Corporate Governance Report
1. The Company's philosophy on code of governance
The basic objective of corporate governance policies adopted by the Company is to attain the highest levels of transparency, accountability and integrity. This objective extends not merely to comply with statutory requirements but also to go beyond them by putting into place procedures and systems, which are in accordance with the best practices of governance. Your Company believes that good Corporate Governance enhances the trust and confidence of all the stakeholders. Good practice in corporate behaviour helps to enhance and maintain public trust in companies and the stock markets.
Your Company reviews its corporate governance practices to ensure that they reflect the latest developments in the corporate arena and in positioning itself to conform to the best corporate governance practices. Your Company is committed to pursuing excellence in all its activities and in maximisation of shareholders' wealth.
The Company’s corporate governance policies and practices focus on the following principles:
1. To recognize the respective roles and responsibilities of the Board and management.
2. To achieve the highest degree of transparency by maintaining a high degree of disclosure levels.
3. To ensure and maintain high ethical standards in its functioning.
4. To accord the highest importance to investor relations.
5. To ensure a sound system of risk management and internal controls.
6. To ensure that employees of the Company subscribe to the corporate values and apply them in their conduct.
7. To ensure that the decision making process is fair and transparent.
8. To ensure that the Company follows globally recognized corporate governance practices.
Apollo's Governance structure broadly comprises of the Board of Directors and the Committees of the Board at the apex level and the Management structure at the operational level. This layered structure brings about a harmonious blend in governance as the Board sets the overall corporate objectives and gives direction and freedom to the Management to achieve these corporate objectives within a given framework, thereby bringing about an enabling environment for value creation through sustainable profitable growth.
The Board of Directors plays a pivotal role in ensuring that the Company runs on sound and ethical business practices and that its resources are utilized for creating sustainable growth and societal wealth. The Board operates within the framework of a well defined responsibility matrix which enables it to discharge its fiduciary duties of safeguarding the interests of the Company, ensuring fairness in the decision making process and integrity and transparency in the Company's dealing with its Members and other stakeholders.
With a view to have a more focused attention on various facets of business and for better accountability, the Board has constituted the following committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee, Risk Management Committee, Corporate Social Responsibility Committee and Investment Committee. Each of these Committees have been mandated to operate within a given framework.
A management structure for running the business of the Company as a whole is in place with appropriate delegation of powers and responsibilities.
2. Board of Directors
The Company has an Executive Chairman. As per Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), in case of an Executive Chairman, at least half of the Board should comprise of independent directors. Independent Directors constitute 61 per cent of the overall Board. The Board has a healthy blend of executive and non-executive directors, and consequently ensures the desired level of independence in functioning and decision-making. Moreover all the non-executive directors are eminent professionals, and bring the wealth of their professional expertise and experience to the management of the Company.
(b) Board Meetings and Attendance of Directors.
Five board meetings were held during the financial year from 1st April 2015 to 31st March 2016. The dates on which the meetings were held are as follows:-
28th May 2015, 11th August 2015, 14th November 2015, 12th February 2016 and 15th March 2016.
As on 31st March, 2016, none of the Directors on the Board hold the office of Director in more than 10 Public Limited Companies, or Membership of Committees of the Board in more than 10 Committees and Chairmanship of more than 5 Committees, across all companies. None of the Independent Directors of the Company serve as an Independent Director in more than seven listed companies and where any Independent Director is serving as whole-time director in any listed company, such director does not serve as an Independent Director in more than three listed companies.
The Companies Act, 2013 read with the relevant rules made thereunder, now facilitates the participation of a Director in Board / Committee Meetings through video conferencing or other audio visual mode. Accordingly, the option to participate in the Meeting through video conferencing was made available for the Directors except in respect of such Meetings / Items which are not permitted to be transacted through video conferencing.
(c) Availability of Information to Board Members
The Board periodically reviews the items required to be placed before it and in particular reviews and approves quarterly/half yearly unaudited financial statements and the audited annual financial statements, corporate strategies, business plans, annual budgets, projects and capital expenditure. It monitors overall operating performance, progress of major projects and reviews such other items which require the Board's attention. It directs and guides the activities of the Management towards the set goals and seeks accountability. It also sets standards of corporate behaviour, ensures transparency in corporate dealings and compliance with laws and regulations. The Agenda for the Board Meeting covers items as prescribed under Part A of Schedule II of Sub- Regulation 7 of Regulation 17 of the Listing Regulations to the extent these are relevant and applicable. All agenda items are supported by relevant information, documents and presentations to enable the Board to take informed decisions.
