Your Directors have the pleasure of presenting the 20th Annual Report onBusiness and Operations of the Company ("MHIL" or "Company")together with the Audited Financial Statements and the Auditors' Report thereon for thefinancial year ("FY") ended March 31 2021.
The Company reported a strong performance during the FY gone by but more importantlyin FY 2019-20 and FY 2020-2021 it has laid solid foundations for even strongerperformance across key performance metrics in the years to come. The Company's financialresults reflect the commitment to its vision "to be the most well regarded healthcareprovider in India committed to the highest standards of clinical excellence and patientcare supported by latest technology and cutting edge research".
UPDATE ON COVID-19 PANDEMIC
During FY 2020-21 COVID-19 was an unprecedented crisis that impacted all businessesglobally. Your Company was
in forefront of war against COVID-19 and volunteered a few of its healthcare facilitiestowards the cause. The Company was one of the first private labs to start COVID-19testing. The Company through one of its partner healthcare facilities was also the firstto conduct convalescent plasma therapy trial for critically ill patients. In response tothe crisis isolation facilities were created operating procedures on screening ofpatients admission management and treatment of COVID-19 patients were established. TheCompany also strengthened its operating procedures on infection prevention and controlhealthcare worker safety and recommended protocols and guidelines on providing treatmentincluding performing surgeries of other patients during the COVID-19 pandemic to ensurethe safety of its employees and patients. Further your Company leveraged technology toprovide video consultation' for the patients and offered home management andmonitoring services through Max@Home.
FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED
The highlights of the Company's financial performance on Standalone and Consolidatedbasis for the year ended March 312021 are summarized below:
| || || || ||(INR in Crore) |
| ||Standalone ||Consolidated |
|Particulars ||Year ended March 31 2021 ||Year ended March 312020 ||Year ended March 31 2021 ||Year ended March 312020 |
|Revenue from Operations ||1031 ||59 ||2505 ||1059 |
|Other Income ||106 ||66 ||114 ||48 |
|Total Income ||1137 ||125 ||2619 ||1107 |
|Total Expenditure ||870 ||65 ||2101 ||965 |
|Operating Profit ||267 ||60 ||518 ||142 |
|Less: Finance Charges ||112 ||60 ||179 ||83 |
|Cash Profit ||155 ||- ||339 ||59 |
|Less: Depreciation ||91 ||3 ||174 ||46 |
|Profit before exceptional items tax and share of (profit)/loss in associates ||64 ||(3) ||165 ||13 |
|Exceptional items ||211 ||- ||234 ||- |
|Tax Expense/(Income) ||18 ||- ||46 ||- |
|Net profit/(loss) after tax and before share of (profit)/loss in associates ||(165) ||(3) ||(115) ||13 |
|Share of profit/(loss) in associates ||- ||- ||23 ||(46) |
|Net profit/(loss) after tax for the year ||(165) ||(3) ||(138) ||59 |
|Other Comprehensive Income/(loss) - Remeasurement loss on defined benefit ||- ||- ||1 ||- |
|Total Comprehensive income/(loss) net of tax ||(165) ||(3) ||(137) ||59 |
|Earnings per equity share* || || || || |
|Basic & diluted (INR) ||(1.91) ||(0.05) ||(1.59) ||1.01 |
* Nominal value of INR 10 each
Note: Pursuant to filing of NCLT order approving the Composite Scheme of Amalgamationand Arrangement on June 01 2020 the Company has accounted for the merger of healthcareundertaking of Radiant Life Care Private Ltd. ("Radiant") and erstwhile MaxIndia Ltd. as "reverse merger" under Ind -AS 103 "BusinessCombination". Accordingly the financial results for the year ended March 31 2020presented above is of Healthcare undertaking of Radiant and thus not comparable with thecurrent year. Further financial year ended March 31 2021 has the result of ten monthsoperations of the Company and twelve months of Healthcare undertaking of Radiant.
The Company achieved revenue of INR 1030.80 Crore in FY 2020-21. The revenues fromhealthcare services and those from low value added sale of pharmaceutical suppliescontracted and stood at INR 960.60 Crore and INR 50.40 Crore respectively. Despite asignificant drop in financial performance during Q1 FY21 owing to COVID-19 inducedlockdown the Company displayed resilience and achieved sharp business recovery during thelater half of the year. Overall it was a satisfying performance on both revenue andprofitability during the period.
The material costs to operating revenue ratios stood at INR 245.10 Crore (23.8%) duringFY 2020-21.
Other costs to operating revenue (including employees doctors hospital servicessales and marketing power and fuel etc.) stood at INR 624.80 Crore (60.6%) during FY2020-21.
The operating profit before interest and depreciation was INR 267.40 Crore in FY2020-21. The Cash Profit was INR 155 Crore Net Profit stood at INR 64.10 CroreExceptional items of INR 210.70 Crore in FY 2020-21 Net Loss before tax after exceptionalitems stood at INR 146.50 Crore during FY 2020-21 Tax expense stood at INR 18.00 Croreand Net Loss after Tax stood at INR 164.50 Crore.
STATE OF COMPANY'S AFFAIR OPERATING RESULTS AND PROFITS
Your Company continue to be the second largest publicly listed hospital chain operatorin India (considering only income from healthcare services aggregated for Company Radiantand Partner Healthcare Facilities) in FY 2020-21 with a significant concentration offacilities in North India. Our network consists of 17 Network Healthcare Facilitiesincluding eight hospitals and four medical centres in Delhi and NCR region with theremaining located in Mumbai in Maharashtra Mohali and Bathinda in Punjab and Dehradun inUttrakhand. Your Company provides healthcare services across secondary and tertiary carespecialities with a focus on oncology neurosciences cardiac sciences orthopaedicsrenal sciences liver and biliary sciences and minimal access metabolic and bariatricsurgery ("MAMBS") at the Network Healthcare Facilities. In addition the Companyalso provides (i) diagnostic pathology radiology radiation oncology and clinicalservices through fee and/or revenue-sharing agreements in select specialities anddepartments to four of the Partner Healthcare Facilities; and (ii) diagnostics radiationoncology and operation and management services to two Managed Healthcare Facilities; and(iii) related holistic healthcare services to two "super speciality" hospitalsin Mohali and Bathinda under a public private partnership arrangement with the Governmentof Punjab. Additionally the Company has established a representative office in NairobiKenya under the name Truemax Healthcare' which helps in liasoning with current andpotential patients and carrying out sales and marketing activities focused on buildingthe Company's brand internationally. The Company has also incorporated MHC GlobalHealthcare (Nigeria) Limited ("MGHL") in Lagos Nigeria as a wholly ownedsubsidiary on May 20 2019 in line with the international strategy of the Company toserve an increasing number of patients from abroad. MGHL will be operational once theCOVID-19 situation stabilizes. The Company is in the process of incorporating a whollyowned subsidiary in the United Arab Emirates primarily with a view to engage in providingbusiness support services and/or activities in connection with solicitation of overseas
patients for the Company. Further the Company is in the process of incorporating awholly owned subsidiary for Noncaptive Pathology Business and the same is expected to beoperational in FY22.
All decisions at the Company are taken considering the interest of patients. In linewith its objective of becoming the most trusted healthcare provider in India the Companymakes efforts to consistently improve the quality of all its services. The Company has puttogether a winning combination of ultra-modern healthcare facilities equipped withbest-in-class diagnostic and therapeutic technology and a competent team comprising ofsome of the finest clinical and para- medical talent available in the country. Allfacilities owned and operated by the Company follow globally accepted medical protocolsand procedures and are focused on delivering the best possible clinical outcomes.
