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Aster DM Healthcare Ltd.

BSE: 540975 Sector: Health care
NSE: ASTERDM ISIN Code: INE914M01019
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VOLUME 6559
52-Week high 175.00
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P/E 142.28
Mkt Cap.(Rs cr) 6,469
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OPEN 128.40
CLOSE 126.95
VOLUME 6559
52-Week high 175.00
52-Week low 109.70
P/E 142.28
Mkt Cap.(Rs cr) 6,469
Buy Price 125.00
Buy Qty 1.00
Sell Price 128.60
Sell Qty 25.00

Aster DM Healthcare Ltd. (ASTERDM) - Director Report

Company director report

To

The Members of

Aster DM Healthcare Limited

Your Directors take pleasure in presenting the 10th Annual Report of the Companytogether with the audited financial statements for the year ended March 31 2018.

1. Results of Operation and State of Affairs

Financial Results

Particulars (INR in Millions)

Standalone

Consolidated

Year Ended 31 March 2018 Year Ended 31 March 2017 Year Ended 31 March 2018 Year Ended 31 March 2017
Revenue from Operations 5300.66 3795.12 67211.61 59312.87
Other Income 161.08 306.52 454.35 366.15
Total Income 5461.74 4101.64 67665.96 59679.02
Total Expenditure 6333.66 7226.47 65907.62 62752.10
Profit/(loss) before exceptional items share of profit/ (loss) of equity accounted investees and tax (871.92) (3124.83) 1758.34 (3073.08)
Exceptional Item - 3591.89 1296.42 4159.06
Profit/(loss) before share of profit/ (loss) of equity accounted investees and tax (871.92) 467.06 3054.76 1085.98
Share of net profit/ (loss) of equity accounted investees - - 22.87 (2.29)
Profit/(loss) before tax (871.92) 467.06 3077.63 1083.69
Less : Tax expense - - 260.82 108.37
Profit for the year (871.92) 467.06 2816.81 975.32
Other Comprehensive income net of income tax (0.24) (0.69) 103.90 (323.57)
Total Comprehensive Income (872.16) 466.37 2920.71 651.75
Profit attributable to
Owners of the Company (871.92) 467.06 2688.76 1017.60
Non-Controlling interest - - 128.05 (42.28)
Total (871.92) 467.06 2816.81 975.32
Total Comprehensive income attributable to
Owners of the Company (872.16) 466.37 2784.92 736.43
Non-Controlling interest - - 135.79 (84.68)
Total (872.16) 466.37 2920.71 651.75
Earnings Per Share
Basic (1.87) 1.01 5.75 2.20
Diluted (1.87) 1.01 5.74 2.19

Financial position

Particulars (INR in Millions)

Standalone

Consolidated

As at 31 March 2018 As at 31 March 2017 As at 31 March 2018 As at 31 March 2017
Cash and Cash equivalents 838.5 146.84 2041.68 1373.21
Trade Receivables 305.31 244.51 15463.93 12876.18
Other Current Assets 1839.71 1623.38 11184.22 10475.17
Total Current Assets 2983.52 2014.73 28689.83 24724.56
Property plant and equipment (including capital work in progress) 7873.38 7732.34 33672.23 30565.69
Goodwill - - 7083.39 6739.84
Other intangible assets 23.46 40.73 644.38 788.95
Other Non-Current Assets 22057.3 22458.94 4752.55 5253.73
Total Non-Current Assets 29954.14 30232.01 46152.55 43348.21
Total Assets 32937.66 32246.74 74842.38 68072.77
Non-Current Liabilities 1919.76 6969 20707.21 23553.76
Current Liabilities 1758.17 1996.96 22234.85 22012.24
Total Current and Non-Current Liabilities 3677.93 8965.96 42942.06 45566
Equity 5052.29 4032.22 5052.29 4032.22
Other Equity 24207.44 19248.56 23268.65 14721.89
Non-Controlling Interest - - 3579.38 3752.66
Total Equity 29259.73 23280.78 31900.32 22506.77
Total Equity and Liabilities 32937.66 32246.74 74842.38 68072.77

During the year under review our company on a consolidated basis reported totalincome from operations of INR 67211.61 million as compared to INR 59312.87 millionregistering a year over year growth of 13.31%. Of our total revenues from operations forfiscal 2018 our hospital segment accounted for INR 32266.97 our clinic segmentaccounted for INR 17769.22 and our retail pharmacy segment accounted for INR 17151.34.Our operations in India which primarily consist of hospitals accounted for INR 11665.06of our total revenues from operations for the year ended March 31 2018.

