Indraprastha Medical Corporation Ltd Directors Report.

Dear Members,

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

(Rs. in million)

Particulars FY 2019-20 FY 2018-19
I. Revenue from Operations 8,307.68 7,881.72
II. Other Income 6.87 4.67
III. Total Income (I+II) 8,314.55 7,886.39
IV. EXPENSES
Stores & Spares consumed 1,516.07 1,449.62
Employee benefits expense 2,139.30 2,002.05
Finance costs 59.17 68.71
Depreciation and amortization expense 329.69 297.54
Other expenses 3,788.40 3,622.26
Total expenses (IV) 7,832.63 7,440.18
V. Profit before exceptional items and tax (III-IV) 481.92 446.21
VI. Exceptional Items - -
VII. Profit/(loss) before tax (V-VI) 481.92 446.21
VIII. Tax expense:
(1) Current tax 109.41 185.28
(2) Deferred tax (63.73) (23.20)
IX. Profit/(loss) for the year (VII-VIII) 436.24 284.13
X. Other Comprehensive Income
(i) Items that will not be reclassified subsequently to profit or loss
Re-measurement gains (losses) on defined benefit plans (27.54) (1.72)
Income Tax effect (Deferred Tax) 7.06 0.60
(20.48) (1.12)
XI. Total Comprehensive Income for the year (Comprising Profit (Loss) and Other Comprehensive Income for the year) 415.76 283.01

TRANSFER TO RESERVES

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

DIVIDEND

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

RESULTS OF OPERATIONS AND THE STATE OF COMPANY AFFAIRS

Operations

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

During the year under review, there has been improvement in the financial performance of the Company. The total income increased from Rs. 7,886.39 million in the previous year to Rs. 8,314.55 million. The Profit Before Tax (PBT) increased by 8%, from Rs. 446.21 million to Rs. 481.92 million and the Profit After Tax (PAT) increased by 53.54%, from Rs. 284.13 million to Rs. 436.24 million.

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

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

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

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

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

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

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

• A large, extremely vascular, pterional meningioma, which caused torrential haemorrhage during surgery as experienced by the doctors in Nepal during the 1st surgery, was successfully operated with complete excision not requiring any additional therapy by neurosurgeon. Correct planning and surgical strategy led to the excellent outcome in the 2nd surgery performed here.

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

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

• Bentalls operation (combined replacement of aortic valve, aortic root, ascending aorta with reimplantation of both coronary arteries) using a biological valve and polyester vascular graft was conducted.

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

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

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

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

COVID-19 pandemic

Your Company, Indraprastha Apollo Hospitals, as a health care institution entrusted with the task of managing COVID-19 patients, without interrupting the non COVID healthcare services, a comprehensive plan was drawn and executed keeping in mind the need to prevent the spread, and scientifically segregate and promptly identify Covid patients at the same time protecting and monitoring the healthcare professionals adhering to the various advisories issued by the Government agencies from time to time. Your Company has marched hand in hand with the Government agencies in its fight against the COVID pandemic sweeping over the NCT of Delhi. Maintaining and reporting appropriate data to the government was effectively ensured.

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

Dedicated areas were established for patient management, in accordance with stipulated requirements for screening, testing, triaging, admission and OTs for emergency surgeries for suspected / proven COVID-19 cases. The ICUs and wards with negative pressure areas, as deemed necessary, were created. Additional equipment like video laryngoscopes, high flow nasal cannulas, ultrasonic nebulizers, waste disposal macerators etc. were also procured.

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

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

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

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

Infrastructural changes with retrofitting had been achieved despite the lockdown and without disrupting existing patient care. Adequate supplies of materials to support existing and additional requirements had also been ensured.

Restoration of comprehensive care of non-COVID conditions is the immediate priority going forward. Enhanced protective measures and building public confidence is of paramount importance. The current situation may be considered as an opportunity for adoption of digital technology to enhance virtual consultation and risk stratification and your Company is committed to capitalizing such opportunities. The role of electronic medical records, real time access to reports will both provide better follow-up care.

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

Quality

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

JCI ACCREDITATION

NABL ACCREDITATION FOR LABORATORY SERVICES

NABL ACCREDITATION FOR IMMUNOLOGY LABORATORY

ISO 14001:2015 CERTIFICATION FOR ENVIRONMENT MANAGEMENT SYSTEM

ISO 27001:2013 CERTIFICATION

FOR INFORMATION SECURITY AND MANAGEMENT SYSTEM

NABH CERTIFICATION FOR CLINICAL TRIALS

AMERICAN ACCREDITATION FOR HUMAN CLINICAL TRIALS (AAHRPP)

Awards and Accolades

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

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

conservation of energy & technology absorption

(A) Conservation of Energy

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

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

During the year, the following initiatives were implemented:-

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

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

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

(B) Technology Absorption

Your Company continued its efforts to maintain standards at par with best hospitals globally. Investment was made in the latest technology in medical care, including new- age upgrades.