FY 2020-21 was a challenging year for the healthcare sector due to COVID-19 pandemic.The pandemic created a huge strain on the sector's workforce infrastructure and supplychain. The Company also witnessed these challenges and had to re-prioritise its keystrategic areas earmarked for the year to focus on the management of the COVID-19 crisis.The Company's performance in both of its hospital and diagnostics businesses wassignificantly impacted during the first two quarters of the year due to country-widelockdown in April and May 2020. However both businesses witnessed significant recoveryduring the later half of the year to record the highest ever EBITDA consecutively for Q3and Q4 FY 2020- 21 respectively. The Company was also successfully able to navigate thechallenges by ensuring sustainability and continuity of business operations andmaintaining a comfortable liquidity position through the year.
DECLARATION OF DIVIDEND & TRANSFER TO GENERAL RESERVES
In view of the carried forward losses the Board of Directors of the Company have notrecommended any dividend for the year under review. Accordingly there has been notransfer to general reserve for the year ended March 31 2021.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Company has formulated Dividend Distribution Policy approved bythe Board of Directors and the same can be accessible on the website of the Company athttps://www.maxhealthcare.in/investors/ corporate-governance.
SIGNIFICANT EVENTS DURING THE FY 2020-21
Your Company undertook a comprehensive strategic review and prioritized key areas todrive revenues and operational performance. These include aspects related to evaluatingthe current portfolio of the Company's facilities and planned bed expansion initiatingcost optimisation measures across the network investing in technology and medicalequipment and further strengthening its clinical excellence program. Further details inthis regard have been provided under the Management Discussion and Analysis Report formingpart of this Annual Report.
Further the Company has from time to time during the year under review updated itsstakeholders about the key developments that took place by disseminating necessaryinformation to the stock exchanges and through various means of communications to theinvestors. Some of key activities are mentioned below:
(a) Changes in the Board and Key Managerial Personnel ("KMP")
During the year under review the Board of Directors and Key Managerial Personnelunderwent changes details whereof are separately disclosed in this Report.
(b) Discontinuance of operations at Max Multi Speciality Centre Pitampura ("MaxPitampura")
The Board of Directors at their meeting held on June 27 2020 accorded the approval toshut down and discontinue all operations at Max Pitampura w.e.f. July 12020 on account ofbusiness and financial challenges faced w.r.t running and operating Max Pitampura.
(c) Effectiveness of the Scheme Allotment and Listing of equity shares
The Hon'ble National Company Law Tribunal Mumbai Bench ('NCLT') vide its order datedJanuary 17 2020 sanctioned the Composite Scheme of Amalgamation and Arrangement amongsterstwhile Max India Limited the Company Radiant Max India Ltd. (formerly known asAdvaita Allied Health Services Limited) and their respective shareholders and creditors("Scheme") and the Scheme was effective from June 1 2020. Pursuant to theScheme the Company on June 19 2020 allotted 635042075 (Sixty Three Crore Fifty LakhForty Two Thousand Seventy Five) fully paid up equity shares to the shareholders ofRadiant as on June 1 2020 in the share entitlement ratio of 9074:10 and 266241995(Twenty Six Crore Sixty Two Lakh Forty One Thousand Nine Hundred Ninety Five) fully paidup equity shares to the shareholders of erstwhile Max India Limited as on June 15 2020 inthe share exchange ratio of 99:100.
Further 266997937 (Twenty Six Crore Sixty Nine Lakh Ninety Seven Thousand NineHundred Thirty Seven) equity shares each held by Radiant and erstwhile Max India Ltd. inthe Company got cancelled simultaneous to the issuance of equity shares to theshareholders of Radiant and erstwhile Max India Limited as aforesaid on June 19 2020.
Subsequent to the effective date healthcare business of Radiant was demerged into theCompany and also residual erstwhile Max India Ltd. (i.e. post demerger of allied healthand associated services into Advaita Allied Health Services Limited) which comprises ofhealthcare activities (including its underlying investment in the Company) amalgamatedwith the Company. Post demerger and amalgamation the Company has become the secondlargest healthcare delivery chain in India (considering only income from healthcareservices aggregated for Company Radiant and Partner Healthcare Facilities). The enhancedscale enabled the Company to drive efficiencies and improve capabilities.
Further pursuant to the Scheme the equity shares of the Company were listed on theBSE Limited ("BSE") and National Stock Exchange of India Limited("NSE") on August 21 2020.
(d) Adoption of new set of Articles of Association ("AOA")
I n terms of Shareholders' Agreement dated December 24 2018 entered amongst theCompany Mr. Abhay Soi and Kayak Investments Holding Pte. Ltd. ("Kayak")("Post Merger SHA") read with Deed of Accession and Adherence dated June 12020executed by the Company and pursuant to abovementioned NCLT order the equity shares ofthe Company were listed on the NSE and BSE. Accordingly several changes were proposed inAOA of the Company in compliance with SEBI Regulations relating to listing and otherapplicable laws for the listing of equity shares on the aforementioned stock exchangesas well as to incorporate the rights and obligations conferred on Mr. Abhay Soi and Kayakby virtue of said Post Merger SHA and the provisions related to general management ofaffairs of the Company as per Table F Schedule I of the Companies Act 2013 ("theAct") with exception.
The requisite postal ballot notice containing the resolution for adoption of new set ofAOA was sent to the shareholders through e-mail in terms of Section 110 and otherapplicable provisions of the Act read with Rule 20 and 22 of the Companies (Management& Administration) Rules 2014 (the "Management Rules") read with the GeneralCircular No. 14/2020 dated April 8 2020 General Circular No. 17/2020 dated April 132020 and General Circular No. 22/2020 dated June 15 2020 issued by the Ministry ofCorporate Affairs Government of India ("MCA") in view of COVID-19 by way ofvoting through electronic means for their approval. The shareholders accorded theirapproval for the above matter on July 30 2020 with requisite majority.
(e) Amendment in Object Clause of the Memorandum & Association ("MOA")
The clause III B (45) of the MOA of the Company was amended to incorporate necessaryenabling powers for investing and dealing with the assets/money and to lend/ borrow moneyand to provide security or give guarantee including mortgaging hypothecating or pledgingor creating charge over the whole or any part of the property for operational convenienceand clarity. The resolution for amendment in the aforesaid object clause of MOA was sentto the shareholders of the Company through aforesaid postal ballot notice. Theshareholders accorded their approval on July 30 2020 with requisite majority.
(f) Issue of Securities to Eligible Qualified Institutional Buyers ("QIB")
Pursuant to the resolution passed by the Board of Directors on September 1 2020 andspecial resolution passed by the shareholders of the Company on September 29 2020 forissue of equity shares to QIBs on March 10 2021 the Company had issued and allotted61412482 (Six Crore Fourteen Lakh Twelve Thousand Four Hundred Eighty Two only) equityshares of face value of INR 10 each at a price of INR 195.40 per equity share (including apremium of INR 185.40 per equity share) aggregating to INR 11999998982.80 (IndianRupees Eleven Hundred Ninety Nine Crore Ninety
Nine Lakh Ninety Eight Thousand Nine Hundred and Eighty Two and Eighty Paisa) to QIBpursuant to Chapter VI of the Securities and Exchange Board of India (Issue of Capital andDisclosure Requirements) Regulations 2018 as amended (the "SEBI ICDRRegulations") Section 42 and other applicable provisions of the Act read with Rule14 of the Companies (Prospectus and Allotment of Securities) Rules 2014 made thereundereach as amended and the provisions of all other applicable laws inter alia to the extentpossible to achieve minimum public shareholding requirement.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD&A REPORT")
The Management Discussion and Analysis Report forms an integral part of this AnnualReport and inter alia gives details of the overall industry structure economicdevelopments performance and state of affairs of the Company's business in India andabroad risk management systems and other material developments during the year underreview.
REPORT ON CORPORATE GOVERNANCE ("CG REPORT")
The Company is committed to benchmarking itself with global standards of CorporateGovernance. It has put in place an effective Corporate Governance system which ensuresthat provisions of the Act and Listing Regulations are duly complied with not only inform but also in substance.