Our revenues increased by 13.38% from INR 59679.02 million in fiscal 2017 to INR67665.96 million in fiscal 2018. This increase was due to an increase in revenue acrossall our business segments largely driven by organic growth. During the fiscal 2018 ourhospital segment revenue increased by 19.29% from INR 27047.32 million to INR 32266.97million. The growth in our hospitals segment was driven by an increase in patient volumesfavorable case mix and opening of two new hospitals at GCC. The in-patient volumesincreased from 157800+ in fiscal 2017 to 210000+ in fiscal 2018 (+average figures).

During the fiscal 2018 our clinics segment revenue increased 9.48% from INR 16229.16million to INR 17769.22 million driven by organic growth through increased patientvisits at our clinics. The stabilisation of new clinics that had commenced operations infiscal 2017 also contributed to the segment growth. During the fiscal 2018 our retailpharmacies segment revenue increased by 7.34% from INR 15977.65 million to INR 17151.34million driven by growth in our clinics segment which had a favorable impact on ourretail pharmacies supporting our clinics. During the fiscal 2018 our other incomeincreased by 24.08% from INR 366.15 million in fiscal 2017 to INR 454.35 million in fiscal2018. This increase was primarily due to value added services at our healthcare facilitiesand increase in interest income earned on account of fixed deposits.

Our employee benefits expense totaled INR 22711.30 million in fiscal 2018 an increaseof 10.54% over INR 20545.01 million in fiscal 2017 primarily due to an increase in thenumber of employees to 17335 employees at the end of fiscal 2018 from 17240 employees atthe end of fiscal 2017 and salary increment effected for the year which reflects thegrowth of our business segments and operations. Our finance cost totaled INR 1846.42million in fiscal 2018 an decrease of 47.78% over our finance cost of INR 3535.99million in fiscal 2017 primarily due to decrease in interest expenses on financialliabilities measured at amortised cost.

As a result of all the factors outlined above our profit for the year increased fromINR 975.32 million in fiscal 2017 to INR 2816.81 million in fiscal 2018. As of March 312018 we had aggregate outstanding indebtedness of INR 23515.74 million.

*GCC - Gulf Cooperation Countries

Strategy

Our mission is to improve the quality of healthcare services provided in thecommunities we serve. We strive to deliver comprehensive healthcare services ofinternational standards to our patients in order to become their healthcare serviceprovider of choice. We also provide assistance to the underprivileged as part of ourcorporate social responsibility. We are able to do this because of our commitment tonurturing a dedicated and passionate team of healthcare professionals in order to achieveand maintain excellence in education research clinical outcomes and healthcare. At thesame time we seek to generate strong financial performance through the execution of arobust business strategy.

We expect the private healthcare services sector in the GCC states to grow based on:favourable healthcare regulatory reforms and growth in the privately insured populationand premium health insurance; an increasing incidence of lifestyle related-medicalconditions; a population that is growing and rapidly ageing in the GCC states; growth inthe inbound and outbound medical value travel industry; projected shortages in healthcareprovision and infrastructure in the GCC states; and service gaps in the current healthcaremarket. In Saudi Arabia we shifted our focus from the government to the privatehealthcare sector in order to capitalise on the significant demand supply gap in privatehealthcare.

We expect the healthcare services sector in India to grow based on: the continuedgrowth of the Indian middle class; an increasing incident of lifestyle related-medicalconditions; increased spending on medical/healthcare (sick care and preventive care) dueto higher disposable income and better awareness; and the impetus provided by risingdemand for medical value travel.

We aim to achieve our mission to capitalise on the market opportunity and to grow ourbusiness by pursuing the strategic goals set out below.

2. Dividend

Your Board has not recommended any dividend for the financial year 2018.

3. Transfer to Reserves

No amount is proposed to be transferred to general reserves for the financial year2018.

4. Share Capital

Share Capital of the Company as on March 31 2018 was INR 5052.29 Mn consisting of505227345 equity shares of INR 10 each. During the year under review your Company hasnot issued any shares with differential voting rights or any sweat equity shares. Detailsof Employee Stock Options granted by the Company are provided separately in the report.

