Directors' Report to the Shareholders Your Directors are pleased to present the THIRTY FIFTH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2016. Results of Operations During the year under review, the income from operations of the Company increased to Rs.54,091 million compared to Rs.45,928 million in the previous year, registering an impressive growth of 18%. The profit after tax for the year increased by 7% to Rs.3,694 million compared to Rs.3,466 million in the previous year. During the year under review, the consolidated gross revenue of the Company increased to Rs.60,856 million compared to Rs.51,785 million in the previous year, registering an impressive growth of 18%. Net profit after minority interest for the group stood at Rs.3,310 million. Consolidated Financial Statements In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report. In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report. In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at company's website www.apollohospitals.com . The documents will also be available for inspection during business hours at the registered office of the Company. Dividend During the year, your Company declared an interim dividend of Rs.6.00 per equity share. Your Directors have considered it financially prudent in the long-term interests of the Company to reinvest the profits into the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2016. Transfer of Reserves Your Company proposes to transfer Rs.2,000 million to the general reserves out of the amount available for appropriations. An amount of Rs.3,834 million is proposed to be retained in the profit and loss account. Credit Rating CRISIL has rated the company's debt instruments as AA indicating a high degree of safety. India Ratings and Research (Ind-RA) (a Fitch Group Company) has assigned the Company's long term debt and Non-Convertible Debentures (NCDs), an IND AA+ Rating with a stable outlook. Subsidiaries, Associate Companies and Joint Ventures. At the beginning of the year, your Company had twelve direct subsidiaries and five step down subsidiaries, seven joint ventures and three associate companies. As on 31st March 2016, your Company has sixteen direct subsidiaries and five step down subsidiaries, six joint ventures and three associate companies. The statement containing the summarized financial position of the subsidiary companies viz., Apollo Home Healthcare (I) Ltd (formerly known as Unique Home Healthcare Limited) (AHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Western Hospitals Corporation Pvt Limited (WHCPL), Total Health (TH), Apollo Healthcare Technology Solutions Limited (AHTSL), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien Bio Sciences Pvt Limited (SBPL), Apollo Rajshree Hospitals Pvt Limited (ARHL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL), Apollo Sugar Clinics Limited (ASCL), Akeso Healthcare Private Limited (AKESO), Alliance Dental Care Limited (ADCL) and Apollo Dialysis Private Limited (ADPL) pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report. Apollo Home Healthcare (India) Limited (AHHCL) (Formerly known as Unique Home Healthcare Limited) AHHCL, a wholly owned subsidiary of the Company provides medical and paramedical services including doctor's consultation, physiotherapy direct to patient homes and also offers paramedical services in hospitals to critically ill patients. During the year AHHCL, recorded a revenue of Rs.12.53 million, and net profit of Rs.0.11 million. AB Medical Centres Limited (ABMCL) ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2016, ABMCL recorded an income of Rs.6.79 million and a net profit of Rs.4.66 million. Samudra Healthcare Enterprises Limited (SHEL) SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March, 2016, SHEL recorded an income of Rs.266.40 million and a net profit of Rs.4.49 million. Apollo Health and Lifestyle Limited (AHLL) AHLL, is a 99.29% subsidiary of the Company is engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March, 2016, AHLL recorded an income of Rs.2,000.13 million and a net loss of Rs.56.86 million. Western Hospitals Corporation Private Limited (WHCPL) WHCPL, a wholly owned subsidiary of the Company, for the year ended 31st March 2016, recorded an income of Rs.14.44 million and a net profit of Rs.9.60 million. Total Health (TH) TH, a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, is engaged in carrying on CSR activities in the field of community/rural development. Apollo Healthcare Technology Solutions Limited (AHTSL) AHTSL, a wholly owned subsidiary of the Company is in the process of setting up the Proton Therapy Centre in Chennai which will be the first of its kind in the Southern Hemisphere and offering advanced oncology care. AHTSL is yet to commence operations. Apollo Hospital (UK) Limited (AHUKL) AHUKL is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations. Apollo Hospitals Singapore Pte Limited (AHSPL) AHSPL is a wholly owned subsidiary of the Company and has not yet commenced its operations. Imperial Hospital and Research Centre Limited (IHRCL) IHRCL, a 90% subsidiary of the company owns a 240 bed multi-specialty hospital at Bengaluru. For the year ended 31st March, 2016, IHRCL recorded an income of Rs.1,839.90 million and a net profit of Rs.61.70 million. Apollo Home Healthcare Limited (AHHL) AHHL, a 80.87% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded revenues of Rs.59.88 million and a Apollo Nellore Hospital Limited (ANHL) ANHL has leased out its land at Nellore to the Company. ANHL recorded revenues of Rs.8.01 million and a net profit of Rs.6.18 million. Sapien Biosciences Pvt Ltd (SBPL) SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2016, SBPL recorded revenues of Rs.5.95 million and a net loss of Rs.10.37 million. Apollo Rajshree Hospitals Pvt Ltd (ARHL) ARHL, a 57.27% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2016, ARHL recorded an income of Rs.201.70 million and a net loss of Rs.83.87 million. Apollo Lavasa Health Corporation Limited (ALHCL) ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2016, ALHCL recorded an income of Rs.7.20 million and a net loss of Rs.39.45 million. Assam Hospitals Limited (AHL) AHL, a 51% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2016, AHL recorded an income of Rs.869.55 million and a net profit of Rs.18.00 million. Apollo Sugar Clinics Limited (ASCL) ASCL, a subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2016, ASCL recorded an income of Rs.190.46 million and a net loss of Rs.171.01 million. Apollo Cosmetic Surgical Centre Pvt Ltd (ACSPL) ACSPL, a subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of running cosmetic surgical centres. For the year ended 31st March, 2016, ACSPL recorded an income of Rs.12.24 million and a net loss of Rs.10.11 million. Akeso Healthcare Private Limited (AKESO) AKESO, a wholly owned subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of healthcare services. For the year ended 31st March, 2016, it recorded an income of Rs.45.86 million and a net loss of Rs.0.62 million. Alliance Dental Care Limited (ADCL) ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental clinics. For the year ended 31st March 2016, ADCL recorded a revenue of Rs.382.34 million and a net loss of Rs.62.68 million. Apollo Dialysis Pvt Ltd (ADPL) ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centres. For the year ended 31st March 2016, ADPL recorded