Your Directors have pleasure in presenting the 18th Annual Report on the business andoperations of Artemis Medicare Services Limited ("the Company") together withthe Audited Financial Statements for the Financial Year ended 31st March 2022.
The financial performance of the Company for the financial year ended 31st March 2022is summarized below:
(Rs in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||Year ended 31st March 2022 ||Year ended 31st March 2021 ||Year ended 31st March 2022 ||Year ended 31st March 2021 |
|Revenue from Operations ||54478.40 ||40206.37 ||55480.12 ||40840.34 |
|Other Income ||388.47 ||354.56 ||389.94 ||353.83 |
|Total Income ||54866.87 ||40560.93 ||55870.06 ||41194.17 |
|Total Expenditure ||47761.18 ||36701.52 ||48734.79 ||37320.53 |
|EBITDA ||7105.69 ||3859.41 ||7135.27 ||3873.65 |
|Less : Finance Charges Depreciation & Amortisation ||3224.80 ||3292.11 ||3416.79 ||3443.91 |
|Profit before exceptional items and tax ||3880.89 ||567.30 ||3718.48 ||429.73 |
|Exceptional Item ||- ||323.29 ||- ||323.29 |
|Profit Before Tax ||3880.89 ||890.59 ||3718.48 ||753.02 |
|Tax for the year ||623.16 ||181.88 ||578.33 ||137.02 |
|Net Profit ||3257.73 ||708.71 ||3140.15 ||616.00 |
|Other Comprehensive Income ||(33.81) ||46.32 ||(33.47) ||46.98 |
|Total Comprehensive Income ||3223.92 ||755.03 ||3106.68 ||662.98 |
STATE OF COMPANY AFFAIRS OPERATIONS AND FUTURE OUTLOOK
On a Standalone basis your Company achieved revenue of Rs 54478.40 Lacs during FY2021-22 as against Rs 40206.37 Lacs during the previous financial year. EBIDTA was Rs7105.69 Lacs for FY 2021-22 as compared to Rs 3859.41 Lacs during the previous financialyear. The Net Profit for the year under review was Rs 3257.73 Lacs as against '708.71Lacs in the previous financial year.
The Consolidated revenue achieved by your Company was Rs 55480.12 Lacs duringFY2021-22 as compared to Rs 40840.34 Lacs during the previous financial year. Theconsolidated EBIDTA was Rs 7135.27 Lacs for FY2021-22 as compared to Rs 3873.65 Lacs forthe previous financial year. On consolidated basis your Company earned a Net Profit of Rs3140.15 Lacs for FY2021-22 as against '616.00 Lacs for the previous financial year.
During the year under review the construction of new Tower (Tower - II) adjacent tothe hospital building situated in Gurugram was successfully completed and the operationsof the new Tower began in a graded manner. Your Directors are pleased to inform that withthis expansion of the Hospital Building the Bed capacity of your Hospital has increasedfrom 394 beds to 541 beds.
The Company had also entered into an agreement with with PolyClinique De L'Ouest LteeRepublic of Mauritius for the Operation and Management of two Hospitals namely StHelene Clinique and Coromandel Cancer Hospitals. With this the Company is looking tosignificantly expand its reach in overseas locations.
The Company is also running 6 cardiac care centres under the Joint Venture with PhilipsMedical System Nederland BV and one Obstetrics and Gynaecology centre under Brand name"Daffodils by Artemis". Riding on the proven success of the first Daffodilsfacility the company is coming up with more centres in NCR and other Tier-1 cities in FY2023.
Looking ahead the health care sector is expected to be the core of economy with ameaningful contribution to growth. The health care growth is expected to remain intactwith increased income levels ageing population technological advancements expansion ofhospital networks growing health awareness and changing attitude towards quality andpreventive health care and changing global environmental scenario.
IMPACT OF COVID-19
The second and third wave of COVID-19 affected the hospital sector because patientfootfall both domestic and international had declined. High infection rates andlockdowns forced hospitals to pause non-emergency and Outdoor Patient Department (OPD)and Indoor Patient Department (IPD) services. Medical tourism also declined due to travelrestrictions. Despite the initial dip (after the second wave of COVID-19) in footfallsigns of recovery in patients and relaxed lockdown norms by the end of July 2021 marked anincrease in hospital occupancy rate.
The Company had adopted various measures such as restructuring its costs developingDigital platform to provide online consultation and homecare treatment etc. to ensurebusiness continuity with minimal disruption.
