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Aster DM Healthcare Ltd.

BSE: 540975 Sector: Health care
NSE: ASTERDM ISIN Code: INE914M01019
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OPEN 199.50
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VOLUME 46234
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OPEN 199.50
CLOSE 198.30
VOLUME 46234
52-Week high 237.25
52-Week low 132.55
P/E
Mkt Cap.(Rs cr) 9,443
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Aster DM Healthcare Ltd. (ASTERDM) - Director Report

Company director report

Dear Shareholders

Your Directors have immense pleasure in presenting the ThirteenthAnnual Report on the business and operations of your Company along with the auditedfinancial statements for the financial year ended March 31 2021.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results

(J in crores except per share data)

Particulars Standalone Consolidated
2021 2020 2021 2020
Revenue from operations 746.54 760.42 8608.43 8651.88
Other income 21.63 114.51 49.97 37.87
Total income 768.17 874.93 8658.40 8689.75
Total expenditure 836.21 810.32 8456.87 8339.88
Profit/(loss) before exceptional items and tax (68.04) 64.61 201.53 349.87
Exceptional item - - - (19.64)
Profit/(loss) before tax (68.04) 64.61 201.53 330.23
Share of net profit/ (loss) of equity accounted investees - - 3.52 (0.19)
Profit/(loss) before tax (68.04) 64.61 205.05 330.04
Less: Tax expense 0.74 4.00 27.22 15.38
Profit/(loss) for the year (68.78) 60.61 177.83 314.66
Other comprehensive income/(loss) net of taxes 0.01 (0.25) (49.71) 144.61
Total comprehensive income/ (loss) (68.77) 60.36 128.12 459.27
Profit attributable to
Owners of the company (68.78) 60.61 147.74 276.61
Non-controlling interest - - 30.09 38.05
Total (68.78) 60.61 177.83 314.66
Total comprehensive income attributable to
Owners of the company (68.77) 60.36 103.95 405.42
Non-controlling interest - - 24.17 53.85
Total (68.77) 60.36 128.12 459.27
Earnings per share
Basic (1.38) 1.21 2.97 5.51
Diluted (1.38) 1.21 2.97 5.50

Financial position

(Rs. in crore)

Particulars Standalone Consolidated
2021 2020 2021 2020
Cash and cash equivalents 6.79 15.55 258.09 150.80
Trade receivables 42.92 44.78 2019.00 2366.44
Other current assets 148.54 112.76 1351.92 1578.43
Total current assets 198.25 173.09 3629.01 4095.67
Property plant and equipment 822.87 868.41 4213.13 4261.93
(including capital work in progress)
Goodwill - - 1052.24 1068.74
Other intangible assets 3.26 3.25 249.98 216.60
Other non-current assets 2564.24 2508.25 2499.10 2794.90
Total non-current assets 3390.37 3379.91 8014.45 8342.17
Total Assets 3588.62 3553.00 11643.46 12437.84
Non-current liabilities 396.70 286.82 4613.72 4997.25
Current liabilities 327.81 335.58 3195.62 3722.08
Total current and non-current liabilities 724.51 622.4 7809.34 8719.33
Equity 497.04 496.80 497.04 496.80
Other equity 2367.07 2433.80 2875.42 2775.34
Non-controlling interest - - 461.66 446.37
Total equity 2864.11 2930.60 3834.12 3718.51
Total equity and liabilities 3588.62 3553.00 11643.46 12437.84

Performance Overview

During the year under review the Company reported on a consolidatedbasis a total income from operations of RS. 8608.43 crores as compared to RS.8651.88 crores. Of the total revenues from operations for fiscal 2021 our hospitalsegment accounted for RS. 4798.89 crores our clinic segment accounted for RS. 2014.46crores and our retail pharmacy segment accounted for RS. 1783.12 crores. The Companyreported on a standalone basis a total income from operations of RS. 746.54 crores ascompared to RS. 760.42 crores.

Our strategies for the financial year 2021-22 are explained in theManagement Discussion and Analysis which forms part of this Annual Report.

2. TRANSFER TO RESERVES

There are no appropriations to/from the general reserves of the Companyduring the year under review.

3. DIVIDEND

The Company continues to look at growth prospects through newinvestment opportunities. The past year of the pandemic has presented healthcare companiesacross the world with many challenges and it is imperative that the Company looks atavailable options for organic as well as inorganic growth. The key objective of theCompany is to achieve a consistent sustainable growth over the years to come andconsolidate the Company's position. Keeping in view the growth strategy of theCompany the Board of Directors have decided to plough back the profits and thus do notrecommended any dividend for the financial year under review.