The information made available to the Board includes the following:
1. Annual Operating plans, budgets and any updates.
2. Capital budgets and any updates.
3. Quarterly results for the Company and its operating divisions or business segments.
4. Minutes of meetings of the audit committee and other committees of the Board.
5. The information or recruitment and remuneration of senior officers just below the board level, including appointment and removal of the Chief Financial Officer and the Company Secretary.
6. Show cause, demand, prosecution notices and penalty notices, which are materially important.
7. Fatal or serious accidents, dangerous occurrences any material effluent or pollution problems.
8. Any material default in financial obligations to and by the Company or substantial non-payment for goods sold by the Company.
9. Any issue which involves possible public or product liability, claims of substantial nature including judgments or orders which, may have passed strictures on the code of conduct of the Company or taken an adverse view regarding another enterprise that can have negative implications on the Company.
10. Details of joint venture or collaboration agreements.
11. Transactions that involve substantial payments towards goodwill, brand equity or intellectual property.
12. Significant labour problems and their resolutions. Any significant development on the Human Resources / Industrial Relations front like signing of wage agreement, implementation of VRS scheme etc.
13. Sale of material nature such as investments, subsidiaries, assets which is not in the normal course of business.
14. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.
15. Non-compliance of any regulatory, statutory or listing requirements and shareholder services such as non--payment of dividend, delay in share transfers etc.
d) The Board reviews periodically the compliance reports of all laws applicable to the Company.
e) Code of Conduct for Board Members and Senior Management Personnel
The Board of Directors had adopted a Code of Conduct for the Board Members and Senior Management Personnel of the Company. This Code helps the Company to maintain the Standard of Business Ethics and ensure compliance with the legal requirements, specifically under Regulation 17(3) of the Listing Regulations. The Code is aimed at preventing any wrongdoing and promoting ethical conduct of the Board and employees.
The Company Secretary has been appointed as the Compliance Officer and is responsible to ensure adherence to the Code by all concerned. A copy of the code of conduct has been posted at the Company's official website www. apollohospitals.com
The Code lays down the standard of conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
The declaration regarding compliance with the code of conduct is appended to this report.
Code of Conduct for prevention of Insider Trading
The Company has adopted a code of conduct for prevention of insider trading in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. Shri. S.M. Krishnan, Vice President Finance and Company Secretary is the Compliance Officer. All the Directors and Senior Management Personnel and such other designated employees of the Company who are expected to have access to unpublished price sensitive information relating to the Company are covered under the said code. The Directors, their relatives, senior management personnel, designated employees etc., are restricted from purchasing, selling and dealing in the shares while being in possession of unpublished price sensitive information about the Company during certain prohibited periods. All Board Directors and the designated employees have confirmed compliance with the Code.
(f) Familiarization Programmes for Board Members
The Board Members of the Company are eminent personalities having wide experience in the field of business, finance, education, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.
The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.
Periodic presentations are made at the Board and Board Committee Meetings, on business apart from performance updates of the Company, global business environment, business strategy and risks involved. Updates on relevant statutory changes encompassing important laws are regularly circulated to the Independent directors.
A strategy conclave, a one day event was conducted on 14th March 2016. All Board Members, Senior Business Executives and support functions were invited to this event. A detailed view of strategy was presented by all business unit heads at the conclave. This session helped Board Members familiarise themselves with strategy and future plans of the Company.
The familiarisation policy including details of familiarisation programmes attended by independent directors during the year ended March 31, 2016 is posted on the website of the Company at <https://www.apollohospitals.com/> apollo_pdf/board-familiariation-policy.pdf.
(g)Independent Directors' Meeting
During the year under review, the Independent Directors met on November 14, 2015, inter alia, to discuss:
• Evaluation of the performance of Independent Directors and the Board of Directors as a whole;
• Evaluation of the performance of Chairman of the Company, taking into account the views of the Executive and Non Executive Directors.
• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.
All the Independent Directors were present at the Meeting.
1. Audit Committee
a) Composition of the Audit Committee
The Company continued to derive immense benefit from the deliberations of the Audit Committee comprising of the following Independent Directors.