In order to conserve the resources of the Company for growth and further expansion theBoard of Directors of the Company thought it prudent not to recommend any Dividend on theEquity Shares of the Company for the financial year ended 31st March 2022.
Pursuant to Regulation 43(A) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Company does notfall under top 1000 Listed Companies by market capitalisation as on 31st March 2022 andhence the requirement for adopting the Dividend Distribution Policy is not applicable tothe Company.
There is no amount proposed to be transferred to reserves.
BOARD OF DIRECTORS
a) Appointment/Re-appointment of Directors
Mr. Sunil Tandon (DIN: 08342585) was appointed as an Additional Director in thecapacity of Independent Director on the Board of the Company w.e.f. 10th May 2021 for aterm of five consecutive years not liable to retire by Rotation for which approval wasobtained from the members of the Company in the 17th Annual General Meeting (AGM) held on20th July 2021.
The Board noted that the association of Mr. Sunil Tandon with the Company would bebeneficial to the Company.
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 ("theAct") the Members of the Company in their 17th AGM held on 20th July 2021re-appointed Ms. Shalini Kanwar Chand (DIN: 00015511) Director of the Company who wasliable to retire by rotation.
Further the Board of Directors in their meeting held on 11th May 2022 recommends tothe members at their ensuing AGM the re-appointment of Dr. Nirmal Kumar Ganguly (DIN:02316154) Director of the Company liable to retire by rotation and being eligible offershimself for re-appointment.
The Board is of the opinion that the Independent Directors of the Company possessrequisite qualifications experience and expertise (including the proficiency) requiredfor their appointment and they hold highest standards of integrity. The Board herebyconfirms that all the Independent Directors of the Company have given declaration and haveconfirmed that they met the criteria of Independence as prescribed under the Act and theListing Regulation.
None of the aforesaid Directors are disqualified under Section 164(2) of the Act.Further they are not debarred from holding the office of Director pursuant to order ofSEBI or any other authority.
b) Changes in Directors and Key Managerial Personnel
During the year under review and between the end of the financial year and date of thisreport there is no change in Directors and Key Managerial Personnel of the Company.
c) Declaration by Independent Directors
Pursuant to Section 149 (7) of the Act Independent Directors of the Company havesubmitted declarations that they meet the criteria of Independence. The IndependentDirectors have also complied with the Code for Independent Directors as per Schedule IV ofthe Companies Act 2013. All the Independent Directors are registered on the IndependentDirectors Databank maintained by Indian Institute of Corporate Affairs.
d) Formal Annual Evaluation
As per the provisions of the Act the Board is required to carry out annual evaluationof its own performance and that of
its Committees and Individual Directors. The Nomination and Remuneration Committee("NRC") of the Board also carries out evaluation of every Director'sperformance. In view of this the Board and NRC of your Company have carried out theperformance evaluation during the year under review.
For annual performance evaluation of the Board as a whole it's Committee(s) andIndividual Directors including the Chairman of the Board the Company had formulated aquestionnaire to assist in evaluation of annual performance of the Board as a whole it'sCommittee(s) and Individual Directors including the Chairman of the Board. Every Directorhad to fill the questionnaire related to the performance of the Board its Committees andindividual Directors except himself by rating the performance on each question on thescale of 1 to 5 1 being Unacceptable and 5 being Exceptionally Good.
On the basis of the response to the questionnaire a matrix reflecting the ratings wasformulated and placed before the Board for formal annual evaluation by the Board of itsown performance and that of its Committees and Individual Directors. The Board wassatisfied with the overall evaluation process and results.
e) Separate Meeting of Independent Directors
In terms of requirements under Schedule IV of the Act and Regulation 25 (3) of ListingRegulations a separate meeting of the Independent Directors was held on 4th March 2022.
The Independent Directors at the meeting inter alia reviewed the following: -
Performance of Non-Independent Directors and Board as a whole.
Performance of the Chairman of the Company taking into account the views ofExecutive Directors and Non-Executive Directors.
Assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
f) Remuneration Policy
A Nomination & Remuneration Policy was laid down by the Board on therecommendation of the Nomination & Remuneration Committee for selection andappointment of the Directors Key Managerial Personnel and Senior Management and theirremuneration. The extract of the Nomination and Remuneration Policy covering the salientfeatures are provided in the Corporate Governance Report which forms part of Board'sReport.