As on March 31 2018 except Dr. Azad Moopen who holds 525720 equity shares and Mr. TJ Wilson who holds 2737210 equity shares and Mr. Shamsudheen Bin Mohideen Mammu Haji whowas holds 5717829 equity shares and Mr. Anoop Moopen who holds 482398 equity shares noother directors hold any equity shares or preference shares in the Company.

During the financial year under review your company issued 38157894 equity shares offace value INR 10 and at a premium of INR 180 through the Initial Public Offer as per theprospectus dated February 17 2018.

During the year under review your Company has not issued any bonus shares or rightsshares.

5. Public Deposits

Your Company has not accepted any public deposits and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of Balance Sheet.Thus no particulars are reported as required under Rule 8 (5) (v) of Companies (Accounts)Rules 2014.

6. Loans Guarantee and Investments

Particulars of Loans guarantees and investments form part of the notes to thefinancial statements provided in this Annual Report.

7. Subsidiary Joint Ventures and Associate Companies

Your Company along with its subsidiaries are engaged in the business of setting uphospitals clinics and pharmacies in India and GCC. At the beginning of the year yourcompany had 8 direct subsidiaries 45 step-down subsidiaries and 4 associate companies. Ason 31st March 2018 your company has 9 subsidiaries and 48 stepdown subsidiaries and 4associate companies. There has been no material change in the nature of the business ofthe subsidiaries.

Following entities have become subsidiaries of the Company during the reporting period:

1. Aster Ramesh Duhita LLP

2. Dr. Moopens Aster Hospital WLL

3. Harley Street Dental LLC

4. Aster DCC Pharmacy LLC

Pursuant to provisions of section 129(3) of the Act a statement containing salientfeatures of the financial statements of the Company's subsidiaries in Form AOC- 1 isappended as Annexure A to the report.

8. Human Resources

From the last year's focused approach towards enhancing our 'Stakeholder'sdelight" through cultivating an atmosphere of uncompromised quality and care; thisyear 2017 - 2018 was about driving a high-performance culture and productivity across theGroup.

In view of the IPO planned during the year our core focus for Human Resources wasreviewing what existed to achieve greater internal and external stakeholder's outcomesboth from a talent and business perspective. This was done strategically by running an HRdiagnosis across the organization; which gave us our clear HR strategy until the year 2020complimenting the overall long-term business priorities.

Our People Strategy has eight key focus areas emerged across the employee life cyclefrom: Attracting and Recruiting Talent including New Hire Induction and OnboardingWorkforce Planning and Organization Design Learning & Development People and TalentAnalytics Compensation and Benefits Career & Succession Management EmployeeEngagement & Recognition HR Operations including Grievance and Exit Management. Allthese have been mapped against the impact on operational outcomes design andimplementation challenge to ensure complete business alignment.

As an outcome of our review one of the key inputs to the people strategy wasdigitization of HR process and outsourcing some of our manually dependent and non-coreprocesses like outsourcing of payroll to Ramco. Digitisation was a key theme this year andthe outcomes of which will be integrated with all other HR process using Oracle HCM cloudtechnology. As a pre-requisite to the HCM implementation eight major process flowssubdivided into sixty-six approval workflows were created in agreement with HR andBusiness leadership to create the HR Group Approval Matrix or GAM to streamline the HRoperating model.

As we continue to focus on being able to attract and retain the best we partnered withWillis Towers Watson to conduct our first formal salary and benefits benchmarking studyacross GCC. The objective is to create fairness and transparency in rewards and benefitsprograms. Similarly we partnered with other Industry experts for India with E&Y andMcKinsey for GCC regions for the Manpower Optimization & Productivity to ensure anoptimal manpower model for our hospitals. The results of which will go into the followingyears' HR operating plan.

To create alignment which reflects our employer brand mirrors our values and inductsour employees within Aster DM Healthcare family working towards our common goal we alsolaunched and implemented the new hire onboarding program. This new hire onboarding programincludes both Clinicians and Non-Clinicians together being inducted from day one as theyjoin us in any part of business. The objective is to provide them an overview of Aster DMHealthcare as a Group our culture and values our working styles and our ethos; thusblend well and add value to themselves and the system.

Considering the volume of information provided and changes happening in theorganization we developed our first employee handbook and its design element. Thisemployee handbook will act as a guide for all the employees and it contains importantinformation about Aster DM Healthcare. The book is classified into four major categorieswhich revolves around: I - Belong I - Learn I - Respect and I - Enjoy.

