About
Aster DM Healthcare Ltd
Aster DM Healthcare is one of the leading healthcare player in the GCC and India. Founded in 1987 by Dr. Azad Moopen, the Company has emerged as an integrated healthcare service organization that provides the complete circle of care to people through network of hospitals, clinics, labs and pharmacies, providing primary, secondary, tertiary to quaternary care to all segments of the population. Starting from a single clinic in Bur Dubai in 1987, the Company is recognized as one of the largest private healthcare providers operating in multiple GCC states and an emerging player in India through its network of 32 hospitals, 127 clinics, 521 pharmacies, 205 labs & patient experience centres (PECs). The Company operates 17 hospitals in India with an installed bed capacity of 4317 beds, as of March, 2023.
Aster DM offer a diverse portfolio of specialised brands that serve patients in Primary, Secondary, Tertiary, and Quaternary Care, Healthcare Retailing, Diagnostic Laboratories, Digital Health, and Medical Education. With its patient-centric approach to medical care, the Company offer one of the largest and most widespread networks of Hospitals and Clinics, with the most premium healthcare facilities that aspire to make a difference.
The company's hospital network consists of 9 hospitals in GCC states and 11 multi-specialty hospitals and 9 clinics in India. Its hospitals in India are located in Kochi, Kolhapur, Kozhikode, Kottakkal, Bengaluru, Vijayawada, Guntur, Ongole, Wayanad and Hyderabad and are generally operated under the 'Aster', 'MIMS', 'Ramesh' or 'Prime' brands. The company has one of the largest and most widespread network of clinics across the Middle East. The Aster DM network has 112 clinics in total with 103 clinics in GCC states and 9 clinics in India. The company has the largest pharmacy chain in the GCC with 213 retail stores including 180 in UAE, 7, 12, 6, 6 and 2 in Kuwait, Jordan, Qatar, Oman and Bahrain respectively.
The Company commenced operations in 1987 as a single doctor clinic in Dubai established by the founder, Dr. Azad Moopen. Its first specialty medical centre was launched in Dubai in 1995. The Company's 'MIMS', or Malabar Institute of Medical Sciences, hospital in Kozhikode, Kerala, India, commenced operations in 2001. It started Qatar operations in 2003. In 2005, Al Rafa Hospital for Maternity and Surgery (now called Aster Day Surgery Centre LLC) commenced operations. In 2006, Medcare Hospital commenced operations.
The Company was incorporated in January 18, 2008 as DM Healthcare Private Limited on January 18, 2008 at Kochi, Ernakulam, Kerala, in a reorganisation to facilitate the growth of its operations, subsequent to which operations in the GCC states and India were consolidated under the Company.
In 2008, India Value Fund III A acquired 28.2% of the paid up Equity Share capital the company calculated at the time of investment. During the year under review, the company acquired majority stake in Prerana Hospital Limited (PHL), Kolhapur. In 2009, the company's Al Raffah Hospital located in Muscat, Oman, commenced operations. It extended its services to the Sultanate of Oman by establishing a medical centre in Sohar (ARMC) and a 30-bed hospital in Ghubra, Muscat.
In 2010, the company acquired 100% of the paid up equity share capital of Affinity Holdings Private Limited, Mauritius. During the year under review, the company's second Al Raffah Hospital in Oman commenced operations in Sohar. In 2011, the company's second Medcare Hospital, namely Medcare Orthopedics and Spine Hospital (Dubai) commenced operations.
In 2012, Olympus Capital Asia Investments Limited acquired 25.47% stake in the company. During the year under review, the company conditionally acquired 40.80% of the paid up equity share capital of Sanad Al Rahma for Medical Care LLC.
In 2013, the company acquired 60.35% of the paid up equity share capital of Indogulf Hospitals Private Limited (IHPL) and consequently Malabar Institute of Medical Sciences Limited (MIMS) became a subsidiary of the company.
The name of the company was changed to Aster DM Healthcare Private Limited and a fresh certificate of incorporation consequent upon change of name was issued on November 29, 2013.
