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Indraprastha Medical Corporation Ltd.

BSE: 532150 Sector: Health care
NSE: INDRAMEDCO ISIN Code: INE681B01017
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NSE 13:04 | 30 Jul 82.35 1.10
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OPEN 82.10
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VOLUME 33790
52-Week high 102.55
52-Week low 45.25
P/E 329.00
Mkt Cap.(Rs cr) 754
Buy Price 82.10
Buy Qty 89.00
Sell Price 82.40
Sell Qty 13.00
OPEN 82.10
CLOSE 81.30
VOLUME 33790
52-Week high 102.55
52-Week low 45.25
P/E 329.00
Mkt Cap.(Rs cr) 754
Buy Price 82.10
Buy Qty 89.00
Sell Price 82.40
Sell Qty 13.00

Indraprastha Medical Corporation Ltd. (INDRAMEDCO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present their report and financial statements for thefinancial year ended 31st March 2020. FINANCIAL RESULTS

(Rs. in million)

Particulars FY 2019-20 FY 2018-19
I. Revenue from Operations 8307.68 7881.72
II. Other Income 6.87 4.67
III. Total Income (I+II) 8314.55 7886.39
IV. EXPENSES
Stores & Spares consumed 1516.07 1449.62
Employee benefits expense 2139.30 2002.05
Finance costs 59.17 68.71
Depreciation and amortization expense 329.69 297.54
Other expenses 3788.40 3622.26
Total expenses (IV) 7832.63 7440.18
V. Profit before exceptional items and tax (III-IV) 481.92 446.21
VI. Exceptional Items - -
VII. Profit/(loss) before tax (V-VI) 481.92 446.21
VIII. Tax expense:
(1) Current tax 109.41 185.28
(2) Deferred tax (63.73) (23.20)
IX. Profit/(loss) for the year (VII-VIII) 436.24 284.13
X. Other Comprehensive Income
(i) Items that will not be reclassified subsequently to profit or loss
Re-measurement gains (losses) on defined benefit plans (27.54) (1.72)
Income Tax effect (Deferred Tax) 7.06 0.60
(20.48) (1.12)
XI. Total Comprehensive Income for the year (Comprising Profit (Loss) and Other Comprehensive Income for the year) 415.76 283.01

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriation in the current year.

DIVIDEND

Due to the impact of COVID-19 and uncertainty of growth in business the Board ofDirectors have decided not to recommend dividend on shares for the year 2019-20 (previousyear Rs. 1.60 per share).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

Operations

Your Company remained committed to providing world class quality healthcare andservices. Focus continued on improving operational efficiencies across functionsimproving patient services and enhancing safety for patients and staff.

During the year under review there has been improvement in the financial performanceof the Company. The total income increased from Rs. 7886.39 million in the previous yearto Rs. 8314.55 million. The Profit Before Tax (PBT) increased by 8% from Rs. 446.21million to Rs. 481.92 million and the Profit After Tax (PAT) increased by 53.54% from Rs.284.13 million to Rs. 436.24 million.

During the year under review the following rare procedures have been performed at theHospital :-

• An Auditory Brainstem Implant procedure was conducted by the neurosurgical andENT team of the Hospital. This procedure is being performed at only a few centresglobally with almost all of them being in the western developed world.

• Three patients underwent cadaveric kidney transplant and 4 patients underwentcadaveric liver transplant.

• Hybrid procedure - Intra-operative ERCP guided and controlled dilatation of thestricture Hepatico- jejunostomy in pediatric liver transplant recipients was conducted bythe liver transplant team and specialists in radiology and gastroenterology.

• BiVAD (CENTRIMAG) - a rare and difficult procedure was conducted by thecardiothoracic surgical team of the Hospital.

• Robotic partial laryngectomy was performed by the ENT surgeon for carcinomaepiglottis T1/ T2 - Histopathology confirmed that there was no neuro or lymphovascular orcartilage invasion and margins were free. Hence no chemotherapy or radiotherapy wasrequired. There are no unsightly scars on the neck and there was minimal blood loss duringsurgery.

