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Indraprastha Medical Corporation Ltd.

BSE: 532150 Sector: Health care
NSE: INDRAMEDCO ISIN Code: INE681B01017
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VOLUME 26850
52-Week high 69.80
52-Week low 27.45
P/E
Mkt Cap.(Rs cr) 500
Buy Price 54.30
Buy Qty 206.00
Sell Price 55.00
Sell Qty 60.00
OPEN 58.40
CLOSE 56.15
VOLUME 26850
52-Week high 69.80
52-Week low 27.45
P/E
Mkt Cap.(Rs cr) 500
Buy Price 54.30
Buy Qty 206.00
Sell Price 55.00
Sell Qty 60.00

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 2019.

FINANCIAL RESULTS

(Rs. in million)
Particulars FY 2018-19 FY 2017-18
I. Revenue from Operations 7881.72 7526.60
II. Other Income 4.67 7.91
III. Total Income (I+II) 7886.39 7534.51
IV. EXPENSES
Stores & Spares consumed 1449.62 1398.40
Employee benefits expense 2002.05 1940.14
Finance costs 68.71 88.99
Depreciation and amortization expense 297.54 306.82
Other expenses 3622.26 3460.11
Total expenses (IV) 7440.18 7194.46
V. Profit before exceptional items and tax (III-IV) 446.21 340.05
VI. Exceptional Items - -
VII. Profit/(loss) before tax (V-VI) 446.21 340.05
VIII. Tax expense:
(1) Current tax 185.28 139.31
(2) Deferred tax (23.20) (10.29)
IX. Profit/(loss) for the year (VII-VIII) 284.13 211.03
X. Other Comprehensive Income
(i) Items that will not be reclassified subsequently to profit or loss
Re-measurement gains (losses) on defined benefit plans (1.72) 3.73
Income Tax effect (Deferred Tax) 0.60 (1.30)
(1.12) 2.43
XI. Total Comprehensive Income for the year (Comprising Profit (Loss) and Other Comprehensive Income for the year) 283.01 213.46

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

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.60per share (16 percent) for the financial year ended 31st March 2019 (previousyear Rs. 1.50 per share).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

Operations

The Hospital 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 the financial performance of the Company has improved.The total income increased from Rs. 7534.51 million in the previous year to Rs. 7886.39million. The Profit Before Tax (PBT) increased by 29.29% from Rs. 343.78 million to Rs.444.49 million and the Profit After Tax (PAT) increased by 32.58% from Rs. 213.46 millionto Rs. 283.01 million.

In the Main Hospital total outpatient volumes including repeat visits increased by2.10% from 431011 to 440056 Average bed occupancy of the Hospital per day increased by3.30% from 484 to 501 kidney transplants increased by 37.4% from 377 to 518 ApolloAnnual Health Checks increased by 14.43% from 33304 to 38111 angiographies increased by18.62% from 145 to 172 MRI increased by 16.5% from 10308 to 12005 and Ultrasoundincreased by 4.47% from 57880 to 60466 over the previous year.

The hospital successfully conducted its 1st Heart Transplant. A rare anddifficult surgery "Exit utero IntraPartum treatment" also known as "Exitprocedure" was performed on a 22 year old female at 31-week pregnancy. This surgeryis performed on a baby during LSCS. While baby is still connected with Placenta it had aTeratoma mass that was compressing the baby's trachea.

A 23 weeks pregnant lady with set of monochorionic (identical) twins whose pregnancywas complicated by Twin to Twin transfusion syndrome (TTTS) —Quintero Stage 3 wasmanaged successfully in the hospital.

A successful cadaveric renal transplant was done for a patient post-allocation of acadaveric kidney from NOTTO. The medical team perfectly co-ordinated the retrieval andtransport of the organ from other Hospital to Indraprastha Apollo Hospitals.

First Robotic Parathryroidectomy—a rare Orthopaedics surgery—Osteosarcomaexcision and mega-prosthesis implants with knee joints was performed in the Hospital on a8 year old female child from Yemen.

Apollo Hospitals Noida continued to perform well across all operational parameters andremained one of the leading destinations for Mother and Child Care Dialysis and ApolloHealth Checks.

