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Narayana Hrudayalaya Ltd.

BSE: 539551 Sector: Health care
NSE: NH ISIN Code: INE410P01011
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VOLUME 6112
52-Week high 675.10
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P/E 260.57
Mkt Cap.(Rs cr) 13,046
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OPEN 635.00
CLOSE 642.45
VOLUME 6112
52-Week high 675.10
52-Week low 380.05
P/E 260.57
Mkt Cap.(Rs cr) 13,046
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Narayana Hrudayalaya Ltd. (NH) - Director Report

Company director report

Dear Members

Your Directors have immense pleasure in presenting their 21st Annual Reporton the business and operations of the Company along with the audited financial statementsfor the financial year ended March 31 2021.

1. FINANCIAL SUMMARY/HIGHLIGHTS PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

( H in Million except per share data)

Particulars Consolidated Standalone
2020-21 2019-20 2020-21 2019-20
Income
Revenue from Operations 25823.46 31278.09 16539.29 22393.51
Other Income 281.76 237.64 764.99 241.42
Total Income 26105.22 31515.73 17304.28 22634.93
Total Expenditure* 24002.42 27048.99 16850.49 19826.60
Earnings Before Interest Tax 2102.80 4466.74 453.79 2808.33
Depreciation and Amortisation and Exceptional items
Less: Interest & Depreciation 2595.10 2710.69 1663.65 1768.29
Less: Exceptional items - (108.70) - -
Profit/(Loss) before tax (492.30) 1647.35 (1209.86) 1040.04
Less: Income Tax (412.73) 422.53 (423.13) 362.61
Profit/(Loss) After Tax (74.57) 1224.82 (786.73) 677.43
Add: Share of Profit/(Loss) in (68.37) (34.30) - -
Associate (Net)
Profit/(Loss) for the year (142.94) 11920.52 (786.73) 677.43
Add: Other Comprehensive Income (20.17) 46.58 18.02 (46.00)
Net Profit/(Loss) (163.11) 1237.10 768.71 631.43
Earnings Per Share (Basic) (0.70) 5.86 (3.88) 3.34
Earnings Per Share (Diluted) (0.70) 5.86 (3.88) 3.34

*Expenses before depreciation and amortisation finance costs and exceptional items.

2. PERFORMANCE OVERVIEW

Standalone Operations

• During the year under review the total income of the company decreased from H22634.93 Million in 2019-20 to H 17304.28 Million in 2020-21.

• Earnings Before Interest Tax Depreciation and Amortization and ExceptionalItems decreased from H 2808.33 Million in 2019-20 to H 453.79 Million in 2020-21.

• The company incurred loss of H 786.73 Million in 2020-21 vis-a-vis profitof H 677.43 Million in 2019-20.

Consolidated Operations

• During the year under review the total income of the company decreased from H31515.73 Million in 2019-20 to H 26105.22 Million in 2020-21.

• Earnings Before Interest Tax Depreciation and Amortization and ExceptionalItems decreased from H 4466.74 Million in 2019-20 to H 2102.80 Million in2020-21.

• Profit for the year decreased from H 1190.52 Million in 2019-20 to lossof H 142.94 Million in 2020-21.

Your Company continues to emphasise on maintaining the highest standards of clinicalexcellence patient care and satisfaction. With regards to accountability and governanceyour Company continues to ensure an environment of transparency and responsibility whileaiming for the highest standards of corporate governance and trust.

3. TRANSFER TO RESERVES

Dividend and transfer to reserves

Based on the Company’s performance the Board has not recommended any dividend forthe financial year under review.

Pursuant to SEBI’s notification dated July 8 2016 the Board of Directors of theCompany have formulated a Dividend Distribution Policy ("the policy"). Thepolicy is also available on our website (URL: https://www.narayanahealth.org/sites/default/files/download/codes-policies/DIVIDEND-DECLARATION-POLICY-website.pdf).

4. SUBSIDIARY AND ASSOCIATE COMPANIES

Review of performance of Subsidiaries and Associate Companies

As on March 31 2021 the Company has 11 Subsidiary Companies and 2 AssociateCompanies. Pursuant to Certificate of Merger issued by the office of Registrar ofCompanies Cayman Islands effective April 1 2021 our wholly owned subsidiary companyNarayana Cayman Holdings Ltd. has merged with its step-down subsidiary Health City CaymanIslands Ltd. Consequently the Company currently has 10 Subsidiary Companies and 2Associate Companies. Except Health City Cayman Islands Ltd. none of the other subsidiarycompanies is a Material Subsidiary within the meaning of Material Subsidiary as definedunder the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 asamended from time to time.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of the Financial Statements of the Company’sSubsidiaries and Associates in Form AOC-1 that forms part of this Report is attached as AnnexureI.