• A novel procedure Innovative Local Antibiotic Delivery Method to Treat ChronicOpen Infected wounds of the Muscular Skeletal System using Vitamin D3 impregnated withtobramycin or a combination of vancomycin and tobramycin was published for the first timeby the Orthopaedician as an observational study and taken up as a clinical trial.

• A large extremely vascular pterional meningioma which caused torrentialhaemorrhage during surgery as experienced by the doctors in Nepal during the 1stsurgery was successfully operated with complete excision not requiring any additionaltherapy by neurosurgeon. Correct planning and surgical strategy led to the excellentoutcome in the 2nd surgery performed here.

• Rare Reconstructive Surgery performed on a child who had been tracheostomizedfollowing a critical injury several years ago and was unable to speak. He underwent atechnically challenging reconstructive surgery by ENT surgeons to correct the subglotticstenosis following which he is now able to speak after several years.

• A large tumour arising from the thyroid but placed mainly in the chestcompressing the larynx and oesophagus and very close to the large vessels of the heartwas operated jointly by cardiothoracic and ENT teams of the Hospital.

• Bentall's operation (combined replacement of aortic valve aortic rootascending aorta with reimplantation of both coronary arteries) using a biological valveand polyester vascular graft was conducted.

• Big ventricular septal defect (more than 4 cm) in postero - inferior ventricularseptum aneurysmal involvement of adjacent portion pericardial effusion EF 35% mild tomoderate MR pericarditis and myocarditis was repaired using synthetic patch (almost halfthe septum).

On a Public Interest Litigation (PIL) regarding free treatment in the hospital theHon'ble Delhi High Court vide its order dated 22nd September 2009 has heldthat free treatment provided by the hospital shall be inclusive of medicines andconsumables. The company has filed a Special Leave Petition before the Hon'ble SupremeCourt challenging the order of the Hon'ble Delhi High Court. The Hon'ble Supreme Court ofIndia has admitted the Special Leave Petition and has been pleased to pass an interimorder on 30th November 2009. In pursuance of the interim order the Companyhas been providing free treatment to the patients referred by the Govt. of NCT of Delhiand has been charging only for medicines & medical consumables. The financial impactin the matter can be quantified only upon the final decision by the Hon'ble Supreme Courtof India.

The Directorate of Health Services Govt. of NCT of Delhi has appointed a Nodal MedicalOfficer to be permanently stationed in the hospital to support guide and monitor thetreatment of patients referred by the Government.

During the year a total of 34000 patients (30384 Out Patients and 3616 In Patients)were treated under the free category.

COVID-19 pandemic

Your Company Indraprastha Apollo Hospitals as a health care institution entrustedwith the task of managing COVID-19 patients without interrupting the non COVID healthcareservices a comprehensive plan was drawn and executed keeping in mind the need to preventthe spread and scientifically segregate and promptly identify Covid patients at the sametime protecting and monitoring the healthcare professionals adhering to the variousadvisories issued by the Government agencies from time to time. Your Company has marchedhand in hand with the Government agencies in its fight against the COVID pandemic sweepingover the NCT of Delhi. Maintaining and reporting appropriate data to the government waseffectively ensured.

A focused COVID management team of all stakeholders under the leadership of theManaging Director evolved the facility protocols and processes which were constantlymonitored and necessary changes wherever required were made.

Dedicated areas were established for patient management in accordance with stipulatedrequirements for screening testing triaging admission and OTs for emergency surgeriesfor suspected / proven COVID-19 cases. The ICUs and wards with negative pressure areas asdeemed necessary were created. Additional equipment like video laryngoscopes high flownasal cannulas ultrasonic nebulizers waste disposal macerators etc. were also procured.

Quarantine arrangements for staff during Covid duty and focused training wereundertaken. All processes and protocols were shared with staff along with constantengagement to ensure adherence to the said protocols.

An internal communication plan which included emails online & physical meetingswith small groups and individual conversations to allow rapid communication to all staffand patients/visitors was also established.