The Nomination & Remuneration Policy of the Company is available on the website ofthe Company and the web link is:https://www.artemishospitals.com/BackEndImages/downloads/Investorsdata/nomination-and-remuneration-policy.pdf
g) Code of Conduct for Directors and Senior Management
The Company has formulated a Code of Conduct for Directors and Senior ManagementPersonnel and has complied with all the requirements mentioned in the aforesaid code. Anaffirmation on the same duly signed by the Chairman of the Company forms part of theCorporate Governance Report.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate and on the date of this report.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS
No significant material orders have been passed during the year under review by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year under review there is no change in the nature of business of yourCompany.
INTERNAL FINANCIAL CONTROLS
Internal Financial Control (IFC) means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets timely prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial information.
The Company has a proper and adequate system of Internal controls to ensure that allthe assets are safeguarded and protected against loss from unauthorized use or dispositionand that the transactions are authorized recorded and reported correctly. Such internalcontrols are supplemented by an extensive programme of Internal Audits review byManagement and documented policies guidelines and procedures. These are designed toensure that financial and other records are reliable for preparing financial informationand other reports and for maintaining regular accountability of the Company's assets. IFCof the Company are adequate with reference to the Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 (3) read with Schedule V of the Listing Regulations adetailed Management Discussion and Analysis Report have been given separately forming partof this Annual Report.
SUBSIDIARY/ HOLDING/ASSOCIATE /JOINT VENTURE COMPANIES
Your company is the holding Company of Artemis Cardiac Care Private Limited and yourCompany is the Subsidiary Company of Constructive Finance Private Limited. The Company isnot having any Associate or Joint Venture Company.
In accordance with the provisions of the Act and Ind AS 110 - Consolidated FinancialStatement read with the other applicable standards the Audited Consolidated FinancialStatement is provided in the Annual Report.
As per the provisions of Section 129 of the Act the Consolidated Financial Statementsof the Company are attached in the Annual Report. A statement containing brief financialdetails of Subsidiary Company for the year ended 31st March 2022 forms part of theAnnual Report. A statement in Form AOC-1 containing the salient features of the financialstatements of the Company's Subsidiary is also attached with financial statements.
In terms of provisions of Section 136 of the Act the Company shall place separateaudited accounts of the subsidiary company on its website athttps://www.artemishospitals.com/investors. The Company will make available physicalcopies of these documents upon request by any shareholder of the Company interested inobtaining the same. These documents shall also be available for inspection at theRegistered Office and Corporate Office of the Company during the business hours up to thedate of ensuing AGM.
Your Company has no material subsidiaries.
The Company has neither invited nor accepted any deposits during the Financial Yearwithin the meaning of Section 73 of the Act read with Companies (Acceptance of Deposit)Rules 1974.
Pursuant to Section 139 (2) of the Act read with Companies (Audit and Auditors) Rules2014 the Company at its 17th AGM held on 20th July 2021 had appointed M/s. T. R.Chaddha & Co LLP Chartered Accountants (FRN 006711N/ N500028) as Statutory Auditorsfor a period of 5 years i.e up to the conclusion of the 22nd AGM to be held in the year2026.
STATUTORY AUDITORS REPORT
The report given by M/s. T.R. Chaddha & Co. LLP Chartered Accountants StatutoryAuditors on financial statements of the Company for FY 2021-22 is part of the AnnualReport. The comments on statement of accounts referred to in the report of the Auditorsare self-explanatory. The Auditors' Report does not contain any qualification reservationor adverse remark or comments.
During the year under review the Auditors had not reported any matter under Section143(12) of the Act. Therefore no detail is required to be disclosed under Section134(3)(ca) of the Act.
The Board at its meeting held on 10th May 2021 had approved the re-appointment of M/s.Chandra Wadhwa & Co. Cost Accountants (FRN: 000239) as Cost Auditors of the Companyfor the FY 2021- 22.
Further the Board in its Meeting held on 5th August 2021 had approved the Cost AuditReport presented by M/s. Chandra Wadhwa & Co. Cost Accountants (FRN: 000239) for theFY 2020-21. There was no qualification reservation or adverse remark or comments in theCost Audit Report.
The Cost Audit Report for the FY 2021-22 will be placed before the Board in its ensuingBoard Meeting.