Pursuant to Section 129 of the Companies Act 2013 the Consolidated FinancialStatements of the Company prepared in accordance with the relevant Accounting Standardsspecified under Section 133 of the Companies Act 2013 read with the Rules madethereunder forms part of this Annual Report.

Further pursuant to provisions of Section 136 of the Companies Act 2013:

i. The Annual Report of the Company containing therein its standalone and consolidatedfinancial statements are available on the Company’s website i.e. https://www.narayanahealth.org/stakeholder-relations/annual-reports.

ii. The audited financial statements of Subsidiary Companies are available on thewebsite of the Company i.e. https://www.narayanahealth.org/stakeholder-relations/annual-reports.

The brief details of all the Subsidiary and Associate Companies are as follows:

i. Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL)

NHSHPL is a wholly owned subsidiary of the Company and is engaged in the business ofoperating and maintaining hospitals clinics health centers nursing homes and otherrelated activities. This subsidiary operates a multispecialty hospital in Mysore offeringa wide range of services across specialties which includes cardiology cardiac surgerynephrology urology neurology neuro-surgery endocrinology orthopedics internalmedicines obstetrics gynecology pediatrics neonatology gastroenterology and oncologyto name a few. The subsidiary also operates and runs the Dharamshila NarayanaSuperspecialty Hospital in Delhi under a Service Agreement with Dharamshila CancerFoundation and Research Centre. Further other financial information is included in FormAOC-1.

ii. Meridian Medical Research & Hospital Limited (MMRHL)

MMRHL is a subsidiary of the Company and is engaged in the business of operation ofhospitals clinics health centers and other related activities. This subsidiary operatestwo hospitals in Howrah offering multispecialty and super-specialty healthcare serviceswhich includes nephrology urology neurology neurosurgeryetc. Further other financialinformation is included in Form AOC-1.

iii. Narayana Vaishno Devi Specialty Hospitals Private Limited (NVDSHPL)

NVDSHPL is a wholly owned subsidiary of the Company and is engaged in the business ofproviding healthcare services of superior quality with state-of-the-art technologyclinics health centers diagnostic centers and other related activities. This subsidiaryoperates a hospital at Kakryal near Katra in Jammu which caters to patients across morethan 20 different specialties with radiology obstetrics & gynecology oncology etc.Further other financial information is included in Form AOC-1.

iv. Narayana Hospitals Private Limited (NHPL)

NHPL is a wholly owned subsidiary of the Company and is authorised to engage in thebusiness of operation of hospitals clinics health centers nursing homes and otherrelated activities. This subsidiary is yet to commence operations. Further otherfinancial information is included in Form AOC-1.

v. Narayana Institute for Advanced Research Private Limited (NIARPL)

NIARPL is a wholly owned subsidiary of the Company and is authorised to engage in thebusiness of research and development work connected with faculty of medicines andoperation of hospitals clinics health centers nursing homes and other relatedactivities. This subsidiary is yet to commence operations. Further other financialinformation is included in Form AOC-1.

vi. Narayana Health Institutions Private Limited (NHIPL)

NHIPL is a wholly owned subsidiary of the Company and is authorised to engage in thebusiness of running medical colleges and operation of hospitals clinics health centersnursing homes and other related activities. This subsidiary is yet to commence operations.Further other financial information is included in Form AOC-1.

vii. NH Health Bangladesh Private Limited (NHBPL)

NHBPL is a step-down subsidiary of the Company incorporated on July 22 2018 and isauthorised to engage in the business of running and operation of hospitals clinicshealth centers nursing homes and other related activities. NHBPL has commenced theoperation of a Heart Centre in Bangladesh during the financial year 2019-20. Furtherother financial information is included in Form AOC-1.

viii. Narayana Cayman Holdings Limited (NCHL)

NCHL was a wholly owned subsidiary of the Company with the power and authority to carryout any object not prohibited by the Companies Law of the Cayman Islands. Further otherfinancial information is included in Form AOC-1. This subsidiary has ceased to exist fromApril 1 2021 pursuant to its merger with Health City Caymans Islands Ltd.