In terms of Regulation 43A of the SEBI (Listing Obligations andDisclosures Requirements) Regulations ("Listing Regulations") the Company hasadopted Dividend Distribution Policy setting out the parameters and circumstances thatwill be taken into account by the Board in determining the distribution of dividend to theShareholders and/or retaining profits earned by the Company. The detailed Policy isavailable on the website of the Company at www.asterdmhealthcare.com/investors.

4. SHARE CAPITAL

The share capital of the Company as on March 31 2021 stands at RS.499.51 Crores consisting of 499513060 equity shares of RS. 10 each. During the yearunder review the Company has not issued any shares with differential voting rights or anysweat equity shares. Details of Employee Stock Options granted by the Company are providedseparately in the annexure to this report. As on March 31 2021 except the followingdirectors no other Directors hold any equity shares or preference shares in the Company:

Name of the Director Number of shares
1. Dr. Azad Moopen 1733536
2. Ms. Alisha Moopen 215842
3. Mr. T J Wilson 2708590
4. Mr. Anoop Moopen 1276114
5. Mr. Shamsudheen Bin Mohideen Mammu Haji 5661732

During the year under review the Company has not issued any bonusshares or rights shares.

5. PUBLIC DEPOSITS

The Company has not accepted any public deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.

6. LOANS GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Companies Act 2013 and Schedule V ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 disclosurerelating to loans/ advances given guarantees provided and investments made are providedas part of the financial statements.

7. SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES

The Company along with its subsidiaries are engaged in the business ofsetting up hospitals clinics and pharmacies in India and GCC. At the beginning of theyear your Company had 76 subsidiaries and 4 associate companies. As on March 31 2021 theCompany has 76 subsidiaries and 7 associate companies. Your Company has no joint venturesas on March 31 2021. There has been no material change in the nature of the business ofthe subsidiaries. Following entities have become subsidiaries / associates of the Companyduring the reporting period:

1. Warseps Healthcare LLP

2. Alfaone Medicals Private Limited

3. Alfaone Retail Pharmacies Private Limited

4. Mindriot Research and Innovation Foundation

5. Aster Caribbean Holdings Limited

6. Aster Cayman Hospital Limited

7. Alfa One Drug Store LLC

8. Aries Investments LLC

Pursuant to provisions of Section 129(3) of the Companies Act 2013 astatement containing salient features of the financial statements of the Company'ssubsidiaries in Form AOC-1 is annexed as Annexure 1 to this report.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act 2013 and ListingRegulations the Company has formulated a policy on dealing with related partytransactions which is also available on the Company's website atwww.asterdmhealthcare. com/investors. The policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand related parties. All related party transactions are placed before the Audit Committeefor review and approval. Prior omnibus approval is obtained for related party transactionson yearly basis for transactions which are of repetitive nature and /or entered in theordinary course of business. No material related party transactions i.e. transactionsexceeding 10% of the annual consolidated turnover as per the last audited financialstatements were entered into by the Company during the year.

A statement giving details of all related party transactions enteredpursuant to the omnibus approval so obtained is placed before the Audit Committee fortheir review on a quarterly basis. Disclosures as required under Section 134(3)

(h) read with Rule 8(2) of the Companies (Accounts) Rules 2014 aregiven in Form AOC-2 as specified under Companies Act 2013 which is annexed as Annexure2 to this report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts the applicable accountingstandards have been followed and there has been no material departures;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a going concernbasis;

e) they have laid down internal financial controls to be followed bythe Company which are adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

• Mr. Chenayappillil John George (DIN: 00003132) was appointed asNon-Executive Independent Director of the Company effective from April 11 2020 for a termof three consecutive years and the same was approved by the Members at the 12thAnnual General Meeting held on August 14 2020.

• Mr. James Mathew (DIN:07572909) was appointed as Non-ExecutiveIndependent Director of the Company effective from June 23 2020 for a term of threeconsecutive years and the same was approved by the Members at the 12th AnnualGeneral Meeting held on August 14 2020.

• Mr. Sridar Arvamudhan Iyengar (DIN:00278512) was appointed asNon-Executive Independent Director of the Company effective from July 19 2020 for a termof three consecutive years and the same was approved by the Members at the 12thAnnual General Meeting held on August 14 2020.