1. Shri. Deepak Vaidya, Chairman
2. Shri. G. Venkatraman
3. Shri. Rajkumar Menon
The committee comprises of eminent professionals with expert knowledge in corporate finance. The Minutes of each audit committee meeting are placed before and discussed by the Board of Directors of the Company.
b) Meetings of the Audit Committee
The Audit Committee met five times during the financial year from 1st April 2015 to 31st March 2016. The dates on which the meetings were held are as follows:-
27th May 2015, 10th August 2015, 14th November 2015, 11th February 2016 and 15th March 2016.
c)Powers of the Audit Committee
The powers of the Audit Committee include the following:
1. To investigate any activity within its terms of reference.
2. To seek information from any employee.
3. To obtain outside legal or other professional advice.
4. To secure attendance of outsiders with relevant expertise, if it considers necessary
The role of the Audit Committee includes the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of the auditors of the company;
3. Approval of payments to the statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:
a. 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.
b. Changes, if any, in accounting policies and practices and reasons for the same.
c. Major accounting entries involving estimates based on the exercise of judgment by management.
d. Significant adjustments made in the financial statements arising out of audit findings.
e. Compliance with listing and other legal requirements relating to financial statements.
f. Disclosure of any related party transactions.
g. Modified opinion(s) in the draft Audit Report.
5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;
6. 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 utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of the audit process;
8. Approval or any subsequent modification of transactions of the company with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
13. 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;
14. Discussion with internal auditors on any significant findings and follow up there on;
15. 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;
16. 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;
17. To look 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;
18. To review the functioning of the Whistle Blower mechanism;
19. Approval of appointment of the CFO after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee. The Audit Committee shall mandatorily review the following information.
i) Management discussion and analysis of financial condition and results of operations.
ii) Statement of significant related party transactions (as defined by the audit committee and submitted by management)
iii) Management letters / letters of internal control weaknesses issued by the statutory auditors.
iv) Internal audit reports relating to internal control weaknesses; and
v) The appointment/removal and terms of remuneration of the Internal Auditors shall be subject to review by the Audit Committee and such other matters as prescribed.
In addition to the areas noted above, the audit committee reviews controls and security relating to the Company's critical IT applications, the internal and control assurance audit reports of all major divisions and profit centers and deviations from the code of business principle, if any.
2. Nomination & Remuneration Committee
The Nomination & Remuneration Committee comprises of the following Independent and Non Executive Directors.
1. Shri. N. Vaghul
2. Shri. Deepak Vaidya
3. Shri. G. Venkatraman and
4. Shri. Rafeeque Ahamed
b) Meetings of the Nomination & Remuneration Committee
One meeting was held on 28th May 2015 during the financial year from 1st April 2015 to 31st March 2016.
c)The Scope of the Nomination & Remuneration Committee includes the following:
1. The Committee shall formulate the criteria for determining the qualification, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.
2. The Committee shall identify persons who are qualified to become directors and who may be appointed in senior management positions in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director's performance.
3. The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient, relationship of remuneration to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay.
4. Review the policy from time to time for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;
5. Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent, the relationship of remuneration to performance is clear and meets appropriate performance benchmarks and that the remuneration involves a balance between fixed and incentive pay reflecting short term and long term objectives of the Company.
6. Filling up of vacancies in the Board that might occur from time to time and appointment of additional Non-Executive Directors. In making these recommendations, the Committee shall take into account the special professional skills required for efficient discharge of the Board's functions.
7. Recommendation to the Board with regard to retirement of directors, liable to retire by rotation and appointment of Executive Directors.
8. To determine and recommend to the Board from time to time -
a) t he amount of commission and fees payable to the Directors within the applicable provisions of the Companies Act, 2013.
b) the amount of remuneration, including performance or achievement bonus and perquisites payable to the Executive Directors
c) To frame guidelines for Reward Management and recommend suitable schemes for the Executive Directors and Senior Management and
9. To determine the need for key man insurance for any of the company's personnel
10. To carry out the evaluation of performance of Individual Directors and the Board.
11. To carry out any function as is mandated by the Board from time to time and /or enforced by any statutory notification, amendment or modifications as may be applicable.
d) Policy for selection of Directors and their remuneration
The N&R Committee has adopted a Charter which, inter alia, deals with the manner of selection of Non-Executive Directors, Independent Directors and Executive Directors and their remuneration. This Policy is accordingly derived from the said Charter.