The Govt. of NCT of Delhi announced a revision in minimum wages of around 37% w.e.f.03.03.201 7 vide gazette notification dated 04.03.2017. A number of employer associations/individual corporate entities including this hospital challenged the said notificationand the Hon'ble High Court of Delhi had quashed the notification on 04.08.2018. The Govt.of NCT of Delhi has challenged the order of the High Court of Delhi and has filed SpecialLeave Petition (SLP) before the Hon'ble Supreme Court. The Hon'ble Supreme Court hasobserved that although the judgement dated 04.08.2018 passed by the High Court of Delhiwas under challenge the wage fixed by the Govt. of NCT of Delhi is otherwise a fair wageand suggested that as an interim arrangement the revised wages should come into effect.In compliance with Hon'ble Supreme Court directions the Company has been making regularpayments to workforce effective 01.11.2018. The impact of revised minimum wages has beenaround Rs. 80 million per annum. This figure doesn't take into account the impact arisingout of arrears if any w.e.f 03.03.2017. The Hospital shall be putting in place mitigationmeasures to contain the impact to the extent possible. Further the Court had alsodirected the State Govt to carry out a de-novo process of revision of rate of minimumwages. The State Labour department carried out the said exercise under 5 (1) (b) of theMinimum Wages Act and concluded the same on 15.02.2019. The matter is now pending with SCfor final disposal.

Pursuant to the recommendations of the Expert Committee of Ministry of Health andFamily Welfare Govt. of India which was constituted in compliance of the Hon'ble SupremeCourt judgment dated 29-012016 in WP (C) 527/2011 in the matter of Trained NursesAssociation of India Vs. Union of India &Ors. and further on the recommendations ofthe Expert Committee appointed by DGHS Govt. of NCT of Delhi vide order dated 04-072017subsequent to WP (C) No. 5103/2017 filed before the Hon'ble High Court of Delhi by IndianProfessional Nurses Association (IPNA) seeking directions regarding compliance of Hon'bleSupreme Court Judgement the DGHS Govt. of NCT of Delhi has issued an order whichinter-alia provides that in case of more than 200 bedded hospitals salary given toprivate nurses should be onpar with the salary of the State Govt. nurses given in theconcerned State / UT for the similar grade and to comply with the order within 3 monthsfrom the date of issue of the order. Failure to complywith the order shall be viewedseriously and strict action including cancellation of registration of defaulter privatehospitals would be taken.

The Association of Healthcare Providers of India (AHPI) of which the Company is also amember had filed a writ petition in the High Court of Delhi challenging the order issuedby DGHS. The Notice on the petition had been issued with the Court having ordered theGovt. not to take any coercive steps in furtherance of the impugned order. If the orderissued by DGHS Govt. of NCT of Delhi is to be implemented the consequent rise in costsshall have major adverse impact on the financials of the Company. After a series ofhearings the matter was reserved for judgement.

In the PIL titled IPNA vs Govt. of NCT of Delhi and Anr. WP (C5103/2017) the DivisionBench of Delhi High Court vide its order dated 22/07/2019 has directed Govt. of NCT ofDelhi to implement the recommendations of the expert committee in accordance with lawrules & regulations as early as possible.

Final Judgement in the writ petition titled AHPI vs Govt. of NCT of Delhi WP(C7291/2018) has been pronounced on 24/07/2019 by the Delhi High Court upholding the Orderdated 25/06/18 issued by the DGHS Govt. of NCT of Delhi.

However in so far as the said order provided for cancellation of licenses ofnon-complying private hospitals/ nursing homes within 3 months the Court has directedthat such cancellation can take place only after the relevant private hospital/ nursinghome is given an opportunity of being heard. During such hearing it would be open for theprivate hospital/ nursing home to raise all objections including on the question ofwhether the DGHS has the power to cancel licenses under the Delhi Nursing HomesRegistration Act. The DGHS has also been directed to pass speaking orders upon conductingsuch hearing(s).

It has been clarified that the period of 3 months for cancellation of licenses fornon-compliance shall re-start from today i.e. 24 July 2019.

In the above backdrop the hospital has been saddled with an enormous financial burdenarising out of equivalence of Nursing salaries and working conditions with that of DelhiGovt. Hospitals. Keeping in view the gravity of the matter cascading effect on othersegments and the overall impact on business the Company under the auspices of AHPI shallbe taking recourse to appropriate legal remedies available.