Re-appointments

• In accordance with Articles of Association Mr. Anoop Moopen(DIN: 02301362) Director who retired by rotation was re-appointed as Director at the 12thAnnual General Meeting of the Company held on August 14 2020.

• In accordance with Articles of Association Mr. T J Wilson (DIN:02135108) Director shall retire by rotation at the ensuing Annual General Meeting. TheDirector being eligible offers himself for re-appointment. The Notice of 13thAnnual General Meeting of the Company contains the above proposal for the approval of theMembers.

• The Board of Directors on recommendation of the Nomination andRemuneration Committee re-appointed Mr. Suresh Muthukrishna Kumar (DIN:00494479) asNon-Executive Independent Director of the Company for a second term of one year witheffect from September 16 2020 to September 15 2021 subject to approval of the Members atthe ensuing Annual General Meeting of the Company. The Notice of 13th AnnualGeneral Meeting of the Company contains the above proposal for the approval of theMembers.

Retirements

• Mr. Ravi Prasad (DIN: 07022310) and Mr. Daniel James Snyder(DIN:02298099) Non-Executive Independent Directors of the Company had retired from theBoard of Directors of the Company on completion of their term of five years with effectfrom the close of the business hours on April 20 2020.

Approval of Central Government

• The Members of the Company passed a special resolution videPostal ballot results dated October 14 2019 to appoint Ms. Alisha Moopen as DeputyManaging Director of the Company for a period of five years with effect from August 072019 subject to approval of the Central Government. The Central Government has grantedapproval under section 196 read with Part-I

(e) of schedule-V of the Companies Act 2013 vide order no. No.SRNR09511726 /2 /2019- CL-VII dated January 27 2021 for appointment of Ms. Alisha Moopenas Deputy Managing Director of the Company for a period of five years with effect fromAugust 07 2019.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act 2013the Company has appointed the following Key Managerial Personnel:

Name of the Key Managerial Personnel Designation
1 Dr. Azad Moopen Chairman and Managing Director
2 Ms. Alisha Moopen Deputy Managing Director
3 Mr. Sreenath Reddy Group Chief Financial Officer
4 Ms. Puja Aggarwal Company Secretary and Compliance Officer

11. COMMITTEES OF DIRECTORS

The Company has constituted committees as required under the CompaniesAct 2013 and the Listing Regulations. The details of the said Committees forms a part ofthe Corporate Governance Report.

12. BOARD EVALUATION

Pursuant to the provisions of Companies Act 2013 and the ListingRegulations the evaluation of Board of Directors was conducted for the financial year2020-21.

The evaluation was conducted by engaging an external independent firmhaving the requisite expertise in this field. An online questionnaire method was adoptedfor evaluation based on the criteria formulated by the members of the Nomination andRemuneration Committee ("NRC"). The evaluation was made to assess theperformance of individual Directors Committees of the Board Board as a whole and theChairman. Adherence to the Code of Conduct display of leadership qualities independenceof judgement integrity confidentiality and the six pillars of Aster namely peoplemanagement service excellence clinical excellence technology digital transformationand innovation brand equity and community connect business performance etc were thecriterion based on which the performance evaluation was conducted. Further the evaluationof Management was conducted based on the factors such as timeliness in the flow ofinformation transparency and quality of information provided to the Board fordecision-making adoption of suggestions provided by the Board etc. The IndependentDirectors at their meeting held on May 06 2021 reviewed the performance of theNon-Independent Directors Committees of the Board the Board as a whole and Chairmanbased on the evaluation of other Directors. The NRC at their meeting held on June 21 2021reviewed the outcome of the evaluation process. The Directors were satisfied by theconstructive feedback obtained from their counterparts.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors inaccordance with Section 149(7) of the Companies Act 2013 ("the Act") andRegulations 25(8) of the Listing Regulations that he/she meets the criteria ofindependence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations. The Board of Directors is of the opinion that all the IndependentDirectors meet the criteria regarding integrity expertise experience and proficiency.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 ofthe Companies (Appointment and Qualification of Directors) Rules 2014 IndependentDirectors of the Company have confirmed that they have registered themselves with thedatabank maintained by the Indian Institute of Corporate Affairs ("IICA").

14. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Company's policy on Directors' appointment andremuneration and other matters provided in Section 178 (3) of the Companies Act 2013 hasbeen disclosed in the Corporate Governance Report and is also available on the website ofthe Company at www.asterdmhealthcare.com/investors.

15. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors met 6 times during the financial year viz June23 2020; August 12 2020; November 10 2020; February 09 2021; March 03 2021 and March25 2021. The intervening gap between the meetings was within the period prescribed underthe Companies Act 2013 and as per MCA circulars. Detailed information regarding themeetings of the Board and Committees of the Board is included in the report on CorporateGovernance. The Annual General Meeting for the financial year 2019-20 was held on August14 2020 through Video Conferencing (‘VC')/ Other Audio-Visual Means(‘OAVM').

16. SECRETARIAL STANDARDS

The Company has devised proper Systems to ensure compliance with allapplicable Secretarial Standards issued by the Institute of Company Secretaries of India("ICSI") as required under Section 118 (10) of the Companies Act 2013.

17. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required undersection 197 (12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided in Annexure3 to this report.

18. EMPLOYEE STOCK OPTION PLAN

The Nomination and Remuneration Committee of the Board inter aliaadministers and monitors the Company's Employees

Stock Option Plan "Aster DM Healthcare Employees Stock Option Plan2013" in accordance with SEBI (Share Based Employee Benefits) Regulations 2014("SBEB Regulations") and the plan is implemented through DM Healthcare EmployeesWelfare Trust.

During the year 381475 shares were transferred from the ESOP Trustto the eligible employees under the Company's prevailing ESOP Plan. As on March 312021 the ESOP Trust held 2491141 (0.50%) equity shares of the Company.

Disclosures as required under Rule 12 of Companies (Share Capital andDebentures) Rules 2014 SEBI (SBEB) Regulations 2014 read with SEBI CircularCIR/CFD/POLICY CELL/2/2015 dated June 16 2015 have been provided separately in Annexure4 to this report. The certificate from the Statutory Auditor that the scheme has beenimplemented in accordance with SBEB Regulations and the resolutions passed by theshareholders shall be made available at the Annual General Meeting for inspection by theMembers.

19. INTERNAL CONTROL SYSTEMS

The Management has laid down internal financial controls to be followedby the Company. The Company has adopted policies and procedures for ensuring orderly andefficient conduct of the business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The internal control system is commensurate with thenature of business size and complexity of operations and has been designed to providereasonable assurance on the achievement of objectives effectiveness and efficiency ofoperations reliability of financial reporting and compliance with applicable laws andregulations. As part of the Corporate Governance Report CFO certification is providedfor assurance on the existence of effective internal control systems and procedures in theCompany. The internal control framework is supplemented with an internal audit programmethat provides an independent view of the efficacy and effectiveness of the process andcontrol environment and supports a continuous improvement program. The internal auditprogramme is managed by an in-house internal audit function and by Grant Thornton BharatLLP external firm. The Audit Committee of the Board oversees the internal audit function.The Audit Committee is regularly apprised by the internal auditors through various reportsand presentations. The scope and authority of the internal audit function is derived fromthe audit charter approved by the Audit Committee. The internal audit function develops aninternal audit plan to assess control design and operating effectiveness as per the riskassessment methodology. The internal audit function provides assurance to the Board that asystem of internal control is designed and deployed to manage key business risks and isoperating effectively.

20. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent mannerand adopts the highest standards of professionalism and ethical behaviour. Integrity isone of the key values of the Company that it strictly abides by. Keeping that in view theCompany has established a vigil mechanism for Directors and employees to report concernsabout unethical behaviour actual or suspected fraud or violation of the Company'scode of conduct or ethics. The Whistle-Blower Policy has been amended with effect fromNovember 10 2020 and is available on the website of the Company atwww.asterdmhealthcare.com/investors.

The Company as a policy condemns any kind of discriminationharassment victimisation or any other unfair employment practice being adopted againstwhistle-blowers and provides adequate safeguard measures. It also provides a direct accessto the Chairman of the Audit Committee to raise concerns. In addition to this the Companyhas also engaged an independent agency called ‘Integrity Matters' that providesan electronic and digital platform to report any unethical practices orharassment/injustice at the workplace confidentially and if desired anonymously by anyemployees or vendors of the Company or any of its subsidiaries anywhere in the world toensure fairness and transparency in the process.