a revenue of Rs.49.13 million and a net loss of Rs.6.30 million. Corporate Governance The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. Management’s Discussion and Analysis Report Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report. Business Responsibility Report The SEBI’s Listing Regulations mandates inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on market capitalisation. In compliance with the regulation, BRR is presented in a separate section forming part of the Annual Report. Sexual Harassment The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company received 3 complaints under the policy, all of which were disposed off. Vigil Mechanism/Whistle Blower Policy The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, the details of which are given in the Corporate Governance Report. The policy on Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Company www.apollohospitals.com. Particulars of Loans, Guarantees and Investments The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Fixed Deposits During the financial year, your company had not accepted deposits from the public. The total outstanding deposits with the Company as on 31st March 2016 were Rs.273.41 million (Rs.339.27 million as on 31st March 2015) which include deposits for an aggregate value of Rs.18.87 million (Rs.1.49 million as on 31st March 2015) not claimed by the depositors. Directors and other Key Managerial Personnel (KMPs) Board Composition and Independent Directors The Board consists of the Executive Chairman, four Executive directors and eight Independent directors. Independent directors are appointed for a term of five years and are not liable to retire by rotation. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI Listing Regulations. Retirement by Rotation Pursuant to Section 152 of the Companies Act 2013, Smt.Shobana Kamineni, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment. Key Managerial Personnel Pursuant to the provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri. S.M. Krishnan, Company Secretary. There has been no change in the Key Managerial Personnel during the year. Board Evaluation Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Audit and the Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Meetings of the Board The Board met five times during the financial year, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Risk Management The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The details of the Risk Management Committee are included in the Corporate Governance Report. Internal Financial Controls and their Adequacy The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The details of the internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part of the Board's Report. The Directors had laid down internal financial controls to be followed by the Company and the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically. Significant and Material Orders passed by the Regulators or Courts. There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. Directors' Responsibility Statement Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm: a. that in the preparation of the annual financial statements for the year ended March 31, 2016, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any; b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date; c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively. f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. Share Capital The paid up Equity Share Capital as on March 31, 2016 was Rs.695.63 Million. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2016, the details of the shareholding by the Directors of the Company are set out in the Corporate Governance Report forming part of the Board's Report and none of the directors hold convertible instruments of the Company Rights Issue The Board at its meeting held on 28th May 2015 approved the proposal to undertake an issue of equity shares to the existing shareholders on a Rights basis of a sum of upto Rs.7,500 million. The purpose of the Rights Issue was to raise long term equity capital for the Company. The Company is awaiting necessary approvals for going ahead with the Rights Issue. Contracts and Arrangements with Related Parties All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.apollohospitals.com . Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures. None of the Directors have any pecuniary relationships or transactions vis-à-vis the Company. Particulars of Employees and related disclosures In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules is provided in the Annual Report. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report. Having regard to the provisions of Section 136(1) read with the relevant provisions of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost. Employee Stock Options No Employee Stock Options have been given to the employees of the Company and thus no disclosure is required. Corporate Social Responsibility Initiatives As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Rural Development, Education and Health. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2015-16 is annexed herewith as "Annexure A Statutory Auditors The Auditors S. Viswanathan LLP, Chartered Accountants retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if reappointed. The Audit Committee and the Board recommend the re-appointment of S. Viswanathan LLP, Chartered Accountants, as Auditors of the Company, to hold office till the conclusion of the next Annual General Meeting. It may please be noted that this would be the last year of appointment of the existing Statutory Auditor under the transitional provisions contained in the Companies Act, 2013. The Company engages the services of the Big Four consulting firms on compliance, regulatory and tax matters including enterprise risk management, review of internal financial controls which also covers Information Technology related controls etc and provides periodic updates to the Board on an ongoing basis . Cost Auditors Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, your Directors had, on the recommendation of the Audit Committee, appointed M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs.1.50 million. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member's ratification for the remuneration payable to M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) is included at Item No. 8 of the Notice convening the Annual General Meeting. Secretarial Auditors The Board has appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2015-2016. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith as "Annexure B". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. Statutory Auditors and Secretarial Auditors Report The Directors hereby confirm that there is no qualification, reservation or adverse remark made by the statutory auditors of the company or in the secretarial audit report by the practicing company secretary for the year ended 31st March, 2016. Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo. Information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "Annexure C". Extract of Annual Return The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure D". Acknowledgement Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support. For and on behalf of the Board of Directors Dr. Prathap C Reddy Executive Chairman Place : Chennai Date : 25th May, 2016 |