Supplies of hand sanitizers and personal protective equipment (PPE) display ofinstructions for hand hygiene and donning and doffing of PPE cleaning and biomedicalwaste management and detailed cleaning protocols for all areas as adviced by Governmentand the infection control department was ensured.

Regulation of entry points screening triaging and segregation for patients and staffwas established. The discharge process was expedited and electronic transfer of files/documents was ensured. Mortuary protocols were diligently followed.

Infrastructural changes with retrofitting had been achieved despite the lockdown andwithout disrupting existing patient care. Adequate supplies of materials to supportexisting and additional requirements had also been ensured.

Restoration of comprehensive care of non-COVID conditions is the immediate prioritygoing forward. Enhanced protective measures and building public confidence is of paramountimportance. The current situation may be considered as an opportunity for adoption ofdigital technology to enhance virtual consultation and risk stratification and yourCompany is committed to capitalizing such opportunities. The role of electronic medicalrecords real time access to reports will both provide better follow-up care.

Collaboration with medical equipment and consumable manufacturers innovators andentrepreneurs will help us to stay ahead of the requirements for diagnosis treatment andfollow up.

Quality

Healthcare accreditation has empowered hospitals to provide high quality and safepatient care which has transformed the healthcare ecosystem. The hospital has continuedits journey in Quality and Patient Safety through various accreditations andcertifications. The following is the list of accreditations and certifications:

JCI ACCREDITATION

NABL ACCREDITATION FOR LABORATORY SERVICES

NABL ACCREDITATION FOR IMMUNOLOGY LABORATORY

ISO 14001:2015 CERTIFICATION FOR ENVIRONMENT MANAGEMENT SYSTEM

ISO 27001:2013 CERTIFICATION

FOR INFORMATION SECURITY AND MANAGEMENT SYSTEM

NABH CERTIFICATION FOR CLINICAL TRIALS

AMERICAN ACCREDITATION FOR HUMAN CLINICAL TRIALS (AAHRPP)

Awards and Accolades

The Hospital received a number of awards and accolades during the year. Some of themare as under:-

AWARD CATEGORY / PROJECT AWARDED
CSR health impact award 2019 (3rd annual edition) Wash Initiative
CAHOTECH 2019 Award DIAL 77
Hospital Management Awards Everyone Goes Home Safe -
(HMA) Creating A Culture Of Safety
FICCI Healthcare Award Uberization of Patient Transportation
Week Nielsen Survey Best Multispecialty Hospital
Swacch Hospital Award on 150th Gandhi Jayanti (by Ministry of Urban Affairs and Noida Authority)
Medical Value Travel Awards Liver Transplant Kidney Transplant
ASSOCHAM Best hospital for Diabetes
Conference-cum-Awards Outreach Programs
AHPI Healthcare Excellence Award 2020 Nursing Excellence
Economic Times Healthworld. com Hospital Awards Plastic Surgery

conservation of energy & technology absorption

(A) Conservation of Energy

Conservation of Energy and natural resources has continued to be one of the majorobjectives of your Company.

The Company has kept itself continuously engaged over years and pursued various energyconservation initiatives to reduce energy consumption in order to bring down carbon footprints and remain competitive.

During the year the following initiatives were implemented:-

1. Automatic Tube cleaning system commissioned for HVAC Chillers to get optimumoperational efficiency. This has helped in lowering chiller electricity consumption to thetune of 1.7 lakh units equivalent to 5.9 % reduction in HVAC electricity consumption.

2. An average reduction of 700 KL of fresh DJB water per month by utilizing CSSD rejectwater to Boilers with minor process change and automation has resulted in monetary saving.

3. By using ultrasonic oxygen leakage detector the Hospital was able to achieve 4%reduction in the liquid oxygen consumption.

(B) Technology Absorption

Your Company continued its efforts to maintain standards at par with best hospitalsglobally. Investment was made in the latest technology in medical care including new- ageupgrades.

