Aster DM Healthcare Ltd Directors Report.

Dear Shareholders,

Your Directors have immense pleasure in presenting the Twelfth Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended March 31, 2020.

1. RESULTS OF OPERATION AND STATE OF AFFAIRS

Financial Results

Particulars

Standalone

Consolidated

2020 2019 2020 2019
Revenue from operations 760.42 594.78 8,738.50 7,962.71
Other income 114.51 84.15 37.87 34.62
Total income 874.93 678.93 8,776.37 7,997.33
Total expenditure 810.32 628.89 8,426.50 7,585.31
Profit/(loss) before exceptional items and tax 64.61 50.04 349.87 412.02
Exceptional item - (1.52) (19.64) (1.52)
Profit/(loss) before tax 64.61 48.52 330.23 410.50
Share of net profit/ (loss) of equity accounted investees - - (0.19) (0.25)
Profit/(loss) before tax 64.61 48.52 330.04 410.25
Less: Tax expense 4.00 0.45 15.38 42.94
Profit for the year 60.61 48.07 314.66 367.31
Other comprehensive income/(loss), net of taxes (0.25) 0.57 144.61 62.41
Total comprehensive income/ (loss) 60.36 48.64 459.27 429.72
Profit attributable to
Owners of the company 60.61 48.07 276.61 333.11
Non-controlling interest - - 38.05 34.20
Total 60.61 48.07 314.66 367.31
Total comprehensive income attributable to
Owners of the company 60.36 48.64 405.42 389.85
Non-controlling interest - - 53.85 39.87
Total 60.36 48.64 459.27 429.72
Earnings per share
Basic 1.21 0.96 5.51 6.63
Diluted 1.21 0.96 5.50 6.62

Financial position

Particulars

Standalone

Consolidated

2020 2019 2020 2019
Cash and cash equivalents 15.55 3.49 150.80 227.64
Trade receivables 44.78 35.22 2,366.44 2,028.70
Other current assets 112.76 294.25 1,578.43 1,360.35
Total current assets 173.09 332.96 4 ,095.67 3,616.69
Property, plant and equipment (including capital work in progress) 868.41 821.01 4,261.93 3,872.01
Goodwill - - 1,068.74 839.65
Other intangible assets 3.25 1.79 216.60 126.89
Other non-current assets 2,508.25 2,221.06 2794.90 481.17
Total non-current assets 3,379.91 3,043.86 8,342.17 5,319.72
Total Assets 3,553.00 3,376.82 12,437.84 8,936.41
Non-current liabilities 359.81 198.22 4 ,997.25 2,589.00
Current liabilities 262.59 198.32 3 ,722.08 2,667.59
Total current and non-current liabilities 622.4 396.54 8,719.33 5,256.59
Equity 499.52 505.23 499.52 505.23
Other equity 2,431.08 2,475.05 2,772.62 2,708.53
Non-controlling interest - - 446.37 466.06
Total equity 2,930.60 2,980.28 3 ,718.51 3,679.82
Total equity and liabilities 3,553.00 3,376.82 12,437.84 8,936.41

Performance Overview

During the year under review the Company reported, on a consolidated basis, a total income from operations of RS 8,738.50 crores as compared to RS 7,962.71 crores registering a year on year growth of 9.74%. Of the total revenues from operations for fiscal 2020, our hospital segment accounted for RS 4,572.78 crores, our clinic segment accounted for RS 2,006.13 and our retail pharmacy segment accounted for RS 2,143.11. Our operations in India, which primarily consist of hospitals, accounted for RS 1,612.70 crores of our total revenues from operations for the year ended March 31, 2020.

Our strategies for the financial year 2020-2021 are explained in the Management Discussion and Analysis, which forms part of this Annual Report.

2. TRANSFER TO RESERVES

There are no appropriations to/from the general reserves of the Company during the year under review.

An amount of RS 120 crores was utilized for buyback of shares, RS 1.56 crores was charged as transaction costs relating to buyback and RS 5.71 crores was transferred to the Capital Redemption Reserve upon buyback in accordance with Section 69 of the Companies Act, 2013.

3. DIVIDEND

Your Directors wish to conserve resources for future expansion and growth of the Company, hence they have decided to plough back the profits and thus do not recommended any dividend for the financial year under review.