In terms of Listing Regulations a report on Corporate Governance along with thecertificate from M/s Sanjay Grover & Associates Company Secretaries (FirmRegistration No. P2001DE052900) confirming compliance of the conditions of CorporateGovernance is annexed and forms an integral part of this Annual Report.
MINIMUM PUBLIC SHAREHOLDING THRESHOLD
As on the date of this Board Report the public shareholding of the Company is 29.54%including 4.82% paid up equity capital (5.15% at the time of sale) sold by Max VenturesInvestment Holdings Private Limited ("MVIHPL") and Mr. Analjit Singh certainPromoters of the Company was not undertaken towards compliance with the Minimum PublicShareholding ("MPS") threshold. In terms of the Securities Contracts(Regulation) Rules 1957 ("SCRR") as amended and the Listing Regulations theCompany is required to achieve a minimum level of public shareholding of 25% of itspaid-up equity share capital within one year from the date of listing i.e. on or priorto August 20 2021. The Company is taking necessary actions to ensure the compliancewithin the prescribed timelines.
RECLASSIFICATION OF PROMOTERS
The current Promoters of the Company are Mr. Analjit Singh Ms. Neelu Analjit SinghMs. Piya Singh Mr. Veer Singh Ms. Tara Singh Vachani MVIHPL (collectively "AnaljitSingh Group") Mr. Abhay Soi and Kayak Investments Holding Pte. Ltd ("Kayak").Pursuant to the Scheme Analjit Singh Group is to be reclassified as public shareholdersin accordance with the provisions of the Listing Regulations (such reclassification the "De-promoterisation").Such De-promoterisation will be undertaken only upon the Company achieving the MPSrequirement as prescribed under the SCRR. Post such De- promoterisation Mr. Abhay Soi andKayak shall be the Promoters of the Company.
SHARE CAPITAL AND CHANGES IN THE CAPITAL STRUCTURE
The Authorised Capital of the Company has been increased from INR 10850000000(Indian Rupees One Thousand Eighty Five Crore) to INR 13850000000 (Indian Rupees OneThousand Three Hundred Eighty Five Crore) divided into 1260000000 (One Hundred TwentySix Crore) equity shares of INR 10 each by creation of additional 300000000 (ThirtyCrore) equity shares of INR 10 each ranking pari passu in all respect with the existingequity shares of the Company and (ii) 125000000 (Twelve Crore Fifty Lakh) CumulativePreference Shares having a nominal value of INR 10 each with the approval of shareholdersof the Company in the Annual General Meeting ("AGM") held on September 29 2020.
Pursuant to the Scheme on June 19 2020 635042075 (Sixty Three Crore Fifty LakhForty Two Thousand Seventy Five) fully paid up equity shares of the Company have beenallotted to the shareholders of Radiant as on June 1 2020 in the share entitlement ratioof 9074:10 and 266241995 (Twenty Six Crore Sixty Two Lakh Forty One Thousand NineHundred Ninety Five) fully paid up equity shares to the shareholders of erstwhile MaxIndia Limited as on June 15 2020 in the share exchange ratio of 99:100.
Further 266997937 (Twenty Six Crore Sixty Nine Lakh Ninety Seven Thousand NineHundred Thirty Seven) equity shares each held by Radiant and erstwhile Max India Ltd. inthe Company got cancelled simultaneous to the issuance of equity shares to theshareholders of Radiant and erstwhile Max India Limited as aforesaid on June 19 2020.
On March 10 2021 the Company has issued and allotted 61412482 (Six Crore FourteenLakh Twelve Thousand Four Hundred Eighty Two) equity shares of face value of INR 10 eachat a price of INR 195.40 per equity share (including a premium of INR 185.40 per equityshare) aggregating to INR 11999998982.80 (Indian Rupees Eleven Hundred Ninety NineCrore Ninety Nine Lakh Ninety Eight Thousand Nine Hundred Eighty Two and Eighty Paisa) toQIBs pursuant to Chapter VI of the SEBI ICDR Regulations Section 42 and other applicableprovisions of the Act read with Rule 14 of the Companies (Prospectus and Allotment ofSecurities) Rules 2014 made thereunder each as amended and the provisions of all otherapplicable laws.
As on March 312021 the issued subscribed and paid up equity share capital stands atINR 9659450060 (Indian Rupees Nine Hundred Sixty Five Crore Ninety Four Lakh FiftyThousand Sixty only) divided into 965945006 (Ninety Six Crore Fifty Nine Lakh FortyFive Thousand Six) equity shares of INR 10 each fully paid up. The Company has only oneclass of equity shares with face value of INR 10 each ranking pari-passu.
Except as mentioned above the Company has not issued any shares during FY 2020-21.
CHANGE IN NATURE OF BUSINESS
During FY 2020-21 there was no change in the nature of Company's business.
STATEMENT OF DEVIATION OR VARIATION IN UTILIZATION OF PROCEEDS RAISED IF ANY DURINGTHE YEAR
As mentioned above the Company has raised funds amounting ~INR 1200 Crore (IndianRupees Twelve Hundred Crore) by way of Qualified Institutions Placement ("QIP").
Pursuant to the Regulation 32(1) of the Listing Regulations there is no deviation /variation in the utilization of proceeds as stated under "Use of Proceeds" inthe placement document of QIP. Further the details of the utilization of funds aresubmitted to the Stock Exchanges in the prescribed format in accordance with SEBInotification dated December 24 2019.
The requisite annexure for the detail for utilization of proceeds of QIP hasbeen provided in the CG Report.
DETAILS OF SUBSIDIARY COMPANIES / JOINT VENTURES / ASSOCIATES
As on March 31 2021 the Company has six (6) subsidiaries
i.e. Hometrail Buildtech Private Limited ("HBPL") (100%) Alps HospitalLimited (100%) Crosslay Remedies Limited ("CRL") (83.16%) Saket City HospitalsLimited ("SCHL") (100%) Radiant Life Care Mumbai Private Limited (99.99%) andMHC Global Healthcare (Nigeria) Limited ("MGHL").
Further the Board of Directors of the Company at their meeting held on June 19 2020have adopted a policy for determining "material subsidiary" pursuant to theListing Regulations. The said policy is available on the website of the Company athttps://www.maxhealthcare.in/investors/corpo rate- governance.
Based on the Audited Financials of the Company for FY 2020-21 pursuant to Regulation16(1) of Listing Regulations HBPL and CRL are material subsidiaries of the Company for FY2021-22.
Further pursuant to Regulation 24(1) of the Listing Regulations CRL is the materialsubsidiary of the Company for FY 2021-22 and on May 28 2021 the Board recommended theappointment of Mr. K. Narasimha Murthy an Independent Director on the Board of theCompany as a Director on the Board of CRL.
As on March 31 2021 the Company has no associate/joint venture company.
Further the Board at its meeting held on February 6 2021 had accorded its approval toincorporate an offshore wholly owned subsidiary i.e. Max Healthcare FZ LLC to beregistered in Dubai Healthcare City in UAE for the purpose of business development andsupport services in the healthcare industry. The incorporation of the Max Healthcare FZLLC is under process.
Also the Board at its meeting held on April 06 2021 approved incorporation of awholly owned subsidiary of the Company to inter-alia provide range of diagnostic servicesincluding pathology lab services to retail and non-captive customers as well as thirdparty hospital lab management and the Company is in the process of incorporating the saidsubsidiary company i.e. Max Lab Limited.
INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY
The Company has a robust and well embedded system of internal controls which arereviewed and upgraded based on Risk Control testing performed from time to time.Comprehensive policies guidelines and procedures are laid down for all business processesand these are accessible to the concerned employees through the designated web page. Theinternal control system has been designed to ensure that financial and other records arereliable for preparing financial and other statements management reporting for businessperformance management and for maintaining accountability of assets.