Further based on the recommendation of Audit Committee at its meeting held on 11thMay 2022 M/s. Chandra Wadhwa & Co Cost Accountant being eligible have also beenappointed by the Board as the Cost Auditors for FY 2022-23. The Company has received aletter from them to the effect that their re-appointment would be within the limitsprescribed under Section 141(3)(g) of the Act and that they are not disqualified for suchre-appointment within the meaning of Section 141 of the Act. The remuneration to be paidto M/s. Chandra Wadhwa & Co. for FY 2022-23 is subject to ratification by theshareholders at the ensuing AGM.
Cost records as specified by the Central Government under Sub-Section (1) of Section148 of the Act are made and maintained by the Company.
During the year under review the Auditors had not reported any matter under Section143(12) of the Act.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 your Company in the Board meeting heldon 10th May 2021 had re-appointed M/s Chandrasekaran Associates Practicing CompanySecretaries as Secretarial Auditors (FRN:P1988DE002500) of the Company for the financialyear 2021-22.
The Secretarial Audit Report submitted by M/s Chandrasekaran Associates for theFinancial Year 2021-22 is annexed as Annexure - I and forms part of this report. Furtherthere has been no qualification reservation adverse remarks or disclaimer made by theSecretarial Auditors in their report for the financial year ended 31st March 2022.
During the year under review the Auditors had not reported any matter under Section143(12) of the Act.
Further pursuant to the provisions of Section 204 of the Act and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company in theBoard meeting held on 11th May 2022 had appointed M/s RSM & Co. Practicing CompanySecretaries as Secretarial Auditors (FRN:P1997DE017000) of the Company for the financialyear 2022-23.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2021-22 4 (four) Board meetings were held. The interveninggap between the two consecutive meetings was within the period prescribed under the Actand Listing Regulations. The details of all Board/ Committee meetings held are given inthe Corporate Governance Report forming part of this Report.
The details of the Audit Committee including its composition and terms of referencementioned in the Corporate Governance Report form part of Board's Report.
The Board during the year under review had accepted all recommendations made to it bythe Audit Committee.
The Company has formulated a vigil mechanism through Whistle Blower Policy to deal withinstances of unethical behavior actual or suspected fraud or violation of Company's codeof conduct. The details of the policy are explained in the Corporate Governance Report andalso posted on the website of the Company.https://www.artemishospitals.com/BackEndImages/downloads/Investorsdata/whistle-blower-policy.pdf
COMMITTEES OF BOARD
As per the requirements under the Act and Listing Regulations the Board of Directorshas constituted various Committees of Board such as Audit Committee Nomination &Remuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility Committee Business Responsibility Committee and Risk Management Committee.The details of composition and terms of reference of these Committees are mentioned in theCorporate Governance Report.
As on 31st March 2022 the Authorized Share Capital of the Company is Rs700500000/- (Rupees Seventy Crore and Five Lacs Only) divided into: -
i. 695500000 (Sixty Nine Crore Fifty-Five Lacs) Equity Shares of Rs 1/- each and
ii. 50000 (Fifty Thousand) 11% Non-Cumulative Preference Shares of Rs 100/- each.
As on 31st March 2022 the issued subscribed and paid-up Equity Share Capital of theCompany is Rs 132377000/- (Rupees Thirteen Crore Twenty-Three Lacs and Seventy-SevenThousand Only) an aggregate of 132377000 Equity Shares of Rs 1/- each.
During the year under review the face value of Company's Equity Shares was sub-dividedfrom Rs 10/- per Equity Share into Rs 1/- per Equity Share pursuant to the approvalgranted by the members on 9th September 2021. Necessary approvals from both the StockExchanges (National Stock Exchange of India Limited and BSE Limited) for sub-division ofshares and confirmation from the Depositories viz. National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) for assignment of New ISINand credit of sub-divided Equity shares of face value of Rs 1/- each into the Demataccount of shareholders was duly taken.
The Company had also completed the dispatch of the Physical Share certificates to theshareholders holding shares in physical mode. All the Statutory Compliances pertaining tothe sub-division of the Equity shares of the Company was duly completed.
a. Issue of equity shares with differential rights
Your Company has not issued any equity shares with differential rights during the yearunder review.
b. Issue of Sweat Equity Shares
Your Company has not issued any Sweat Equity Shares during the year under review.
c. Issue of Employee Stock Options
During the year under review your Company had granted 696700 (Six Lacs Ninety SixThousand Seven Hundred) Stock Options exercisable into 696700 (Six Lacs Ninety SixThousand Seven Hundred) Equity Shares of face value of Rs 10/- each fully paid-up to Dr.Devlina Chakravarty Managing Director being eligible employee at the exercise price ofRs 10/- per Option under the Artemis Medicare - Management Stock Option Plan 2021.