In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosures Requirements) Regulations (“Listing Regulations"), the Company has adopted Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the Shareholders and/or retaining profits earned by the Company. The detailed Policy is annexed to this report as Annexure 1 and is also available on the website of the Company at www.asterdmhealthcare.com/investors.

4. SHARE CAPITAL

During the year under review the Company has bought back a total number of 57,14,285 equity shares under the Buyback Offer on a proportionate basis through tender offer route at a price of RS 210 per equity share. Consequent to the buyback of shares by the Company, the paid-up equity share capital of the Company stands at RS 499.51 Crores consisting of 49,95,13,060 equity shares of RS 10 each as on March 31, 2020. Further, the Company has not issued any shares with differential voting rights or any sweat equity shares. Details of Employee Stock Options granted by the Company are provided separately in annexure to this report.

As on March 31, 2020, except Dr. Azad Moopen who holds 17,33,536 equity shares, Mr. T J Wilson who holds 27,10,356 equity shares, Mr. Shamsudheen Bin Mohideen Mammu Haji who holds 56,61,732 equity shares, Mr. Anoop Moopen who holds 11,65,910 equity shares and Ms. Alisha Moopen who

holds 1,69,122 no other Directors hold any equity shares or preference shares in the Company.

During the year under review, the Company has not issued any bonus shares or rights shares.

5. PUBLIC DEPOSITS

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

6. LOANS, GUARANTEE AND INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure relating to loans/advances given, guarantees provided and investments made are provided as part of the financial statements.

7. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company along with its subsidiaries are engaged in the business of setting up hospitals, clinics and pharmacies in India and GCC. At the beginning of the year your Company had 8 direct subsidiaries, 63 step-down subsidiaries and 5 associate companies. As on March 31, 2020 the Company has 9 direct subsidiaries, 67 step-down subsidiaries and 4 associate companies. Your Company has no joint ventures as on March 31, 2020. There has been no material change in the nature of the business of the subsidiaries.

Following entities have become subsidiaries, step-down subsidiaries/ associates of the Company during the reporting period:

a. Aster Clinical Lab LLP

b. Ezhimala Infrastructure LLP

c. Alfaone FZ LLC

d. Grand Optics LLC

e. Premium Healthcare Limited

f. Wahat Al Aman Home Healthcare LLC

g. Emed Human Resources India Private Limited

Pursuant to provisions of section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is annexed as Annexure 2 to this report.

8. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the Company has formulated a policy on dealing with Related Party Transactions, which is also available on the Companys website at www.asterdmhealthcare. com/investors. The policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions on yearly basis for transactions which are of repetitive nature and /or entered in the ordinary course of business.

No material related party transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements, were entered into by the Company during the year.

A statement giving details of all related party transactions entered pursuant to the omnibus approval so obtained is placed before the Audit Committee for their review on a quarterly basis. Disclosures as required under Section 134(3) (h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as specified under Companies Act, 2013 which is annexed as Annexure 3 to this report.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134 (5) of the Companies Act, 2013 the Directors confirm that:

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

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments

• The Board of Directors on recommendation of the Nomination and Remuneration Committee, appointed Mr. Chenayappillil John George (DIN: 00003132) as an Additional Director (Non-Executive Independent) on the Board of the Company with effect from April 11, 2020 for a term of three years subject to approval of the Members at the ensuing Annual General Meeting of the Company. The Notice of 12th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

Reappointments

• In accordance with Articles of Association, Mr. Daniel Robert Mintz (DIN: 00960928), Director who retired by rotation was re-appointed as Director at the 11th Annual General Meeting of the Company held on August 08, 2019.

• The Members of the Company at the Annual General Meeting held on August 08, 2019 passed special resolution for the re-appointment of Dr. Azad Moopen (DIN:00159403) as Managing Director of the Company for a period of 5 years subject to approval of the Central Government. The Central Government has granted approval under section 196 read with Part-I (e) of schedule-V of the Companies Act, 2013 vide letter reference no. SRN H95544425/02/2019-CL- VII dated February 27, 2020 for the re-appointment of Dr. Azad Moopen as Managing Director of the Company with effect from December 01, 2019 for a period of 3 years, 4 months and 13 days i.e upto April 14, 2023 on which date Dr. Azad Moopen shall be attaining the age of 70 years.