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

 

Tomotherapy

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

FOREIGN EXCHANGE EARNINGS & OUTGO

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

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

(b) Total Foreign Exchange Earnings and Outgo

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

Earnings : Rs. 1408.21 million

Outgo : Rs. 343.98 million

BOARD MEETINGS

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

directors and key managerial personnel

• Mr. Ashok Bajpai resigned as Managing Director of the Company with effect from 15th June, 2019.

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

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

• Dr. Arun Rai has been re-appointed as an Independent Director of the Company, not liable to retire by rotation, for second term of five consecutive years from 26th May, 2020 to 25th May, 2025, subject to the approval of the shareholders.

• Dr. Menaka Guruswamy has been appointed as an Additional Director w.e.f. 23rd May, 2020. Dr. Menaka Guruswamy holds office of Director only up to the Annual General Meeting. A notice has been received from a member pursuant to Section 160 of the Companies Act, 2013, signifying his intention to propose the appointment of Dr. Menaka Guruswamy as a Director of the Company. Dr. Menaka Guruswamy has also been appointed as an Independent Director of the Company, not liable to retire by rotation, for five consecutive years from 23rd May, 2020 to 22nd May, 2025, subject to the approval of the shareholders.

• Ms. Shobana Kamineni resigned as Director of the Company effective from 12th August, 2020.

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

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

• In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Ms. Suneeta Reddy, Director of the Company shall retire by rotation at the ensuing Annual General Meeting. Ms. Suneeta Reddy being eligible, has offered herself for re-election.

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

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

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

independent directors

Considering the requirement of skill sets on the Board, eminent people having an independent standing in their respective field / profession and who can effectively contribute to the Companys business and policy decisions are considered by the Nomination and Remuneration Committee, for appointment, as Independent Director on the Board.

The Committee inter alia considers qualification, positive attributes, area of expertise and number of Directorship(s) and Membership(s) held in various committees of other companies by such persons in accordance with the Companys Policy for Selection of Directors and determining Directors independence. The Board considers the Committees recommendation and takes the appropriate decision.

Every Independent Director, at the first meeting of the Board in which he / she participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he / she meets the criteria of independence as provided under the law and that he / she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his / her ability to discharge his / her duties with an objective independent judgement and without any external influence.

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

composition of audit committee

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

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

vigil mechanism / whistle blower policy

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

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

sexual harassment

The Company has zero tolerance towards sexual harassment at the workplace. In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules framed thereunder, your Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees whether permanent, temporary or contractual are covered under the above policy. An Internal Complaint Committee (ICC) has been set up in compliance with the said Act. During the year under review, 11 (eleven) complaints pertaining to sexual harassment of women employees were reported to the Company and the same were investigated in accordance with the procedures prescribed and redressed.

directors responsibility

STATEMENT

Your Directors state that:

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

• the appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2020 and of the profit of the Company for the year ended 31st March, 2020.

• the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company

and for preventing and detecting fraud and other irregularities;

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

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

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

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

EXTRACT OF ANNUAL RETURN

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

AUDITORS AND AUDITORS REPORT

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

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

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

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

SECRETARIAL AUDITOR

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

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

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

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

COST AUDITOR

The Board has appointed, M/s Devarajan Swaminathan and Co., Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended 31st March, 2020. The Cost Auditor has given the Cost Audit Report for the financial year ended 31st March 2020, and the Cost Audit Report does not contain any qualification, reservation or adverse remark.

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

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

deposits

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

SIGNIFICANT & MATERIAL ORDERS pASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in the future.

INTERNAL FINANCIAL CONTROL SYSTEMS

The Company has robust internal financial control system, commensurate with the size, scale and complexity of operations to ensure that the Companys financial statements are accurate, sufficient and credible, all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition, incorrect use, any incident of fraud and inappropriate storage. Such internal control procedures are augmented by an extensive programme of internal and external audits, and periodic reviews by the management. Reasonable assurance is obtained based on evidence regarding processes followed and their appropriate testing of controls that such systems are adequate, comprehensive and are working effectively.

The Audit Committee evaluates the internal financial control system periodically.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

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

RISK MANAGEMENT

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

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

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

CORPORATE SOCIAL RESPONSIBILITY

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

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

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

CSR Policy

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

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

A. Community Development

B. Healthcare

C. Education and Skills Development

D. Research in Healthcare

The report on CSR activities for the financial year 201920, containing particulars specified in Companies (CSR Policy) Rules, 2014 including an update on the CSR initiatives taken by the Company during the year is given in Annexure 2 and forms an integral part of this Report.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of related party transactions as required under Section

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

FORMAL ANNUAL EVALUATION

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

During the year, the Evaluation cycle was completed by the Company internally which included the Evaluation of the Independent Directors by the Board of Directors and Evaluation of Non-Independent Directors and the Board as a whole, by Independent Directors of the Company.

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors, Senior Management and for determining their remuneration. The Policy of the Company on directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the website of the Company, at https://delhi.apollohospitals.com/downloads/ Remuneration-Policy.pdf.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report, however, having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company.

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

CORPORATE GOVERNANCE

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

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

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

INDUSTRIAL RELATIONS

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

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

ACKNOWLEDGEMENT

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

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

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