Narayana Hrudayalaya Ltd
Directors Reports
Dear Members,
Your Directors have immense pleasure in presenting their 23rd Annual Report
on the business and operations of the Company along with the audited financial statements
for the financial year ended 31st March 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS, PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY
(H in million except per share data)
|
Consolidated |
Standalone |
Particulars |
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Income |
|
|
|
|
| Revenue from Operations |
45,247.65 |
37,013.17 |
29,614.15 |
24,119.87 |
| Other Income |
654.45 |
345.59 |
1,046.13 |
1,063.79 |
Total Income |
45,902.10 |
37,358.76 |
30,660.28 |
25,183.66 |
| Total Expenditure* |
35,589.41 |
30,477.93 |
24,876.39 |
21,554.09 |
Earnings Before Interest, Tax, Depreciation and Amortisation and
Exceptional items |
10,312.69 |
6,880.83 |
5,783.89 |
3,629.57 |
| Less: Interest & Depreciation |
2,795 |
2,497.79 |
1,838.64 |
1,574.58 |
| Less: Exceptional items |
- |
- |
- |
- |
Profit before tax |
7,517.69 |
4,383.04 |
3,945.25 |
2,054.99 |
| Less: Income Tax |
1,450.11 |
876.58 |
1,288.86 |
719.01 |
Profit/(Loss) After Tax |
6,067.58 |
3,506.47 |
2,656.39 |
1,335.98 |
| Add: Share of Profit/ (Loss) in Associate (Net) |
(1.92) |
(85.26) |
- |
- |
Profit for the year |
6,065.66 |
3,421.20 |
2,656.39 |
1,335.98 |
| Add: Other Comprehensive Income |
566.76 |
261.52 |
(18.01) |
15.73 |
Net Profit/(Loss) |
6,632.42 |
3,682.72 |
2,638.38 |
1,351.71 |
| Earnings Per Share (Basic) |
29.85 |
16.85 |
13.08 |
6.58 |
| Earnings Per Share (Diluted) |
29.85 |
16.84 |
13.08 |
6.58 |
* Expenses before depreciation and amortisation, finance costs and exceptional items.
2. PERFORMANCE OVERVIEW
Standalone Operations
• During the year under review, the total income of the Company increased from Rs
25,183.66 Million in FY 2021-22 toRs 30,660.28 Million in FY 2022-23.
• Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional
Items increased fromRs 3,629.57 Million in FY 2021-22 to H 5,783.89 Million in FY 2022-23.
• Profit for the year was H 2,656.39 Million against profit of H 1,335.98 Million
in FY 2021-22.
Consolidated Operations
• During the year under review, the total income of the Company increased from H
37,358.76 Million in FY 2021-22 to H 45,902.10 Million in FY 2022-23.
• Earnings Before Interest, Tax, Depreciation and Amortization and Exceptional
Items increased from H 6,880.83 Million in FY 2021-22 to H 10,312.69 Million in FY
2022-23.
• Profit for the year was H 6,065.66 Million as against profit of H 3,421.20
Million in FY 2021-22.
3. TRANSFER TO RESERVES
Dividend and transfer to reserves
Based on the Company's performance, the Directors are pleased to recommend for approval
of the members a final dividend of Rs. 2.50 per share for the financial year ended 31st
March 2023. The final dividend on equity shares, if approved by the members, would involve
a cash outflow of Rs. 51,09,02,010.
The Directors have decided to retain an amount of H 2,656.39
Million in the retained earnings.
Pursuant to SEBI's notification dated 8th July 2016, the Board of Directors
of the Company have formulated a Dividend Distribution Policy ("the policy").
The policy is also available on our website (URL: https://www.narayanahealth.
org/sites/default/files/download/codes-policies/DIVIDEND-DECLARATION-POLICY-website.pdf
4. SUBSIDIARY AND ASSOCIATE COMPANIES
Review of performance of Subsidiaries and Associate Companies
As on 31st March 2023, the Company has 14 Subsidiary Companies and 2
Associate Companies. Except Health City Cayman Islands Ltd, none of the other subsidiary
companies is a Material Subsidiary within the meaning of Material Subsidiary as defined
under the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015
("the Listing Regulations") as amended from time to time.
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement
containing the salient features of the Financial Statements of the Company's Subsidiaries
and Associates in Form AOC-1, that forms part of this Report is attached as Annexure I.