As per the proviso to section 196 (3) (a) of the Companies Act, 2013, a Company is required to obtain the approval of the Members by the way of a special resolution for appointing a person as a Managing Director, who has attained the age of 70 years. Based on the aforementioned provisions, the Company shall seek necessary approvals in future for continuing the appointment of Dr. Azad Moopen as Managing Director after April 14, 2023.

• In accordance with Articles of Association, Mr. Anoop Moopen (DIN: 02301362), Director shall retire by rotation at the ensuing Annual General Meeting. The Director being eligible offers himself for re-appointment. The Notice of 12th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

Resignations

• During the year under review Mr. Maniedath Madhavan Nambiar (DIN: 01122411) had resigned as Non-Executive Independent Director of the Company with effect from the close of the business hours on February 11, 2020.

Retirements

• Mr. Ravi Prasad (DIN: 07022310) and Mr. Daniel James Snyder (DIN:02298099), Non-Executive Independent Directors of the Company had retired from the Board of Directors of the Company on completion of their term of 5 years with effect from the close of the business hours on April 20, 2020.

Change in Designation

• The Board of Directors, on recommendation of the Nomination and Remuneration Committee at their meeting held on August 07, 2019 has recommended the appointment of Ms. Alisha Moopen (DIN: 02432525) as Deputy Managing Director of the Company for a period of 5 years. The Members of the Company passed a special resolution vide Postal ballot results dated October 14, 2019 to appoint Ms. Alisha Moopen as Deputy Managing Director of the Company for a period of 5 years with effect from August 07, 2019 subject to approval of the Central Government. The Company has applied for the approval of the Central Government under section 196 read with Part-I (e) of schedule-V of the Companies Act, 2013 and approval is awaited.

Key Managerial Personnel

In terms of the provisions of Section 203 of the Companies Act,

2013, the Company has appointed the following Key Managerial

Personnel:

Name of the Key Managerial Personnel Designation
1 Dr. Azad Moopen Chairman and Managing Director
2 Ms. Alisha Moopen Deputy Managing Director
3 Mr. Sreenath Reddy Group Chief Financial Officer
4 Ms. Puja Aggarwal Company Secretary and Compliance Officer

11. COMMITTEES OF DIRECTORS

The Company has constituted committees as required under the Companies Act, 2013 and the Listing regulations, the details of the said Committees forms part of the Corporate Governance Report.

12. BOARD EVALUATION

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations the evaluation of Board of Directors was conducted for the financial year 2019-20.

The evaluation was conducted by engaging an external independent firm having the requisite expertise in this field. An online questionnaire method was adopted for evaluation based on the criteria formulated by the members of the Nomination and Remuneration Committee (“NRC"). The evaluation was made to assess the performance of individual Directors, committees of Board, Board as a whole and the Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence of judgement, integrity and confidentiality, etc were the criterion based on which the performance evaluation was conducted. Further, the evaluation of Management was conducted based on the factors such as timeliness in the flow of information, transparency and quality of information provided to the Board for decision making, adoption of suggestions provided by the Board etc.

The Independent Directors at their meeting held on April 02, 2020, reviewed the performance of the Non-Independent Directors, Committees of the Board, the Board as a whole and Chairman based on the evaluation of other Directors. The Nomination and Remuneration Committee at their meeting reviewed the outcome of the evaluation process. The Directors were satisfied by the constructive feedback obtained from their counterparts.

13. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the declaration from Independent Directors in accordance with Section 149(7) of the Companies Act, 2013 and Regulations 25(8) of the Listing Regulations that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the Listing Regulations.

14. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Companys policy on Directors appointment and remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013, has been disclosed in the Corporate Governance Report and is also available on the website of the Company at www.asterdmhealthcare.com/investors.

15. BOARD MEETINGS AND ANNUAL GENERAL MEETING

The Board of Directors met 5 times during the financial year viz May 28, 2019; August 07, 2019; November 12, 2019; January 09, 2020 and February 11, 2020. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013, detailed information regarding the meetings of the Board and Committees of the Board is included in the report on Corporate Governance.

The annual general meeting for the financial year 2018-19 was held on August 08, 2019 at the registered office of the Company. The Members of the Company passed a special resolutions vide Postal ballot results dated October 14, 2019 to shift the registered office of the Company from the State of Kerala to the State of Karnataka and to appoint Ms. Alisha Moopen as Deputy Managing Director of the Company for a period of 5 years.

16. SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (“ICSI") as required under section 118 (10) of the Companies Act, 2013.

17. PARTICULARS OF EMPLOYEES

The statement containing particulars of employees as required under section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in Annexure 4 forming part of this report.

18. EMPLOYEE STOCK OPTION SCHEME

The Nomination and Remuneration Committee of the Board inter alia administers and monitors the Companys Employees Stock Option Plan “Aster DM Healthcare Employees Stock Option Plan 2013" in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 (“SBEB Regulations") and the Plan is implemented through DM Healthcare Employees Welfare Trust.

During the year, 1,31,336 shares were transferred from the ESOP Trust to the eligible employees under the Companys prevailing ESOP Plan. As on March 31, 2020, the ESOP Trust held 28,72,616 (0.58%) equity shares of the Company.

Disclosures as required under Rule 12 of Companies (Share Capital and Debentures) Rules, 2014, SEBI (SBEB) Regulations, 2014 read with SEBI Circular CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 have been provided separately in Annexure 5 to the Directors Report.

The certificate from the Statutory Auditor that the Plan has been implemented in accordance with SBEB Regulations and the resolutions passed by the shareholders shall be placed at the Annual General Meeting for inspection by the Members.

19. INTERNAL CONTROL SYSTEMS

The Management has laid down internal financial controls to be followed by the Company. The Company has adopted policies and procedures for ensuring orderly and efficient conduct of the business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The internal control system is commensurate with the nature of business, size and complexity of operations and has been designed to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

As part of the Corporate Governance Report, CFO certification is provided, for assurance on the existence of effective internal control systems and procedures in the Company.

The internal control framework is supplemented with an internal audit program that provides an independent view of the efficacy and effectiveness of the process and control environment and supports a continuous improvement program. The internal audit program is managed by an in-house internal audit function and by Grant Thornton India LLP, external firm. The Audit Committee of the Board oversees the internal audit function.

The Audit Committee is regularly apprised by the internal auditors through various reports and presentations. The scope and authority of the internal audit function is derived from the audit charter approved by the Audit Committee. The internal audit function develops an internal audit plan to assess control design and operating effectiveness, as per the risk assessment methodology. The internal audit function provides assurance to the Board that a system of internal control is designed and deployed to manage key business risks and is operating effectively.

20. VIGIL MECHANISM

The Company believes in conducting its affairs in a transparent manner and adopts highest standards of professionalism and ethical behaviour. Integrity is one of the key values of the Company that it strictly abides by. Keeping that in view the Company has established a vigil mechanism for Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or ethics. The Whistle Blower Policy has been amended with effect from February 11, 2020 and is available on the website of the Company at www.asterdmhealthcare.com/ investors.

The Company, as a policy, condemns any kind of discrimination, harassment, victimization or any other unfair employment practice being adopted against whistle blowers and provides adequate safeguard measures. It also provides a direct access to the Chairman of the Audit Committee under extraordinary circumstances.

In addition to this, the Company has also engaged an independent agency called Integrity Matters that provides an electronic and digital platform to report any unethical practices or harassment/ injustice at the workplace confidentially and, if desired, anonymously by any employees or vendors of the Company or any of its subsidiaries anywhere in the world to ensure fairness and transparency in the process.

21. RISK MANAGEMENT POLICY

Risk is the effect of uncertainty on an expected result and every business is exposed to it. The ability to effectively identify and manage risk is a vital element of business success for all parts of the Companys business. During the period under review, the Company has strategized to handle the risks by:

- defining, analysing and prioritizing various kinds of risks;

- forming a cross functional team with well-defined roles for identifying and reporting of new risks;

- giving training and support for the risk owners; and

- commencing the standardization and digitalization of risk reporting, planning risk management activities, and reviewing the risks periodically.

The Company strives to bring in further accountability and transparency and expertise in the risk management by periodic reporting to the Risk Management committee. The Risk Management Committee oversees how management monitors compliance with the risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks being faced by the Company.

Risk of natural calamities including pandemic, innovation risk and medical risk were identified by management as high risks that can have major impact on the business of the Company. Competition risk, Technology risk, and Investment risk are examples of moderate risks on the companys business.