The South Delhi Municipal Corporation (SDMC) has laid out a Policy for the Free Parkingby hospitals / shopping malls etc. Whereas the stand of the Company is that it had beenpaying property tax to SDMC for paid surface parking area in the hospital and the surfaceparking area is not included in the Hospital's floor area ration (FAR) hence do not comeunder the free parking policy by hospitals / shopping malls etc. as laid out by SDMC.TheCompany has filed a Civil Writ Petition before the Hon'ble High Court of Delhi challengingthe action of the SDMC. In the meanwhile the Company has stopped charging fee for parkingof vehicles by the visitors to the Hospital. It has resulted into a loss of around Rs. 20million per annum.

In a Public Interest Litigation (PIL) the Hon'ble High Court of Delhi had held thatfree treatment provided by the Hospitalas per the terms of the lease deed shall beinclusive of medicines and consumables. The Company had filed a SLP before the Hon'bleSupreme Court of India against the impugned judgment and order of the Hon'ble High Courtof Delhi. The Hon'ble Supreme Court of India had admitted the SLP and passed an interimorder on 30.11.2009. In pursuance of the interim order the Hospital is providing freetreatment to the patients referred by the Govt. of NCT of Delhi exclusive of medicinesandmedical consumables.The SLP is pending before the Supreme Court of India. In order toaddress and resolve the long drawn litigation between the parties without prejudice toits rights and contentions in the SLP the Hospital is willing to provide free treatmentincluding medicines & medical consumables up to 10% IPD and 25% OPD as applicable toother hospitals. The Company has filed an IA for the same and it is pending before theSupreme Court of India.

A Nodal Medical Officer deputed by the Directorate of Health Services Govt. of NCT ofDelhi is present in the hospital to support guide and monitor the treatment of patientsreferred by the Government.

During the year a total of 30817 patients (27051 Out Patients and 3766 In Patients)were treated under the free category.

In order to improve the overall business financial and operational performance of theCompany the following initiatives have been taken:-

1. Appointment of Consultant in key Specialities

Intense efforts are being made to recruit new Consultants who could contribute toincrease the patient flow to the Hospital. An eminent gastroenterologist Dr. Yogesh Batrajoined the hospital as Senior Consultant in the year. His addition to the faculty willfurther the hospital's service offerings in the field of Gastroenterology Endoscopy EUSERCP and Fibroscan services.

2. Chemotherapy Ward

The hospital commissioned a new state-of-the-art Chemotherapy Unit with 30 beds. Theunit aims to provide comprehensive and class leading services to cancer patients with afocus on ensuring their comfort dignity and ease of access to clinical services of thehospital. The commissioning of the unit is in line with the hospital's focus on expandingits existing Oncology services. The hospital is in the process of adding TomotherapyRadiation unit which will be the third radiation unit for the hospital.

3. Emergency Expansion

The Emergency Department of the hospital has been expanded to enhance its triageservices which are critical for getting the appropriate care planned for any patientarriving at the Emergency Ward. This initiative has enabled further streamlining of theEmergency Services offerings of the hospital.

4. New Visitor Management System

The hospital introduced a new visitor management system to streamline the movement ofvisitors within the hospital. The new system ensures controlled access of visitors toappropriate wards and units of the hospital while also easing access of attendants andfamily members accompanying patients.

5. Staff Safety

In order to ensure a safe and conducive work environment for our staff the hospitalhas reinforced safety measures through systemic structural and procedural changes at keylocations including the Emergency Department the main entrance staff entrance and thebilling sections. These measures along with enhanced presence of security staff andstrengthened liaison with law enforcement officials are to ensure that any potentialincidents of violence or vandalism are brought to a minimum.

6. Additional Service Offerings

To expand the service offerings for staff and visitors a new F&B outlet at theAtrium has been allowed to be operated by Nestle the world leader in FMCG products andoffers a range of beverages and food options round the clock.

Awards and Accolades

The Hospital received a number of accolades during the year under review. The HospitalManagement Asia (HMA) recognizes and honours hospitals in Asia that carry out bestpractices in hospital management. This year your hospital won the Gold Award for"Compassion Courage HopeRebuilding Livelihood" in the Community InvolvementCategory and "Uberization of Patient Transportation" in the Mobile and OnlineServices. The hospital also won Excellence Award in P2P (From Panic to Peace) ClinicalAlarm safety Campaign in the Facility Management & Financial Improvement category andApollo Ring of Care under Hospital CEO of the year category.