Pursuant to Section 129 of the Companies Act, 2013, the Consolidated Financial
Statements of the Company, prepared in accordance with the relevant Accounting Standards
specified under Section 133 of the Companies Act, 2013 read with the Rules made
thereunder, forms part of this Annual Report.
Further, pursuant to provisions of Section 136 of the Companies Act, 2013:
i. The Annual Report of the Company, containing therein its standalone and consolidated
financial statements are available on the Company's website i.e., https://
www.narayanahealth.org/stakeholder-relations/annual-reports.
ii. The audited financial statements of Subsidiary Companies are available on the
website of the Company i.e., https://www.narayanahealth.org/
stakeholder-relations/financial-results.
The brief details of all the Subsidiary and Associate Companies are as follows:
i. Narayana Hrudayalaya Surgical Hospital Private Limited (NHSHPL)
NHSHPL is a wholly owned subsidiary of the Company and is engaged in the business of
operating and maintaining hospitals, clinics, health centers, nursing homes and other
related activities. This subsidiary operates a multispecialty hospital in Mysore, offering
a wide range of services across specialties, which includes cardiology, cardiac surgery,
nephrology, urology, neurology, neuro- surgery, endocrinology, orthopaedics, internal
medicines, obstetrics, gynaecology, paediatrics, neonatology, gastroenterology and
oncology to name a few. The subsidiary also operates and runs the Dharamshila Narayana
Superspecialty Hospital in Delhi under a Service Agreement with Dharamshila Cancer
Foundation and Research Centre. Further, other financial information is included in Form
AOC-1.
ii. Meridian Medical Research & Hospital Ltd. (MMRHL)
MMRHL is a subsidiary of the Company and is engaged in the business of operation of
hospitals, clinics, health centers, and other related activities. This subsidiary operates
two hospitals in Howrah offering multispecialty and super-specialty healthcare services
which includes nephrology, urology, neurology, neurosurgery, etc., Further, other
financial information is included in Form AOC-1.
iii. Narayana Vaishno Devi Specialty Hospitals Private Limited (NVDSHPL)
NVDSHPL is a wholly owned subsidiary of the Company and is engaged in the business of
providing healthcare services of superior quality with state-of-the-art technology,
clinics, health centers, diagnostic centers and other related activities. This subsidiary
operates a hospital at Kakryal near Katra in Jammu which caters to patients across more
than 20 different specialties, with radiology, obstetrics & gynaecology, oncology,
etc. Further, other financial information is included in Form AOC-1.
iv. Narayana Hospitals Private Limited (NHPL)
NHPL is a wholly owned subsidiary of the Company and is authorised to engage in the
business of operation of hospitals, clinics, health centers, nursing homes and other
related activities. This subsidiary is yet to commence operations. Further, other
financial information is included in Form AOC-1.
v. Narayana Institute for Advanced Research Private Limited (NIARPL)
NIARPL is a wholly owned subsidiary of the Company and is authorised to engage in the
business of research and development work connected with faculty of medicines and
operation of hospitals, clinics, health centers, nursing homes and other related
activities. This subsidiary has filed an application with Registrar of Companies for
voluntary liquidation of the company pursuant to provisions of Section 59 of the
Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board (Voluntary
Liquidation Process) Regulations, 2017 and matter is pending for hearing in National
Company Law Tribunal.
vi. Narayana Health Institutions Private Limited (NHIPL)
NHIPL is a wholly owned subsidiary of the Company and is authorised to engage in the
business of running medical colleges and operation of hospitals, clinics, health centers,
nursing homes and other related activities. This subsidiary has filed an application for
dissolution of company by way of removal of name of the Company from the Register of
Companies by the Registrar of Companies ("ROC") under Section 248 of the
Companies Act, 2013 and same is pending with ROC for approval.
vii. NH Health Bangladesh Private Limited (NHBPL)
NHBPL is a step-down subsidiary of the Company, incorporated on 22nd July,
2018 and is authorised to engage in the business of running and operation of hospitals,
clinics, health centers, nursing homes and other related activities. NHBPL has commenced
the operation of a Heart Centre in Bangladesh during the financial year 2019-20. Further,
other financial information is included in Form AOC-1.