The company acquired hospital operational and management rights in Aster CMC, Bangalore pursuant to the hospital operation and management agreement dated May 12, 2014. In August 2014, the company launched Aster Medcity in Kochi, Kerala, a multi-speciality hospital with a 670 bed capacity, to be positioned as a destination for medical value travel.
The company was converted into a public limited company consequent to a special resolution passed by our shareholders at the extraordinary general meeting held on November 10, 2014 and the name of our Company was changed to Aster DM Healthcare Limited.
In 2014, the company acquired 51% voting rights in Sainatha Hospitals, Andhra Pradesh, 54% stake in Aster Kuwait for Medicine and Medical Supplied Company WLL and 51% stake in Orange Pharmacies LLC, Jordan. In 2015, the company's first clinic in the Kingdom of Bahrain and Philippines commenced operations.
In 2016, the company divested its stake in Medipoint Hospitals Private Limited, Pune. During the year under review, the company increased stake up to 70.68% in the paid up equity share capital of MIMS. During the year under review, the company increased stake up to 97% stake in Sanad Medical Care. During the year under review, the company acquired 51% stake in Dr Ramesh Hospital. During the year under review, the company's second clinic in Bahrain commenced operations. During the year under review, the company's Medcare Women and Child Hospital in Dubai became operational. During the year under review, the company launched its first multi-specialty hospital in Sharjah.
The company acquired hospital operational and management rights in DM Wayanad Institute of Medical Sciences, Wayanad pursuant to a medical services agreement and an operation and management agreement, both dated March 4, 2016.
In 2017, the company entered into an operation and management agreement with the Rashtreeya Sikshana Samithi Trust to operate and manage a hospital in Bengaluru. During the year under review, the company's Medare Hospital Sharjah and Aster Hospital Doha commenced operations.
On 9 April 2018, Aster DM Healthcare announced that it has entered into an agreement with Subramanya Constructions & Development Company Limited (SCDC), a leading real estate developer, to construct a new hospital in Chennai. This 500 bedded, state of the art, multi-specialty hospital is expected to commission in 2020. The hospital, which would be situated at a prime location in Chennai, will provide advanced healthcare services to the residents of Tamil Nadu and customers from other states in India as well as overseas.
During the year 2018, Aster Ramesh Duhita LLP, Dr. Moopens Aster Hospital WLL, Harley Street Dental LLC and Aster DCC Pharmacy LLC have become subsidiaries of the Company.
In Q4 FY19, Aster DM commenced Aster MIMS hospital, Kannur in the state of Kerala with bed capacity of 302 beds. It acquired Cedars Hospital in Dubia, UAE with bed capacity of 17 beds. It acquired Al Khair Hospital, in Ibri, Oman with bed capacity of 22 beds. Separate dedicated area for Physical Medicine and Rehabilitation was launched by Aster Medcity with capacity of 16 beds in Q3 FY19. It increased 150 beds with the acquisition of Ramesh Sanghamitra, Ongole under Aster Ramesh Hospitals.
As on March 31, 2020 the Company has 9 direct subsidiaries, 67 step-down subsidiaries and 4 associate companies. In FY 2020, Company unveiled teleMEDCARE, a unique telemedicine platform allowing patients to call doctors through video conferencing without the need for prior appointments, reaching quality healthcare to patients' homes. In partnership with Sharjah Health Authority, it launched a four-month cervical cancer awareness drive in Sharjah and the Northern Emirates in October 2019 to ensure early diagnosis and consultations from leading gynaecologists and medical practitioners. It launched a Centre of Excellence for Management of Endometriosis,
accredited by the British Society of Gynaecological Endoscopy, UK.