During the year the following new equipment has been installed in the hospital: -

 

Tomotherapy

Tomotherapy is a radiation therapy modality in which the patient is scanned across amodulated strip-beam so that only one "slice" of the target is exposed at anyone time by the linear accelerator beam. It uses a linear accelerator to deliver high-doseradiation to the tumour with sub-millimetre precision. It's advance technology helps treatmultiple targets simultaneously. It uses imaging to guide treatment each day so doctorscan adjust treatment based on even the smallest change in anatomy. It attacks tumour withhighly precise radiation delivered at 360 degrees. It can be adapted at any point todeliver the best treatment to ensure right doses in the right place and at the righttime. It is one of the most comprehensive cancer treatment.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; developmentof new export markets for products and services; and export plans

Your Company is engaged in the healthcare business and is not carrying on any exportactivities. The Hospital has been empanelled with eminent international insurancecompanies and has appointed healthcare facilitators in various countries to cater tointernational patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review foreign exchange earnings and outgo were as under:-

Earnings : Rs. 1408.21 million

Outgo : Rs. 343.98 million

BOARD MEETINGS

Four (4) Board meetings were held during the financial year ended 31stMarch 2020 on 8th May 2019 26th July 2019 5thNovember 2019 and 3rd February 2020. The intervening gap between themeetings was within the period prescribed under the Companies Act 2013 read with Listingrequirements.

directors and key managerial personnel

• Mr. Ashok Bajpai resigned as Managing Director of the Company with effect from15th June 2019.

• Mr. P. Shivakumar was appointed as an Additional Director with effect from 5thNovember 2019. Mr. P. Shivakumar holds office of Director only up to the next AnnualGeneral Meeting. A notice has been received from a member pursuant to Section 160 of theCompanies Act 2013 indicating his intention to propose the appointment of Mr. P.Shivakumar as a Director of the Company. Mr. P. Shivakumar was also appointed as ManagingDirector of the Company effective from 5th November 2019.

• Mr. T. S. Narayanasami resigned as an Independent Director of the Company owingto personal reasons effective from 29th February 2020.

• Dr. Arun Rai has been re-appointed as an Independent Director of the Companynot liable to retire by rotation for second term of five consecutive years from 26thMay 2020 to 25th May 2025 subject to the approval of the shareholders.

• Dr. Menaka Guruswamy has been appointed as an Additional Director w.e.f. 23rdMay 2020. Dr. Menaka Guruswamy holds office of Director only up to the Annual GeneralMeeting. A notice has been received from a member pursuant to Section 160 of the CompaniesAct 2013 signifying his intention to propose the appointment of Dr. Menaka Guruswamy asa Director of the Company. Dr. Menaka Guruswamy has also been appointed as an IndependentDirector of the Company not liable to retire by rotation for five consecutive years from23rd May 2020 to 22nd May 2025 subject to the approval of theshareholders.

• Ms. Shobana Kamineni resigned as Director of the Company effective from 12thAugust 2020.

• Ms. Sangita Reddy has been appointed as an Additional Director w.e.f. 24thAugust 2020. Ms. Sangita Reddy holds office of Director only up

to the Annual General Meeting. A notice has been received from a member pursuant toSection 160 of the Companies Act 2013 signifying his intention to propose theappointment of Ms. Sangita Reddy as a Director of the Company.

• In accordance with the provisions of the Companies Act 2013 read with theArticles of Association of the Company Ms. Suneeta Reddy Director of the Company shallretire by rotation at the ensuing Annual General Meeting. Ms. Suneeta Reddy beingeligible has offered herself for re-election.

• Mr. Ajay Kumar Singhal has completed his tenure as Vice President cum CompanySecretary effective from 15th July 2020.

• Mr. Priya Ranjan has been appointed by the Board as Company Secretary &Compliance Officer designated as AVP - Corporate Affairs & Legal effective from 24thAugust 2020.