Further pursuant to the sub-division of the Equity Shares of the Company from facevalue of Rs 10/- each per share into Rs 1/- each per share on 24th September 2021 (RecordDate for share split) the Nomination and Remuneration Committee of the Board amended theArtemis Medicare - Management Stock Option Plan 2021 and revised the no. of Stock Optionsgranted to Dr. Devlina Chakravarty Managing Director to bring the same in line with theSub-divided Equity Shares of the Company.
Accordingly the revised no. of Stock Options stands at 6967000 (Sixty Nine LacsSixty Seven Thousand) Stock Options of face value of Rs 1/- each exercisable into6967000 (Sixty Nine Lacs Sixty Seven Thousand) Equity Shares of face value of Rs 1/-each fully paid-up.
The Company has obtained a Certificate from the Secretarial Auditors of the Companythat the Plan has been implemented in accordance with the SEBI (Share Based EmployeeBenefits) Regulations 2014 / SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021 ("the SEBI SBEB Regulations") and the resolution passed by themembers of the Company. The Certificate would be placed at the AGM for inspection bymembers.
Further in terms of the provisions of Regulation 14 of the SEBI SBEB Regulations therequired disclosures are annexed as Annexure II to this Report.
d. Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees
Your Company has not made any provision of money for purchase of its own shares byemployees or by trustees for the benefit of employees during the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
Pursuant to the requirements under Section 134(3) (g) of the Act details of loansguarantees securities provided or investments made as covered under the provisions ofSection 186 of the Act are given in the note no. 37 to the Standalone Financial Statementsforming part of this Annual Report.
RELATED PARTY TRANSACTIONS
All arrangements/ transactions/ contracts entered by the Company during the financialyear under review with related parties were in the ordinary course of business and on anarm's length basis and do not attract the provisions of Section 188 of the Act. During theyear under review the Company had not entered into any arrangement/ transaction/ contractwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions. Accordingly the disclosure ofRelated Party Transactions under Section 188(1) of the Act in Form AOC-2 is notapplicable.
Suitable disclosures as required by the Indian Accounting Standards have been made inthe note no. 31 to the Standalone financial statements forming part of this Annual Report.The policy on related party transactions as approved by the Board is uploaded on theCompany's website.
The details required pursuant to Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is annexed as Annexure III to thisReport.
PARTICULARS OF EMPLOYEES
Particulars of employees as required in terms of the provisions of Section 197 of theAct read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are set out in Annexure III to the Board's Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has in place a formal policy for prevention of sexual harassment of itsemployees at workplace and the Company has complied with provisions relating to theconstitution of Internal Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
AWARDS AND RECOGNITIONS
Your Company was honoured and recognised at various forums in its constant quest forgrowth and excellence. The prominent Awards are listed below for your reference.
|Name of the Award ||Awarding Year ||Rewarding organization |
|"Awards of Appreciation" for excellence in Community Services by Hon'ble Deputy Chief Minister of Delhi Shri Manish Sisodia ||March 2022 ||Health & Fitness Trust and Govt. of India |
|"Certificate of Appreciation" for Customer Satisfaction & Brand Value ||January 2022 ||MIND IT LLP |
|"Awards of Appreciation" for Community Health & Awareness awarded by Sh. Saurabh Sanyal Secretary General PHD Chamber of Commerce & Industry New Delhi ||December 2021 ||PHD Chamber of Commerce & Industry |
|"Swachchh Hospital for The Year 2022" on occasion of Safai Mitra Samman Samorah and Azadi ka Amrit Mahotsav received from Smt. Madhu Azad Mayor of Gurugram ||October 2021 ||Municipal Corporation of Gurugram |
|Global Excellence Healthcare Award 2021 for "Luxury Mother & Child Hospital in Gurugram " for Daffodils By Artemis Hospitals received from Former International Indian Cricketer Sh. Madan Lal Sharma ||October 2021 ||My Bradnd Better |
|"Pride & Honour" Awards for "Excellence in Geriatric Health" ||October 2021 ||National Conference Geriatric Care and Dadidada Gaurav Samman 2021 |
The Company has a strong risk assessment and management process to identify and notifythe Audit Committee and the Board about the risks or opportunities that could have anadverse impact on the Company's operations or that could be exploited to maximize thegains. The Company has constituted Risk Management Committee ("RMC") during theyear under review. The RMC has a Risk Management Charter and Policy that is intended toensure that an effective Risk Management framework is established and implemented withinthe organization. The Company's approach to addressing business risks is comprehensive andthe RMC periodically reviews such risks and a framework for mitigating controls andreporting mechanism of such risks is in place.
