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Updated:07 May, 2021, 13:44 PM IST

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Disclosure in board of directors report explanatory

BOARD’S REPORT

 

To The Members of

Aster DM Healthcare Limited

 

Your Directors take pleasure in presenting the SeventhAnnual Report of the Company together with the audited financial statements for the year ended March 31, 2015.

 

1.      FINANCIAL RESULTS

The financial results for the year ended March 31, 2015 are summarized below:

Standalone

INR in Mn

Particulars

2014–15

2013–14

Revenue from Operations

530.15

8.86

Other Income

392.71

864.74

Total Income

922.86

873.60

Total Expenditure

1,121.89

120.79

Operating Profit

(199.03)

752.81

Less: Finance Charges, Depreciation and Amortization

427.23

32.41

Profit(Loss) Before Tax

(626.26)

720.40

Less : Provision for Tax

8.43

16.37

Net Profit for the year

(634.69)

704.03

2.      RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS

During the year under review your company reported total income from operations of INR 530.15 mn as compared INR 8.86 mn mainly on account of commencement of the commercial operations of Aster Medcity, Kochi and acquisition of the Operations and Management rights in Aster CMI, Bengaluru.During the year under review, we have capitalised INR 3,999.6 Mn on a standalone basis. This comprises of INR 1,664.89 for medical equipment, INR 2,334.71 on infrastructures including hospital buildings. In the previous year we capitalised INR 15.6 Mn on a standalone basis.

 

Aster Medcity, Kochi

In August 2014, we launched Aster Medcity, a multi–specialty quaternary care hospital in a campus spread across 40 acres of land in Kochi, Kerala, India, to be positioned as a key destination for medical value travel. Aster Medcity has a 670 bed capacity and houses state of the art facilities with a multispecialty hospital and eight specialty centres for cardiac sciences, orthopaedics and rheumatology, neurosciences, nephrology and urology, oncology, gastroenterology and hepatology, women’s health, child and adolescent health. Aster Medcity is equipped with advanced technology and equipment, including a complete digital integration system with auto pilot anaesthesia machine and isocentric C arm, the Da Vinci Robot for precision and accuracy in surgical procedures and 256–Slice CT providing the fastest and lowest radiation CT scan, and utilises robotic surgery.

 

In addition to Aster Medcity, group own or operate seven multi–specialty hospitals in India through its subsidiaries, with each offering a wide range of medical services, including cardiology, dental, neurology, obstetrics and gynaecology, oncology, orthopaedics, paediatrics, plastic surgery and radiology.

 

Aster CMI Hospital, Bengaluru.

Your Company acquired Operations and Management rights in Cauvery Medical Center Limited, Bangalore in May, 2014 and rebranded the same as Aster CMI, Bengaluru. The Aster CMI Hospital in Bengaluru, Karnataka and has been operated and managed by us since 2014. The Aster CMI Hospital has an area of approximately 420,000 square feet. It has 42 operational beds with a capacity of 60 beds and plan to increase the bed capacity to 440 beds by fiscal 2018. It offers various specialities such as general medicine, gynaecology, paediatrics, Internal medicine, general surgery and orthopaedics.

 

Prime Hospitals, Hyderabad

Your Company acquired 51% voting rights in Sri Sainatha Multispecialty Hospitals Private Limited in August, 2014 which operates two Prime Hospitals in Hyderabad, Andhra Pradesh which have been operational since fiscal 2008 and fiscal 2009.The hospitals consist of the Ameerpet facility and Kukatpally facility, which have a combined area of 90,000 square feet and 146 operational beds. The hospitals offer various specialties such as cardiology, neurology, orthopaedics, paediatrics, nephrology, general medicine and gynaecology.

 

3.      DIVIDEND

As your company has not generated distributable profits on a standalone basis, hence your directors do not recommend any dividend for the year.

 

4.      TRANSFER TO RESERVES

As your company has not generated profits on a standalone basis, no amount is proposed to be transferred to reserves for the year.

 

5.      SHARE CAPITAL

Share Capital of the Company as on March 31, 2015 is INR 4,024.92 Mn. During the year under review, the Company has not issued shares with differential voting rights nor granted any sweat equity shares. Details of Employee Stock Options Granted by the Company are provided separately in the report. As on March 31, 2015 except Mr. T J Wilson who holds 25,25, 523 equity shares, no other directors hold any equity shares or preference shares in the Company.

 

During the year under review, your Company has issued 94,78,985 equity shares of the face value of INR 10 each and 1,38,53,902 compulsorily convertible preference shares of the face value of INR 10 each on a preferential basis.

 

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

 

6.      HUMAN RESOURCES

Your Company considers its employees as most valuable resource and ensures strategic alignment of Human Resource practices to business priorities and objectives.  The Company (including subsidiaries at a consolidated level) has a dedicated team of over 10,852 employees at various locations across our corporate office and other locations, including associate companies consisting of doctors, nurses, paramedics and other administrative staffs. To ensure good human resources management, the Company focus on all aspects of employee lifecycle. Employees are motivated through various skill–development programs and created an effective communication channel to ensure employee participation in the overall functioning of the Company. Your Company’s constant endeavour is to invest in people and people processes to improve service delivery to our customers. Your Company mainly focuses on attracting the right talent and engaging them for high performance and strive to provide a great place to human resources through challenging and learning environment.

 

We attach critical importance to the retention of doctors and other staff at all levels, and we attempt to enhance performance through initiatives such as performance linked to rewards, a transparent and consultative review process and building a high performance work system through self–managed teams. We believe that we have been able to control attrition rates by conducting employee surveys and instituting feedback processes to assess areas of improvement, implementing competitive compensation and benefit schemes and developing appropriate training and skill enhancement programmes.

 

Our work force is multinational and includes employees from over 25 countries. Our medical professionals are candidates recommended by external agencies or through internal channels, and are selected through a recruitment process based on criteria such as educational background, clinical experience, research work and professional traits. We attach a high priority to employee development through ongoing training programmes, seminars and workshops in order to upgrade their skills, including periodic professional development programmes designed to keep up with advances in medicine, and other programmes for career planning, mentoring, and employee, management and leadership development.

 

7.      PARTICULARS OF EMPLOYEES

The statement containing the names of every employee employed throughout the financial year and in receipt of remuneration of Rs. 60 lakhs or more, or employed for part of the financial year and in receipt of Rs. 5 lakhs or more a month, under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is included in Annexure Ato the Board Report.

 

8.      EMPLOYEE STOCK OPTION SCHEME

Keeping its promise of value creation for its employees and employees of subsidiary companies, your company had instituted an ESOP Scheme “DM Healthcare Employee Stock Option Scheme 2013” in the year 2013. Under the scheme, company has till date granted 20,68,083options under various options viz incentive options, milestone options and loyalty options. Details of ESOPs as required under Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 as given as Annexure B.

 

9.      QUALITY CONTROL AND INITIATIVES

Your Company subscribe to the view that quality is the outcome of all activities that take place within the organization. We constantly strive for a high standard of clinical excellence at all our hospitals, clinics and retail pharmacies. We follow well–defined quality and patient safety protocols and adhere to internationally accepted clinical standards in patient handling and care. Our focus on quality is evidenced by the quality certifications and accreditations that our facilities have obtained from various local and international accreditation agencies, which include accreditation from the U.S.–based Joint Commission International, or JCI. We believe that JCI is considered the gold standard of hospital accreditation in the healthcare industry and three of our hospitals and one clinic in the GCC states, and Aster Medcity in Kochi, Kerala, have obtained such accreditation. JCI accreditation for our Medcare Dubai hospital was obtained in only eight months from the time of application. We have received JCI accreditation for Medcare Orthopaedics and Spine Hospital and Medinova Diagnostic Centre (our first central laboratory clinic in the GCC states).In the GCC states, Medcare Hospital and our Aster pharmacy retail chain received quality and service awards, respectively, from the Dubai Department of Economic Development in 2014.Our multi–specialty hospital MIMS Hospital in Kozhikode received accreditation by the Indian National Accreditation Board for Hospitals and Healthcare Providers, or NABH, in 2006. Our MIMS hospital in Kottakkal, Aster Aadhar hospital in Kolhapur and Aster Medcity in Kochi have also received NABH accreditation. Our Sanad Hospital in Saudi Arabia obtained accreditation from the Saudi Central Board for Accreditation for Healthcare Institutions, or CBAHI.We continually solicit after–service patient feedback through various means such as discussions, feedback forms and in some cases through call–centres. This helps in continuous improvement of our service delivery to our patients.