An extensive risk based programme of internal audits theme based audits exceptionalreporting and IT based transaction controls coupled with constant management reviewsprovide assurance to the Board regarding the adequacy and efficacy of internal controls.The internal audit plan is dynamic and aligned to the business objectives of the Companyand is reviewed by the Audit and Risk Committee ("A&RC") periodically.Further A&RC also monitors the status of management actions emanating from internalaudit reviews.
During the year under review such controls were assessed and no reportable materialweaknesses in the design or operation were observed. The statutory auditors during thecourse of their audit did not find any material weakness in controls and / or misstatementresulting from lack of internal controls.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and its subsidiaries prepared inaccordance with applicable accounting standards issued by the Institute of CharteredAccountants of India forms part of this Annual Report. In terms of the Section 136 of theAct financial statements of the subsidiary companies are not required to be sent to themembers of the Company. The Company will provide a copy of separate Annual Accounts inrespect of each of its subsidiary to any shareholder of the Company who asks for it andthe said Annual Accounts will be available for inspection. In terms of provision toSection 136(2) of the Act the shareholders interested in obtaining a copy of separateaudited or unaudited financial statements as the case may be as prepared in respect ofeach of the subsidiary(ies) of the Company may write to the Company Secretary at theCompany's registered office or by email at email@example.com.
A statement in Form AOC-1 containing the salient features of the financialstatements of the Company's subsidiary(ies) is also attached with Standalone FinancialStatements.
REPORT ON PERFORMANCE & FINANCIAL POSITION OF THE SUBSIDIARIES
In terms of Rule 8(1) of the Companies (Accounts) Rules 2014 the highlights onperformance of subsidiaries and their contribution to the overall performance of theCompany during FY ended March 312021 are as follows:
Hometrail Buildtech Private Limited (HBPL): HBPL was incorporated on April21 2008 and is having its registered office at N - 110 Panchsheel Park NewDelhi-110017. HBPL is a wholly owned subsidiary of the Company.
Pursuant to the Concession Agreement(s) executed with the Government of Punjab forsetting up of SuperSpeciality hospitals in Bhatinda and Mohali HBPL is currently runningand operating two hospitals (viz. Max Super Speciality Hospital Bhatinda and Max SuperSpeciality Hospital Mohali) that provides high end medical care to residents of tricityof Chandigarh Mohali Panchkula and in the industrial town of Bathinda Punjab along withother similar programmes for providing treatment and medical services. These hospitalshave been set up as Public Private Partnership with Govt. of Punjab.
During the year ended March 31 2021 HBPL made a Profit after Tax ("PAT") ofINR 36 Crore. The total comprehensive income for FY 2021 is INR 36 Crore.
Alps Hospital Limited (ALPS): Alps was incorporated on May 26 1989. ALPSshifted its registered office from National Capital Territory (NCT) of Delhi to State ofMaharashtra i.e. 4014th Floor Man Excellenza S. V. Road Vile Parle (West)Mumbai Maharashtra-400056 w.e.f. March 16 2021. ALPS is a wholly owned subsidiary of theCompany and also filed a petition before NCLT Mumbai Bench for Merger by absorption withanother wholly owned subsidiary of the Company i.e. Saket City Hospitals Limited("SCHL") on April 09 2021.
It operates in the healthcare services business in India. Currently it focuses onestablishing maintaining and running a hospital in Gurugram Haryana ("Max HospitalGurugram"). It also has dispensaries maternity and family welfare centersdiagnostic and pathology centers emergency and trauma centers X-Ray and E.C.G centersetc. Also in order to effectively manage radiology services and to provide the servicesround the clock cover during the year ALPS has outsourced its Radiology and relatedservices to SCHL.
During the year ended March 31 2021 ALPS made a PAT of INR 2 Crore. The totalcomprehensive income for FY 2021 is INR 2 Crore.
Crosslay Remedies Limited (CRL): CRL was incorporated on January 8 2002 andis having its registered office at N - 110 Panchsheel Park New Delhi-110017. CRL ownsand currently operates Max Super Speciality Hospital Vaishali (erstwhile PushpanjaliCrosslay Hospital) and Max Multi Speciality Centre Noida.
CRL provides a spectrum of preventive diagnostic and treatment alternatives withfollow - up care in all medical specialities. It also provides key tertiary carespecialities such as oncology renal sciences GI sciences orthopedics and jointreplacement cardiac sciences and neurosciences etc.
In terms of the share purchase cum subscription agreement dated May 28 2015 theCompany acquired majority stake in CRL pursuant to which it became the subsidiary. As onMarch 31 2021 the Company holds 83.16% shares in CRL.
During the previous financial year ended March 31 2020 the Relevant ShareholdersGroup exercised their put option and an amendment to Share Purchase Agreement ("CRLSPA") dated January 15 2020 was executed amongst CRL Relevant Shareholders Groupand Company for acquisition of 31568142 (Three Crore Fifteen Lakh Sixty Eight ThousandAnd One Hundred Forty Two) equity shares by December 31 2020 unless mutually extended.Pursuant to amendment agreement to CRL SPA dated June 18 2020 7459001 (Seventy FourLakh Fifty Nine Thousand and one) equity shares (constituting ~5.21%) have been acquiredfor INR 23.32 Crore (Indian Rupees Twenty Three Crore and Thirty Two Lakh). As at March31 2021 the Company holds 83.16% equity stake in CRL and the timelines for theacquisition has been mutually extended. The Management basis its assessment ofnon-controlling interest under Ind AS 110 has concluded that as per the terms ofamendment to CRL SPA dated June 18 2020 the Company continues to have the presentownership interest with the right to purchase the remaining equity
shares and accordingly treated CRL as a wholly owned subsidiary for consolidationpurposes.
Further by way of a second amendment agreement dated April 05 2021 the Company hasagreed to purchase remaining 16.84% of equity share capital of CRL in one or moretranches from other shareholders of CRL. Subsequent to acquisition of remaining 16.84% ofCRL equity shares CRL will become wholly owned subsidiary of the Company in terms of theAct.
During the year ended March 312021 CRL made a PAT of INR 44 Crore. The totalcomprehensive income for FY 2021 is INR 44 Crore.
Saket City Hospitals Limited (SCHL): SCHL was incorporated on January 81991. In terms of Share Purchase Agreement dated November 27 2015 amongst the CompanySmart Health City Pte. Limited ("Seller") and SCHL ("SCHL SHA") SCHLbecame subsidiary of the Company w.e.f December 1 2015 by way of acquisition of 51% ofthe paid up equity share capital of SCHL.
Further in accordance with Clause 5 of the SCHL SHA the Seller issued Put OptionNotice to MHIL on March 28 2019 requiring the Company to purchase all the option Shares(i.e. 14281883 equity shares) at the option price as defined under SCHL SHA.
On March 26 2020 the Seller the Company Dr. Bhupendra Kumar Modi Kayak and SCHLentered into a Share Purchase Agreement to buy the option shares from the Seller jointlyby Kayak and the Company. Accordingly the Seller transferred 1681883 equity shares(Sixteen Lakh Eighty One Thousand Eight Hundred and Eighty Three) and 12600000 (OneCrore Twenty Six Lakh) equity shares to MHIL and Kayak respectively on March 27 2020.
Simultaneously on March 26 2020 SCHL MHIL and Kayak had entered into a SharePurchase Agreement for purchasing the Kayak's stake (i.e.12600000 equity shares).Pursuant to Amendment Agreement dated March 112021 to this Agreement the Company haspurchased 12600000 equity shares representing 42.8% of equity share capital("Purchased Shares") of SCHL from Kayak (such transaction the "SharePurchase Transaction"). Pursuant to the Share Purchase Transaction SCHL has become awholly owned subsidiary of the Company with effect from March 15 2021. As on March 312021 Company is holding 100% equity stake in SCHL.
SCHL provides healthcare services including sale of medicines in the course of deliveryof healthcare services by way of Business to Business (B2B) construction servicessupply erecting and installation of equipment and other related services. SCHL is also inthe business of purchasing taking on lease license or otherwise acquiring operating oradministering establishments of medical services.