21. RISK MANAGEMENT POLICY

Risk is the effect of uncertainty on an expected result and everybusiness is exposed to it. The ability to effectively identify and manage risk is a vitalelement of business success for all parts of the Company's business. During theperiod under review the Company has strategised to handle the risks by: - carrying outrisk identification sessions for the Board senior management and other staff members; -defining analysing and prioritizing various kinds of risks; - forming a cross functionalteam with well-defined roles for identifying and reporting of new risks; - giving trainingand support for the risk owners; and - commencing the standardisation and digitalisationof risk reporting planning risk management activities and reviewing the risksperiodically. The Company strives to bring in further accountability and transparency andexpertise in the risk management by periodic reporting to the Risk Management Committee.The Risk Management Committee oversees how management monitors compliance with the riskmanagement policies and procedures and reviews the adequacy of the risk managementframework in relation to the risks being faced by the Company.

Risk of natural calamities including pandemic innovation risk andmedical risk were identified by management as high risks that can have major impact on thebusiness of the Company. Competition risk Technology risk and Investment risk areexamples of moderate risks on the company's business. The Risk Management Policy isavailable on the website of the Company at www.asterdmhealthcare.com/investors.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined policy on Corporate SocialResponsibility as per the requirement of Section 135 of the Companies Act 2013. The CSRactivities of the Company undertaken by Aster Volunteers broadly includes providing freehealthcare services to the under-privileged children and the needy village adoptionproviding education sustainability programmes. The CSR activities are being carried outunder the broad umbrella of our registered charitable organisation – Aster DMFoundation. The Foundation is established and endowed as a non-profitable charity andphilanthropic organisation by Dr. Azad Moopen as the Managing Trustee.

The CSR Policy of the Company is available on the website of theCompany at www.asterdmhealthcare.com/investors. Details on Corporate Social Responsibilityactivities undertaken during the year is provided in Annexure 9 forming part ofthis report.

23. AUDITORS

i. Statutory Auditors

At the Annual General Meeting held on August 14 2020 M/s. DeloitteHaskins & Sells Chartered Accountants [Firm registration number: 008072S] wereappointed as the Statutory Auditor of the Company for a period of 5 years from theconclusion of 12th AGM till the conclusion of the 17th AGM.

ii. Secretarial Auditor

M/s. M Damodaran & Associates LLP Practising Company Secretaries[Firm registration number: L2019TN006000] were appointed to conduct the Secretarial Auditof the Company for the financial year 2020-21 as required under section 204 of theCompanies Act 2013 and Rules thereunder.

iii. Cost Auditor

The Company has maintained cost record and accounts as specified by theCentral Government under section 148(1) of the Companies Act 2013 and rules madethereunder and M/s. BBS & Associates Cost Accountants [Firm Registration No: 00273]were appointed as the Cost Auditor of the Company to conduct the audit of cost records forthe financial year 2020-21.

The Board of Directors on the recommendation of the Audit Committeehas appointed M/s. BBS & Associates Cost Accountants [Firm Registration No: 00273] asthe Cost Auditor of the Company to conduct the audit of cost records for the financialyear 2021-22 at a remuneration of RS. 175000 (Rupees One Lakh and Seventy Five Thousand

Only) plus out of pocket expenses & taxes as applicable if any inconnection with the cost audit. The Board of Directors of the Company proposes theratification of remuneration of M/s. BBS & Associates Cost Accountants for financialyear 2021-22 at the ensuing Annual General Meeting. The Notice of 13th AnnualGeneral Meeting of the Company contains the above proposal for the approval of theMembers.

24. AUDIT REPORT

i. Statutory Audit Report

Audit report on the financial statements of the Company for thefinancial year 2020-21 is being circulated to the shareholders along with the financialstatements. There are no qualifications or adverse remarks made by the statutory auditorsin their report for the financial year ended March 31 2021.

During the year under review the Statutory Auditors have not reportedto the Audit Committee any incident of fraud committed against the Company by its officersor employees under Section 143 (12) of the Companies Act 2013.

ii. Secretarial Audit Report

The Secretarial Audit report issued by M/s. M Damodaran

& Associates LLP Practising Company Secretaries for the financialyear 2020-21 is annexed as Annexure 5 to this report. Pursuant to Regulation 24A ofthe Listing Regulations read with SEBI circular dated February 08 2019 listed entitiesare required to submit the Annual Secretarial Compliance report with the stock exchangeswithin sixty days from the end of the financial year. Further SEBI vide its circulardated April 29 2021 extended the timeline for filing by one-month up to June 30 2021.The Company has received the Annual Secretarial Compliance report from M/s. M Damodaran& Associates LLP Practising Company Secretaries [Firm registration number:L2019TN006000] and the same has been submitted to the stock exchanges within thestipulated date and a copy of the report is annexed as Annexure 5A to this report.