1. Criteria for selection of Non-Executive Directors and Independent Directors.
a. The Non-Executive Directors shall be persons of high integrity with relevant expertise and experience so as to have a diverse Board with Directors having expertise in the fields of manufacturing, marketing, finance, taxation, law, governance and general management.
b. In case of appointment of Non-Executive Independent Directors, the N&R Committee shall satisfy itself with regard to the independent nature of the Directors vis-à-vis the Company so as to enable the Board to discharge its function and duties effectively.
c. The N&R Committee shall ensure that the candidate identified for appointment as a Director is not disqualified for appointment under Section 164 of the Companies Act, 2013.
d. The N&R Committee shall consider the following attributes / criteria, whilst recommending to the Board the candidature for appointment as Director.
i. Qualifications, expertise and experience of the Directors in their respective fields;
ii. Personal, Professional or business standing;
iii. Diversity of the Board.
e. In case of re-appointment of Non-Executive Independent Directors, the Board shall take into consideration the performance evaluation of the Director and his engagement level.
2. Criteria for selection of Executive Directors.
For the purpose of selection of the Executive Directors, the N&R Committee shall identify persons of integrity who possess relevant expertise, experience and leadership qualities required for the position and shall take into consideration recommendations, if any, received from any member of the Board.
The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other qualifications as laid down under the Companies Act, 2013 or other applicable laws.
3. Remuneration Policy
a) Executive Directors
The main aim of the remuneration policy is to pay the Executive Directors and senior management competitively, having regard to other comparable companies and the need to ensure that they are properly remunerated and motivated to perform in the best interests of shareholders. Performance related rewards, based on measured and stretch targets, are therefore an important component of remuneration packages.
The Nomination & Remuneration Committee obtains external advice from independent firms of compensation and benefit consultants when necessary.
The main components of the remuneration package for executive directors comprises of base salary and performance related variable annual incentive linked to company performance.
Base Compensation (Fixed pay)
The base salary or the fixed component has been finalized based on prevailing market standards. The salaries for executive directors will be reviewed annually having regard to the job size, responsibility levels, performance evaluation and competitive market practice. Also, the annual increments relating to the fixed pay components will be decided by the Nomination & Remuneration Committee based on company performance and market conditions.
Performance based incentive (Variable pay)
All Executive Directors would be eligible for performance based Variable Pay, linked to the achievement of operating profit targets and job related goals. A percentage of the bonus is payable with reference to the profit targets and the balance is payable with reference to the individual performance criteria. The maximum annual bonus payable is 125% of base salary.
In addition to the variable pay, the Executive Chairman will be eligible for a commission of upto 1% of the net profits before tax of the Company. This will be determined by the Nomination & Remuneration Committee based on the review of the Executive Chairman's achievement linked to improvement in shareholders returns and brand enhancement.
The Executive Directors Compensation as detailed above is within the overall framework of the approvals given by shareholders and in line with the managerial remuneration limits as specified under the Companies Act, 2013. The job related goals for each working director will be set out by the Nomination & Remuneration Committee every year.
b) Non Executive Directors
Compensation to the non-executive directors takes the form of;
1. Sitting fees for the meetings of the Board and Committees, if any attended by them and
2. Commission on profits.
The Shareholders have approved the payment of commission to Non Executive and Independent Directors within the overall maximum ceiling limit of 1% of the net profits of the Company for a period of five years with effect from 1st April 2014 in addition to the sitting fee being paid by the Company for attending the Board/ Committee Meetings.
The compensation is reviewed periodically taking into consideration various factors such as performance of the Company, time spent by the directors for attending to the affairs and business of the Company, and the extent of responsibilities cast on the directors under various laws and other relevant factors.
The Board approved the payment of commission of ?1.25 million to each Non Executive Independent Director of the Company for the year ended 31st March 2016.