 

10.      LOANS, GUARANTEE AND INVESTMENTS

Particulars of Loans, guarantees and investments form part of the notes to the financial statements provided in this Annual Report.

 

11.  SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company along with its subsidiaries are engaged in the business of setting of hospitals, clinics and pharmacies in India and GCC. Your Company owns and operates only hospitals in India and clinics and pharmacies owned and operated by your Company’s subsidiaries are based in GCC. At the beginning of the year your Company had 7 direct subsidiaries 59step–down subsidiaries and 2 associate companies.As on 31st March, 2015 your company has 8direct subsidiaries65 step–down subsidiaries and 3 associate companies. During the reporting period, following are the subsidiary companies which has ceased to be subsidiaries since closure of these companies:

 

a)      ZabeelPhamarcy LLC

 

Since Company has subsidiaries outside India, your company is required prepare the consolidated financial statements from the financial year 2015–16 onwards. Details of the financial position and performance of each of the subsidiaries are provided in Annexure C.

 

12.  CORPROATE SOCIAL RESPONSIBILITY

An obligation to do good is the calling of a good heart that beats for humanity. Your Company has been taking initiatives under Corporate Social Responsibility (CSR) for society at large, well before it has been prescribed thorough the Companies Act, 2013. The Company has 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 Companies Act 2013. The Company has in–house department which is exclusively working CSR activities. Corporate social responsibility is an integral part of our operations and part of our mission is to provide quality healthcare services and assistance to the underprivileged.The “average net profit” for the last years as required for computing the CSR obligation on the Company is negative and hence the requirement of spending minimum of 2% of the net profits on identified CSR projects is not applicable as on date on your Company. However, being a responsible corporate citizen, your Company has spent moneys on various CSR activities, details which are providedAnnexure D

 

13.  INTERNAL CONTROL SYSTEMS

The Company maintains appropriate systems of internal control, including monitoring procedures, to ensure that all assets are safeguarded against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

 

The Head of Internal Audit together with external audit consultants review the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Audits are conducted on an on–going basis and significant deviations are brought to the Board of Directors following which corrective action is taken. All these measures facilitate timely detection of any irregularities and early remedial steps.

 

14.  VIGIL MECHANISM

Your Company has established a whistle blower mechanism / vigil mechanism that enables the Directors and Employees to report genuine concerns. The mechanism enables the Company to deal with instances of unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct or ethics policy. During the year under review, none of the employees were denied access to Audit Committee of the Company as required under the Whistle Blower Policy.

 

15.  PUBLIC DEPOSITS

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on public deposits was outstanding as on the date of Balance Sheet. Thus no particulars are reported as required under Rule 8 (5) (v) of Companies (Accounts) Rules, 2014.

 

16.  CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. There are no maternally significant related party transactions made by the Company with promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of Company at large. Form AOC – 2 as required under Section 188 is appended as Annexure Eto the Board’s Report.

 

17.  MATERIAL CHANGES AND COMMITTEMENTS AFFECTING FINANCIAL POSITION

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

 

18.  STATUTORY AUDITORS

At the Annual General Meeting held on September 12, 2014,  M/s BSR and Associates., Chartered Accountants, [Firm Registration No: 128901W] were appointed as the Statutory Auditor of the Company to hold office till the conclusion of 11th Annual General Meeting to be held in the year 2019. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of B S R and Associates, Chartered Accountants, [Firm Registration No: 128901W] is placed for ratification by the shareholders. In this regard, the Company has received a certificate from the statutory auditor to the effect that if they are reappointed, it would be in accordance with the provisions of Sections 141 of the Companies Act, 2013.

 

19.  AUDIT REPORT

Audit report on the financial statements of the Company for the financial year 2014–15 is being circulated to the shareholders 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, 2015.

 

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

 

20.  SECRETARIAL AUDITOR

Mr. Sunil Sankar, Practising Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014–15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014–15 forms part of the Annual Report as Annexure Fto the Board’s Report.There are no qualified statements in the secretarial audit report.

 

21.  COST AUDITORS

Pursuant to the provisions of the Companies Act, 2013 read with the Companies (Cost Records Activities and Audit) Amendment Rules, 2014, your Directors had, on the recommendation of the Audit Committee, appointed M/s BBS & Associates Cost Accountants, Kochi [Firm Registration No: 00273]to conduct the audit of cost records of your company.

 

22.  DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received necessary declarations from each independent directors under Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

 

23.  DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Articles of Association, Ms. Alisha Moopen and Mr. Anoop Moopen Directors retire by rotation at the ensuing Annual General Meeting. Ms. Alisha Moopen and Mr. Anoop Moopen being eligible seek re–appointment at the Annual General Meeting.

 

Change in constitution of Board:

Since the last Board’s Report, the following reconstitution were carried out in the board of directors of the Company:

Name, Category, Type, DIN

Date of Appointment/ Change/Cessation

Reason

Harsh C. Mariwala

Independent, Non–Executive

DIN: 00210342

January 20, 2015

Appointed as Additional Director and regularised on September 17, 2015

Rajagopal Sukumar

Independent, Non–Executive

DIN: 07049894

January 20, 2015

Appointed as Additional Director and regularised on September 17, 2015

Ravi Prasad

Independent, Non–Executive

DIN: 07022310

April 21, 2015

Appointed as Additional Director and regularised on September 17, 2015

Daniel James Snyder

Independent, Non–Executive

DIN: 02298099

April 21, 2015

Appointed as Additional Director and regularised on September 17, 2015

M. Madhavan Nambiar

Independent, Non–Executive

DIN: 03487311

April 21, 2015

Appointed as Additional Director and regularised on September 17, 2015

Sanjay N. Arte

Non–Independent, Nominee

DIN: 01000716

September 16, 2015

Resignation

Anwer Ameen

Non–Independent, Non–Executive

DIN: 01383370

September 16, 2015

Resignation

Daniel Robert Mintz

Non–Independent, Nominee

DIN: 00960928

September 16, 2015

Resignation

Gaurav Malik

Non–Independent, Non–Executive

DIN: 00330078

 

September 16, 2015

Resigned as a nominee director and was re–appointed as Additional Director. He was regularised as a Non–Executive Director on September 17, 2015

Suresh M. Kumar

Independent, Non–Executive

DIN: 00494479

September 16, 2015

Appointed as Additional Director and regularised on September 17, 2015

Shamsudheen Bin Mohideen Mammu Haji

Non–Independent, Non–Executive

DIN: 02007279

September 16, 2015

Appointed as Additional Director and regularised on September 17, 2015

Your Board place on record its sincere appreciation for the contribution and guidance given by Mr. Daniel Robert Mintz, Mr. Sanjay N Arte and Mr. Anver Ameen during their tenure with Aster DM Healthcare Limited as the Board members.