ix. Narayana Holdings Private Limited (Narayana Holdings)

Narayana Holdings Private Limited Mauritius is 100% step-down subsidiary of theCompany incorporated in the Republic of Mauritius in April 2016. Further other financialinformation is included in Form AOC-1.

x. Health City Cayman Islands Limited (HCCI)

HCCI is a Company incorporated in Cayman Islands and operates a hospital in CaymanIslands. HCCI was a 100% step down subsidiary of the Company during the year under review.HCCI is a Material Subsidiary within the meaning of Material Subsidiary as defined underSEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015. HCCI became a direct wholly owned subsidiary of the Companyeffective April 1 2021 pursuant to merger of its immediate holding company NCHL withHCCI. Further other financial information is included in Form AOC-1.

xi. Narayana Health North America LLC

Narayana Health North America LLC is a subsidiary Company incorporated in DelawareUnited States of America on April 9 2019. The Company commenced its operations during theyear. Further other financial information is included in Form AOC-1.

Associate Companies

i. Cura Technologies Inc (Cura)

Cura is an Associate Company incorporated in the State of Delaware USA in which theCompany holds 43.80% of common stock of the Associate Company through NCHL and theremaining shares are held by Mr. Samir Mitra and others. This company is engaged in thebusiness of developing software and technology to transform delivery of patient care.Further other financial information is included in Form AOC-1.

ii. ISO Healthcare

ISO Healthcare is an Associate Company incorporated in Mauritius in which the Companyholds 18.52% of the equity shares through its step-down subsidiary Narayana Holdings.Further other financial information is included in Form AOC-1

The Company has adopted a Policy for determining Material Subsidiaries in line withRegulation 16 of the SEBI Listing Regulations. The Policy as approved by the Board isuploaded on the Company’s Website (URL: https://www.narayanahealth.org/sites/default/files/download/codes-policies/Policy_for_material_ subsidiary.pdf)

5. SHARE CAPITAL

As on March 31 2021 the Authorized Share Capital of the Company is H 3800.00 Millioncomprising of 309000000 Equity Shares of H 10 each and 71000000 Preference Shares ofH 10 each. The Paid-up Share Capital is H 2043.61 Million comprising of 204360804Equity Shares of H 10 each.

6. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:

i) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures if any.

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively.

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.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant Board Committees including the Audit Risk and ComplianceCommittee the Board is of the opinion that the Company’s internal financial controlswere adequate and effective during FY 2020-21.

7. BOARD OF DIRECTORS AND COMMITTEES

Composition of Board of Directors and changes thereof

As on March 31 2021 the composition of your Company’s Board has an idealcombination of Executive Non-Executive and Independent Directors and thereby ensuringseparation of management and governance while maintaining its independence. In compliancewith the terms of the SEBI Regulations Independent Directors constitute more than 50% ofthe Board strength including an independent woman director as required to be appointed bytop 500 listed entities.

From January 18 2021 Upto January 17 2021
Type of Directorship No. of Directors % of Board Strength No. of Directors % of Board Strength
Executive Directors 3 33.33% 3 30.00%
Non- executive & Non- independent Directors 1 11.11% 1 10.00%
Independent Directors 5 55.55% 6 60.00%
Total 9 100.00% 10 100.00%

The Composition of the Board and Committees of the Board along with the changes incomposition during the year is detailed in the Corporate Governance Report which forms apart of this Report.

Resignation

During the year under review Mr. Manohar D Chatlani resigned from the position ofIndependent Director of the Company with effect from January 18 2021.

Retirements

Mr. Viren Prasad Shetty Whole-time Director and Group COO is retiring by rotation atthe ensuing Annual General Meeting and being eligible has offered himself forre-appointment.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013 the KeyManagerial Personnel (KMPs) of the Company are:

Name of the KMPs Position held in the Company
1. Dr. Emmanuel Rupert Managing Director and Group CEO
2. Mr. Kesavan Venugopalan Group Chief Financial Officer
3. Mr. Sridhar S Group Company Secretary Legal & Compliance Officer

Committees and their Constitution

As required under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has formed four Committees vizStakeholders’ Relationship Committee Audit Risk and Compliance CommitteeNomination and Remuneration Committee and Corporate Social Responsibility Committee andthe details of membership of the Committees are disclosed in Corporate Governance Reportwhich forms a part of Board’s Report.