The growth and development of our business necessitates that we develop our employeesin their careers provide for their continuous and on-going professional development andhelp them achieve their maximum potential. There were two key programs that were launchedwith a common intent of cultivating talent. The first was the Aster DM Healthcare WomenLeadership Program which began with twenty-four high potential middle managers coveringthe learning blended model including business related learning themes and mentoringprograms within the organization to make them future ready leaders. The second highpotential program is the Executive Certificate Course in Healthcare Management by XLRIone of the top leading management institutes in India. This course is exclusivelycustomized and co-created by XLRI and the Aster DM Healthcare team with a MBA. A total ofthirty high potential young leaders in P&L roles were selected for this one-yearjourney post which they will be graduating in Jamshedpur Campus. There was also an annuallearning calendar created based on the needs analysis of the business requirement with arange of unique programs focused towards management development.

While preparing for becoming a public listed company it becomes a moral responsibilityfor every Aster member including the Board and the senior leadership team to betransparent and open in sharing information about the company with both internal andexternal customers. As a result HR policies were broadly categorized as global regionaland business level policies revisiting and standardizing sixteen of our key employeepolicies across the organisation to ensure external competitiveness and internal fairnessand parity.

To support our strategy of driving a high-performance culture we also created theAster DM Healthcare competency framework and aligned it with our performance managementsystem. There was uniform cascade of goals from leadership to team member level this yearand that competency also formed a part of the evaluation to focus on buildingcapabilities.

To summarize this year's efforts were acknowledged very well as our Group and ourleaders were recognized through awards globally and regionally. Both our Aster and Medcarebrands and their leaders in India and GCC have been selected as one of the World'sGreatest Brands and leaders in Asia and

GCC for 2017-18. Some notable awards were: World's Greatest Brands in Asia and GCC for2017-18 and Dubai Appreciation and Quality Awards Dubai Human Development Awards GCCBest Employer Awards etc. Some key statistics for the year as on March 2018 are asfollows:

Attribute Group
Headcount 17335
Differently Abled Headcount 63
Hiring 6251
Annualized Attrition (%) 29.66%
Total Employee Grievances 323
Anti - Sexual Harassment (ASH) 8
Code of Conduct (COC) 251
Whistle Blower 26
Involuntary Separation due to Performance Concern 38
Percent of cases closed 90%

9. Particulars of Employees

The statement containing particulars of employees as required under section 197(12) ofthe Act read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided in Annexure B forming part of this report.

10. Employee Stock Option Scheme

Keeping its promise of value creation for its employees and employees of subsidiarycompanies your company had instituted an ESOP Scheme 'DM Healthcare Employee Stock OptionScheme 2013" in the year 2013. Details of ESOPs as required under Rule 12 (9) ofCompanies (Share Capital and Debentures) Rules 2014 as given below:

Date of Grant Grantees

Type of Option

Performance Loyalty Incentive Milestone
07-Jun-17 KMP Category - 64500 6000 4500
Non-KMP category - 220500 142000 106500
01-Mar-18 KMP Category 76218 - - -
Non-KMP category 589811 146800 - -
Total 666029 431800 148000 111000

*KMP includes MD CFO and CS

Note: Refer note no 41A of Financial Statements forming part of this Annual Report fordetails of ESOP's.

11. Quality Control and Initiatives

Our constant endeavour for clinical excellence is our journey of TQM (Total qualitymanagement) at Aster DM healthcare. Our Quality principles provide the foundation forimproving safety and quality of care for patients and families as well as improving theworkforce experience. The quality program at Aster DM is structured to develop a groupwideculture of improvement that inspires engages and achieves results. We aim to simplifyand harmonize activities and initiatives while we set priorities for groupwide impactwhich patient centric.

Patient safety is a global health concern affecting patients in all health caresettings whether in developed or developing countries. Research studies have shown thatan estimated average of 10% of all inpatient admissions result in a degree of unintendedpatient harm. It is estimated that up to 75% of these lapses in health care delivery arepreventable.

In response to the pressing need for the development of interventions that addresslapses in patient safety we at

Aster DM Healthcare have implemented Patient Safety Friendly Hospital Initiatives. Theinitiative involves the implementation of a set of patient safety standards in hospitals& medical centers. Compliance with the standards ensures that patient safety isaccorded the necessary priority and that facilities and staff implement best practice.