The Risk management policy is available on the website of the Company at www.asterdmhealthcare.com/investors.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has a well-defined policy on CSR as per the requirement of Section 135 of the Companies Act, 2013 which covers the activities as prescribed under Schedule VII of the Act Companies Act, 2013. The CSR Policy of the Company is available on the website of the Company at www. asterdmhealthcare.com/investors. Details on Corporate Social Responsibility activities undertaken during the year is provided in Annexure 6 forming part of this report.

Further, the CSR policy of the Company has undergone changes during the period under review. The policy is amended to put forth its core values and high standards of corporate governance by inclusion of the mission and vision statements. It has clearly defined the activities the Company proposes to undertake which are in line with the mission and vision statements. The policy mainly focuses on three elements being:

Environment: The programmes covered under this head are relating to sustainability practices like waste management, measures to reduce the impact of climate change and global warming, sustainable consumption of materials etc.

People: Employment of equal rights to women, recruitment of differently abled people and ensuring employment of peripheral community members.

Social: Strategic Pillars of various programmes proposed to be undertaken: Safety and Health awareness programmes, Mobile Medical Services, Community Dialysis Centers, Early Diseases Detection and Cancer Screening Programme, Paediatric Cardiac Surgeries, Disaster Management and Village Adoption.

23. AUDITORS

i. Statutory Auditors

At the Annual General Meeting held on August 08, 2019,

M/s. B S R & Associates LLP, Chartered Accountants, [Firm Registration No: 116231W/W-100024] were appointed as the Statutory Auditor of the Company to hold office till the conclusion of 12th Annual General Meeting. M/s. B S R & Associates LLP, have held the office as Statutory Auditor for the maximum term prescribed as per Section 139 of the Companies Act 2013, hence they are liable to retire at the ensuing 12th Annual General Meeting.

The Board of Directors on the recommendation of the Audit Committee, has approved and recommended to the Members for the appointment of M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm registration number: 008072S] as Statutory Auditors of the Company for a period of 5 years from the conclusion of 12th AGM till the conclusion of the 17th AGM. The Notice of 12th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

ii. Secretarial Auditor

M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] were appointed to conduct the Secretarial Audit of the Company for the financial year 2019-20, as required under section 204 of the Companies Act, 2013 and Rules thereunder.

iii. Cost Auditor

The Company has maintained cost record and accounts as specified by the Central Government under section 148(1) of the Companies Act, 2013 and rules made thereunder and M/s. BBS & Associates, Cost Accountants [Firm Registration No: 00273] were appointed as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2019-20.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. BBS & Associates, Cost Accountants [Firm Registration No: 00273] as the Cost Auditor of the Company to conduct the audit of cost records for the financial year 2020-2021 at a remuneration of RS 1,40,000 (Rupees one lakh and forty thousand only) plus out of pocket expenses & taxes as applicable, if any, in connection with the cost audit.

The Board of Directors of the Company proposes the ratification of remuneration of M/s. BBS & Associates, Cost Accountants for financial year 2020-2021 at the ensuing Annual General Meeting. The Notice of 12th Annual General Meeting of the Company contains the above proposal for the approval of the Members.

24. AUDIT REPORT

i. Statutory Audit Report

Audit report on the financial statements of the Company for the financial year 2019-20 is being circulated to the Members along with the financial statements. There are no qualifications or adverse remarks made by the statutory auditors in their report for the financial year ended March 31, 2020.

During the year under review the Statutory Auditors have not reported to the Audit Committee any incident of fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

ii. Secretarial Audit Report

The Secretarial Audit report issued by M/s. M Damodaran & Associates LLP, Practising Company Secretaries for the financial year 2019-20 is annexed as Annexure 7 to this report. The observation and management response to the same is given below:

1. Alfaone FZ LLC was incorporated in Dubai on October 09, 2019 as a wholly owned subsidiary of Aster DM Healthcare FZC, a step-down subsidiary of the Company, the disclosure of which was made to the stock exchanges on October 31, 2019. The lag was mainly due to the delay in receiving the license from the registration authority.

2. Company had restricted its “designated persons from trading in its securities during the period between July 01, 2019 and August 09, 2019 on account of consideration of its financial results for the quarter ended on June 30, 2019. On July 09, 2019, one of the Non-Executive Directors of the Company, based on the pre-clearance received from the Companys Compliance Officer, bought 25,000 equity shares of the Company from the market. Upon being made aware of the transaction and its potential noncompliance, the Compliance Officer reported the same to the management and the Companys Audit Committee who initiated an enquiry into the matter. The Company has since informed The Securities and Exchange Board of India that the said trade was executed by the Director based on the pre- clearance issued inadvertently by the Compliance Officer and that the Director did not possess any unpublished price sensitive information at the time of seeking preclearance for the said trade.