Keeping in view the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as amended from time to timethe Board reviews the Terms of Reference of these Committees and the nomination of BoardMembers to various Committees. The recommendations if any of these Committees aresubmitted to the Board for approval.

Number of meetings of the Board

The meetings of the Board are scheduled at regular intervals to decide and discuss onthe business performance policies strategies and other matters of significance. Theschedule of the meetings is circulated in advance to ensure proper planning and effectiveparticipation in meetings. In certain exigencies decisions of the Board are also accordedthrough circulation.

The Board during the financial year under review met six (6) times. Detailedinformation regarding the meetings of the Board and meetings of the Committees of theBoard is included in the Report on Corporate Governance which forms a part of Board’sReport.

8. COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

Company’s policy on Directors’ appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 is uploaded on the Company’sWebsite (URL:https://www.narayanahealth.org/sites/default/files/download/codes-policies/Nomination-and-Remuneration-Policy.pdf).

9. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY

A declaration of independence in compliance with Section 149(6) of the Companies Act2013 has been taken on record from all the Independent Directors of the Company.

10. PERFORMANCE EVALUATION OF DIRECTORS

Pursuant to the provisions of the Companies Act 2013 and Regulations 17 and 19 of theSEBI (Listing Obligations and

Disclosure Requirements) Regulations 2015 evaluation of performance of everydirector Board and the Chairman was carried out by the Nomination and RemunerationCommittee. The Chairman of the respective committees reviewed the performance of therespective committees. The performance evaluation of Non-Independent Directors and Boardas a whole Committees thereof and Chairman of the Company was also carried out by theIndependent Directors through a separate meeting of the Independent Directors. Evaluationof Independent Directors was carried out by the entire Board of Directors excluding theDirector being evaluated.

The evaluation was carried out on the basis of response of the Directors to astructured questionnaire covering various aspects of Board performance such as Boardcomposition and expertise Board oversight strategy and direction Corporate Governanceand Board administration Board oversight during COVID-19 and inputs shared by theDirectors at the meeting.

11. RELATED PARTY TRANSACTIONS

The Company has taken necessary approvals as and when required as per the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.The details of the transactions entered into with the Related Parties are stated in thenotes to accounts and also in Form AOC-2 as prescribed under the Companies Act 2013which is annexed herewith as Annexure II.

12. CORPORATE SOCIAL RESPONSIBILITY

Your Company has formulated a Corporate Social Responsibility Policy (CSR Policy) whichis available on the website of the Company at (URL:https://www.narayanahealth.org/sites/default/files/download/nh_investor_relations/Corporate-Social-Responsibility-Policy.pdf).

Your Company is building a robust support structure to empower the less privilegedsections of society. Through its community outreach programs your Company is building theinfrastructure necessary to bring about the changes to ensure improved health andwell-being for the community. As a responsible corporate citizen your Company undertookseveral social welfare initiatives during the year under review. The Annual Report on CSRactivities for 2020-21 as required under the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 has been appended as Annexure - III and forms integral part ofthis Report.

13. PARTICULARS OF EMPLOYEES

The statement containing particulars in terms of Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 forms part of this Annual Report and is appended herewith as AnnexureIV to the Boards’ Report.

The statement containing particulars in terms of Section 197(12) of the Companies Act2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forms part of this Annual Report. Considering the firstproviso to Section 136(1) of the Companies Act 2013 the Annual Report excluding theaforesaid information is being sent to the Members of the Company and others entitledthereto. The said information is available for inspection at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. Any shareholder interested in obtaining a copy thereof may writeto the Secretarial Team of the Company in this regard.

14. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is detailed in Annexure V

15. CORPORATE GOVERNANCE

Your Company places utmost importance on its fiduciary role as a guardian ofstakeholders’ interest and strives to achieve a mutually aligned objective of valueand wealth creation for all interested parties. The Board and the Management humblyacknowledges this role and continues to propagate this belief through all layers of theorganization to create an environment of accountability and trust.

These responsibilities continue to be the focus of its attention through the tumultuousride along the path of expansion ensuring the highest standards of ethics and integrityin all its business dealings while avoiding potential conflicts of interest. The result ofthis is a corporate structure which serves its ever-expanding business needs whilemaintaining transparency and adherence to the above stated beliefs.

A Report on Corporate Governance including Certificate from CEO and CFO as perRegulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015has been appended as Annexure - VI and forms integral part of this Report.