During the year Saket City Hospital Private Limited was converted into a publiclimited Company and its registered office was shifted from National Capital Territory(NCT) of Delhi to State of Maharashtra w.e.f March 18 2021 at 401 4th FloorMan Excellenza S. V. Road Vile Parle (West) Mumbai Maharashtra-400056. SCHL filed apetition before NCLT Mumbai Bench for Merger by absorption
with another wholly owned subsidiary of the Company i.e. ALPS on April 09 2021.
During the year ended March 31 2021 SCHL made a loss after tax of INR 6 Crore. Thetotal comprehensive loss for the FY 2021 is INR 6 Crore.
Radiant Life Care Mumbai Private Limited (RLCM):
RLCM was incorporated on May 21 2014 under the Act. Its registered office is situatedat 401 4th Floor Man Excellenza S. V. Road Vile Parle (West) MumbaiMaharashtra - 400056.
RLCM is engaged in the business of setting up maintaining and operating hospitals(whether with or without a medical school) nursing institutes and homes clinics andmedical centres offering medical facilities and to outfit speciality medical units inexisting hospitals nursing homes and medical centres and operate manage or exploit themand also to provide education respecting medical surgical and pharmaceutical fields.Presently it focuses on operating and managing a super speciality hospital i.e. NanavatiHospital situated at Vile Parle (West) Mumbai Maharashtra.
During the year ended March 31 2021 RLCM made a loss after tax of INR 7 Crore. Thetotal comprehensive loss for the FY 2021 is INR 7 Crore.
MHC Global Healthcare (Nigeria) Limited (MGHL):
MGHL was incorporated under the Companies and Allied Matters Act 1990 on May 20 2019and is having its registered office at Kresta Laurel Complex 4th Floor 376Ikorodu Road Maryland Ikeja Lagos Nigeria. MGHL is a wholly owned subsidiary of theCompany.
MGHL was incorporated in Lagos Nigeria as a wholly owned subsidiary in line withCompany's international strategy to serve an increasing number of patients from abroad.MGHL will be operational once COVID-19 situation stabilizes.
REPRESENTATIVE OFFICE IN KENYA
The Kenya branch office continued on its strong growth trajectory during the periodunder review. The Nairobi office expanded its footprints within Kenya by setting twosmaller offices in the cities of Mombasa and Kisumu. The business rose significantly fromthese markets. The Nairobi office also focused on high end and high value procedures ofBone Marrow Transplants Liver Transplants and Pediatric Cardiac Surgeries. The creditbusiness through the key client National Health Insurance Fund (NHIF) remained very wellmanaged and within approved credit limits.
PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 (PITRegulations') the Company has a comprehensive Code of Conduct for regulating monitoringand reporting of trading by Designated Persons (the Code'). The said Code lays downguidelines which provide for the procedure to be followed and disclosures whilst dealingwith shares of the Company. Further the Company has complied with the standardizedreporting of violations related to code of conduct under PIT Regulations. The Company hasalso put in place the institutional mechanism for prevention of insider trading along withpolicy for inquiry in case of leak of unpublished price sensitive information or suspectedleak of unpublished price sensitive information. The Company has set up a mechanism forweekly tracking of the dealings of equity shares of the Company by the designated personsand their immediate relatives having access to unpublished price sensitive information.
As part of the awareness programme the Company has imparted training to concernedpersons by the subject matter expert and initiatives are being taken to educate andpromote awareness on the practical aspects of PIT Regulations and the Code.
During the year under review the Company has not invited or accepted any deposits fromthe public/shareholders of the Company pursuant to the provisions of Sections 73 and 76 ofthe Act read with Companies (Acceptance of Deposits) Rules 2014. Accordingly no amounton account of principal or interest on deposits from public/ shareholders of the Companywas outstanding as on March 31 2021.
DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")
An active and informed Board is a pre-requisite for strong and effective corporategovernance. The Board plays a crucial role in overseeing how the management safeguards theinterests of all the stakeholders. The Board ensures that the Company has clear goalsaligned to the shareholders' value and growth. The Board is duly supported by the Chairman& Managing Director and Senior Management Team in ensuring effective functioning ofthe Company.
The Company's policy is to have an appropriate blend of Executive and Non-ExecutiveDirectors including Independent Directors representing a judicious mix ofprofessionalism knowledge and experience in line with the Management's commitment forthe principle of integrity and transparency in business operations for good CorporateGovernance. The Board provides strategic guidance and direction to the Company to helpachieve its vision long-term strategic objectives and to protect the interest of thestakeholders.
As on March 312021 the Board was comprised of 7 (seven) Directors (including onewoman Director) out of which 1 (one) was a Promoter & Executive Director 2 (two)were Non-Executive Non Independent Directors and 4 (four) were Non-Executive IndependentDirectors.
As on the date of this Report the Board comprises of 7 (seven) Directors (includingone woman Independent Director) out of which 1 (one) is a Promoter & ExecutiveDirector 2 (two) are Non-Executive Non Independent Directors and 4 (four) areNon-Executive Independent Directors.
The following changes took place in the directorship and key managerial personnel ofthe Company during FY ended March 312021:
Mr. Abhay Soi based on recommendations of Nomination & RemunerationCommittee ("NRC") on June 19 2020 and as approved by the Board on June 19 2020and shareholders of the Company on July 30 2020 was appointed as the Chairman &Managing Director of the Company for a period of three consecutive years with effect fromJune 19 2020 on the terms & conditions as set out in the employment agreementexecuted between the Company the details whereof have been provided in the CG Report.
Due to preoccupation elsewhere Mr. Prashant Kumar stepped down from the Boardas a nominee of Kayak with effect from June 19 2020 and Ms. Ananya Tripathi joined theBoard in his place as a nominee of Kayak with effect from June 19 2020.
Mr. Mohit Talwar Ms. Tara Singh Vachani and Mr. Dinesh Kumar Mittal steppeddown from the Board of the Company as nominee of erstwhile Max India Limited with effectfrom June 1 2020.
Dr. Mradul Kaushik was appointed as Manager of the Company in terms of section203 of the Act with effect from August 01 2019 and subsequently he stepped down from theposition of Manager with effect from June 15 2020.
Subsequent to FY 2020-21 Mr. Upendra Kumar Sinha Independent Director stepped downfrom the Board with effect from May 20 2021. And Ms. Harmeen Mehta was appointed as awoman additional Independent Director on the Board of the Company with effect from May 242021.
In terms of the provisions of Section 152 of the Act Ms. Ananya TripathiNon-Executive Director of the Company is liable to retire by rotation at the ensuing AGMof the Company. Being eligible she has offered herself for re-appointment. Your Directorsrecommend her appointment at the ensuing AGM.
In accordance with the provisions of Section 161 of the Act and AOA of the Company theBoard of Directors on May 24 2021 approved the appointment of Ms. Harmeen Mehta as anadditional Director to hold the office upto the date of ensuing AGM of the Company and asan Independent Director for a term of five consecutive years on the Board of the Companywith effect from the same date i.e. May 24 2021 subject to the approval of shareholdersin the ensuing AGM of the Company.
The Company has received notice in writing in terms of Section 160 of the Actproposing the candidature of Ms. Harmeen Mehta for the office of Director of the Company.The Board recommends the appointment of Ms. Harmeen as an Independent Director for a termof five consecutive years with effect from May 24 2021 at the ensuing AGM of theCompany.
During the year under review apart from the above stated facts there was no change inthe composition of Board of Directors and Key Managerial Personnel of the Company.