• In pursuance to the provisions of Section 203 of the Companies Act 2013 Mr. P.Shivakumar - Managing Director Mr. Chander Prakash Tyagi - Chief Financial Officer andMr. Priya Ranjan - Associate Vice President - Corporate Affairs & Legal are the KeyManagerial Personnel of the Company.

independent directors

Considering the requirement of skill sets on the Board eminent people having anindependent standing in their respective field / profession and who can effectivelycontribute to the Company's business and policy decisions are considered by the Nominationand Remuneration Committee for appointment as Independent Director on the Board.

The Committee inter alia considers qualification positive attributes area ofexpertise and number of Directorship(s) and Membership(s) held in various committees ofother companies by such persons in accordance with the Company's Policy for Selection ofDirectors and determining Directors' independence. The Board considers the Committee'srecommendation and takes the appropriate decision.

Every Independent Director at the first meeting of the Board in which he / sheparticipates as a Director and thereafter at the first meeting of the Board in everyfinancial year gives a declaration that he / she meets the criteria of independence asprovided under the law and that he / she is not aware of any circumstance or situationwhich exist or may be reasonably anticipated that could impair or impact his / herability to discharge his / her duties with an objective independent judgement and withoutany external influence.

In the opinion of the Board the Independent Directors fulfil the conditions specifiedin the Listing Regulations and are independent of the management.

composition of audit committee

The composition of the Audit Committee is given in the Corporate Governance Report.

All recommendations of the Audit Committee have been accepted by the Board of Directorsof the Company.

vigil mechanism / whistle blower policy

The Company has established a vigil mechanism for Directors and Employees to reporttheir concerns about unethical behavior actual or suspected fraud or violation of thecompany's code of conduct or ethics policy or any other grievance the details of whichare given in the Corporate Governance Report. The Whistle Blower Policy may be accessed onthe Company's website on the link https://delhi.apollohospitals.com/downloads/Whistle%20Blower%20Policy.pdf

During the year under review no matter or incident has been received under the WhistleBlower Policy of the Company.

sexual harassment

The Company has zero tolerance towards sexual harassment at the workplace. In order tocomply with provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules framed thereunder your Company hasformulated and implemented a policy on prevention prohibition and redressal of complaintsrelated to sexual harassment of women at the workplace. All women employees whetherpermanent temporary or contractual are covered under the above policy. An InternalComplaint Committee (ICC) has been set up in compliance with the said Act. During the yearunder review 11 (eleven) complaints pertaining to sexual harassment of women employeeswere reported to the Company and the same were investigated in accordance with theprocedures prescribed and redressed.

directors' responsibility

STATEMENT

Your Directors state that:

• in the preparation of the annual accounts the applicable accounting standardshave been followed and no material departures have been made from the same;

• the appropriate accounting policies have been selected and applied consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2020 andof the profit of the Company for the year ended 31st March 2020.

• the proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

• the annual accounts have been prepared on an ongoing concern basis.

• the internal financial controls to be followed by the Company had been laid downand such internal financial controls are adequate and were operating effectively; and

• the proper systems had been devised to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries or associate companies. Also it does not have anyjoint venture operation with any other entity.

EXTRACT OF ANNUAL RETURN

As required under Section 134(3)(a) of the Act the Annual Return is put up on theCompany's website and can be accessed at www.delhi.apollohospitals.com. Extract of theAnnual return in form MGT 9 for the FY 2019-20 can be accessed athttps://delhi.apollohospitals.com/ annual-report.

AUDITORS AND AUDITORS' REPORT

M/s S.N. Dhawan & Co. LLP Chartered Accountants were appointed as StatutoryAuditors at the twenty-ninth Annual General Meeting (AGM) of the Company held on 26thSeptember 2017 for a term of five consecutive years till the conclusion of thethirty-fourth AGM subject to ratification of their appointment by the Members at everyAGM.

The requirement to place the matter relating to appointment of Auditors forratification by members at every Annual General Meeting is done away with videnotification dated May 7 2018 issued by the Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment of Auditors.

The Report given by M/s. S. N. Dhawan & Co. LLP Statutory Auditors on thefinancial statement of the Company for the year 2019-20 is part of the Annual Report. TheNotes on financial statement referred to in the Auditors' Report are self-explanatory anddo not call for any further comment. The Auditors' Report does not contain anyqualification reservation or adverse remark.