In FY'21, the Company had 76 subsidiaries and 7 associate companies. During FY 2021, Company was the first private healthcare player to introduce telemedicine in UAE and within 8 months enrolled 800 doctors consulting patients across the globe. It introduced home care services like doctors and nurses on call, vaccination and lab tests collection at home, delivery of prescription medicine at home which helped shift entire process of appointment booking to purchase of medicine to the homes of patients. Its homecare services were launched on a small scale, in tandem with the launch of teleMEDCARE in April 2020. Upon observing its performance, a dedicated team was hired, and the service officially launched in June 2020. Aster Hospital Al Qusais launched its dedicated Molecular Laboratory for COVID-19 PCR Testing with state-of-the-art facilities, highly qualified experts and very well trained nurses to provide accurate report less than 24 hours from testing. It introduced Cardio Thoracic Surgery and Neurosurgery & Centre of Excellence for Vitreo-retinal surgeries at Aster Hospital, Al Qusais.
As on March 31, 2022, the Company has 73 subsidiaries and 8 associate companies. Hindustan Pharma Distributors Private Limited become subsidiary of the Company during the year 2021-22. Aster DM Healthcare introduced a new structure in India with 5 clusters namely the Kerala, Karnataka and Maharashtra, Andhra and Telangana, Pharmacy and the Aster Labs in FY'22. It started a dedicated 77-bed women and children wing at Aster MIMS hospital in Kerala which added to existing 244-bed capacity at the facility. In Kolhapur, Maharashtra, it has operationalised 24 additional beds as part of Aster Aadhar Hospital's expansion. Recently in May 2022, it started operations at 140- bed Aster Mother Hospital in Areekode in Kerala. As of March 31, 2022, there were 2 Reference Labs, 12 Satellite Labs and 100 Patient Experience Centres (PEC). It acquired majority stake in Hindustan Pharma Distributors Private Limited and ventured into pharmacy business to optimize supply chain function of hospitals and franchised retail pharmacies. It signed an agreement with Alfaone Retail Pharmacies Private Limited (ARPPL) to license the Aster Pharmacy' brand to run retail stores and online pharmacy operations. During FY'22, ARPPL forayed into Telangana, Karnataka, and Kerala. As of March 31, 2022, there were 131 pharmacies, 82 in Karnataka, 27 in Kerala and 22 in Telangana serving 2.1 lakh customers in India. In June 2022, it announced the launch of the 550-bed Aster Capital Hospital at Trivandrum, Kerala. In April 2022, Aster DM Healthcare launched 101-bed multi-specialty Aster Hospital in Sharjah to cater to the needs of the people in Northern Emirates of the UAE. It signed a Memorandum of Understanding with The Government of Tamil Nadu which proposes an investment of Rs. 500 crore in hospitals, pharmacies and laboratories in the State.
The Company launched the 179 bed Aster Royal Hospital in Muscat, Oman and the 101 bed Aster Hospital in Sharjah in 2022-23. Aster India expanded its pharmacy network, reaching a milestone of 106 stores in Karnataka, 85 stores in Kerala, 61 stores in Telangana, and 5 stores in Andhra Pradesh by the end of FY23. Aster Labs increased its foot prints to 189 Patient Experience Centres (PEC), 15 Satellite Labs, and 1 Reference Lab.
Adiran IB Healthcare Private Limited, Komali Fertility Centre Ongole LLP, Cantown Infra Developers LLP and Zest Wellness Pharmacy LLC, became subsidiaries of the Company and Skin III Ltd became associate of the Company during the year 2022-23.
Aster DM Healthcare Ltd
Chairman Speech
Dr. Azad Moopen
Founder, Chairman and Managing Director
Dear Shareholders,
It is my pleasure to address you today, as we emerge from the shadows
of the global pandemic that put our collective strength and resilience to the test. At
this critical juncture, I am delighted to share with you our vision and commitment in
navigating the evolving landscape of healthcare in our regions of presence.
An urgent need to bridge the gap
With a current healthcare expenditure of less than 3% of India's
GDP, it is imperative to increase this investment to at least 5 to 6 percent of the GDP.
By doing so, we can enhance the infrastructure, expand capacity, and ensure access to
quality healthcare services for all. To bring about this transformative change, we must
undertake several crucial measures. Firstly, it is important to bolster our healthcare
infrastructure, proactively anticipating future challenges by investing in essential
resources – healthcare professionals and infrastructure alike. Secondly, augmenting
healthcare spending will enable us to effectively address the growing demands of our
population and bring us in line with global standards. Public-private partnerships can
play a crucial role in bridging gaps in infrastructure, technology, and specialized care.