viii. Narayana Holdings Private Limited (Narayana Holdings)
Narayana Holdings Private Limited, Mauritius is 100% step-down subsidiary of the
Company incorporated in the Republic of Mauritius in April, 2016. Further, other financial
information is included in Form AOC-1.
ix. Health City Cayman Islands Ltd (HCCI)
HCCI is a wholly owned subsidiary of the Company, incorporated in Cayman Islands and
operates a hospital in Cayman Islands. HCCI is a Material Subsidiary within the meaning of
Material Subsidiary as defined under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Further, other financial information is included in Form
AOC-1.
x. Narayana Health North America LLC
Narayana Health North America LLC is a subsidiary Company incorporated in Delaware,
United States of America on 9th April, 2019. The Company commenced its
operations during the financial year 2021-22. Further, other financial information is
included in Form AOC-1.
xi. Athma Healthtech Private Limited
Athma Healthtech Private Limited is a wholly owned subsidiary of the Company
incorporated on 2nd day of June 2022 and is authorised to develop, implement,
export, import, purchase, sell, lease and otherwise deal in software related to Healthcare
industry in particular and other allied services. The subsidiary has commenced its
operations during the financial year. Further, other financial information is included in
Form AOC-1.
xii. NH Integrated Care Private Limited
NH Integrated Care Private Limited is a wholly owned subsidiary of the Company
incorporated on 10th day of January 2023 and is authorised to undertake,
assist, promote, conceive, design, build and construct, establish, setup, develop,
takeover, run, manage and operate establishments, organizations and institutions,
facilities for providing, giving and dispensing medical treatment, medical facilities,
para medical facilities, healthcare facilities and all health, medical and other related
and ancillary services including preventive healthcare and wellness management,
diagnostics, selling of medicines, clinical consumables and other goods, and support and
carrying out all medical and healthcare activities, including clinics, general,
multi-speciality and super speciality hospitals. The Company commenced its activities with
effect from 1st April 2023 with 4 (Four) Clinics situated in Bengaluru and 1
(One) Clinic situated in Hosur. Further, other financial information is included in Form
AOC-1.
xiii. Cayman Integrated Healthcare Ltd
Cayman Integrated Healthcare Ltd is a 100% step-down subsidiary of the Company
incorporated in the Cayman Islands on 28th day of September 2022 and authorised
to carry out the integrated healthcare business in the Cayman Islands. The subsidiary is
in the process of setting-up its systems and processes for commencing business. Further,
other financial information is included in Form AOC-1.
xiv. ENT in Cayman Ltd.
The HCCI acquired the 100% Ordinary shares in the ENT in Cayman Ltd. on 3rd
March, 2023. Accordingly, ENT in Cayman Ltd. has become a 100% step-down subsidiary of the
Company. This step down subsidiary is engaged in providing complete diagnosis and
treatment of ear, nose, and throat conditions. Further, other financial information is
included in Form AOC-1.
Associate Companies
i. Reya Health Inc (formerly Cura Technologies Inc)
Reya is an Associate Company incorporated in the State of Delaware, USA, in which the
Company holds 43.58% of common stock of the Associate Company through HCCI and the
remaining shares are held by Mr. Samir Mitra and others. This Company is engaged in the
business of developing software and technology to transform delivery of patient care.
Further, other financial information is included in Form AOC-1.
ii. ISO Healthcare
ISO Healthcare is an Associate Company incorporated in Mauritius in which the Company
holds 20% of the equity shares through its step-down subsidiary Narayana Holdings. During
the financial year ISO Healthcare has filed an application for voluntary liquidation in
accordance with Section 137 of the Insolvency Act 2009 in Mauritius, for the winding up
the affairs of the Company and same is pending for approval.
The Company has adopted a Policy for determining Material Subsidiaries in line with
Regulation 16 of the Listing Regulations. The Policy, as approved by the Board, is
uploaded on the website of the Company i.e., https://
www.narayanahealth.org/sites/default/files/download/
codes-policies/Policy_for_material_subsidiary.pdf.
5. SHARE CAPITAL
As on 31st March 2023, the Authorized Share Capital of the Company is H
3,800.00 Million comprising of 30,90,00,000 Equity Shares of H 10 each and 7,10,00,000
Preference Shares of H 10 each. The Paid-up Share Capital is H 2,043.61 Million comprising
of 20,43,60,804 Equity Shares of H 10 each.
6. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to
state that:
i) In the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures, if any.
ii) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were 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 or loss of the Company for the year under review.
iii) The Directors have taken proper and sufficient care 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
v) The Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and were operating effectively.
vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant Board Committees, including the Audit, Risk and Compliance
Committee, the Board is of the opinion that the Company's internal financial controls were
adequate and effective during FY 2022-23.
7. BOARD OF DIRECTORS AND COMMITTEES
Composition of Board of Directors and changes thereof
As on 31st March, 2023, the composition of your Company's Board has an ideal
combination of Executive, Non-Executive and Independent Directors and thereby ensuring
separation of management and governance while maintaining its independence. In compliance
with the terms of the SEBI Regulations, Independent Directors constitute more than 50% of
the Board strength including an independent women director as required to be appointed by
top 500 listed entities.
Type of Directorship |
No. of Directors |
% of Board Strength |
| Executive Directors |
3 |
25% |
Non-executive & Non- independent Directors |
1 |
8.33% |
| Independent Directors |
8 |
66.67% |
Total |
12 |
100.00% |
The Composition of the Board and Committees of the Board along with the changes in
composition during the year is detailed in the Corporate Governance Report which forms a
part of this Report.
Appointment
During the year under review, Mr. Shankar Arunachalam (DIN:00203948) and Dr. Nachiket
Madhusudan Mor (DIN:00043646) were appointed as Independent Directors of the Company, with
effect from 8th February, 2023. Further, Mr. Naveen Tewari (DIN: 00677638) was
appointed as Independent Director of the Company, with effect from 29th March,
2023.
In the opinion of the Board, the independent directors appointed during the year
possess requisite integrity, expertise, experience and proficiency.
Retirements
Dr. Kiran Mazumdar Shaw (DIN: 00347229), Non-Executive Director is retiring by rotation
at the ensuing Annual General Meeting and being eligible has offered herself for
reappointment.
The Independent Directors of the Company Mr. Arun Seth (DIN: 00204434), Mr. Dinesh
Krishnaswamy (DIN: 00041553), Mr. Muthuraman Balasubramanian (DIN 00004757) and Mr.
Subramanya B N (DIN: 00483654) are retiring on 7th August 2023 upon completion of their
tenure. The Board of Directors places on record its deep sense of appreciation and
gratitude for their contribution, guidance and direction which enabled your Company to
achieve steady growth during their tenure.
Key Managerial Personnel
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key
Managerial Personnel (KMPs) of the Company are:
Sl. No. |
Name of the KMPs |
Position held in the Company |
1. |
Dr. Emmanuel Rupert |
Managing Director and Group CEO |
2. |
Ms. Sandhya Jayaraman |
Group Chief Financial Officer |
3. |
Mr. Sridhar S |
Group Company Secretary, Legal & Compliance Officer |
Committees and their Constitution
As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board has formed four Committees viz. Stakeholders'
Relationship Committee, Audit, Risk and Compliance Committee, Nomination and Remuneration
Committee and Corporate Social Responsibility Committee and the details of membership of
the Committees are disclosed in Corporate Governance Report which forms a part of Board's
Report.
Keeping in view the requirements of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time,
the Board reviews the Terms of Reference of these Committees and the nomination of Board
Members to various Committees. The recommendations, if any, of these Committees are
submitted to the Board for approval.
Number of meetings of the Board
The meetings of the Board are scheduled at regular intervals to decide and discuss on
the business performance, policies, strategies and other matters of significance. The
schedule of the meetings is circulated in advance to ensure proper planning and effective
participation in meetings. In certain exigencies, decisions of the Board are also accorded
through circulation.
The Board during the financial year under review met Eight (8) times. Detailed
information regarding the meetings of the Board and meetings of the Committees of the
Board is included in the Report on Corporate Governance which forms a part of Board's
Report.
8. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
Company's policy on Directors' appointment and remuneration and other matters provided
in Section 178(3) of the Companies Act, 2013 is uploaded on the Company's Website
(https://www.narayanahealth.org/sites/default/files/
download/codes-policies/Nomination-and-Remuneration-Policy.pdf).
9. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY
A declaration of independence in compliance with Section 149(6) of the Companies Act,
2013, has been taken on record from all the Independent Directors of the Company.