The aggregate commission payable to all non-executive directors is well within the limits approved by the shareholders and in line with the provisions of the Companies Act, 2013.
c) Senior Management Employees
In determining the remuneration of Senior Management Employees (ie KMPs and Executive Committee Members) the N&R Committee shall ensure/consider the following :
i) The relationship of remuneration and performance benchmark is clear;
ii) The balance between fixed and incentive pay reflecting short and long term performance objectives, is appropriate to the working of the Company and its goals;
iii) The remuneration is divided into two components viz, fixed component comprising salaries, perquisites and retirement benefits and a variable component comprising performance bonus.
iv) The remuneration including annual increment and performance bonus is decided based on the criticality of the roles and responsibilities, the Company's performance vis-à-vis the annual budget achievement, individuals performance vis-à-vis KRAs/KPIs, industry benchmarks and current compensation trends in the market.
v) The Managing Director will carry out the individual performance review based on the standard appraisal matrix and shall take into account the appraisal score card and other factors mentioned hereinabove, whilst recommending the annual increments and performance incentives to the N&R Committee for its review and approval.
e) Performance Evaluation of the Board and the Directors
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and the Directors individually.
A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interests of the Company and its minority shareholders etc. The performance evaluation of the Chairman and the Executive Directors was carried out by the Independent Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the overall evaluation process.
3. Stakeholders Relationship Committee
a) Composition and Scope of the Stakeholders Relationship Committee
The Stakeholders Relationship Committee specifically looks into issues such as redressing of shareholders' and investors' complaints such as transfer of shares, non-receipt of shares, non-receipt of declared dividends and ensuring expeditious share transfers and also redresses the grievances of deposit holders, debenture holders and other security holders.
This Committee comprises of the following Directors:-
1. Shri. Rajkumar Menon, Chairman
2. Smt. Preetha Reddy and
3. Smt. Suneeta Reddy
b) Meetings of the Stakeholders Relationship Committee
The Committee met four times during the year on 11th April 2015, 8th July 2015, 10th October 2015 and 12th January 2016.
c) Legal Proceedings
There are four pending cases relating to dispute over the title to shares, in which Company had been made a party. However these cases are not material in nature.
4. Corporate Social Responsibility Committee
The terms of reference of the Committee include the following:-
• To formulate and recommend to the board, a CSR policy, which will indicate the activities to be undertaken by the company as well as the amount of expenditure to be incurred on the activities referred to in the CSR policy.
• To monitor the CSR activities from time to time.
• To prepare a transparent monitoring mechanism for ensuring implementation of the projects / programmes / activities proposed to be undertaken by the Company.
• To report, in the prescribed format, the details of the CSR initiatives in the Directors' Report and in the Company's website.
• The Company undertook the following projects as specified in Schedule VII of the Companies Act, 2013.
a. Preventive Healthcare encompassing free health and medical screening camps.
b. Education/Vocational skilling initiatives
c. Rural Development.
During the financial year the company contributed a total of ?86.44 million to CSR activities and constituted a team to monitor its progress. The report on CSR activities is annexed herewith as Annesure A to the Directors Report.
5. Risk Management Committee
Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks. The objectives and scope of the Risk Management Committee broadly comprises:
• Oversight of risk management performed by the executive management;
• Reviewing the BRM policy and framework in line with local legal requirements and SEBI guidelines;
• Reviewing risks and initiating mitigation actions and risk ownership as per a pre-defined cycle;
Defining framework for identification, assessment, monitoring, mitigation and reporting of risks. Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact analysis and mitigation plans.
6. Investment Committee
a) Composition and Scope of the Investment Committee
The Investment Committee comprises of a majority of Independent Directors and consists of the following members.
1. Shri.N. Vaghul
2. Shri. Deepak Vaidya
3. Shri. Vinayak Chatterjee
4. Smt. Preetha Reddy
5. Smt. Suneeta Reddy
The scope of the Investment Committee is to review and recommend investments in new activities planned by the Company.
7. Share Transfer Committee
Composition and Scope of the Share Transfer Committee
The Share Transfer committee comprises of the following directors:
1. Smt. Preetha Reddy
2. Shri. Rajkumar Menon
3. Shri. Rafeeque Ahamed,
The Share Transfer Committee, constituted by the Board has been delegated powers to administer the following:-
• To effect transfer of shares
• To effect transmission of shares
• To issue duplicate share certificates as and when required; and
• To confirm demat/remat requests
The Committee, attends to share transfers and other formalities once in a fortnight
5. Means of Communication
The unaudited quarterly/half yearly financial statements are announced within forty five days from the end of the quarter. The aforesaid financial statements are taken on record by the Board of Directors and are communicated to the Stock Exchanges where the Company's securities are listed. Once the Stock Exchanges have been intimated, these results are communicated by way of a Press Release to various new agencies/analysts and published within 48 hours in two leading daily newspapers - one in English and one in Tamil.