 

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013, your Company has appointed the following Key Managerial Personnel:

 

(i)     Dr. Azad Moopen        –           Managing Director

(ii)   Sreenath Reddy           –           Chief Financial Officer

(iii) Rajesh A                      –           Company Secretary

 

Dr. Azad Moopen was appointed as our Chairman and Managing Director, pursuant to a Board resolution dated November 19, 2014 with effect from December 1, 2014 for a period of five years. Dr. Azad Moopen is a non–resident Indian and in accordance with the provisions of the Companies Act. 2013, we have received approval from the Central Government for his appointment as the Managing Director of our Company. The details of remuneration governing his appointment as set out in the Board resolution dated November 19, 2014 are stated below:

 

Particulars

Remuneration

Basic Salary

Rs. 0.50 million per month

Other Allowance and Benefits

Use of Company’s car, chauffer and telephone for official purposes

In addition to the above, Dr. Azad Moopen is entitled to gratuity payments and leave encashment as per our Company’s policies. It has been agreed that if our Company incurs a loss or if our profits are inadequate during any Financial Year, our Company shall pay Dr. Azad Moopen such remuneration not exceeding the limits specified under Section II, Part II of Schedule V of the Companies Act, 2013.

 

24.  COMMITTEES OF DIRECTORS

Your Board has constituted to various committees required under the Companies Act, 2013 and for meeting the operational conveniences. Following details set out the brief terms of reference of these committees and constitution of the committees:

Audit Committee:

Member

Designation

Madhavan Nambiar

Chairman

Ravi Prasad

Member

T J Wilson

Member

Rajagopal Sukumar

Permanent Invitee

Terms of Reference:

a)                 Overseeing our Company’s financial reporting process and disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b)                 Recommending to the Board, the appointment, re–appointment, and replacement, remuneration and terms of appointment of the statutory auditor and the fixation of audit fee;

c)                  Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

d)                 Approval of payments to the statutory auditors for any other services rendered by statutory auditors;

e)                 Reviewing with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:

i)                     Matters required to be included in the Director’s responsibility statement to be included in the Board’s report in terms of clause (c) of sub–section 3 of Section 134 of the Companies Act, 2013;

ii)                   Changes, if any, in accounting policies and practices and reasons for the same;

iii)                  Major accounting entries involving estimates based on the exercise of judgment by management;

iv)                  Significant adjustments made in the financial statements arising out of audit findings;

v)                   Compliance with listing and other legal requirements relating to financial statements;

vi)                  Disclosure of any related party transactions;

vii)                Qualifications in the draft audit report.

f)                   Reviewing and examination, with the management, the quarterly, half–yearly and annual financial statements and the auditors’ report thereon before submission to the Board for approval;

g)                 Scrutiny of inter–corporate loans and investments;

h)                 Valuation of undertakings or assets of the company, wherever it is necessary;

i)                   Evaluation of internal financial controls and risk management systems;

j)                   Approval or any subsequent modification of transactions of our Company with related parties;

k)                  Reviewing with the management, the statement of uses/application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

l)                   Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control systems;

m)               Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

n)                 Discussion with internal auditors any significant findings and follow up thereon;

o)                 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

p)                 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post–audit discussion to ascertain any area of concern;

q)                 Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non–payment of declared dividends) and creditors;

r)                  Approval of appointment of the chief financial officer (i.e., the whole–time finance Director or any other person heading the finance function or discharging the function) after assessing the qualifications, experience and background, etc. of the candidate;

s)                  Reviewing the functioning of the whistle blower mechanism, in case the same is existing; and

t)      Carrying out any other functions as is mentioned in the terms of reference of the Audit Committee.

 

Nomination and Remuneration Committee:

Member

Designation

Harsh C. Mariwala

Chairman

Daniel James Snyder

Member

Gaurav Malik

Member

Alisha Moopen

Member

Dr. Azad Moopen

Permanent Invitee

Terms of Reference:

a)                  Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

b)                  Formulating criteria for evaluation of independent directors and the Board;

c)                  Devising a policy on Board diversity;

d)                  Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;

e)                  Review and approve for the Managing Director and other Executive Directors on the Board of Directors:

(i)            Annual base salary;

(ii)          Annual incentive bonus, including specific goals and amount;

(iii)        Equity compensation;

(iv)         Employment agreements and other service agreements; and

(v)           Any other benefits/compensation payable to Managing Director, Executive Directors or Key Management Personnel;

f)                   Review the performance of the Managing Director and Executive Director on the Board of Directors at such intervals as the committee may deem fit; and

g)                  Determining options and obligations of option holders under ESOP 2013 and administering ESOP 2013 and making all determinations necessary or advisable in the administration of ESOP 2013.

 

Stakeholder Relationship Committee:

Member

Designation

Rajagopal Sukumar

Chairman

Anoop Moopen

Member

T. J. Wilson

Member

Terms of Reference:

The terms of reference of the Stakeholders’ Relationship Committee of our Companyinclude effectively resolving the grievances of the security holders of the company including complaints related to transfer of shares, non–receipt of annual reports, non–receipt of declared dividends, resolving investors’ complaints pertaining to share transfers, issue of duplicate share certificates, transmission of shares and other shareholder related queries, complaints etc.

Risk Management Committee:

Member

Designation

Gaurav Malik

Chairman

Rajagopal Sukumar

Member

Daniel James Snyder

Member

Sreenath Reddy

Member

Terms of Reference:

a)                  Reviewing the risk identification and management process developed by the management to confirm it is consistent with the Company’s strategy and business plan;

b)                  Reviewing management’s assessment of risk at least annually and provide an update ot the Board in this regard;

c)                  Inquiries of the management and the independent auditor about significant business, political, financial and control risks or exposure to such risk;

d)                  Overseeing and monitoring management’s documentation of the material risks that the Company faces and updates as events change and risks shift;

e)                  Assessing the steps management has implemented to manage and mitigate identifiable risk, including the use of hedging and insurance;

f)                   Developing, overseeing and monitoring management’s review, at least annually and more frequently if necessary, of the Company’s policies for risk assessment and risk management (the identification, monitoring and mitigation of risks); and

g)                  Reviewing the following with the management, with the objective of obtaining reasonable assurance that financial risk is being effectively managed and controlled:

(i)                 Management’s tolerance for financial risks;

(ii)               Management’s assessment of significant financial risks facing the Company;

(iii)             The Company’s policies, plans, processes and any proposed changes to those policies for controlling significant financial risks; and

(iv)              To review with the Company’s public disclosure, including financial statements.

Corporate Social Responsibility Committee:

Member

Designation

Dr. Azad Moopen

Chairman

Harsh C. Mariwala

Member

M. Madhavan Nambiar

Member

Gaurav Malik

Member

Terms of Reference:

a)                  Formation of a corporate social responsibility policy of the Company and recommendation of the same to the Board for approval;

b)                  Identification of corporate social responsibility activities and recommendation of the same to the Board for approval;

c)                  Monitoring of corporate social responsibility expenditure and activities by the Company;

d)                 Presenting of annual report on corporate social responsibility activities to the Board to enable the Board to present the annual report on corporate social responsibility activities to the shareholders.

24.  BOARD EVALUATION

Companies Act, 2013 requires that a formal annual evaluation needs to be made by the Board of its own performance and that of committees and individual directors. Schedule IV of Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors excluding director being evaluated. Your Company is in the process of devisingpolicy for performance evaluation of Independent Directors, Board, Committees and other individual Directors.Nomination and Remuneration Committee under the Chairmanship of Mr. Harsh C Mariwala is in the forefront of setting in place the board evaluation process and setting bench marks in good corporate governance practices within the group.

 

25.  POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION

In terms of Section 178 of the Companies Act, 2013 the Nomination and Remuneration Committee is required to formulate a policy on nomination and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company and the same needs to be approved by the Board of Directors. Your Company has laid down suitable policy for appointment and remuneration of Directors and Key Managerial Personnel. Copy of the policy is available for inspection at the registered office of the Company. Nomination and Remuneration Committee is in the process of revamping the existing policy to align the same with best industry practices corporate governance requirements.