The goal of the initiative is to improve the level of patient safety in hospitals bycreating conditions that lead to safer care thus protecting the community from avoidableharm and reducing adverse events in hospital settings. Patient centric processes &protocols take topmost priority such as implementation monitoring and maintenance of WHOguidelines supporting quality improvement projects like reducing the risk of medicationerrors IPSG Goals preventable strategies with regard to pressure ulcers falls etc.Special emphasis is laid on implementation of clinical pathways & clinical bundles

There is monitoring of quality data which is benchmarked with national &international standards in order to ensure we are on par with the best acceptablestandards in the healthcare industry. The Group Quality initiatives for the year alsoinclude strengthening the implementation & monitoring of clinical privilegesprocedure-specific informed consents and OPPE (ongoing physicians professional evaluation)across all hospitals in GCC and India.

At Aster DM we have identified Center of excellence (CoE) an entity that promotescollaboration provides leadership best practices research support and/or training todrive clinical outcomes and business growth on a comprehensive continuum. It isstrengthened by implementing standards for the centres of excellence and CoE specificclinical quality indicators.

The Centers of Excellence are identified for the specialties Cardiology NeurosciencesOrthopedics Women and child Bariatric Gastroenterology Integrated liver careOncology Nephrology Neonatal ICU Urology.

We have maintained our focus on continuous quality improvement and each unit wasencouraged to identify areas of improvement and work on quality improvement projects whichbenefitted our patients as well as operational excellence. We achieved thereaccreditations from the U.S.- based Joint Commission International (JCI) for AsterMedcity. Aster CMI successfully achieved its NABH accreditation. Medcare hospital DubaMedcity Kochi was appreciated for its expansion project on cardiac catheterization Lab andcoronary care unit and was granted the golden seal by JCI during the extension survey.

Aster Mankool hospital Dubai received the prestigious Dubai Quality appreciation awardfrom Dubai chamber of commerce this year which is based on EFQM model. Attaining highcompliance with its core measures required a well- orchestrated effort across disciplinesand departments. We also participated in the International patient safety congress as wellas Global conclave by AHPI in India and won 8 awards in various categories.

Aster Pharmacy keeping pace with the continuing quality journey has bagged a string ofsuccesses this year such as : Dubai Human development award 2018 UAE innovation award2017 Sheikh Khalifa Excellence award 2017 Sharjah top 10 Business excellence award 2017Dubai Quality appreciation award 2017.

INDIA UNITS Accreditation- 2017-18

Sl# Name of the Accreditation Year achieved
I Name of the Hospital: Aster CMI Hospital
1 ER NABH Jan 2017
2 NABH Nursing Excellence April 2017
3 NABH 2018
II Name of the hospital: Aster Ramesh Hospital - Guntur
1 NABL Reassessment 2018
2 NABH Nursing Excellence 2018
III Name of the hospital: Aster Ramesh Hospital - MG
1 Renewal of NABH (First 2015) 2017
IV Name of the Hospital: DM WIMS Hospital
1 NABH-Certification standards for emergency department. 2017
VI Name of the Hospital: Aster MIMS Calicut
1 NABL 2018
2 NABH- Nursing Excellence certification 2017
3 NABH- Emergency dept excellence certification 2016
VII Name of the hospital: Aster MIMS Kottakkal
1 NABH- Second Reaccreditation 2017
2 NABH certified Emergency medicine Services in hospital 2017
VIII Name of the Hospital: Aster Medcity
1. ISO 9001:2015 2017
2. NABH - HOSPITAL 2018
3. NABH - Nursing Excellence 2017
4. JCI reaccreditation 2018
5. Green OT Reaccreditation 2018
6. NABH - Emergency Dept. Certification 2016
7. PdQ 2017
8. NABL 2017
9. LEAD Gold Certification - for Hospital Building 2017
IX Name of the Hospital: Aster Prime Hyderabad
1. NABL Re accreditation 2017

GCC UNITS 2017-18

UNIT

Accreditations achieved till date

Name of the Accreditation Year achieved
AL RAFFAH HOSPITAL (MUSCAT) PSFHI (Patient Safety Friendly Hospital initiative) 2017
MCH JCI-Cath Lab 2018
SANAD HOSPITAL CBAHI 2017
MEDINOVA JCI-LAB 2017