Lastly, fostering innovation and research in the healthcare sector will drive advancements
in treatment and position India as a leader in healthcare excellence.
Another pressing challenge within India's healthcare sector
revolves around the shortage of skilled healthcare professionals. The scarcity of trained
doctors and nurses poses a significant hurdle, further exacerbated by the high attrition
rate among nurses, reaching as high as 35 to 40 percent. To tackle this challenge, we have
adopted a strategic approach, taking a step back. We have enhanced training programs and
create a robust pipeline of healthcare professionals to meet the rising demand. Efforts
are being made to attract and retain talent by offering competitive remuneration packages
and adequate opportunities for career growth. Additionally, we are actively collaborating
with educational institutions and engaging in international exchange programs to help
bridge the skills gap and foster knowledge-sharing.
Committed to delivering healthcare excellence
In response to the prevailing gaps in the Indian healthcare sector and
as part of our expansion strategy, we have made significant strides in establishing our
presence in various cities across Southern India in recent years. We envision the
development of a comprehensive healthcare ecosystem encompassing hospitals, pharmacies,
and laboratories within the next three years in Southern India. While our labs and
pharmacies are already operational, the construction of many of the greenfield hospitals
is expected to be completed within a timeline of two to three years where as brown-field
expansion of some of the existing hospitals shall be done in 1 year. Together this is
likely to add around 1,625 beds to our existing capacity of 4,317 beds.
In addition to our dedicated regional focus, we are actively venturing
into new geographies, including previously untapped regions and states within India, to
uncover potential avenues for growth. It is important to highlight that our approach has
evolved from primarily pursuing greenfield projects to brownfield project expansions of
our existing hospitals and now embracing Operations & Management of hospitals in Tier
2 and Tier 3 cities in the country. The later enables us to leverage their existing
infrastructure and resources while expanding our expertise, brand and create a holistic
ecosystem of healthcare services. Through these strategic initiatives, we are committed to
broadening our footprint, enhancing accessibility to quality healthcare to more people. By
embracing both organic growth and strategic collaborations, we are poised to strengthen
our position as a leading healthcare provider and create a positive impact on the lives of
individuals across the region.
Performance review
In the financial year 2023, we achieved a consolidated revenue of INR
11,933 crores, marking a significant 16% increase compared to the previous year. Our
EBITDA stood at INR 1,565 crores, reflecting a 6% growth. Despite the challenges faced due
to losses incurred from the operations of new hospitals, our overall EBITDA showed a
satisfactory improvement. Adjusting for these losses, our EBITDA stood at INR 1,655
crores, marking a noteworthy growth of 11% compared to the previous period. This
demonstrates
Aster DM Healthcare Limited
our ability to effectively manage and mitigate challenges while
maintaining a positive trajectory in our financial performance.
Comparatively our India business performed exceptionally well, with
revenue growth of 25% to INR 2,983 crores. The EBITDA increased by 28% to INR 453 crores,
and the profit after tax post NCI reached INR 147 crores, demonstrating a remarkable
growth of 146% compared to the previous year.
In the GCC business, we witnessed a 14% year-over-year revenue growth,
reaching INR 8,950 crores. Although the EBITDA remained flat at INR 1,112 crores, it
reflects our commitment to maintaining stable performance in the challenging phase too.
Restructuring strategies for sustained growth
As India emerges as the most populous country, there is a notable
increase in healthcare expenditure, rising incomes, expanding insurance coverage, and
Government schemes. The Government's focus on the healthcare sector reflects its
growing importance in providing high-quality services to the growing and underserved
population.
In terms of our financial performance in 2023, we witnessed significant
revenue and profit growth in India. However, overall EBITDA growth was subdued, primarily
due to the margins being impacted by expansions in the GCC region, leading to early EBITDA
losses. Throughout the year, we successfully added five hospitals, 150 pharmacies, and
seven clinics, marking an unprecedented growth for our company.