The audited annual results are announced within sixty days from the end of the last quarter as stipulated under the Listing Agreement with the Stock Exchanges. For the financial year ended 31st March 2016, the audited annual results were announced on 25th May 2016. The audited annual results are taken on record by the Board of Directors and are communicated to the Stock Exchanges where these results are communicated by way of a Press Release to various news agencies/analysts and are also published within 48 hours in two leading daily newspapers - one in English and one in Tamil. The audited financial results form a part of the Annual Report which is sent to the Shareholders prior to the Annual General Meeting.
The quarterly, half-yearly and annual results of the Company are published in leading newspapers in India which include Economic Times, Business Standard, The Hindu Business Line and Makkal Kural. The results are also posted on the Company's website "www.apollohospitals.com <http://www.apollohospitals.com>". Press Release made by the Company from time to time are also posted on the Company's website. Presentations made to the institutional investors and analysts after the declaration of the quarterly, half-yearly and annual results are also posted on the Company's website.
The Company also informs by way of intimation to the Stock Exchanges all price sensitive information or such other matters which in its opinion are material and of relevance to the shareholders.
Reminder to Investors : Reminders for unclaimed dividend/interest are sent to the shareholders as per records every year.
NSE Electronic Application Processing System (NEAPS) : BSE Corporate Compliance & Listing Centre : The NEAPS/ BSE's listing centre is a web-based application, designed for coporates. All periodic compliance related filings and other material information is filed electronically on the designated portals.
SEBI Complaints Redress System (SCORES): Investor Complaints are processed in a centralised web based complaints redress system. The salient feature of this system are centralised database of all complaints, online upload of Action Taken Reports (ATRS) by the concerned companies and online viewing by investors of action taken on the complaint and its current status.
6. Other Disclosures
a) Related Party Transactions
There were no materially significant related party transactions or pecuniary transactions or relationships between the Company and its directors, promoters or the management that may have a potential conflict with the interests of the Company at large except the details of transactions disclosed in Notes forming part of the Accounts as required under Accounting Standard 18 of the Institute of Chartered Accountants of India. All related party transactions are negotiated on an arms length basis.
All details relating to financial and commercial transactions, where directors may have a potential interest are provided to the Board and the interested Directors neither participate in the discussions, nor do they vote on such matters. The Audit Committee of the Company also reviews related party transactions periodically.
The Board has approved a policy for related party transactions which has been uploaded on the Company's website.
b) Vigil Mechanism/Whistle Blower Policy
The Apollo Hospitals Group believes in the conduct of affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and is committed to developing a culture where it is safe for all employees to raise concerns about any unacceptable practice or any event of misconduct. The organization provides a platform for directors and employees to disclose information internally, which he/she believes shows serious malpractice, impropriety, abuse or wrong doing within the company without fear of reprisal or victimization. Further, assurance is also provided to the directors and employees that prompt action will be taken to investigate complaints made in good faith.
The Ethics helpline can be contacted to report any suspected or confirmed incident of fraud/misconduct on:
The Chairman, Group Compliance Committee
Apollo Hospitals Enterprise Limited
Mezzanine Floor, Ali Towers, 55, Greams Road, Chennai - 600 006
Tel : 91-44-2829 6716 Email:email@example.com
Your Company does not have any Material non-listed Subsidiary Company whose turnover or networth exceeded 20% of the consolidated turnover or networth respectively of the Company and its subsidiaries in the immediately preceding accounting year.
The Company has formulated a policy for determining Material Subsidiaries and the same has been posted on the website www.apollohospitals.com
d) Accounting Treatment
The Company follows Accounting Standards issued by the Institute of Chartered Accountants of India and in preparation of financial statements, the Company has not adopted a treatment different from that prescribed by any Accounting Standard. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.
e) Internal Controls
The Company has a formal system of internal control testing which examines both the design effectiveness and operational effectiveness to ensure reliability of financial and operational information and all statutory / regulatory compliances. The Company has a strong monitoring and reporting process resulting in financial discipline and accountability.
f) Risk Management
Business Risk Evaluation and management of such risks is an ongoing process within the organization. The Board has constituted a Risk Management Committee headed by the Managing Director which reviews the probability of risk events that adversely affect the operations and profitability of the Company and suggests suitable measures to mitigate such risks.