12. Corproate Social Responsibility

An obligation to do good is the calling of a good heart that beats for humanity. YourCompany has been taking initiatives under Corporate Social Responsibility (CSR) forsociety at large well before it has been prescribed thorough the Companies Act 2013. TheCompany has well defined policy on CSR as per the requirement of Section 135 of theCompanies Act 2013 which covers the activities as prescribed under Schedule VII of theCompanies Act 2013. The Company has in-house department which is exclusively working CSRactivities. Corporate social responsibility is an integral part of our operations and partof our mission is to provide quality healthcare services and assistance to theunderprivileged. The 'average net profit" for the previous three years as requiredfor computing the CSR obligation on the Company is negative and hence the requirement ofspending minimum of 2% of the net profits on identified CSR projects is not applicable ason date on your Company. However the CSR activities being carried out by the Company ismentioned in this Annual Report under the head CSR Activities.

13. Internal Control Systems

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of fraud error reporting mechanisms theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

The Head of Internal Audit together with external audit consultants reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects. Audits are conducted on an on-going basis and significantdeviations are brought to the Board of Directors following which corrective action istaken. All these measures facilitate timely detection of any irregularities and earlyremedial steps.

14. Vigil Mechanism

Your Company has established a whistle blower mechanism/vigil mechanism that enablesthe Directors and Employees to report genuine concerns. The mechanism enables the Companyto deal with instances of unethical behaviour actual or suspected fraud or violation ofCompany's code of conduct or ethics policy. During the year under review none of theemployees were denied access to Audit and Risk Management Committee of the Company asrequired under the Whistle Blower Policy.

15. Contracts and Arrangements with Related Parties

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no maternallysignificant related party transactions made by the Company with promoters Directors andKey Managerial Personnel which may have a potential conflict with the interest of Companyat large. Form AOC - 2 as required under Section 188 is appended as Annexure C tothe Board's Report.

16. Statutory Auditors

At the Annual General Meeting held on September 12 2014 M/s B S R and Associates.Chartered Accountants [Firm Registration No: 128901W] were appointed as the StatutoryAuditor of your Company to hold office till the conclusion of 11th Annual General Meetingto be held in the year 2019.

17. Audit Report

Audit report on the financial statements of the Company for the financial year 2017-18is being circulated to the shareholders along with the financial statements. There are noqualifications or adverse remarks made by the statutory auditors in their report for thefinancial year ended March 31 2018.

The Statutory Auditors have not reported any incident of fraud to the Audit and RiskManagement Committee of the Company in the year under review.

As required under the SEBI (Listing Obligation and Disclosure Requirement) Regulations2015 the auditors certificate on corporate governance is enclosed as Annexure D tothe Boards Report.

18. Secretarial Auditor

Mr. Sunil Sankar Practising Company Secretary was appointed to conduct the secretarialaudit of the Company for the financial year 2017-18 as required under Section 204 of theCompanies Act 2013 and Rules thereunder. The secretarial audit report for FY 2017-18forms part of the Annual Report as Annexure E to the Board's Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.

19. Cost Auditors

Your Directors on the recommendations made by the Audit and Risk Management Committeehad approved the appointment of M/s BBS & Associates Cost Accountants Kochi [FirmRegistration No: 00273] as the Cost Auditor of your Company to conduct the audit of costrecords for the financial year 2017-18.

Your Company has received consent from M/s BBS & Associates Cost Accountants toact as the Cost Auditor for conducting audit of the cost records for the financial year2017-18 along with a certificate confirming their independence and arm's lengthrelationship. Board has approved their appointment as Cost Auditors for the Financial year2018-19 as well.

20. Declaration by Independent Directors

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of Section149 (7) of the Companies Act 2013 read with the Schedules and Rules issued thereunder(including any statutory modification(s) or re-enactment(s) for the time being in force).

21. Directors and Key Managerial Personnel

In accordance with Articles of Association Mr. T J Wilson and Mr. Shamsudheen BinMohideen Haji Directors retire by rotation at the ensuing Annual General Meeting. Mr. T JWilson and Mr. Shamsudheen Bin Mohideen Haji being eligible seek re-appointment at theAnnual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 your Company hasappointed the following Key Managerial Personnel:

(i) Dr. Azad Moopen - Managing Director
(ii) Sreenath Reddy - Chief Financial Officer
(iii) Rajesh A - Company Secretary

Dr. Azad Moopen was appointed as our Chairman and Managing Director pursuant to aBoard resolution dated November 19 2014 with effect from December 1 2014 for a period offive years. Dr. Azad Moopen is a non-resident Indian and in accordance with the provisionsof the Companies Act. 2013. Shareholders of the Company had approved the appointment ofManaging Director vide special resolution passed at the meeting held at the extraordinarygeneral meeting held on 18th February 2015 and approval of the Central Government wasobtained for the appointment vide letter reference no. C36259455/2014-CL-VII datedFebruary 27 2015.