Pursuant to amendment made to Regulation 24A of the ListingRegulations the Secretarial Audit report of Malabar Institute of Medical Sciences Ltd amaterial unlisted subsidiary of the Company issued by M/s. Ashique Sameer AssociatesPractising Company Secretaries for the financial year 2020-21 is annexed as Annexure 5Bto this report. During the year under review the Secretarial Auditors have not reported tothe Audit Committee any incident of fraud committed against the Company by its officers oremployees under Section 143 (12) of the Companies Act 2013.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

In March 2020 the World Health Organisation declared COVID-19 to be apandemic. This pandemic resulted in disruption to regular business operations due tolockdown disruptions in transportation travel bans quarantines social distancing andother emergency measures imposed by the government. The Company adopted measures to curbthe spread of infection in order to protect the health of its employees and ensurebusiness continuity with minimal disruption and has considered available internal andexternal information up to the date of approval of the financial statements by the Boardof Directors.

The Company has used the principles of prudence in applying judgementsestimates and assumptions including sensitivity analysis and the Company has evaluatedimpact of the pandemic in assessing the recoverability of property plant and equipment(including Capital work in progress) investments intangibles inventories receivablesand other assets based on its review of current indicators of future economic conditions.Based on current estimates including the availability of financing facilities formaintaining liquidity the Company expects to fully recover the carrying amount of theseassets. Further the Company has taken various measures to reduce its fixed cost - forexample salary reductions optimization of administrative sales and marketing costsdeferment of capex along with judicious resource allocation and requesting for the waiverof minimum guarantee fee and revenue share for hospital premises taken on lease. Theeventual outcome of impact of the global health pandemic may be different from that whichhas been estimated as on the date of approval of these financial statements. The Companywill continue to monitor any material changes to future economic conditions and theconsequent impact on its business if any and any significant impact of these changeswould be recognized in the financial statements as and when these material changes toeconomic conditions arise.

26. EXTRACT OF ANNUAL RETURN

As per Section 134 (3) (a) of the Companies Act 2013 an extract ofthe annual return in prescribed format is given in Form MGT 9 is available on the websiteof the Company at www.asterdmhealthcare.com/investors.

27. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any regulators orcourts or tribunals impacting the going concern status and Company's operations infuture.

28. BUSINESS OF THE COMPANY

The Company is into the business of setting up and running of hospitalsand healthcare centres. There has been no change in the nature of business during the lastfinancial year.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment atworkplace framed under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013. Internal Complaints Committee (ICC) has been constituted asper the said Act to redress the complaints with respect to sexual harassment. Allemployees (permanent contractual temporary trainees) are covered under this policy.During the year under review no cases were reported on sexual harassment.

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREX EARNINGSAND OUTGO

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed as Annexure6 to this report.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Regulation34 (3) of the SEBI Listing Regulations and Schedule V (B) to the said regulation formspart of the Annual Report.

32. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the SEBI ListingRegulations the Corporate Governance Report with the Compliance certificate from thePracticing Company Secretary is annexed as Annexure 7 to this report.

33. BUSINESS RESPONSIBILITY REPORT

As per the Regulation 34 (2) (f) of the SEBI Listing Regulations aBusiness Responsibility Report is annexed as Annexure 8 to this report.

34. LISTING ON STOCK EXCHANGES

The Company's shares are listed on both BSE Limited and NationalStock Exchange of India Limited from February 26 2018.

35. ACKNOWLEDGEMENT

Your Directors thank the Company's Shareholders customers banksfinancial institutions and well-wishers for their continued support during the year. YourDirectors place on record their appreciation on the contribution made by the employees atall levels. The Company's consistent growth was made possible by their hard worksolidarity co-operation and support. The Board sincerely expresses its gratitude toGovernment of India Ministry of Corporate Affairs Reserve Bank of India ForeignInvestment Promotion Board Securities and Exchange Board of India BSE Limited NationalStock Exchange of India Limited and Governments of Kerala Karnataka Andhra PradeshTelengana and Maharashtra for the guidance and support received from them includingofficials thereat from time to time.

For and on behalf of the Board of Directors
Dr. Azad Moopen
Date : June 22 2021 Chairman and Managing Director
Place : Dubai DIN: 00159403

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