Pursuant to the provisions of Section 149 of the Act the Independent Directors of theCompany as on date Mr. K Narasimha Murthy Mr. Mahendra Gumanmalji Lodha Mr. MichaelThomas Neeb and Ms. Harmeen Mehta have submitted declarations that each of them meet thecriteria of independence as provided in Section 149(6) of the Act along with Rules framedthereunder and Regulation 16(1 )(b) and 25(8) of the Listing Regulations. They are also incompliance with Rule 6 (1) & (2) of the Companies (Appointment & Qualifications ofDirectors) Rules 2014. There has been no change in the circumstances affecting theirstatus as Independent Directors of the Company. All other Directors of the Company havealso provided declarations on the fact that they are not debarred from holding the officeof Director by virtue of any SEBI order or any other statutory authority as required underthe Circular dated June 20 2018 issued by BSE and NSE.
The Board of Directors of the Company is of the opinion that the Independent Directorspossess a high level of integrity expertise and experience which are beneficial to theCompany and its stakeholders.
The disclosures with regard to resignation appointment and re-appointment of Directorsare available at website of the Company at https://www.maxhealthcare.in/investors/corporate-governance
KEY MANAGERIAL PERSONNEL
Mr. Abhay Soi Chairman & Managing Director Mr. Yogesh Kumar Sareen SeniorDirector & Chief Financial Officer and Ms. Ruchi Mahajan Company Secretary &Compliance Officer are the Key Managerial Personnel of the Company in accordance with theSection 2(51) and Section 203 of the Act read with the Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 as on March 31 2021.
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board meets at least four times in a year with a maximum time gap of 120 daysbetween any two meetings to discuss and review the quarterly results and other items ofagenda including the minimum information required to be placed before the Board as perPart A of Schedule II of the Listing Regulations. The Board also meet and conductadditional meetings as and when required and thought fit. The dates for the Board andCommittee Meetings are decided in advance and timely communicated to the Directors.
The Chairman & Managing Director of the Board Senior Director & ChiefFinancial Officer Senior Director - Corporate Affairs and the Company Secretary &Compliance Officer discuss the items to be included in the Board agenda. The agenda ofthe meeting along with relevant supporting documents and explanatory notes is generallycirculated in advance to all the Directors entitled to receive the same to facilitatemeaningful and quality discussions during the meeting. Where it is not practicable toattach any document to the agenda it is tabled before the meeting with specific referenceto this effect in the agenda. In case the detailed agenda is shared in less than sevendays before the date of meeting the agenda is taken up with the permission of theChairman and with the consent of majority of the Members present in the Meeting includingone Independent Director. The Senior Management officials are also invited to variousBoard / Committee Meetings to provide additional input on the matters being discussed bythe Board and its Committees.
As required under the Act and Listing Regulations the Board has constituted fourCommittees viz. Stakeholders' Relationship Committee Audit & Risk Committee("A&RC") Nomination and Remuneration Committee ("NRC") andCorporate Social Responsibility Committee ("CSR") and the details of membershipof the Committees are disclosed in CG Report which forms an integral part of this AnnualReport.
Keeping in view the requirements of the Act and Listing Regulations as amended fromtime to time the Board reviews the terms of reference of these Committees and thenomination of Board Members to various Committees. The recommendations of these Committeesare submitted to the Board for approval.
The details of meetings of Board and Committee(s) changes in composition of theCommittee(s) during the FY 2020-21 has been provided under the CG Report forming part ofthis Annual report.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
Pursuant to provisions of the Act NRC of the Board has formulated a NominationRemuneration and Board Diversity Policy for the appointment and determination ofremuneration of the Directors Key Managerial Personnel (KMPs) Senior Management andother employees of the Company and to ensure diversity at the Board level.
The NRC has also developed the criteria for determining the qualifications positiveattributes and independence of Directors. It takes into consideration the bestremuneration practices in the industry while fixing appropriate remuneration packages.
Your Directors affirm that the remuneration paid to the Directors Key ManagerialPersonnel Senior Management and other employees is as per the Nomination Remunerationand Board Diversity Policy of the Company.
The remuneration details of the Directors Chief Financial Officer and CompanySecretary along with details of ratio of remuneration of each Director to the medianremuneration of employees of the Company for the year under review are provided under Annexure- 1.
In compliance with the Listing Regulations during the year ended March 31 2021 theCompany has updated its Nomination Remuneration and Board Diversity Policy. The detailsof this policy are available on the Company's website and can be accessed athttps://www.maxhealthcare.in/ investors/corporate-governance.
The salient features of the Nomination Remuneration and Board Diversity Policy are asunder:
Represents the approach of the Company for remuneration of Directors and SeniorManagement;
Sets out the approach to have a diversity on the Board of the Company in termsof gender age cultural educational & geographical background ethnicityprofession experience skills and knowledge;
The compensation of Directors Key Managerial Personnel Senior Management andother employees is based on the following principles:
a. Aligning key executive and Board remuneration with the long term interests of theCompany and its shareholders;
b. Minimizing complexity and ensuring transparency;
c. Linked to long term strategy as well as annual business performance of the Company;
d. Promoting a culture of meritocracy and linked to key performance and businessdrivers; and
e. Reflective of line expertise and market competitiveness so as to attract the besttalent.
ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the applicable provisions of the Act and the Listing Regulations theBoard in consultation with its NRC has formulated a framework containing inter-aliathe criteria for performance evaluation of the entire Board of the Company its
Committees and individual Directors including Independent Directors.
A structured questionnaire has been prepared covering various aspects of thefunctioning of the Board and its Committees such as adequacy of the constitution andcomposition of the Board and its Committees matters addressed in the Board and Committeemeetings processes followed at the meetings Board's focus regulatory compliances andcorporate governance etc. Similarly for evaluation of individual Director's performancethe questionnaire covers various aspects like his/ her skills experience and level ofpreparedness which allows the person to clearly add value to discussions and decisions;sufficient understanding and knowledge of the Company and the sector in which it operates;understanding and fulfilling the functions as assigned to him / her as Director; abilityto function as an effective team member; actively takes initiatives with respect tovarious areas; availability for Board meetings and attends the meeting regularly andtimely without delay; adequate commitment to Board and the Company; effectivecontribution to the Company and in the Board meetings; demonstrating highest level ofintegrity (including conflict of interest disclosures maintenance of confidentialityetc.) and exercise of his / her own judgment and voices opinion freely.
The Board members had submitted their response on a scale of 1 (strongly disagree) to 4(strongly agree) and evaluated performance of Board its Committees and individualDirectors including Chairman of the Board. The Independent Directors had met separatelywithout the presence of Non-Independent Directors and discussed inter-alia theperformance of Non-Independent Directors and Board as a whole and the performance of theChairman of the Company after taking into consideration the views of Non-ExecutiveDirectors including Independent Directors. They have assessed the quality quantity andtimeliness of flow of information between the management of the Company and the Board ofDirectors that is necessary for the Board of Directors to effectively and reasonablyperform their duties. The NRC has also carried out evaluation of each Director'sperformance.
The performance evaluation of the Independent Directors has been done by the entireBoard excluding the Director being evaluated. On the basis of performance evaluation doneby the Board it is determined whether to extend or continue their term of appointmentwhenever their respective term expires.
The Independent Directors suggested that the Board need to spend more time in strategicdiscussion as the Company is going through its turnaround phase. Also an annual sessionon technological developments in healthcare sector should be organized as a part of annualtraining to Directors. Based on majority of the feedback the Directors expressedsatisfaction with the overall evaluation process.
DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY
A declaration of independence in compliance with Section 149(6) of the Act andRegulation 16(1 )(b) and 25(8) of the Listing Regulations has been taken on record fromall the Independent Directors of the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
As required under Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 ("Accounts Rules'') the particulars regarding conservation of energytechnology absorption and foreign exchange earnings & outgo are given in "Annexure-2" hereto and forms part of this Board Report.
WEB LINK OF ANNUAL RETURN
In terms of Sections 92(3) and 134(3)(a) of the Act annual return is available underthe Investors' section of the Company's website:https://www.maxhealthcare.in/investors/corporate- governance.