22. Committees of Directors

Your Board has constituted committees required under the Companies Act 2013 and theSEBI Regulations for meeting the operational conveniences. Details of various committeesof the Board are provided in the Corporate Governance Report.

23. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ('SEBI ListingRegulations').

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc. as provided by theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent directors at which the performanceof the board its committees and individual directors was also discussed. Performanceevaluation of independent directors was done by the entire board excluding theindependent director being evaluated.

24. Policy on Appointment of Directors and Remuneration

The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178 (3) of the Act has been disclosed in the Corporate GovernanceReport which is part of this report. The same can also be accessed in the website of theCompany (http://www. asterdmhealthcare.com/investors/)

25. Board Meetings and Annual General Meeting

Your board of directors met 4 times during the financial year viz 07th June 2017 25thJuly 2017 20th November 2017 and 08th February 2018. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 details of whichforms part of the Corporate Governance Report forming part of this report.

The annual general meeting for the financial year 2016-17 was held on 20th September2017 at the registered office of the Company.

26. Secretarial Standards

Your Company observes all applicable Secretarial Standards issued by the Institute ofCompany Secretaries of India ('ICSI") as required under section 118 (10) of theCompanies Act 2013.

27. Listing on Stock Exchanges

The Company's shares are listed on both BSE Limited and National Stock Exchange ofIndia Limited. Your company's shares are listed on both stock exchanges with effect from26th of February 2018.

28. Directors' Responsibility Statement

Pursuant to section 134 (5) of the Act the Board of Directors to the best of itsknowledge and ability confirm that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there has been no material departures;

b) the directors have 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 at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company whichare adequate and are operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively

29. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Particulars required under Section 134 (3 (m) read with Rule 8 of Companies (Accounts)Rules 2014 is enclosed as Annexure F forming part of this report.

30. Significant and Material Orders

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

31. Extract of Annual Return

In accordance with Section 134 (3) (a) of the Companies Act 2013 an extract of theannual return in prescribed format is appended in Form MGT 9 as Annexure G to theBoard's Report.

32. General Matters Confirmations and Disclossure Requirements

As per SEBI Listing Regulations the Corporate Governance Report with Auditor'sCertificate thereon and the Management Discussion and Analysis are attached which formpart of this report.

As per Regulation 34 of the SEBI Listing Regulations a Business Responsibility Reportis attached and is a part of the annual report. As per Regulation 43A of the SEBI ListingRegulations the Dividend Distribution Policy is disclosed in the Corporate GovernanceReport and web site of the Company.

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

a. Your board confirms that there has been no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year and the date of this report.

b. Your company is in the process of assessing the various risk parameters andpreparing a comprehensive risk management policy.

c. Your Board has accepted all recommendations made by the Audit and Risk ManagementCommittee during the year.

d. No remuneration or commission was paid by any subsidiary company in India toManaging Director of the Company;

e. As per the objects clause of the Memorandum of Association of the Company yourcompany is into the business of setting up and running of hospitals and healthcarecentres. There has been no change in the nature of business during the last financialyear.

f. Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Details of complaints received by the internal compliance committeeare separately reported in the report.

33. Acknowledgement

Your Directors thank the Company's shareholders customers banks financialinstitutions and well-wishers for their continued support during the year. Your Directorsplace on record their appreciation of the contribution made by the employees at alllevels. Your Company's consistent growth was made possible by their hard work solidaritycooperation and support. The Board sincerely expresses its gratitude to Government ofIndia Ministry of Corporate Affairs Reserve Bank of India Foreign Investment PromotionBoard Securities and Exchange Board of India BSE Limited National Stock Exchange ofIndia Limited and Governments of Kerala Karnataka Andra Pradesh Telengana andMaharashtra for the guidance and support received from them including officials thereatfrom time to time.

For and On Behalf of the Board of Directors
Dr. Azad Moopen
Place: Dubai Chairman & Managing Director
Date: 21st May 2018 DIN: 00159403