During the year under review the Secretarial Auditors have not reported to the Audit Committee any incident of fraud committed against the Company by its officers or employees under Section 143 (12) of the Companies Act, 2013.

Pursuant to Regulation 24A of the Listing Regulations read with SEBI circular dated February 08, 2019, listed entities are required to submit the Annual Secretarial Compliance report with the stock exchanges within sixty days from the end of the financial year. Further, SEBI vide its circular dated March 19, 2020 extended the timeline for filing by one-month upto June 30, 2020. The Company has received the Annual Secretarial Compliance report from M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration number: L2019TN006000] and the same has been submitted to the stock exchanges within the stipulated date and a copy of the report is annexed as Annexure 7A to this report.

25. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

In March 2020, the World Health Organisation declared COVID-19 to be a pandemic. This pandemic has resulted in disruption to regular business operations due to lockdown, disruptions in transportation, travel bans, quarantines, social distancing and other emergency measures imposed by the Government. The Company has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption. The Company believes that the COVID-19 pandemic will only have a short-term impact on its operations and after easing of the lockdown restrictions, the business is expected to return to normal. The Company has considered available internal and external information while finalizing various estimates in relation to its financial results upto the date of approval of the financial results by the Board of Directors. Further, the Company has taken various measures to reduce its fixed cost - for example, salary reductions, optimization of administrative, sales and marketing costs, deferment of capex along with judicious resource allocation and requesting for the waiver of minimum guarantee fee and revenue share for hospital premises taken on lease. Accordingly, the Management believes that the Company will not have any challenge in meeting its financial obligations for the next 12 months based on the financial position and liquidity as on the date of the balance sheet and as on date of signing of these financial results. The actual impact of the global health pandemic may be different from that which has been estimated, as the COVID -19 situation evolves in India and globally.

The Company will continue to closely monitor any material changes to future economic conditions. However, the pandemic did not have any material impact on the financial result for the year ended March 31, 2020.

26. EXTRACT OF ANNUAL RETURN

As per Section 134 (3) (a) of the Companies Act, 2013, an extract of the annual return in prescribed format is given in Form MGT-9 as Annexure 8 to this report and is also available on the website of the Company at www.asterdmhealthcare.com/investors.

27. SIGNIFICANT AND MATERIAL ORDERS

There are no significant or material orders passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future.

28. BUSINESS OF THE COMPANY

The Company is into the business of setting up and running of hospitals and healthcare centres. There has been no change in the nature of business during the last financial year.

29. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place a Policy on Prevention of Sexual Harassment at workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted as per the said Act to redress the complaints with respect to sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review no cases were reported on sexual harassment.

30. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed as Annexure 9 to this report.

31. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis as required under the Regulation 34 (3) of the SEBI Listing Regulations and Schedule

V (B) to the said regulation forms part of the Annual report.

32. CORPORATE GOVERNANCE

As per Regulation 34 and Schedule V (C) to the SEBI Listing Regulations, the Corporate Governance Report with the Compliance certificate from the Practicing Company Secretary is attached to this report as Annexure 10.

33. BUSINESS RESPONSIBILITY REPORT

As per the Regulation 34 (2) (f) of the SEBI Listing Regulations, a Business Responsibility Report is annexed as Annexure 11 to this report.

34. LISTING ON STOCK EXCHANGES

The Companys shares are listed on both BSE Limited and National Stock Exchange of India Limited from February 26, 2018.

35. ACKNOWLEDGEMENT

Your Directors thank the Companys Shareholders, customers, banks, financial institutions, and well-wishers for their continued support during the year. Your Directors place on record their appreciation on the contribution made by the employees at all levels. The Companys consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Foreign Investment Promotion Board, Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and Governments of Kerala, Karnataka, Andhra Pradesh, Telengana and Maharashtra for the guidance and support received from them including officials thereat from time to time.

For and on behalf of the Board of Directors
Dr. Azad Moopen
Place: Dubai Chairman and Managing Director
Date: June 23, 2020 DIN: 00159403