The hospital has also won AHPI Healthcare Excellence Award 2019 in Nursing Excellenceand Quality beyond Accreditation. The Hospital has also won Best Hospital in FacilityManagement & Hospitality in 9th MT India Healthcare Awards 2019.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(A) Conservation of Energy

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

Our initiatives were aimed at reducing Water and Energy Consumption ImprovingEfficiency of Chillers and thus further strengthening our commitment towards EnvironmentConservation. Some of the initiatives taken this year are:

Utilization of CSSD reject water for Boilers.

In order to strengthen our water conservation a new frontier was discovered and theproject was taken up to recirculate CSSD reject water to Boiler section it is estimatedwe will recycle approximately 7500 KL of soft water on annual basis.

Maximization of Asset utilization to improve System Efficiency and Energy Savings inHVAC.

After Energy Analysis it was observed that 35-40% of Hospitals total energy is consumedby HVAC systems. So in order to save Energy we optimized HVAC Consumptions

The following implementations were carried out : -

1. Adjustment of Set-point of Chiller as per ambient/ building load conditions.Utilization of best Chillers at higher loads.

2. Improvement in Effectiveness of Cooling Tower by automation of Cooling towers formonitoring and controlling of sump temperature.

3. Reduction in frequency of OT AHUs (35 Hz from 50 Hz) during non-operational hours.Reduction in frequency from 50 Hz to 35 HZ saves 50% in Energy Consumptions.

4. Replacement of Old AHUs (crossed end of life) with Energy efficient AHUs (Plug FanTechnology)

(B) Technology Absorption:

The Hospital continued its efforts to maintain standards at par with best hospitalsglobally. Investment was made in the latest technology in medical care including new- agetechnology upgrades.

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

Digital Pathology Solution (DPS)

Digital Pathology Solution (DPS) also referred as Whole Slide Imaging wherein scanningof conventional glass slides is done in order to produce digital slides. The solutioncompletely digitizes the histopathology workflow. It is also layered with ArtificialIntelligence enabled computational pathology leading to significant reduction in inter andintra observer result variability enabling objective and accurate diagnosis.

DNA Sequencer System (Genetic Analyzer)

Genetic Analysis is the process of studying and researching in field of science thatinvolve genetic and molecular biology. Basic studies include identification of genes andinherited disorders. The main advantage of this application is DNA typing in paternitytesting and testing for relatedness on the maternal or paternal lineage using autosomalmitochondrial or Y-chromosomal DNA markers.

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

The 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. 1483.32 million
Outgo : Rs. 149.22 million

BOARD MEETINGS

Four (4) Board meetings were held during the financial year ended 31stMarch 2019. The dates of the meetings are as follows: 9th May 2018 28thJuly 2018 10th November 2018 and 30th January 2019. Theintervening gap between the meetings was with in the period prescribed under the CompaniesAct 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Mr. S. N. Sahai resigned as a Director of the Company effective from 29thJune 2018.

• Ms. Renu S. Karnad resigned as a Director of the Company effective from 8thMarch 2019.

• Mr. Ashok Bajpai resigned as Managing Director of the Company effective from 15thJune 2019.

• Mr. S. Regunathan Mr. Satnam Arora Mr. Deepak Vaidya and Mr. T. S.Narayanasami have been reappointed as Independent Directors of the Company for a periodof 5 consecutive years effective from 1st April 2019 to 31st March2024.

• Ms. Madhumita Ganguli has been appointed as an Additional Director w.e.f. 26thJuly 2019. Ms. Madhumita Ganguli 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 Ms. Madhumita Ganguli asa Director of the Company.

• In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Vineeta Rai Director of the Company shall retire byrotation at the ensuing Annual General Meeting. Ms. Vineeta Rai being eligible hasoffered herself for re-election.

• In pursuance to the provisions of Section 203 of the Companies Act 2013 Mr.Ajay Kumar Singhal - Vice President cum Company Secretary and Mr. Chander Prakash Tyagi -Chief Financial Officer are the Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down in Section 149(6) ofthe Companies Act 2013.