Further a certificate from M/s. Ganapathi and Mohan (Firm Registration NumberP2002KR57100) Bengaluru affirming the compliance with the various provisions of theCorporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to this Report as Annexure VII.

16. BUSINESS RESPONSIBILITY REPORT

The Board of Directors of the Company has adopted the Business Responsibility Policy ofthe Company at its meeting held on May 29 2017 which is available on our websitei.e. https://www. narayanahealth.org/sites/default/files/download/codes-policies/Business-Responsibility-Policy.pdf

Details of the various initiatives taken by the Company towards the wellbeing ofconsumers employees and the equitable development of the society at large sustainabilityof the environment etc. are given separately in the Business Responsibility Reportattached in Annexure VIII.

17. AUDITORS

A. Statutory Auditors

M/s. Deloitte Haskins & Sells LLP (Firm Registration Number 117366W/W-100018)Chartered Accountants Bengaluru are the statutory auditors of the Company who wereappointed at the 17th Annual General Meeting of the Company held on August 3 2017 for aperiod of 5 years.

Auditor’s Report

The Auditors’ have issued an unmodified Report for the year ended March 31 2021and hence do not call for any comments from the Management under Section 134 of theCompanies Act 2013.

B. Cost Auditors

The Board has approved the appointment of M/s. PSV & Associates Cost Accountantshaving Firm Registration Number 000304 as the Cost Auditor of the Company for thefinancial year 2021-22 at a remuneration of H300000 (Rupees Three lakhs) onlyexclusive of taxes and reimbursement of out-of-pocket expenses incurred if any inconnection with the cost audit.

The Board of Directors of the Company proposes the ratification of remuneration of M/s.PSV & Associates Cost Accountants as the Cost Auditor of the Company for financialyear 2021-22 at the ensuing Annual General Meeting.

C. Secretarial Auditor

The Company has appointed M/s. Ganapathi and Mohan (Firm Registration NumberP2002KR57100) Practicing Company Secretaries to undertake the Secretarial Audit of theCompany for financial year 2020-21. The Report of the secretarial audit is annexedherewith as Annexure IX.

Pursuant to Regulation 24A of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 every listed entity and its material unlistedsubsidiaries incorporated in India shall undertake secretarial audit and shall annex withits Annual Report a Secretarial Audit Report given by a Company Secretary in Practice.The Company in this regard has received the secretarial audit report from M/s. Ganapathi& Mohan Practicing Company Secretaries having their office at No. 31 Vidya Bhavan3rd Floor West Anjaneya Temple Street Basavanagudi Bangalore – 560 004 (and saidReport is annexed herewith as Annexure X.

There is no qualification reservations or adverse remarks made by M/s. Ganapathi andMohan Practicing Company Secretaries Secretarial Auditor of the Company in theirSecretarial Audit Report.

The Institute of Company Secretaries of India had revised the Secretarial Standards onMeetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings(SS-2) with effect from October 1 2017. The Company has devised proper systems toensure compliance with its provisions and is in compliance with the same.

18. INTERNAL AUDIT SYSTEMS

Your Company has continued its engagement with M/s. Ernst

& Young LLP Chartered Accountants to conduct internal audit across theorganization during the year under review. We also have an in-house internal audit team tosupplement and support the efforts of M/s. Ernst & Young LLP.

19. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

The second wave of the pandemic has impacted the business with consolidated operationalrevenue for April 2021 registering a decline of around 7% from March 2021. Since thenthere has been decline in the operational trends for May given the rapid increase in COVIDcases across all regions of the country. However the official total positivity rate forIndia has been registering a steady decline to below 10% as on May 24th compared to a highof 27% on May 5th. We believe that June will experience a material improvementover May on the basis of reduced covid admissions and increase in patients coming in forelective surgeries. Cashflows is being well managed given ample liquidity on books aidedby efficient working capital management and profitability during the period.

20. DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

21. PARTICULARS OF LOANS SECURITIES GUARANTEES AND INVESTMENTS

The loans given security provided guarantees given and investments made by theCompany under Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

22. EMPLOYEE STOCK OPTION PLAN

The Company has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP)2015 pursuant to the approval of the Board on September 7 2015 and the approval ofShareholders on September 12 2015. The Plan is administered by the Nomination andRemuneration Committee through Narayana Health Employees Benefit Trust. Pursuant to Rule12(9) of the Companies (Share Capital and Debentures) Rules 2014 read with Regulation 14of SEBI (Share Based Employee Benefits) Regulations 2014 the details of the EmployeeStock Option Plan are annexed as Annexure XI to this Report.