CONTRACT AND ARRANGEMENTS WITH RELATED PARTIES
A detailed note on the procedure adopted by the Company in dealing with contracts andarrangements with related parties has been provided in the CG Report.
All contracts arrangements and transactions entered into by the Company with relatedparties during FY 2020 -21 were in the ordinary course of business and on an arm's lengthbasis. There was no related party transaction requiring approval of Board. During theyear the Company did not enter into any transaction contract or arrangement with relatedparties that could be considered material in accordance with the Company's policy ondealing with related party transaction.
Further during FY 2020-21 there were no materially significant related partytransactions entered by the Company with the Promoters Directors KMPs or otherdesignated persons which might have potential conflict with the interest of the Companyat large.
Accordingly the disclosure of related party transactions in Form AOC-2 is notapplicable. However detailed disclosure on related party transactions as per IND AS- 24containing the name of the related party and details of the transactions entered with suchrelated party have been provided under Note No. 29.11 of the Standalone FinancialStatements.
The policy on dealing with related party transactions is available on the Company'swebsite https://www.maxhealthcare.in/ investors/corporate-governance
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The statement of Disclosure of Remuneration under Section 197 of the Act and Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(Rules') is appended as Annexure - 1 to this Board Report. The informationas per Rule 5(2) of the Rules forms part of this report. However as per first proviso toSection 136(1) of the Act and second proviso of Rule 5(3) of the Rules the Board Reportand Financial Statements are being sent to the shareholders of the Company excluding thestatement of particulars of employees under Rule 5(2) of the Rules. Any shareholderinterested in obtaining a copy of the said statement may write to the Company Secretary atthe registered office of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
As per Section 134(5) of the Act your Directors to the best of their knowledge andbelief confirm that:
(i) In the preparation of annual accounts for the FY ended on March 312021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
(ii) 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 as on March 31 2021 and of the profit orloss of the Company for the FY ended on March 312021.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors have prepared the annual accounts on a going concern basis.
(v) The Directors has laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AUDITORS AND AUDITORS' REPORT
M/s Deloitte Haskins & Sells Chartered Accountants (Firm Registration No. 015125N)("Deloitte") were appointed as the Statutory Auditors of the Company at the AGMheld on September 29 2020 for a term of 5 consecutive years until the conclusion of theAGM of the Company to be held in the year 2025.
The notes on financial statement referred in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification comment observation reservation or adverse remark.
AUDITORS' CERTIFICATE ON COMPLIANCE WITH FDI NORMS
Pursuant to Reserve Bank of India Circular Ref. RBI / 20132014 / 117A.P. (DIR Series)Circular No. 1 dated July 4 2013 (as amended from time to time) and in terms of Rule23(6) of Foreign Exchange Management (Non-debt Instruments) Rules 2019 the Company hasobtained a certificate from the Statutory Auditors as required under the said Rulesregarding downstream investment. In the Certificate the Statutory Auditors noted that insome cases Form DI with Reserve Bank of India and intimation to DPITT were not filed tilldate. The Management informed the Statutory Auditors that the delay was inadvertent andnecessary form/intimation are being filed.
REPORTING OF FRAUD BY THE AUDITORS
During the year under review the Statutory Auditors have not reported any fraud whichare committed against the Company by officers or employees of the Company.
In terms of Section 148 of the Act read with the Companies (Cost Records & Audit)Rules 2014 the Company had appointed M/s Chandra Wadhwa & Co. Cost Accountants asthe Cost Auditors of the Company for FY 2020-21. The Company has made and maintained theCost accounts and records in accordance with section 148 sub-section (1) of the Act readwith Companies (Cost Records and Audit) Rules 2014. The Cost Audit Report will be filedwithin the stipulated period of 180 days from the close of the FY.
Further the Company has received a certificate from M/s Chandra Wadhwa & Co.confirming their eligibility and willingness for appointment as the Cost Auditor of theCompany for FY 2021-22.
The Company has appointed M/s Chandra Wadhwa & Co. as Cost Auditor of the Companyfor FY 2021-22 at a remuneration of INR 572000 (Indian Rupees Five Lakh Seventy TwoThousand Only) plus applicable taxes and reimbursement of out of pocket expenses. Furtherin terms of Section 148 (3) of the Act read with the Companies (Audit and Auditors) Rules2014 the remuneration of the Cost Auditor so appointed will be proposed for ratificationby the shareholders of the Company in the ensuing AGM.
SECRETARIAL AUDITOR AND THEIR REPORT
In terms of Section 204 of the Act read with Rule 9 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company had appointed M/s SanjayGrover & Associates Practicing Company Secretaries New Delhi as the SecretarialAuditor for FY 2020-21. The Secretarial Audit Report for FY ended March 31 2021 isannexed herewith as "Annexure-3" to this Board Report.
The Secretarial Auditor of the Company has reported that during the period under reviewthe Company has complied with the applicable provisions of the Act Rules and RegulationsGuidelines including as prescribed under SEBI Act except to the extent as mentioned below:
As per Regulation 18(1) of the Listing Regulations with respect to the composition ofA&RC of the Board the Company had not rounded off the fraction to the highest numberas clarified under SEBI SOP circular dated January 22 2020 read with Regulation 18(1 )(b)of the Listing Regulations and accordingly two-third of the members of this Committeewere not Independent Directors from August 21 2020 (date of listing of equity shares ofthe Company on BSE and NSE) till February 10 2021. Thereafter the Committee wasreconstituted on February 112021 and the composition of the said Committee was in duecompliance with Regulation 18(1 )(b) of the Listing Regulations. The Company paid thepenalty of INR 410640 (Indian Rupees Four Lakh Ten Thousand Six Hundred Forty) imposedby NSE and BSE respectively.
The management mentioned that the Committee was reconstituted on February 112021 andthe composition of the said Committee was in due compliance with Regulation 18(1) (b) ofthe Listing Regulations and penalties have been paid.
The Company is in compliance with Regulation 24A of the Listing Regulations. TheCompany's unlisted material subsidiaries undergo Secretarial Audit. The Secretarial AuditReports of HBPL and CRL are annexed herewith as "Annexure-4A and 4B" tothis Board Report. The Secretarial Audit Report of these unlisted material subsidiariesdoes
not contain any qualification reservation adverse remark or disclaimer.
Further the Company has appointed M/s Sanjay Grover & Associates PracticingCompany Secretaries New Delhi as the Secretarial Auditor for FY 2021-22 pursuant toSection 204 of the Act.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review no amount was required to be transferred by the Companyto the Investor Education and Protection Fund.
The Company has a risk management system aimed at identifying analyzing assessingmitigating monitoring risk or potential threat to achievement of our strategic andbusiness objectives covering various aspects of our business including operations legaltreasury regulatory strategic and financial.
The A&RC reviews the mitigation plan for high and critical risk events that mayadversely affect the operations and profitability of our business and suggest suitablemeasures to mitigate such risks. Our risk management framework is a combination offormally documented policies in certain areas such as financial legal and regulatory andan informal approach to risk management in others. Risk management policies and systemsare reviewed on a periodical basis to reflect changes in market conditions and ourbusiness activities.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
The Company promotes integrity and ethical behavior in its business activities and hasa Whistle Blower Policy to provide appropriate avenues to the stakeholders to raise bonafide concerns relating to unethical and improper practices irregularities governanceweakness financial reporting issues or any other wrongful conduct and to prohibit thevictimization of the whistle blowers.
A whistle blower can raise his / her concerns with the designated official and underexceptional circumstances with the A&RC. The investigations relating to the concern isrequired to be carried out by / or under the instruction of the Ethics and ComplianceCommittee comprising of three permanent members including Head Internal Audit Head - HRHead - Legal Compliance & Regulatory Affairs (the Chairperson of the Committee) Headof Clinical Directorate and any other members as may be co- opted on a case by case basisfor effective redressal of a concern. Any allegations that fall within the scope of theconcerns identified are investigated and resolved appropriately. Further during the yearunder review no individual was denied access to the A&RC for reporting concerns ifany.