No instances or matters of fraud have been reported by the Auditors to the AuditCommittee or the Board.

SECRETARIAL AUDITOR

The Board has appointed M/s RSM & Co. practicing Company Secretaries to conductSecretarial Audit for the financial year ended 31st March 2020. TheSecretarial Audit Report for the financial year ended 31st March 2020 isannexed herewith marked as Annexure 1 to this Report.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. covered under the Secretarial Auditsave and except to the extent of the Govt. of NCT of Delhi - one of the promoters of theCompany have not dematerialised their shareholding in the Company as required underRegulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and continue to hold the shares in physical mode.

Requests have been made by the Company to the Govt. of NCT of Delhi to get theirshareholding dematerialized.

Further an Independent Woman Director was required to be appointed by the Company asrequired under Regulation 17(1)(a) of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 by 31st March 2020. The Company was in theprocess of identifying and appointing Independent Woman Director before 31stMarch 2020 but due to Covid-19 Pandemic and nationwide restrictions & completelockdown imposed in the country during the month of March 2020 the appointment ofIndependent Woman Director by the Board of Directors of the Company could not take placeby 31st March 2020. However Dr. Menaka Guruswamy has been appointed as theIndependent Woman Director on 23rd May 2020.

COST AUDITOR

The Board has appointed M/s Devarajan Swaminathan and Co. Cost Accountants as theCost Auditors to conduct the audit of the cost records of the Company for the financialyear ended 31st March 2020. The Cost Auditor has given the Cost Audit Reportfor the financial year ended 31st March 2020 and the Cost Audit Report doesnot contain any qualification reservation or adverse remark.

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the Directors on the recommendation of the AuditCommittee re-appointed M/s Devarajan Swaminathan and Co. Cost Accountants (ICWARegistration No.100669) to audit the cost accounts of the Company for the financial yearending 31st March 2021 on a remuneration of Rs. 5.50 lakhs plus taxes(previous year Rs. 5.50 lakhs plus taxes)

As required under the Companies Act 2013 the remuneration payable to the cost auditoris required to be placed before the Members in a general meeting for their ratification.Accordingly a resolution seeking Member's ratification for the remuneration payable toM/s Devarajan Swaminathan and Co. Cost Accountants (ICWA Registration No.100669) for thefinancial year ending 31st March 2021 is proposed in the Notice convening theAnnual General Meeting.

deposits

During the year under review the Company has not accepted any deposit under Chapter Vof the Companies Act 2013.

SIGNIFICANT & MATERIAL ORDERS pASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in the future.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has robust internal financial control system commensurate with the sizescale and complexity of operations to ensure that the Company's financial statements areaccurate sufficient and credible all assets are safeguarded and protected against lossesthat may arise from unauthorized use or disposition incorrect use any incident of fraudand inappropriate storage. Such internal control procedures are augmented by an extensiveprogramme of internal and external audits and periodic reviews by the management.Reasonable assurance is obtained based on evidence regarding processes followed and theirappropriate testing of controls that such systems are adequate comprehensive and areworking effectively.

The Audit Committee evaluates the internal financial control system periodically.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

During the year under review the Company has not given any loan nor made investmentnor given any guarantees in terms of Section 186 of the Companies Act 2013.

RISK MANAGEMENT

The Company has established an Enterprise wide Risk Management (ERM) Framework and hasconstituted a Risk Management Committee comprising of senior executives.

The Company has also formulated a Risk Management Policy for identification evaluationand mitigation of business risks and opportunities. This framework helps establishownership throughout the organization and embed risk management as an integral part of thebusiness and its goals and objectives. It helps the decision makers of the organizationeffectively recognize and to take account of uncertainty the nature of that uncertaintyand to work towards a solution to address the same.