23. THE EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act 2013 theAnnual Return as on March 31 2021 is available on the Company’s website onhttps://www. narayanahealth.org/stakeholder-relations/annual-return

24. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS

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

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company’s operational and financial performance as wellas the initiatives taken by the Company in its key functional areas are separatelydiscussed in this Annual Report.

26. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has developed a Whistle Blower Policy with a view to provide a mechanismfor employees and Directors of the Company to voice their concerns and grievances in aresponsible manner. The policy of vigil mechanism is available on the Company’swebsite at https://www.narayanahealth.org/sites/default/files/download/nh_investor_relations/Whistle%20 Blower%20Policy.pdf

Further details of the same are provided in Corporate Governance Report attached tothis Report.

27. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has in place a Policy on prevention of sexual harassment in workplaceframed under Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committees (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. Below is the report on the samecontaining details of number of cases filed their disposal nature of action takennumber of cases pending and number of workshop/awareness sessions conducted.

No. of cases reported No. of cases disposed Nature of Action Taken No. of cases pending No. of workshops conducted (Induction & Refresher) No. of participants
9 9 Out of 9 cases in 2 cases the services of the respondents were terminated. 6 cases have been settled through conciliation and warning letters issued to the concerned party. 1 case has been withdrawn. Nil 134 3062

28. RISK MANAGEMENT POLICY

The Board of Directors of the Company at their meeting held on October 31 2018 hasdecided to entrust the Audit Risk and Compliance Committee to perform the role of a RiskManagement Committee in terms of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and has amended the Terms of Reference of the Committeesuitably to include the following:

i. To assist the Board of Directors in meeting its responsibility of oversight onidentification evaluation mitigation and resolution of strategic operationalfinancial reputational and compliance risks.

ii. To approve Risk Management Policy of the Company and review the same annually tokeep it updated to address varying nature and dynamics of risks faced by the Company fromtime-to-time.

iii. To review management’s assessment of risk at least once in a year and providean update to the Board in this regard.

The Audit Risk and Compliance Committee also meets the requirement of composition andother stipulations in terms of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Company has implemented Enterprise Risk Management wherein business units andcorporate functions review and address risks with the oversight of the Audit Risk &Compliance Committee and the Board of Directors. This is being facilitated by the InternalAudit team of the Company. The Risk Management Policy of the Company is available on ourwebsite i.e. https://www.narayanahealth.org/sites/default/files/download/codes-policies/Risk-Management-Policy.pdf

29. DECLARATION ON CODE OF CONDUCT

The Company has adopted the Code of Conduct for all its Senior Management Personnel andDirectors and the same is affirmed by all the Board Members and Senior ManagementPersonnel as required under Regulation 34 read with Part D of Schedule V of the SEBI(Listing Obligations and Disclosure

Requirements) Regulations 2015. A declaration signed by Dr. Emmanuel Rupert ManagingDirector and Group CEO of the Company affirming the compliance with the Code of Conduct ofthe Company for the financial year 2020-21 has been annexed as part of this Report.

30. ACKNOWLEDGEMENT

Your Directors are grateful for all the help guidance and support extended to them bypatients bankers suppliers and investors. Your Directors also wish to thank the medicalprofessionals and employees at each level for their hard work commitment and performanceduring the year. Your

Directors wish to recognize the exemplary untiring selfless and dedicated servicesrendered by the clinical staff including doctors paramedics nurses and clinical supportfunctions in effectively fighting the COVID-19 pandemic.

Dr. Devi Prasad Shetty For and on behalf of the Board
Chairman Dr. Emmanuel Rupert
DIN: 00252187 Managing Director and Group CEO
Place: Bengaluru DIN: 07010883
Date: May 31 2021

Declaration on Code of Conduct

To

The Members of

Narayana Hrudayalaya Limited

I Dr. Emmanuel Rupert Managing Director and Group CEO declare that all the Membersof the Board of Directors and Senior Management Personnel have affirmed compliance withthe Code of Conduct for the financial year ended March 31 2021.

Place: Bengaluru For Narayana Hrudayalaya Limited
Date: May 31 2021 Dr. Emmanuel Rupert
Managing Director and Group CEO
DIN: 07010883

.