 

26.  BOARD MEETINGS AND ANNUAL GENERAL MEETING

Your board of directors met 10 times during the financial yearviz April 16, 2015, May 03, 2014, May 06, 2014, May 11, 2014, May 14, 2014, June 25, 2014, August 20, 2014, October 15, 2014, November 19, 2014 and January 20, 2015. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

 

The attendance of the directors at the Board Meetings for the ended March 31, 2015 is provided in the below table:

Name

Position

No. of Board Meetings attended

Dr. Azad Moopen

Chairman

9

Anoop Moopen

Member

9

Alisha Moopen

Member

10

Anver Ameen C

Member

7

Daniel Robert Mintz

Member

2

Gaurav Malik

Member

7

Harsh C Mariwala#

Member

1

Rajagopal Sukumar#

Member

1

Sanjay N Arte

Member

6

T J Wilson

Member

10

# Harsh C Mariwala and Rajagopal Sukumar was appointed to the Board with effect from January 20, 2015.

 

The annual general meeting for the financial year 2013–14 was held on 12th September, 2014 at the registered office of the Company.

27.  DIRECTORS’ RESPONSIBILITY STATEMENT

Your directors confirm that:

 

(a)   in the preparation of the annual accounts, the applicable accounting standards had 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

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

(e)   as required under section 134 (5) (f) of the Companies Act, 2013 and according to the information and explanation presented to us, based on review done by the Audit Committee and as recommended by it, we the Board of Directors hereby state that adequate systems and processes, commensurate with the size of the Company and nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

 

28.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134 (3 (m) read with Rule 8 of Companies (Accounts) Rules, 2014 is enclosed as Annexure G, forming part of this report.

 29.  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 Company’s operations in future.

 30.  EXTRACT OF ANNUAL RETURN

In accordance with Section 134 (3) (a) of the Companies Act, 2013, an extract of the annual return in prescribed format is appended in Form MGT 9 as Annexure Hto the Board’s Report.

 31.  GENERAL MATTERS AND CONFIRMATIONS

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

 

a.      Your company is in the process of assessing the various risk parameters and preparing a comprehensive risk management policy.

 

b.      Your Board has accepted all recommendations made by the Audit Committee during the year.

 

c.       Your company is engaged in 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.

 

d.      No remuneration or commission was paid by any subsidiary company in India to Managing Director of the Company;

 

e.      As per the objects clause of the Memorandum of Association of the Company, your 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.

 f.        Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

 32.  ACKNOWLEDGEMENT

Your Directors thank the Company’s shareholders, investors, customers, banks, financial institutions, and well–wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees at all levels. Your Company’s 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 and Government of Kerala 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

Chairman

DIN: 00159403Dubai,

October 21, 2015

Annexure A

 

Information as per Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of Directors Report for the Financial year ended on 31.03.2015

NameDesignationQualificationDate of Joining

Age (Yrs)

Experience

Remuneration(FY 15)

Previous Employment% of equity shares held by the employee in the companyWhether any such employee is a relative of any director or manager of the company and if so, name of such director or manager
Dr. Azad MoopenChairman & Managing DirectorMBBS, MD01–Dec–20146240 YearsINR 2.00 MnNil

 Alisha Moopen is  daughter of Dr. Azad Moopen

Anoop Moopen is son in law of Dr. Azad Moopen 

Dr. Harish PillaiCEO – Aster Medcity & Cluster Head – KeralaMBA27–May–20134722 YearsINR 10.43 MnAs Salam International Hospital,Cairo EgyptNilNo
Sreenath ReddyGroup CFOB Com, CA, LLB15–Nov–20124217 YearsINR 9.44MnNarayana Hrudayalaya Hospitals, Bengaluru, IndiaNilNo

 

Annexure B

Information as per Rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014 and forming part of Directors Report for the Financial year ended on 31.03.2015

 

Our Company, pursuant to resolutions passed by our Board and our Shareholders, both dated March 2, 2013, has adopted ESOP 2013, effective from March 2, 2013. Pursuant to ESOP 2013, options to acquire Equity Shares may be granted to eligible employees (as defined in ESOP 2013) including permanent employees, directors of our Company (excluding independent directors) and permanent employees and directors of our Subsidiaries. ESOP 2013 is compliant with the Companies Act, 2013. Under ESOP 2013, no options will be granted to any employee who is a Promoter or belongs to the Promoter Group; or a Director, who either by himself or through his relatives or through anybody corporate, directly or indirectly, holds more than 10% of the outstanding Equity Shares. The aggregate number of Equity Shares, which may be issued under ESOP 2013, shall not exceed 1.22% of the paid up Equity Shares capital of our Company.

ParticularsDetails
Options grantedAs on 31st March, 2015, your Company has granted 20,68,083 options
Pricing formulaThe exercise price fixed for the options granted is Rs. 50 per incentive option, Rs. 50 per milestone option and ?10 per loyalty option. Bonus shares issued on loyalty options are exercisable free of cost
Options vested As on 31st March, 2015,13,91,385 options have been vested.
Options exercisedNil
The total number of Equity Shares arising as a result of exercise of options Nil
Options lapsedAs on 31st March 2015, 1,97,430options have lapsed
Variation of terms of optionsNil
Money realized by exercise of optionsNil
Total number of options in forceAs on 31st March 2015, 13,91,385 options are in force
Employee–wise detail of options granted to
(i) Senior managerial personnel

Name                           No. of Options

Ala Atari – 186,426

JobilalVavachan – 191,424

T.  J. Wilson – 205,848

Kartik Thakrar – 177,000

Rajiv Sehgal – 44,925

Sreenath  Reddy – 141,492

Dr. Harish Pillai – 166,557

(ii) Any other employee who received a grant in any one year of options amounting to 5% or more of the options granted during the year

For Financial Year 2015:

Employee   No. of Options

Khalil Ghamdi – 34,446

Noushique P. P.  – 226,037

 

For Financial Year 2014:

Employee   No. of Options

Khalil Ghamdi – 51,970

Sameer Moopan  – 56,492

 

For Financial Year 2013:

Employee   No. of Options

Khalil Ghamdi – 25,985

Sameer Moopan – 28,246

(iii) Identified employees who were granted options during any one year equal to/ exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