The Risk Management Committee identifies elements of risks in different areas ofoperations and develops policies for associated actions to mitigate the risks. The RiskManagement Committee reviews and approves the risk management report on a quarterly basisthen after it is placed before the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

The Company is committed to conducting its business in a socially responsible ethicaland environmentally friendly manner and to continuously work towards improving thequality of life of the communities where it operates.

With the said objective in mind your Company has constituted a Corporate SocialResponsibility (CSR) Committee which is responsible for fulfilling the CSR obligationsand objectives of the Company. As on 31st March 2020 the Committee comprisedof four Directors viz. Ms. Vineeta Rai Mr. S. Regunathan Ms. Suneeta Reddy and Mr.Vinayak Chatterjee. Ms. Vineeta Rai is the Chairperson of the CSR Committee.

As part of its initiatives under CSR the Company has undertaken projects in the areasof Sanitation Promoting Education and Health which are in conformity with Schedule VIIof the Companies Act 2013.

CSR Policy

The Company has in place a CSR policy which lays down its philosophy and approachtowards CSR commitment. The CSR Policy may be accessed on the Company's website on thelink http://www.apollohospdelhi.com/ downloads/corporate-social-responsibility-policy.pdf

Under the CSR Policy the Company focuses primarily on the following programmes:

A. Community Development

B. Healthcare

C. Education and Skills Development

D. Research in Healthcare

The report on CSR activities for the financial year 201920 containing particularsspecified in Companies (CSR Policy) Rules 2014 including an update on the CSR initiativestaken by the Company during the year is given in Annexure 2 and forms an integral part ofthis Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of related party transactions as required under Section

134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable to your Company.The policy on materiality of related party transactions as approved by the Board may beaccessed on the Company's website at http://www.apollohospdelhi.com/downloads/materiality-of- related-party-transactions.pdf

FORMAL ANNUAL EVALUATION

The Evaluation Criteria for Appointment/Re-appointment of Independent Directors alongwith Evaluation Criteria for Performance Evaluation of Independent Directors/Directors/Chairperson and Performance Evaluation of the Board of Directors by eachdirector is annexed herewith marked as Annexure 3 to this Report.

During the year the Evaluation cycle was completed by the Company internally whichincluded the Evaluation of the Independent Directors by the Board of Directors andEvaluation of Non-Independent Directors and the Board as a whole by Independent Directorsof the Company.

REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committeeapproved a policy for selection and appointment of Directors Senior Management and fordetermining their remuneration. The Policy of the Company on directors' appointment andremuneration including the criteria for determining qualifications positive attributesindependence of a director and other matters as required under sub-section (3) of Section178 of the Companies Act 2013 is available on the website of the Company at https://delhi.apollohospitals.com/downloads/Remuneration-Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn andnames and other particulars of the employees drawing remuneration in excess of the limitsset out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Report however having regard to theprovisions of the second proviso to Section 136(1) of the Act and as advised the AnnualReport excluding the aforesaid information is being sent to the members of the Company.

Any member interested in obtaining such information may write to the Company to emailid: imclshares@ apollohospitalsdelhi.com

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) a Management Discussion and Analysis Report and aReport on Corporate Governance are attached with this Report.

A Certificate from Practicing Company Secretary regarding the Compliance by the Companyof the conditions stipulated in Regulations Part C of Schedule V of the ListingRegulations is also attached with this report.

A declaration by the Managing Director pursuant to Regulations Part C of Schedule V ofthe Listing Regulations stating that all the Board Members and Senior Management Personnelof the Company have affirmed compliance with the Code of Conduct during the financialyear ended 31st March 2020 is also attached with this report.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material change and commitment affecting the financial position of the Company haveoccurred between the financial year ended on 31st March 2020 and the date ofthe report.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation assistance andsupport extended by the financial institutions banks the Government of Delhi and theUnion Government.

The Directors also wish to place on record their appreciation for the overall supportand cooperation received from the consultant doctors and employees at all levels.

For and on behalf of the Board Dr. Prathap C. Reddy (DIN : 00003654) Vice Chairman Suneeta Reddy
Place: Chennai (DIN :00001873)
Date : 24th August 2020 Director

.