10. PERFORMANCE EVALUATION OF DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and Regulations 17 and 19 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, evaluation of
performance of every director, Board and the Chairman was carried out by the Nomination
and Remuneration Committee. The Chairman of the respective committees reviewed the
performance of the respective committees. The performance evaluation of Non-Independent
Directors and Board as a whole, Committees thereof and Chairman of the Company was also
carried out by the Independent Directors through a separate meeting of the Independent
Directors. Evaluation of Independent Directors was carried out by the entire Board of
Directors, excluding the Director being evaluated.
The evaluation was carried out on the basis of response of the Directors to a
structured questionnaire covering various aspects of Board performance such as Board
composition and expertise, Board oversight, strategy and direction, Corporate Governance
and Board administration and inputs shared by the Directors at the meeting.
11. RELATED PARTY TRANSACTIONS
The Company has taken necessary approvals as and when required as per the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of the transactions entered into with the Related Parties are stated in the
notes to accounts, and also in Form AOC-2 as prescribed under the Companies Act, 2013
which is annexed herewith as Annexure II.
12. CORPORATE SOCIAL RESPONSIBILITY
Your Company has formulated a Corporate Social Responsibility Policy (CSR Policy) which
is available on the website of the Company at (https://www.narayanahealth.org/
sites/default/files/download/nh_investorfirelations/Corporate-Social-Responsibility-Policy.pdf).
As a responsible corporate citizen, your Company undertook several social welfare
initiatives during the financial year under review. The Annual Report on CSR activities
for the financial year 2022-23 as required under the Companies (Corporate Social
Responsibility Policy) Rules, 2014 has been appended as Annexure III and forms
integral part of this Report.
13. PARTICULARS OF EMPLOYEES
The statement containing particulars in terms of Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 forms part of this Annual Report and is appended herewith as Annexure
IV to the Boards' Report.
The statement containing particulars in terms of Section 197(12) of the Companies Act,
2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Annual Report. Considering the first
proviso to Section 136(1) of the Companies Act, 2013, the Annual Report, excluding the
aforesaid information, is being sent to the Members of the Company and others entitled
thereto. The said information is available for inspection at the Registered Office of the
Company during business hours on working days of the Company up to the date of the ensuing
Annual General Meeting. Any shareholder interested in obtaining a copy thereof, may write
to the Secretarial Team of the Company in this regard.
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
Rule 8 of the Companies (Accounts) Rules, 2014 is detailed in Annexure V.
15. CORPORATE GOVERNANCE
Your Company places utmost importance on its fiduciary role as a guardian of
stakeholders' interest and strives to achieve a mutually aligned objective of value and
wealth creation for all interested parties. The Board and the Management humbly
acknowledges this role and continues to propagate this belief through all layers of the
organization to create an environment of accountability and trust.
These responsibilities continue to be the focus of its attention through the tumultuous
ride along the path of expansion, ensuring the highest standards of ethics and integrity
in all its business dealings while avoiding potential conflicts of interest. The result of
this is a corporate structure which serves its ever- expanding business needs while
maintaining transparency and adherence to the above stated beliefs.
A Report on Corporate Governance has been appended as Annexure VI and forms an
integral part of this Report. As required by Regulation 17(8) read with Schedule II Part B
of the SEBI Listing Regulations, the Managing Director & Group Chief Executive Officer
and Chief Financial Officer have given appropriate certifications to the Board of
Directors.
Further, pursuant to Regulation 34(3) of SEBI Listing Regulations read with Part E of
Schedule V of the Listing Regulations, a certificate from M/s. Ganapathi and Mohan, (Firm
Registration Number P2002KR57100), Bengaluru, Practicing Company Secretaries certifying
the compliance with various provisions of the Corporate Governance is annexed to this
Report as Annexure VII.
The Company has received a certificate from M/s. Ganapathi and Mohan, (Firm
Registration Number P2002KR57100), Bengaluru, Practicing Company Secretaries, pursuant to
clause 10(i) of Part C under Schedule V of SEBI Listing Regulations that none of the
Directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as Directors of companies by the Securities and Exchange Board of
India or the Ministry of Corporate Affairs or any such statutory authority and same is
attached as Annexure VIII to this report.
16. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)
In November 2018, the Ministry of Corporate Affairs (MCA) constituted a Committee on
Business Responsibility Reporting ("the Committee") to finalize business
responsibility reporting formats for listed and unlisted companies, based on the framework
of the National Guidelines on Responsible Business Conduct (NGRBC). Through its report,
the Committee recommended that BRR be rechristened BRSR, where disclosures are based on
Environmental, Social and Governance (ESG) parameters, compelling organizations to
holistically engage with stakeholders and go beyond regulatory compliances in terms of
business measures and their reporting. SEBI, vide its circular dated May 10, 2021, made
BRSR mandatory for the top 1,000 listed companies (by market capitalization) from the
financial year 2022-23.
The Board of Directors of the Company has adopted the Environmental and Social
Governance (ESG) Policy of the Company which is available on our website i.e., https://
www.narayanahealth.org/sites/default/files/download/codes-policies/ESG-Policy.pdf
The Company has adopted the BRSR for fiscal 2023 to provide enhanced disclosures on ESG
practices and priorities of the Company. The BRSR disclosures is attached as Annexure
IX to this report. A detailed report on the ESG initiatives of the Company is enclosed
at the end of the Annual Report.
17. AUDITORS
A. Statutory Auditors
The members of the Company in their 22nd Annual General Meeting (AGM) held
on 30th August 2022 re- appointed M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, Bengaluru, having Firm Registration No. 117366W/W-100018, as
Statutory Auditors of the Company for a term of 5 (five) years from the conclusion of 22nd
Annual General Meeting till the conclusion of 27th Annual General Meeting.
Auditor's Report
The Auditors' have issued an unmodified Report for the year ended 31st March
2023 and hence, do not call for any comments from the Management under Section 134 of the
Companies Act, 2013.
B. Cost Auditors
The Board has approved the appointment of M/s. PSV & Associates, Cost Accountants
having Firm Registration Number 000304, as the Cost Auditor of the Company for the
financial year 2023-24, at a remuneration of H 4,00,000/- (Rupees Four Lakhs Only),
exclusive of taxes and reimbursement of out-of- pocket expenses incurred, if any, in
connection with the cost audit.
The Board of Directors of the Company proposes the ratification of remuneration of M/s.
PSV & Associates, Cost Accountants as the Cost Auditor of the Company, for financial
year 2023-24 at the ensuing Annual General Meeting.
Maintenance of Cost Records
Your Company has made and maintained the cost records, as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013.
C. Secretarial Auditor
The Company has appointed M/s. Ganapathi and Mohan, (Firm Registration Number
P2002KR57100), Practicing Company Secretaries to undertake the Secretarial Audit of the
Company for financial year 2022- 23. The Report of the secretarial audit as required under
Section 204 of the Companies Act, 2013 read with Regulation 24A(1) of the SEBI Listing
Regulations is annexed herewith as
Annexure X.
Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, the Secretarial
Compliance Report, issued by M/s. Ganapathi & Mohan, Practicing Company Secretaries,
Bengaluru (firm Registration No. P2002KR057100) is annexed herewith as Annexure XI.
There is no qualification, reservations or adverse remarks made by M/s. Ganapathi and
Mohan, Practicing Company Secretaries, Secretarial Auditor of the Company in their
Secretarial Audit Report and Secretarial Compliance Report, except delay in filing of Form
in respect of appointment of an independent director due to technical glitches in the MCA
website.
18. INTERNAL AUDIT SYSTEMS
Your Company has continued its engagement with M/s. Ernst & Young LLP, Chartered
Accountants, to conduct internal audit across the organization during the year under
review. Your Company also has an in-house internal audit team to supplement and support
the efforts of M/s. Ernst & Young LLP.
19. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
There are no material changes affecting the financial position of the Company between
the end of the financial year to which these financial statements relate and the date of
the Report.
20. DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 to 76 of
the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
21. PARTICULARS OF LOANS, SECURITIES, GUARANTEES AND INVESTMENTS
The loans given, security provided, guarantees given and investments made by the
Company under Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
22. EMPLOYEE STOCK OPTION PLAN
The Company has adopted the Narayana Hrudayalaya Employee Stock Option Plan (NH ESOP),
2015 pursuant to the approval of the Board on 7th September 2015 and the
approval of Shareholders on 12th September 2015. The Plan is administered by
the Nomination and Remuneration Committee through Narayana Health Employees Benefit Trust.
Pursuant to Rule 14 of the Companies (Share Based Employee Benefits and Sweat Equity)
Regulations 2021, the details are available on website of the Company at
https://www.narayanahealth. org/stakeholder-relations/annual-reports.
23. ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website on https://www.narayanahealth.org/
stakeholder-relations/annual-return.
24. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Company's operation in future.
25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of the Company's operational and financial performance as well as
the initiatives taken by the Company in its key functional areas are separately discussed
in this Annual Report.
26. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has developed a Whistle Blower Policy with a view to provide a mechanism
for employees and Directors of the Company to voice concerns and grievances in a
responsible manner. The policy of vigil mechanism is available on the Company's website at
(https://www.narayanahealth. org/sites/default/files/download/nh_investorfirelations/
Whistle%20Blower%20Policy.pdf).
Further, details of the same are provided in Corporate Governance Report attached to
this Report.
27. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on prevention of sexual harassment in workplace
framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committees (ICC) have been set up to redress
complaints received regarding sexual harassment. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. Below is the report on the same
containing details of number of cases filed, their disposal, nature of action taken,
number of cases pending and number of workshop/awareness sessions conducted.
No. of cases reported |
No. of cases disposed |
Nature of Action Taken |
No. of cases pending |
No. of workshops conducted (Induction & Refresher) |
No. of participants |
6 |
6 |
Out of 6 cases, in 4 cases the services of the respondents were
terminated. 2 cases have been settled through conciliation. |
Nil |
455 |
9262 |
28. RISK MANAGEMENT POLICY
The Board of Directors of the Company at their meeting held on 31st October,
2018 has decided to entrust the Audit, Risk and Compliance Committee to perform the role
of a Risk Management Committee in terms of Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and has amended the Terms of Reference of the
Committee suitably to include the following:
i. To assist the Board of Directors in meeting its responsibility of oversight on
identification, evaluation, mitigation and resolution of strategic, operational,
financial, reputational and compliance risks.
ii. To approve Risk Management Policy of the Company and review the same annually to
keep it updated to address varying nature and dynamics of risks faced by the Company from
time-to-time.
iii. To review management's assessment of risk at least once in a year and provide an
update to the Board in this regard.
The Audit, Risk and Compliance Committee also meets the requirement of composition and
other stipulations in terms Regulation 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
The Company has implemented Enterprise Risk Management wherein business units and
corporate functions review and address risks with the oversight of the Audit, Risk &
Compliance Committee and the Board of Directors. This is being facilitated by the Internal
Audit team of the Company. The Risk Management Policy of the Company is available on our
website i.e., https://www.narayanahealth.org/sites/
default/files/download/codes-policies/Risk-Management-Policy.pdf.
29. DECLARATION ON CODE OF CONDUCT
The Company has adopted the Code of Conduct for all its Senior Management Personnel and
Directors and the same is affirmed by all the Board Members and Senior Management
Personnel as required under Regulation 34 read with Part D of Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. A declaration signed
by Dr. Emmanuel Rupert, Managing Director and Group CEO of the Company affirming the
compliance with the Code of Conduct of the Company for the financial year 2022-23 has been
annexed as part of this Report.
30. REPORTING OF FRAUDS BY AUDITORS
During the year under review, neither the statutory auditors nor the secretarial
auditor has reported to the Audit Committee, under Section 143 (12) of the Companies Act,
2013, any instances of fraud committed against the Company by its officers or employees,
the details of which would need to be mentioned in the Board's report.
31. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, the Company transferred the unclaimed and un-encashed
share application money received by Company for allotment of securities and due for refund
amounting to H 780,000 to Investor Education and
Protection Fund (IEPF), as per the requirements of the IEPF Rules. The details of same
is available on Company's website at
https://www.narayanahealth.org/stakeholder-relations/iepf.
32. SECRETARIAL STANDARDS
The Company complies with all applicable secretarial standards issued by the Institute
of Company Secretaries of India.
33. ACKNOWLEDGEMENT
Your Directors express strong sense of gratitude towards all the internal and external
stakeholders including patients, business associates, vendors, bankers, investors, central
and state governments for all the support extended during the year. Your Directors' also
wish to thank the medical professionals and employees at each level for their continued
hard work, commitment and performance during the year.
|
For and on behalf of the Board |
Dr. Emmanuel Rupert |
Dr. Devi Prasad Shetty |
| Managing Director and Group CEO |
Chairman |
| DIN: 07010883 |
DIN: 00252187 |
| Place: Bengaluru |
|
| Date: 19th May, 2023 |
|
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