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 linkhttp://www.apollohospdelhi.com/downloads/Whistle%20Blower%20Policy.pdf. During the yearunder review no matter has been received under Whistle Blower 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 Rules framed thereunder the Company hasformulated and implemented a policy on prevention prohibition and redressal of complaintsrelated to sexual harassment of women at the workplace. All women employees eitherpermanent 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 five complaints pertaining to sexual harassment of women employees werereported to the Company and the same were investigated in accordance with the proceduresprescribed and were 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 2019 andof the profit of the Company for the year ended 31st March 2019.

• 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 otherirregularities;

• 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. The Company also does not haveany joint venture.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return for the year ended 31stMarch 2019 in Form MGT- 9 as required under Section 92 of the Act is annexed asAnnexure 1 which forms an integral part of this Report and is also available on theCompany's website viz. www. delhi.apollohospitals.com

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 from the conclusion of thetwenty-ninth Annual General Meeting till the conclusion of the thirty-fourth AnnualGeneral Meeting subject to ratification of their appointment by the Members at every AGM.

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 2018-19 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. Company Secretaries to conduct SecretarialAudit for the financial year 2018-19. The Secretarial Audit Report for the financial yearended 31st March 2019 is annexed herewith marked as Annexure-2 to thisReport.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc. covered under the Secretarial Audit.However the Govt. of NCT of Delhi-one of the promoters of the Company has notdematerialised their shareholding in the Company as required under Regulation 31(2) ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Further theGovt. of NCT of Delhi has not filed disclosure of shareholding for the financial yearended 31st March 2019 to the Stock Exchanges under Regulation 30 of theSecurities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)Regulations 2011.

Requests have been made by the Company to the Govt. of NCT of Delhi to get theirshareholding in the Company dematerialized and also to ensure compliance

of Regulation 30 of the Securities and Exchange Board of India (Substantial Acquisitionof Shares and Takeovers) Regulations 2011.

COST AUDITOR

As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained every year.

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 2019. The Cost Auditor has given the Cost Audit Reportfor the financial year ended 31st March 2019 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 2020 on a remuneration of Rs. 5.50 lakhs (previous year Rs.5.50 lakhs).

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 2020 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 an internal financial control system commensurate with the size scaleand 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 guarantees under 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 senior executives.

The Company also has a Risk Management Policy for identification evaluation andmitigation of business risks and opportunities. This framework helps establish ownershipthroughout the organization and embed risk management as an integral part of the businessand its goals and objectives. It helps the decision makers of the organization effectivelyrecognize and to take account of uncertainty the nature of that uncertainty and to worktowards a solution to address the same.

The Risk Management Committee identify elements of risks in different area ofoperations and to develop a policy for actions associated to mitigate the risks. The RiskManagement Committee reviews and approves the risk management report on a quarterly basisbefore placing the same before the Board of Directors.

CORPORATE SOCIAL RESPONSIBILITY

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

The Company has a duly constituted CSR Committee which is responsible for fulfillingthe CSR objectives of the Company. As on 31 March 2019 the Committee comprised fourDirectors viz. Ms. Vineeta Rai Mr. S. Regunathan Ms. Suneeta Reddy and Mr. VinayakChatterjee. Ms. Vineeta Rai is the Chairperson of the CSR Committee.

As part of its initiatives under Corporate Social Responsibility (CSR) the Company hasundertaken projects in the areas of Sanitation Promoting Education and Health. Theseprojects are in accordance with Schedule VII of 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-responsibilitv-policv.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 201819 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 - 3 and forms an integral partof this 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 theCompanies Act 2013 in Form AOC 2 is not applicable to your Company. The policy onmateriality of related party transactions as approved by the Board may be accessed on theCompany'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 4 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 athttps://delhi.apollohospitals.com/downloads/ Remuneration-Policv.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 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the AnnualReport which 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 are also provided in the Annual Report which forms partof this Report.

Having regard to the provisions of Section 136(1) read with the relevant provisions ofthe Companies Act 2013 the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection atthe Registered Office of the Company during working hours. Any member interested inobtaining such information may write to the Vice President cum Company Secretary and thesame will be furnished free of cost.

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 a Report on Corporate Governance are attached with this Report.

A Certificate from Practising 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 2019 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 2019 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: New Delhi (DIN :00001873)
Date : 26th July 2019 Director

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