For Financial Year 2015: Nil

For Financial Year 2014:Nil

For Financial Year 2013: Nil

Annexure C

Financial positions and performance of subsidiaries

Entities Revenue from operations          (INR in Mns)  PAT                        (INR in Mns) 
DM Eye Care (Delhi) Private Limited                         6.91                  (22.13)
Indogulf Hospitals Private Limited                             –                       44.41
Malabar Institute of Medical Sciences Limited                2,893.55                  266.06
DM Med City Hospitals (India) Private Limited                             –                         1.16
Medipoint Hospitals Private Limited                    132.68                  (27.76)
Prerana Hospital Limited                    428.33                  (85.61)
Sri Sainatha Multispeciality Hospitals Private Limited                    499.43                  (44.86)
Ambady Infrastructure Private Limited                             –                         0.76
Affinity Holdings Private Limited                             –                    640.87
Dar Al Shifa Medical Centre LLC122.3016.51
Al Rafa Medical Centre LLC167.44–7.19
Dr. Moopens Medical Poly Clinic LLC37.80–1.93
Union Pharmacy LLC52.36–0.45
Ibn Al Azwar Pharmacy LLC^50.304.86
Al Shifa Pharmacy LLC453.0466.46
Shindagha Pharmacy LLC117.209.49
Al Juma Pharmacy LLC^133.4312.98
Al Ehsan Pharmacy LLC100.287.77
New Al Qouz Pharmacy LLC355.1062.17
Asma Pharmacy LLC43.942.32
Al Warqa Pharmacy LLC111.979.77
Al Rafa Pharmacy LLC48.47–0.92
Modern Dar Al Shifa Pharmacy LLC^334.8634.03
Al Raha Pharmacy LLC64.461.82
Al Musalla Pharmacy LLC42.440.12
Maryam Pharmacy LLC95.04–4.03
Yacoub Pharmacy LLC62.79–2.03
Golden Sands Pharmacy LLC78.012.38
Iqra Pharmacy LLC184.2113.67
Med Save Pharmacy LLC117.876.91
Medshop Garden Pharmacy LLC255.5035.19
Ibn Alhaitham Pharmacy LLC39.69–0.95
Rashid Pharmacy LLC119.0711.65
Alfa Pharmacy LLC233.6636.04
Medicine Shoppe Micro Pharmacy LLC57.804.52
Aster Pharmacy LLC, AUH (Formerly known as Farmacia Home Health Care)56.090.17
Aster Pharmacy LLC2,766.49270.41
Aster Grand Pharmacy LLC131.4616.89
Aster JBR Pharmacy LLC67.222.81
Aster Jebel Ali Pharmacy LLC117.3014.57
Avenue Pharmacy LLC83.537.63
Dr Moopens Healthcare Management Services LLC500.16–6.03
DM Healthcare LLC5,259.19325.97
DM Pharmacies LLC992.0748.23
Med Shop Drugs Store LLC7,100.5666.45
DM Group FZ LLC0.00–0.67
Eurohealth Systems FZ LLC78.7323.07
Aster DM Healthcare FZC (Formerly known as Dr Moopens Holdings FZC)149.71389.84
Medcare Hospital LLC7,461.611,382.58
Aster Milan Fertility & Women Care Centre LLC (previously Al Rafa Hospital for Maternity and Surgery LLC)433.003.53
Al Raffah Hospital LLC2,571.82196.91
Dr. Moopens Healthcare Management Services WLL1,871.11337.34
Welcare Polyclinic W.L.L160.1124.78
Sanad for Healthcare Co LLC5,564.992,022.97
Vitamin World LLC7.99–1.86
Aster DIP Pharmacy LLC71.807.46
New Aster Pharmacy JLT100.338.04
Zabeel Pharmacy LLC*0.04–0.09
Sara Pharmacy LLC110.368.21
Al Faisal Pharmacy LLC124.7212.61
Aster Al Shafar Pharmacy LLC81.760.35
Aster Al Shafar Pharmacies Group LLC591.5526.87
Symphony Healthcare Management Services LLC280.55–143.35
Aster Pharmacies Group LLC1,720.09130.01
Alfa Drug Stores LLC (Formerly know as Aster Drug Stores LLC)289.2235.29
Al Raffah Medical Centre LLC130.117.90
Aster Kuwait General Trading LLC304.80–55.37
Al Shafar Pharmacy LLC (AUH)9.96–4.65
Orange Pharmacies LLC99.67–28.14

Annexure D

Report on Corporate Social Responsibility activities

 

1.       Brief Outline of Companies CSR Policy is provided in the Board Report of the Company.

 

2.       The CSR Committee of the Company comprises of Dr. Azad Moopen; Gaurav Malik; Madhavan Nambiar and Harsh C Mariwala.

 

3.       Average Net Profit for Last three financial years – Nil

 

4.       Prescribed CSR Expenditure (2% of the amount mentioned in item 3 above) – Nil

 

5.       Total CSR Expenditure for Financial Year 2014–15 – INR.2.65 million

 

6.       Amount Unspent, if any – Nil

Sr. No.

CSR Project or activity identified

Sector in which the project is covered

Location of Projects or Programmes

Amount out lay(budget) project orprogramme wise(Rs. in million)

Amount spent on the projects or programmes (Rs. inmillion)

Cumulative expenditure up to the reporting period March31, 2015(Rs. in million)

Amount spent: Direct orthough implementing agency

1Financial aid for providing medical assistance to financially backward section of Society HealthcareKochiNA1.091.091.09
2SowkhyamMedical CampHealthcareKochiNA1.561.561.56
Total2.652.652.65

Annexure E

 

Form No. AOC–2

(Pursuant to clause (h) of sub–section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

 

1.       Details of contracts or arrangements or transactions not at arm’s length basis

 

No contracts or arrangements or transaction entered intoby the Company during the year ended 31st March, 2015, which were not at arm’s length basis.

 

2.       Details of material contracts or arrangement or transactions at arm’s length basis

 

There are no material contracts or arrangement or transactions at arm’s length basis entered into by the Companyduring the year ended 31st March, 2015.

 

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2015

[Pursuant to section 204 (1) of the Companies Act 2013 and rule No.9 of the Companies (Appointment and

Remuneration of Personnel) Rules, 2014]

To,

The Members,

Aster DM Healthcare Limited

 

We have conducted the secretarial audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by Aster DM Healthcare Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/ statutory compliances and expressing our opinion thereon.

 

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our own opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 complied with the statutory provisions listed hereunder and also that the company has proper Board – processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

 

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st march, 2015, according to the provisions of:

 

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye–laws framed thereunder.

(iv) Foreign Exchange Management Act, 1999 and the Rules and Regulation made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) Other statutes specifically applicable to the company as per Annexure – A

 

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial standards issued by The Institute of Company Secretaries of India. (not applicable as not yet notified)

 

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations: NIL

 

I further report that the Board of Directors of the company is duly constituted with proper balance of Executive Directors, Non–Executive Directors and Independent Directors. The changes in the composition of Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

 

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

 

Majority decision is carried through dissenting members’ views are captured and recorded as part of the minutes.

 

I further report that, as per the representation and explanations provided to me, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

 

I further report that during the audit period the company has undertaken following major events :

 

i. Altered the MoA with respect to the object clause and capital clause of the Company.

ii. Amended the AoA of the Company.

iii. Issued and allotted shares on preferential basis.

iv. Transferred the shares of the Company.

v. Invested in share capital of other Body corporates.

vi. Invested the funds of the company in liquid funds.

vii. Converted the Company into a Public limited Company.

viii. Appointed Mr. Azad Moopan as MD and entered an employment agreement with him.

ix. Provided corporate guarantee to another body corporate.

 

CS SUNIL SANKAR & Associates

ACS No. :: 20171

C P NO. :: 10613

Place: Ernakulam

Date: 17 July 2015

Annexure – A

 

Other applicable statutes for the Company

 

(1) Ear Drums And Ear Bones (Authority For Use For Therapeutic Purposes) Act, 1982

(2) Eyes (Authority For Use For Therapeutic Purposes) Act, 1982

(3) Biomedical Medical Waste Management Handling Rules, 1998

(4) Karnataka Private Medical Establishments Act, 2007

(5) The Delhi Nursing Homes Registration Act, 1953

(6) The Bombay Nursing Homes Registration Act, 1949

(7) Kerala Panchayat Raj – Transplantation Of Human Organs Act, 1994

(8) Kerala Panchayat Raj (Registration Of Private Hospitals And Paramedical

Establishments) Rules

(9) Narcotic Drugs And Psychotropic Substances Act, 1985

(10) Atomic Energy Act, 1962

(11) Atomic Energy (Radiation Protection) Rules, 2004

(12) Code Of Ethics For Doctors And Nurses

(13) The Drugs And Magic Remedies (Objectionable Advertisements) Act, 1954

(14) Medical Termination Of Pregnancy Act

(15) Transplantation Of Human Organ Act

(16) Indian Medical Degree Act, 1916

(17) Indian Medical Council (Professional Conduct, Etiquette And Ethics) Regulations, 2002

(18) Indian Nursing Council Act, 1947

(19) Pre–Conception And Pre–Natal Diagnostic Techniques (Prohibition Of Sex Selection) Act,

1994

(20) Pre–Conception And Pre–Natal Diagnostic Techniques (Prohibition Of Sex Selection Rule

(21) Radiation Protection Rules, 1971

(22) Radiation Surveillance Procedures For Medical Application Of Radiation, 1989

(23) The Safety Code For Medical Diagnostic X–Ray Equipment And Installations, 2001

(24) Guidelines For Clinical Management Of HIV / Aids

(25) Birth & Death And Marriage Registration Act

Annexure G

Information as per Rule 8 of Companies (Accounts) Rules, 2014 and forming part of Directors Report for the Financial year ended on 31.03.2015

(A)  Conservation of Energy

 

a.      Steps taken or impact on conservation of energy

 

1.      Maintaining Power Factor: Our Electrical Installation power factor maintained at above 0.98 month and month. This is achieved by having Automatic Power Factor Controller connected to the Panel.