The Company has updated its Whistle Blower Policy in compliance with ListingRegulations and the PIT Regulations. This Policy inter-alia provides a direct access tothe Chairman of the A&RC.
The A&RC periodically reviews the complaints received if any the action taken andappropriate closure of the complaints.
The above mechanism has been appropriately communicated within the Company across alllevels and the details of establishment of vigil mechanism for Directors and employees toreport genuine concerns are available at the website of the
Company and can be accessed at https://www.maxhealthcare.in/investors/corporate-governance.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEE GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient have been disclosed in the Standalone Financial Statements undernote 29.21 which forms part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY ("CSR")
The Company has a well-documented CSR Policy which is available on the Company'swebsite at https://www. maxhealthcare.in/investors/corporate-governance. The CSR Policy ofthe Company outline its CSR focus areas recommend the amount of CSR expenditureexecution process review & monitoring mechanism and reporting process to theManagement and the Board of Directors of the Company.
As per the aforesaid Policy MHIL group shall undertake CSR activities in all or any ofthe CSR activities as prescribed under the Act read with Schedule VII of the Act howeverit shall give primary importance to the identified sectors viz. Health & HygieneEducation (exclusively for the selected Village / Grams / any other geographical clustersselected for development project) nutrition underprivileged women and children andlivelihood by way of vocational training and creating & supporting self-help groupsfor single women led households in villages identified for adoption by the Company. Interms of Section 135 of the Act read with Companies (Corporate Social ResponsibilitiesPolicy) Rules 2013 in view of the Company's carried forward losses the Company wasunable to contribute to the CSR activities for the FY 2020 -21.
However MHIL as a Group always believed in extending a helping hand to those who arein need. The details of CSR initiative taken by Group has been given under the sectionManagement Discussion & Analysis.
The CSR Policy of the Company has been amended on May 28 2021 in line with Companies(Corporate Social Responsibility Policy) Amendment Rules 2021 notified on January 222021 issued by Ministry of Corporate Affairs.
Annual report on Corporate Social Responsibility Activities is annexed hereto as Annexure-5.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company strongly believes in providing a safe and harassment free workplace forevery individual working in MHIL Group through various interventions policy andpractices. The Company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual harassment atworkplace. The policy aims at prevention of harassment of employees as well as contractorsand lays down the guidelines for identification reporting and prevention of sexualharassment. The Company has complied with the provisions relating to constitution ofInternal Complaints Committee (ICC) under the Sexual Harassment of Women at
Workplace (Prevention Prohibition and Redressal) Act 2013. There is an ICC at everywork locations / hospitals which is responsible for redressal of complaints related tosexual harassment in accordance with the guidelines provided in the policy.
No complaints were pending as on the beginning of FY 202021 and details regarding thecomplaints during the year ended March 31 2021 are disclosed in the CG Report.
PHANTOM STOCK PLAN ("2017 MHIL PS")
Prior to listing of securities of the Company in order to align the interests of theemployees to the interests of the Company and motivate them to contribute to the growthand profitability of the Company pursuant to a resolution dated August 4 2017 passed bythe Board of Directors and resolution dated September 29 2017 passed by the shareholdersapproval was accorded to 2017 MHIL PS to offer issue and allot options to the eligibleemployees of the Company. 2017 MHIL PS includes cash settled rights wherein the employeesof the Company are entitled to cash compensation based on the Company's fair value. 2017MHIL PS does not entail issuance of any form of stocks or securities and is designed todraw benefits from the positive growth and appreciation in the enterprise value of theCompany which means the grantee employees shall benefit by way of settlement ofappreciation through cash outlays.
The total number of options granted pursuant to 2017 MHIL PS is 5934298 (Fifty NineLakh Thirty Four Thousand Two Hundred Ninety Eight) options. Out of the granted optionsan aggregate of 2133170 options have been vested 1880244 (Eighteen Lakh EightyThousand Two Hundred Forty Four) options have been exercised 3276109 (Thirty Two LakhSeventy Six Thousand One Hundred Nine) options have been lapsed or cancelled and 777945(Seven Lakh Seventy Seven Thousand Nine Hundred Forty Five) options are outstanding as onthe date of this Report. The details of options outstanding under 2017 MHIL PS arementioned in Note no. 29.5 to Standalone Financial Statements.
EMPLOYEE STOCK OPTION SCHEME - 2020 ("2020 ESOP SCHEME")
In order to reward attract motivate and retain employees of the Company its holdingcompany and its existing or future subsidiary companies in or outside India as may beapplicable for their high level of individual performance and for their efforts toimprove the overall performance of the Company with the objective of achieving sustainedgrowth of the Company and creation of shareholder's value by aligning the interests of theeligible employees with the long-term interests of the Company pursuant to a resolutiondated September 1
2020 passed by the Board of Directors and resolution dated September 29 2020 passed bythe shareholders approval was accorded to 2020 ESOP Scheme to offer issue and allotequity shares to the eligible employees. The total number of stock options that can begranted pursuant to 2020 ESOP Scheme is 6645150 (Sixty Six Lakh Forty Five Thousand OneHundred Fifty) options in respect of 6645150 (Sixty Six Lakh Forty Five Thousand OneHundred Fifty) equity shares. The Company has received in - principle approvals on January15
2021 and January 28 2021 from BSE and NSE respectively under Listing Regulations forthe listing of the equity shares to be issued pursuant to the 2020 ESOP Scheme.
Applicable disclosures as stipulated under the SEBI (Share Based Employee Benefits)Regulations 2014 with regard to 2020 ESOP Scheme are provided as Annexure-6 tothis report and are available on the Company's websitehttps://www.maxhealthcare.in/investors/corpo rate- announcements
The 2020 ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits)Regulations 2014 as amended from time to time and the related resolution passed by themembers of the Company on September 29 2020. The certificate in this regard from theStatutory Auditors shall be placed at the ensuing AGM for inspection by the members.
MATERIAL CHANGES AND COMMITMENTS
Except as disclosed elsewhere in this Annual Report there have been no material changeand/or commitment have occurred which can affect the financial position of the Companybetween April 01 2021 and the date of signing of this Board Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards (SS) viz. SS-1 &SS-2 on Meetings of the Board of Directors and General Meetings respectively.
Your Directors state that there being no transactions with respect to following itemsduring the year under review no disclosure or reporting is required in respect of thesame:
1. Deposits from the public falling within the ambit of Section 73 of the Act and theCompanies (Acceptance of Deposits) Rules 2014.
2. I ssue of equity shares with differential rights as to dividend voting orotherwise.
3. I ssue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this report.
4. The Chairman & Managing Director of the Company has not received anyremuneration or commission from any of
its subsidiaries. As on March 312021 there is no wholetime Director in the Company.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
6. Buy-back of shares or under Section 67(3) of the Act.
7. No application was made or any proceeding is pending under the Insolvency andBankruptcy Code 2016.
8. No settlements have been done with banks or financial institutions.
Your Directors acknowledge with gratitude the co-operation and assistance received fromthe Central Government State Governments and all other Government agencies andencouragement they have extended to the Company.
Your Directors also thank the Shareholders Financial Institutions Banks/ otherLenders Customers Vendors and other Stakeholders for their confidence in the Company andits Management and look forward for their continuous support.
Your Directors also take this opportunity to extend a special thanks to the medicalfraternity and patients for their continued cooperation patronage and trust reposed inthe Company.
The Board wishes to place on record its appreciation for the dedication and commitmentof the Company's employees at all levels which has continued to be our major strength.
For and on behalf of the Board
| ||Sd/- |
| ||Abhay Soi |
|Date : May 28 2021 ||DIN: 00203597 |
|Place: New Delhi ||Chairman & Managing Director |