CORPORATE SOCIAL RESPONSIBILITY
The Company initiated its CSR activities way before the Act came in existence. TheCompany has a well-defined Policy on CSR as per the requirement of Section 135 of the Actwhich covers the activities as prescribed under Schedule VII of the Act and the policy andalign with the provisions of Companies (CSR Policy) Amendment Rules 2021 dated 22ndJanuary 2021. The Company has a CSR team which exclusively works towards achievement ofCSR goals of the organization. All the CSR activities are carried out by the Companydirectly or through the registered CSR arm (Artemis Health Science Foundation) or/andother CSR Registered Agencies and said CSR activities are closely monitored under theguidance of CSR Committee.
During the year under review your Company had undertaken various initiatives relatedto Healthcare Programme to battle the spread of Covid-19 Wild Life Conservation focusingon preventive health and Conservation of natural resources and Green Belt Project forEnvironment Sustainability respectively. Further in accordance with the requirements ofthe Companies (CSR) Policy Amendment Rules 2021 a certificate from CFO confirming thatthe CSR funds disbursed for FY2021-22 had been utilised for the purposes and in the manneras approved by the Board was placed before the Board in their Meeting held on 11th May2022 for their noting.
Corporate Social Responsibility Report pursuant to clause (o) of Sub-Section (3) ofSection 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility)Rules 2014 including salient features mentioned under outline of Company's CSR policyforms part of this Report as Annexure IV.
The CSR Policy of the Company is available on the website of the Company and the weblink is: - https://www.artemishospitals.com/BackEndImages/downloads/Investorsdata/corporate-social-resonsibilitv-policv.pdf
BUSINESS RESPONSIBILITY REPORT
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thetop 1000 Listed Companies by market capitalization to include Business ResponsibilityReport ("BR Report") in their Annual Report.
Your Company does not fall under the top 1000 Listed Companies by market capitalizationas on 31st March 2022. However since the requirement of preparation of BR Report wastriggered in earlier years the same is also included as part of the report for this year.Accordingly a BR Report describing the initiatives taken by the Company from anenvironmental social and governance perspective forms part of this Report as Annexure V.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 regarding Conservation of Energy Technology Absorptionand Foreign Exchange Earnings and Outgo are enclosed as Annexure-VI forming part of thisreport.
In terms of Section 92(3) and Section 134(3)(a) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 copy of the Annual Return of the Company isavailable on the website of the Company at the link:https://www.artemishospitals.com/BackEndImages/downloads/Investorsdata/draft-of-annual-return-mgt-7-for-the-fy-2021-22.pdf
CORPORATE GOVERNANCE REPORT
Your Company always places major thrust on managing its affairs with diligencetransparency responsibility and accountability thereby upholding the important dictumthat an organization's corporate governance philosophy is directly linked to highperformance.
The Company is committed to adopting and adhering to established world-class corporategovernance practices. The Company understands and respects its fiduciary role andresponsibility towards its stakeholders and society at large and strives to serve theirinterests resulting in creation of value and wealth for all stakeholders.
The compliance report on Corporate Governance and the Certificate on CorporateGovernance received from M/s RSM & Co. Practicing Company Secretaries(FRN:P1997DE017000) regarding compliance of the conditions of Corporate Governance asstipulated under Chapter IV of Listing Regulations forms part of the Corporate GovernanceReport.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Act your Directors state that:
a) in the preparation of the annual accounts for the year ended 31st March 2022 theapplicable accounting standards have been followed and no material departures have beenmade from the same;
b) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2022 and of the profitof the Company for that period;
c) the Directors had taken proper and sufficient care 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;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
During the financial year under review your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India.
Your Company's organizational culture upholds professionalism integrity and continuousimprovement across all functions as well as optimum utilization of the Company'sresources for sustainable and profitable growth.
Your Directors wish to place on record their appreciation to business partnersmembers bankers and other stakeholders for their continued support during the year. Wealso thank all our employees for their contributions towards the growth of your Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
| ||Onkar Kanwar |
|Place : Gurugram ||Chairman |
|Date : 11th May 2022 ||DIN :00058921 |