 

2.      Landscaping Water: The entire water to the Landscaping of the hospital are catered by Treated water from the Sewage Treatment Plant (STP).

 

3.      Use of Water resistors in water taps: 750 Nos of Water resistors (tap aerators) are introduced in the taps of Washbasin taps in the common area toilets and in patient room toilets. This has reduced water consumption of water in the hospital.

 

4.      Dual flush lever: All toilet Western Commode flush system are connected by dual flush lever, so the user can select the lever which controls the quantity of water requirement to flush.

 

5.      Flush tank adjustment: Float level switch in the flushing system of the toilets are adjusted to the minimum level to reduce the water consumption.

 

6.      Placing Door air curtains: Air curtains are placed in staff main entrance doors to stop cold air going to the outside.

 

7.      Operation of AHUs: Have scheduled the AHU operation of outpatient (OP) areas to the working hours of the OP. This is done both prescheduled in the Building Management System and by manually switching ON/OFF the AHU.

 

8.      Light Control: Have identified areas of light control required:

 

a.      Switching off lights during night in to non–operational areas  in non–OP areas

b.      Switching off lights in areas taking advantage of natural illumination.

 

9.      Vestibule for outdoor entrance: All the entrance doors in the ground floor (10Nos) and emergency (2 doors) have vestibule with double door concept so that operational areas are not in direct opening to external

 

10.  Validation of Rooms: Many rooms were validated for cross room air mixing, including leakages to the externals and appropriate actions taken like closing the openings, duct seepages.

 

11.  BMS Control: Control of AHU which are on BMS for temperature control and Switching ON/ OFF of AHU.

 

 

b.      Steps taken by the company for utilizing alternate energy sources:

 

1.      Biogas unit: Kitchen waste is used in our biogas unit to generate biogas which is used in our kitchen. At present 2 burners for one hour is our yield.

 

c.       Capital investment on energy conservation equipment.

 

Cost of Biogas Unit – INR 4,50,000/–

 

(B)   Technology Absorption

 

a.      Efforts made towards technology adoption

 

                                   i.         Pneumatic Shoot System (PTS) has been installed to transfer samples and medicines from patient areas to lab, pharmacy, nursing stations etc..

 

                                 ii.         Robotic Pharmacy has been installed in the main OP pharmacy. Aster Medcity at Kochi is the first health facility in India to offer fully automated pharmacy robot.

 

                                  iii.      Aster Medcity at Kochi has completely paperless ICUs with Philips – Intellispace Critical care and Anesthesia. Apart from digital ICU the facility also has digital OT, CTVS, CICU and CATHLAB

 

                                   iv.      The Medcity is using OR1 Fusion in its 9 operation theatres which is the Asia Pacific’s first complete digital integration system provided by Karl Storz. KARL STORZ OR1 FUSIONT is combination of various disparate applications into a sole source solution providing exceptional image management with documentation and safety. The first fully digital IP based platform available with robust feature sets and an enhanced graphical user interface for all current as well as future clinical needs. The KARL STORZ OR1 FUSIONT platform is based on 5 unique core technologies. Each core represents a unique capacity or functionality

 

                                     v.      The Aster Medcity is South India’s first health facility to offer the Digital ICU and OR1 Fusion at such a large scale.

 

                                   vi.      Aster Medcity at Kochi is Kerala’s first facility to have Vinci Surgical Robot, ECMO, Flat Panel Biplane Hybrid Cath Lab, and True Beam Machine for Teletherapy (Radiation Oncology) under one roof.

 

                              vii.         Treated water used for reducing water consumption

 

                               viii.      Aster Medcity houses advanced 3 Tesla MRI, world’s fastest 256 CT scanner, advanced Hybrid Vascular Cath lab & Advanced SPET/CT.

 

b.      Benefits derived like product improvement, cost reduction, product development, import substitution

 

                                   i.         As a result of using PTS, usages of man movement and lifts have been reduced. This has also resulted in improved patient experience;

 

                                    ii.      The Advanced Cath Lab has unique differentiating features like two large detectors to cover large organs and major circulatory anatomy for better visualization and accurate procedure. The Cath Lab with Aster Medcity is the first vascular biplanbe hybrid lab with large high resolution monitors for better visibility of small vessels in India

 

                               iii.         Above steps have been helping us in reducing the cost and improving the service quality delivery.

 

c. In case of imported technology (imported during last 3 years):

Details of technology imported

Year of import

Whether technology has been fully absorbed

If not fully absorbed, areas where absorption has not taken place and reasons

Da Vinci IS 3000 Series Single console system 

2014

Yes

NA

Karl Storz OR1 Fusion and Laproscopy system

2014

Yes

NA

100 W Holmium laser

2014

Yes

NA

PHILIPS FD 10 cathlab

2014

Yes

NA

MIZHUHO OT Table

2014

Yes

NA

d.      Expenditure incurred on R&D – Nil 

 

(B)   Foreign Exchange Earnings and Outgo  

Total Foreign Exchange Earned                :           INR 25,994,140/–

Total Foreign Exchange Expended           :           INR 10,701,163/–

Annexure H
FORM NO. MGT 9
EXTRACT OF ANNUAL RETURN
As on financial year ended on 31.03.2015

[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

1CINU85110KL2008PLC021703
2Registration Date18.01.2008
3Name of the CompanyAster DM Healthcare Limited
4Category/Sub–category of the CompanyCompany limited by shares/ Indian non–government company
5Address of the Registered office  & contact detailsIX/475L, Aster Medcity, Kuttisahib Road,
Near Kothad Bridge,South Chittoor P.O,Cheranalloor,
Kochi, Kerala – 682027
6Whether listed companyNo.
7Name, Address & contact details of the Registrar & Transfer Agent, if any.Link Intime India (P) Ltd
C–13, Pannalal Silk Mills Compound,
L.B.S. Marg, Bhandup (W), Mumbai 400 078
Tel: +91 22 61715400

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Sl. No.Name and Description of main products / servicesNIC Code of the Product/service%  to total turnover of the company
1Hospital activities8610057.45%
2Activities of holding companies642028.32%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sl. No.