A Risk Management Framework is already in place and the Executive Management reports to the Board periodically on the assessment and minimization of risks.
g) Proceeds of Public, Rights and Preferential Issues
During the year, the Company had not issued or allotted any securities.
The Management's Discussion and Analysis Report is appended to this report.
L) Disclosures regarding appointment or re-appointment of Directors
As per the Companies Act, 2013, atleast two thirds of the Board should consist of retiring Directors, of these atleast one third are required to retire every year.
Except the Chairman, Managing Director and Non Executive Independent Directors, other Directors are liable to retire by rotation as per the provisions of the Companies Act, 2013.
During the year, Smt. Shobana Kamineni will retire and is eligible for re-appointment at the ensuing Annual General Meeting.
The detailed resume of the director is provided as part of the Notice of the Annual General Meeting.
2) Investors' Grievances and Share Transfer
As mentioned earlier, the Company has a Board-level Stakeholders Relationship Committee to examine and redress shareholders and investors' complaints. The status on complaints and share transfers is reported to the Committee. The details of shares transferred and nature of complaints is provided in this Report.
For matters regarding shares transferred in physical form, share certificates, dividends, change of address etc., shareholders should send in their communications to Integrated Enterprises (India) Ltd, our Registrar and Share Transfer Agent. Their address is given in the section on Shareholder Information.
j) Details of Non-Compliances
There are no non-compliances by the Company and no penalties or strictures have been imposed on the Company by the Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the last three years.
k) Compliance with Corporate Governance Norms
(a) Mandatory Requirements
The Company has complied with all the mandatory requirements of Corporate Governance norms as enumerated in the Listing Regulations. The requirements of Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations to the extent applicable to the Company have been complied with as disclosed in this report.
(b) Discretionary Requirements
The Company has duly fulfilled the following discretionary requirements as prescribed in Schedule II Part E of the SEBI Listing Regulations.
1. The Board :
a) There is no Non-Executive Chairman for the Company.
2. Shareholder Rights :
Details are given under the heading 'Communication to Shareholders'
3. Modified opinion(s) in Audit Report.
During the year under review, there was no audit qualification in the Company's financial statements.
4. Separate post of Chairman and CEO.
The Company has appointed separate persons for the office of Chairman and Managing Director
5. Reporting of the Internal Auditor
The Company has Internal Auditors who report directly to the Audit Committee
7. CEO/CFO Certification
The Managing Director and Chief Financial Officer have issued a certificate pursuant to Regulation 17 of Listing Regulations certifying that the financial statements do not contain any untrue statement and these statements represent a true and fair view of the Company's affairs. The said certificate from Smt. Suneeta Reddy, Managing Director and Shri. Krishnan Akhileswaran, Chief Financial Officer was placed before the Board of Directors at their meeting held on 25th May 2016.
8. Auditors Report on Corporate Governance
The auditors' certificate on compliance of Corporate Governance norms is annexed to this Report.
9. General Shareholders' information
(i) AGM date, time and venue
12th August 2016 at 10.15 a.m. Kamaraj Arangam, NO. 492, Anna Salai, Chennai 600 006
(ii) Financial Year
1st April to 31st March
AGM in :August
(iii) Dividend Payment
The Interim dividend for the financial year ended 31st March 2016, at the rate of ?6/- per share was paid to the shareholders on 29th March 2016
(iv) Listing of
(1) Equity Shares
(i) Bombay Stock Exchange Ltd (BSE)
Phiroze Jheejheebhoy Towers, Dalal Street, Mumbai - 400 001
Tel :91-22-2272 1234, 1233, Fax : 91-22-2272 3353/3355 Website : www.bseindia.com
(ii) National Stock Exchange of India (NSE)
Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051
Tel : 91-22-2659 8100 - 8114 Fax : 91-22-26598237/38 Website : www.nseindia.com
EuroMTF of Luxembourg Stock Exchange, BP 165
Traded at :Nasdaq - Portal Market
(3) Non Convertible Debentures
Wholesale Debt Market Segment of
National Stock Exchange of India Exchange
Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051
Tel : 91-22-2659 8100 - 8114 Fax : 91-22-26598237/38 Website : www.nseindia.com
(4) Listing Fees
Paid for all the above stock exchanges for 20152016 and 2016-2017.
(v) Address of Registered Office
No. 19 Bishop Gardens, Raja Annamalaipuram, Chennai - 600 028.
