to be the focus of its attention through the tumultuousride along the path of expansion ensuring the highest standards of ethics and integrityin all its business dealings while avoiding potential conflicts of interest. The result ofthis is a corporate structure which serves its ever expanding business needs whilemaintaining transparency and adherence to the above stated beliefs.

A Report on Corporate Governance and a Certificate from M/s. Ganapathi and Mohan (Firmregistration no: P2002KR-057100) Company Secretaries Bangalore affirming the compliancewith the various provisions of Corporate Governance as stipulated under Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theAnnual Report and is Annexed to Board's Report as Annexure VII and Annexure VII Brespectively.

25. BUSINESS RESPONSIBILITY REPORT

Details of the various initiatives taken by the Company towards the wellbeing ofconsumers employees and the equitable development of the society at large sustainabilityof the environment etc. are given separately in the Business Responsibility Reportattached in Annexure VIII.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has developed a Whistle Blower Policy with a view to provide a mechanismfor employees and Directors of the Company to voice concerns and grievances in aresponsible manner.

Further details of the same are provided in Corporate Governance Report attached tothis Report.

27. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy on prevention of sexual harassment in workplaceframed under Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. Below is the report on the samecontaining details of number of cases filed their disposal nature of action takennumber of cases pending and number of workshop/awareness sessions conducted.

Sl. No. No. of cases reported No. of cases disposed Nature of Action Taken No. of cases pending No. of workshops conducted (Induction & Refresher) No. of participants
1 3 3 Out of 3 cases 1 was proved to be sexual harassment. Action taken in this case was restricted to “Warning” considering the complainant request. Nil 443 9305

28. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formed Audit Risk and Compliance Committeewith well-defined roles and responsibilities of the Committee which includes reviewing andrecommending of risk management plan and the risk management report for approval of theBoard. The Audit Risk and Compliance Committee evaluates internal financial controls andrisk management systems. The Risk Management Policy of the Company is available on ourwebsite i.e. http://www.narayanahealth.org/stakeholder-relations/codes-policies-terms-moa-aoa.

29. DIVIDEND DISTRIBUTION POLICY

The Board at its meeting held on March 23rd 2017 has adopted a Dividend DistributionPolicy and the same is available on our website i.e. http://www.narayanahealth.org/stakeholder-relations/codes-policies-terms-moa-aoa.

30. DECLARATION ON CODE OF CONDUCT

The Company has adopted the Code of Conduct for all its Senior Management Personnel andDirectors and the same is affirmed by all the Board Members and Senior ManagementPersonnel as required under Regulation 34 read with Part D of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. A declaration signedby Dr. Ashutosh Raghuvanshi Vice Chairman Group CEO & Managing Director of theCompany affirming the compliance with the Code of Conduct of the Company for the financialyear 2016-17 has been annexed as part of this Report.

31. ACKNOWLEDGEMENT

Your Directors are grateful for all the help guidance and support extended to them bypatients bankers suppliers and investors. Your Directors also wish to thank the medicalprofessionals and employees at each level for their hard work commitment and performanceduring the year.

For and on behalf of the Board

Dr. Devi Prasad Dr. Ashutosh
Shetty Raghuvanshi
Chairman Vice Chairman
Place: Bengaluru DIN: 00252187 Group CEO & Managing Director
Date: May 29 2017 DIN: 02775637