Name of Subsidiary

CIN /GLN

Holding / Subsidiary /Associate

% of Shares held

Applicable section

       1

Ambady Infrastructure Private Limited, India

U45201KL2008PTC021727

Subsidiary

           100.00

Sec 2 (87)

       2

DM Eye Care (Delhi) Private Limited, India

U85110KL2010PTC025573

Subsidiary

              99.99

Sec 2 (87)

       3

DM Med City Hospitals (India) Private Limited, India

U85110KL2009PTC024999

Subsidiary

              99.99

Sec 2 (87)

       4

Indogulf Hospitals Private Limited, India

U85110KL2012PTC032195

Subsidiary

              65.44

Sec 2 (87)

       5

Malabar Institute of Medical Sciences Limited,  India

U85110KL1995PLC008677

Subsidiary

                6.26

Sec 2 (87)

       6

Medipoint Hospitals Private Limited, India

U85101PN2000PTC015213

Subsidiary

              51.00

Sec 2 (87)

       7

Prerana Hospital Limited, India

U85110PN1996PLC104292

Subsidiary

              80.80

Sec 2 (87)

       8

Sri Sainatha Multi–Speciality Hospital Private Limited, India

U85110TG2007PTC054118

Subsidiary

              42.00

Sec 2 (87)

       9

Aster Pharmacy LLC, AUH (Formerly known as Farmacia Home Health Care)

Subsidiary

                     –  

Sec 2 (87)

      10

Alfa Drug Stores LLC (formerly known as Aster Drug Stores LLC, UAE)

Subsidiary

                     –  

Sec 2 (87)

      11

Asma Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      12

Aster DM Healthcare FZC , UAE

Subsidiary

                     –  

Sec 2 (87)

      13

Aster Grand Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      14

Aster JBR Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      15

Aster Jebel Ali Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      16

Al Shafar Pharmacy LLC (AUH), UAE

Subsidiary

                     –  

Sec 2 (87)

      17

Aster Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      18

Avenue Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      19

Al Ehsan Pharmacy (LLC), UAE

Subsidiary

                     –  

Sec 2 (87)

      20

Al Faisal Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      21

Al Juma Pharmacy LLC , UAE

Subsidiary

                     –  

Sec 2 (87)

      22

Al Musalla Pharmacy (LLC), UAE

Subsidiary

                     –  

Sec 2 (87)

      23

Al Rafa Hospital for Maternity and Surgery LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      24

Al Rafa Medical Centre LLC , UAE

Subsidiary

                     –  

Sec 2 (87)

      25

Al Raha Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      26

Aster Al Shafar Pharmacies LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      27

Aster Al Shafar Pharmacy LLC (Lamcy), UAE

Subsidiary

                     –  

Sec 2 (87)

      28

Al Shifa Pharmacy (LLC), UAE

Subsidiary

                     –  

Sec 2 (87)

      29

Al Warqa Pharmacy (LLC), UAE

Subsidiary

                     –  

Sec 2 (87)

      30

Aster DIP Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      31

Alfa Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      32

Dar Al Shifa Medical Centre LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

33

DM Group FZ LLC, UAE

Subsidiary

  

Sec 2 (87)

      34

Dr. Moopens Medical Poly Clinic LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      35

Eurohealth Systems FZ LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      36

Golden Sands Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      37

Ibn Al Azwar Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      38

Ibn Alhaitham Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      39

Iqra Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      40

Marina Pearl Pharmacy LLC, UAE *

Subsidiary

                     –  

Sec 2 (87)

      41

Maryam Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      42

Med Save Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      43

Med Shop Drugs Store LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      44

Medcare Hospital LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      45

Medicine Shoppe Micro Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      46

Medshop Garden Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      47

Modern Dar Al Shifa Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      48

New Al Qouz Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      49

Rafa Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      50

Rashid Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      51

Sara Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      52

Shindagha Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      53

Symphony Healthcare Management Services LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      54

Union Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      55

Vitamin World LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      56

Yacoub Pharmacy LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      57

Zabeel Pharmacy LLC, UAE *

Subsidiary

                     –  

Sec 2 (87)

      58

New Aster Pharmacy JLT, UAE

Subsidiary

                     –  

Sec 2 (87)

      59

Orange Pharmacies LLC, Jordan

Subsidiary

                     –  

Sec 2 (87)

      60

Aster Kuwait General Trading LLC, Kuwait

Subsidiary

                     –  

Sec 2 (87)

      61

Aster DM Healthcare SPC, Bahrain

Subsidiary

                     –  

Sec 2 (87)

      62

Affinity Holdings Private Limited, Mauritius

Subsidiary

                 100

Sec 2 (87)

      63

Dr. Moopens Healthcare Management Services WLL, Qatar

Subsidiary

                     –  

Sec 2 (87)

      64

Welcare Polyclinic W.L.L, Qatar

Subsidiary

                     –  

Sec 2 (87)

      65

Sanad Al Rahma for Healthcare Co LLC, Kingdom of Saudi Arabia

Subsidiary

                     –  

Sec 2 (87)

      66

DM Pharmacies LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      67

DM Healthcare LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      68

Dr Moopens Healthcare Management Services LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      69

Sanad Al Rahma for Medical Care LLC, Kingdom of Saudi Arabia

Subsidiary

                     –  

Sec 2 (87)

      70

Aster DM Healthcare INC, Philippines

Subsidiary

                     –  

Sec 2 (87)

      71

Al Rafa Hospital LLC, Oman

Subsidiary

                     –  

Sec 2 (87)

      72

Al Raffah Medical Centre LLC, Oman

Subsidiary

                     –  

Sec 2 (87)

      73

Aster Pharmacies Group LLC, UAE

Subsidiary

                     –  

Sec 2 (87)

      74

EMED Human Resources (India) Private Limited, India

Associate

              33.33

Sec 2 (6)

      75

MIMS Infrastructure and Properties Private Limited,  India

Associate

                     –  

Sec 2 (6)

      76

Aries Holdings FZC, UAE

Associate

                     –  

Sec 2 (6)

      77

Union Investments Private Limited, Mauritius

Holding

                     –  

Sec 2 (46)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

I. Category–wise Share Holding 

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year% Change during the year
DematPhysical Total% of Total SharesDematPhysical Total% of Total Shares
A. Promoters
(1) Indian
a)Individual/HUF

b) Central Govt.

c) State Govt. (s)

d) Bodies Corp.
f) Any Other….
e) Banks / FI
Sub–total (A) (1):–
(2) Foreign
a) NRIs – Individuals
b) Other – Individuals
c) Bodies Corp. 201,548,03411,707,008213,255,04256.24%201,548,0346,007,008207,555,04253.41%(2.67)
d) Banks / FI
e) Any Other….
Sub–total (A) (2):– 201,548,03411,707,008213,255,04256.24%201,548,0346,007,008207,555,04253.41%(2.67)
Total shareholding of Promoter (A) = (A)(1)+(A)(2)201,548,03411,707,008213,255,04256.24%201,548,0346,007,008207,555,04253.41%(2.67)
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt.
d)  State Govt.(s)

e) Venture Capital funds

46,537,49146,537,49112.27%46,537,49146,537,49111.97%
e) Insurance Companies
g) FIIs
h) Foreign Venture Capital Funds 3,830,4006,369,87810,200,2782.62%100
i) Others (specify)
Sub–total (B)(1):–46,537,49146,537,49112.27%50,367,8916,369,87856,737,76914.6%21.92
2. Non–Institutions
a) Bodies Corp.
i) Indian
ii) Overseas 95,375,28095,375,28025.15%100,353,987100,353,98725.82%5.22
b)Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

ii) Individual

shareholders

holding

nominal share

capital in

excess of Rs 1 lakh

2,525,52316,837,82119,363,3445.11%2,525,52316,837,82119,363,3444.98%

c) Others

4,628,2504,628,2501.22%4,628,2504,628,2501.19%

Sub–total (B)(2):–

97,900,80321,466,071119,366,87431.48%102,879,51021,466,071124,345,58132%(4.17)

Total Public Shareholding (B)=(B)(1)+ (B)(2) 

144,438,29421,466,071165,904,36543.76%153,247,40121,466,071181,083,35046.6%9.15
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 345,986,32833,173,079379,159,407100%354,795,43527,473,079388,638,392100%

II. Shareholding of Promoter–

Sl.
No
Shareholder’s NameShareholding at the beginning of the yearShareholding at the end of the year% change in shareholding during the year
No. of Shares% of total Shares of the company%of Shares Pledged / encumbered to total sharesNo. of Shares% of total Shares of the company%of Shares Pledged / encumbered to total shares
1Union Investments (P)Ltd213,255,04256.24%207,555,04253.41%(2.67)
Total213,255,04256.24%207,555,04253.41%(2.67)