(vi) a) Stock Exchange Security Code for
(1) Equity Shares
(i) The Bombay Stock Exchange Limited, Mumbai
(ii) National Stock Exchange of India Limited, Mumbai
(i) Luxembourg Stock Exchange
(ii) Nasdaq - Portal Market
(3) Non Convertible Debentures
a) National Stock Exchange of India Limited, Mumbai
APOL 17, APOL20, APOL21, APOL28
b) Corporate Identity Number (CIN) of the Company
c) Demat ISIN Numbers in NSDL & CDSL for Equity Shares
d) ISIN Numbers of GDRs
Reg.S GDRs - US0376082055
Rule144aGDRs - US0376081065
e) ISIN Numbers of Debentures
f) Overseas Depositary for GDRs
The Bank of New York Mellon New York, NY 10286 101 Barclay Street, 22W
g) Domestic Custodian for GDRs
ICICI Bank Limited Securities Markets Services 1st Floor, Empire Complex, 414, Senapati Bapat Marg, Lower Parel, Mumbai - 400 013
Tel. +91-22-6667 2026 Fax +91-22-6667 2779/2740
h) Trustee for Debenture Holders
Axis Trustee Services Limited
2nd floor, Axis Bank Building, Bombay Dyeing, Pandurang Bhudkar Marg, Worli, Mumbai - 400025
Tel. +91-22- 24255212 Fax +91-22-6667 2779/2740
vii) Registrar & Share Transfer Agent:
Integrated Enterprises (India) Limited
"Kences Towers", II Floor, No.1 Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017,
Tel. No.: 044 - 2814 0801, 2814 0803, Fax No.: 044 - 2814 2479 E-mail : firstname.lastname@example.org
1. Share Transfer System
Share transfer requests for shares held in physical form received by the Company are processed and the share certificates are returned within the stipulated time under the Companies Act and the listing agreement, provided that the documents received are in order and complete in all respects. Delays beyond the stipulated period were mainly due to disputes over the title to the shares.
2) Change of Address, Bank Details, Nomination etc.
All the members are requested to notify immediately any changes in their address, email id, bank mandate and nomination details to the Company's Registrar and Share Transfer Agent, Integrated Enterprises (I) Limited. Members holding shares in electronic segment are requested to notify the change of address, email id, bank details, nomination etc to the depository participants (DP) with whom they maintain client accounts for effecting necessary corrections. Any intimation made to the Registrar without effecting the necessary correction with the DP cannot be updated. It is therefore necessary on the part of the shareholders to inform changes to their DPs with whom they have opened accounts.
1) Dematerialization of Shares
As on 31st March 2016, 97.62% of the Company's paid up equity capital was held in dematerialized form. Trading in equity shares of the Company is permitted only in dematerialized form as per a notification issued by the Securities and Exchange Board of India (SEBI).
2) Reconciliation of Share Capital Audit Report
As stipulated by the Securities and Exchange Board of India, a qualified Practising Company Secretary carries out the Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total listed and paid up capital. This audit is carried out every quarter and the report thereon is submitted to the Stock Exchanges and is also placed before the Board of Directors. The audit, interalia, confirms that the total listed and paid up capital of the Company is in agreement with the aggregate of the total number of shares in dematerialised form (held with NSDL and CDSL) and total number of shares in physical form.
(viii) Outstanding GDRs or Warrants or any convertible instrument, conversion dates and likely impact on equity
(ix) Investors Correspondence
a. For queries relating to shares
Shri. Suresh Babu, Sr. Vice President Integrated Enterprises (India) Limited "Kences Towers", II Floor,No.1 Ramakrishna Street, North Usman Road, T. Nagar, Chennai - 600 017,
Tel. No.: 044 - 2814 0801, 2814 0803, Fax No.: 044 - 2814 2479 E-mail : email@example.com
b. For queries relating to dividend
Shri. L. Lakshmi Narayana Reddy Sr. General Manager -Secretarial
Apollo Hospitals Enterprise Limited, Ali Towers, III Floor, No. 55, Greams Road, Chennai -600 006.
Tel. No.: 044 -2829 0956, 2829 3896, Fax No.: 044 -2829 0956,
E-mail : firstname.lastname@example.org , email@example.com
Designated Exclusive email-id:
The company has designated the following email-id exclusively for investor grievances/services. firstname.lastname@example.org