III. Change in Promoters’ Shareholding (please specify, if there is no change)

Sl. No.ParticularsShareholding at the beginning of the yearCumulative Shareholding during the year
No. of shares% of total
shares of the company 
No. of shares% of total
shares of the
company
1At the beginning of the year213,255,04256.24%213,255,04256.24%
2Transfer: 06th May, 2014(5,700,000)1.50%207,555,04253.41%
3At the end of the year207,555,04253.41%207,555,04253.41%

IV. Shareholding Pattern of top ten Shareholders:
(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl. No.For Each of the Top 10 ShareholdersShareholding at the beginning of the yearShareholding at the End of the year
No. of shares% of total shares of the companyNo. of shares% of total shares of the company
Olympus Capital Asia Investments Limited95,375,28025.15%105,575,55827.17%
IVF Trustee Company Private Limited46,537,49112.27%46,537,49111.97%
Rashid Aslam Bin Mohideen Mammu Haji11,225,2142.96%11,225,2142.89%
Shamsudheen Bin Mohideen Mammu Haji5,612,6071.48%5,612,6071.44%
DM Healthcare Employees Welfare Trust4,628,2501.22%4,628,2501.19%
Indium IV (Mauritius) Holdings Limited4,978,7071.28%

V. Shareholding of Directors and Key Managerial Personnel:

Sl. NoShareholding of each Directors and each Key Managerial PersonnelShareholding at the beginning
of the year
Cumulative Shareholding during the
year
No. of shares% of total
shares of the
company
No. of shares% of total
shares of the
company
1At the beginning of the year2,525,5230.67%2,525,5230.67%
2
3At the end of the year2,525,5230.67%2,525,5230.67%

V. INDEBTEDNESS – Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans excluding depositsUnsecured LoansDepositsTotal Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount265,76,91,066265,76,91,066
ii) Interest due but not paid
iii) Interest accrued but not due854,795854,795
Total (i+ii+iii)265,85,45,861265,85,45,861
Change in Indebtedness during the financial year
Addition48,76,93,85048,76,93,850
Reduction37,49,26,22637,49,26,226
Net Change11,27,67,62411,27,67,624
Indebtedness at the end of the financial year
i) Principal Amount *277,02,44,992277,02,44,992
ii) Interest due but not paid
iii) Interest accrued but not due10,68,49310,68,493
Total (i+ii+iii)277,13,13,485277,13,13,485

* Excluding non–fund limit utilised (Letter of credit) from the Bank amounting to Rs.75.12 Crore.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL–

A. Remuneration to Managing Director, Whole–time Directors and/or Manager:

Sl No.Particulars of RemunerationName of Managing DirectorTotal Amount
Dr. Azad Moopen
1Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income–tax Act, 196120,00,00020,00,000
(b) Value of perquisites u/s 17(2) Income–tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income– tax Act, 1961
2Stock Option
3Sweat Equity
4Commission
–  as % of profit
–  others, specify…
5Others, please specify
Total (A)20,00,00020,00,000
Ceiling as per the Act20,00,00020,00,000

B. Remuneration to other directors

SN.Particulars of RemunerationName of DirectorsTotal Amount
Independent Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (1)
Other Non–Executive Directors
Fee for attending board committee meetings
Commission
Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. NoParticulars of RemunerationKey Managerial Personnel
Company SecretaryCFOTotal
1Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income–tax Act, 196116,40,00094,39,992110,79,992
(b) Value of perquisites u/s 17(2) Income–tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income–tax Act, 1961
2Stock Option
3Sweat Equity
4Commission
–  as % of profit
others, specify…
5Others, please specify
Total16,40,00094,39,992110,79,992

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

TypeSection of the Companies ActBrief DescriptionDetails of Penalty / Punishment/ Compounding fees imposedAuthority
[RD / NCLT/ COURT]
Appeal made,
if any (give Details)
A. COMPANY
PenaltyNilNANilNANA
PunishmentNilNANilNANA
CompoundingNilNANilNANA
B. DIRECTORS
PenaltyNilNANilNANA
PunishmentNilNANilNANA
CompoundingNilNANilNANA
C. OTHER OFFICERS IN DEFAULT
PenaltyNilNANilNANA
PunishmentNilNANilNANA
CompoundingNilNANilNANA

Description of state of companies affair

2. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS During the year under review your company reported total income from operations of INR 530.15 mn as compared INR 8.86 mn mainly on account of commencement of the commercial operations of Aster Medcity, Kochi and acquisition of the Operations and Management rights in Aster CMI, Bengaluru.During the year under review, we have capitalised INR 3,999.6 Mn on a standalone basis. This comprises of INR 1,664.89 for medical equipment, INR 2,334.71 on infrastructures including hospital buildings. In the previous year we capitalised INR 15.6 Mn on a standalone basis. Aster Medcity, Kochi In August 2014, we launched Aster Medcity, a multi–specialty quaternary care hospital in a campus spread across 40 acres of land in Kochi, Kerala, India, to be positioned as a key destination for medical value travel. Aster Medcity has a 670 bed capacity and houses state of the art facilities with a multispecialty hospital and eight specialty centres for cardiac sciences, orthopaedics and rheumatology, neurosciences, nephrology and urology, oncology, gastroenterology and hepatology, women’s health, child and adolescent health. Aster Medcity is equipped with advanced technology and equipment, including a complete digital integration system with auto pilot anaesthesia machine and isocentric C arm, the Da Vinci Robot for precision and accuracy in surgical procedures and 256–Slice CT providing the fastest and lowest radiation CT scan, and utilises robotic surgery. In addition to Aster Medcity, group own or operate seven multi–specialty hospitals in India through its subsidiaries, with each offering a wide range of medical services, including cardiology, dental, neurology, obstetrics and gynaecology, oncology, orthopaedics, paediatrics, plastic surgery and radiology. Aster CMI Hospital, Bengaluru. Your Company acquired Operations and Management rights in Cauvery Medical Center Limited, Bangalore in May, 2014 and rebranded the same as Aster CMI, Bengaluru. The Aster CMI Hospital in Bengaluru, Karnataka and has been operated and managed by us since 2014. The Aster CMI Hospital has an area of approximately 420,000 square feet. It has 42 operational beds with a capacity of 60 beds and plan to increase the bed capacity to 440 beds by fiscal 2018. It offers various specialities such as general medicine, gynaecology, paediatrics, Internal medicine, general surgery and orthopaedics. Prime Hospitals, Hyderabad Your Company acquired 51% voting rights in Sri Sainatha Multispecialty Hospitals Private Limited in August, 2014 which operates two Prime Hospitals in Hyderabad, Andhra Pradesh which have been operational since fiscal 2008 and fiscal 2009.The hospitals consist of the Ameerpet facility and Kukatpally facility, which have a combined area of 90,000 square feet and 146 operational beds. The hospitals offer various specialties such as cardiology, neurology, orthopaedics, paediatrics, nephrology, general medicine and gynaecology.

Details regarding energy conservation

Particulars required under Section 134 (3 (m) read with Rule 8 of Companies (Accounts) Rules, 2014 is enclosed as Annexure G, forming part of this report.

Details regarding technology absorption

Particulars required under Section 134 (3 (m) read with Rule 8 of Companies (Accounts) Rules, 2014 is enclosed as Annexure G, forming part of this report.

Details regarding foreign exchange earnings and outgo

Particulars required under Section 134 (3 (m) read with Rule 8 of Companies (Accounts) Rules, 2014 is enclosed as Annexure G, forming part of this report.

Disclosures in director’s responsibility statement

Your directors confirm that: (a) in the preparation of the annual accounts, the applicable accounting standards had 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and (d) the directors have prepared the annual accounts on a going concern basis; (e) as required under section 134 (5) (f) of the Companies Act, 2013 and according to the information and explanation presented to us, based on review done by the Audit Committee and as recommended by it, we the Board of Directors hereby state that adequate systems and processes, commensurate with the size of the Company and nature of its business, have been put in place by the Company, to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

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