Our commitment to the Indian market remains strong, as we continued to
expand our footprint with the addition of 126 pharmacies, 91 diagnostic centers, and
patient experience centers. We had done restructuring of the Kerala and Karnataka cluster
2 years back which is reflected in the exponential growth of business both at revenue and
EBITDA level. There have been some operational challenges in Andhra and Telangana in the
last couple of years which is being addressed so that this geography also keeps pace with
the others in coming years. These strategic investments reflect our dedication to meeting
the evolving healthcare needs of the Indian population. By establishing a comprehensive
healthcare ecosystem encompassing hospitals, labs, and pharmacies, we aim to provide a
seamless continuum of care to our patients in South India where we are already present. We
are also rolling out myAster Super App soon in India which will help to connect the
various services we offer from primary to quaternary care seamlessly and shall be the face
of the organization for the patients. Our integrated approach ensures that individuals not
only have access to high-quality medical facilities but also benefit from the convenience
and efficiency of diagnostic services and pharmacy support. This holistic approach
strengthens our position as a leading healthcare provider and reinforces our mission to
deliver exceptional and patient-centered care across the Nation.
During the year, we have started expanding our reach to suburban areas
of India by adopting an O&M asset-light model, adding a total of 390 beds. This
approach allowed us to provide quality healthcare services while managing costs
effectively. Notably, Aster Narayanadri hospital achieved break-even within its first
quarter of operation, validating our belief in the model.
Secondly, we prioritized investment and growth throughout the year. We
inaugurated Aster Madegowda Hospital in Mandya, Karnataka in
April'23, further strengthening our presence in the state. Looking
ahead, we are actively evaluating merger and acquisition opportunities that align with our
strategic goals. We remain open to both acquisitions that complement our existing
operations and transformative opportunities that can shape our future growth. Our
strategies in the Indian market align with the country's healthcare sector potential
and our dedication to delivering quality healthcare services to a larger population.
Through investments, expansion, and a commitment to excellence, we aim to meet evolving
healthcare needs, set new benchmarks, and ensure access for all. We are also looking for
opportunities for acquiring healthcare assets to consolidate growth through inorganic
track. In the GCC region, our core business across hospitals, pharmacy, and clinics
experienced growth, with positive revenue impact. Although EBITDA for the region was
affected by losses from new hospitals built, we have made significant progress in
expanding our bed capacity with the addition of Aster Sharjah Hospital, Aster Sonapur
Hospital, and Aster Royal Hospital Muscat. Even though this has resulted in initial loss,
going forward, we anticipate improved revenue and EBITDA performance as we optimize the
increased bed capacities.
I am happy to inform that Aster Sanad Hospital in Riyadh has turned
profitable with EBITDA positive during the fiscal. We are actively exploring further
opportunities for expansion in Saudi Arabia, including the rollout of pharmacies, as we
see Saudi as our next major market for expansion of GCC business.
Welcoming new members to leadership team
In our pursuit of continued growth and excellence, I am delighted to
announce key leadership
Integrated Annual Report FY 2022-2023 appointments within our
organization. Dr. Nitish Shetty, a seasoned healthcare management professional, has been
appointed as the CEO of Aster DM Healthcare India. With his remarkable contributions in
driving extraordinary growth in our Karnataka operations, we have full confidence that
under Dr. Nitish's leadership, our India business will flourish, achieving new
milestones and setting industry benchmarks.
Furthermore, I am pleased to announce that Sunil Kumar M R has been
appointed as the Joint Chief Financial Officer who will be taking care of India along with
Amitabh Johri who is already looking after the GCC finance, both of whom have demonstrated
their exceptional capabilities during their tenure with us. Their expertise and proven
track records will play a vital role in strengthening our financial governance and driving
sustainable growth across these key markets. Additionally, we have appointed Hitesh
Dhaddha, a seasoned professional with over 18 years of experience in finance, M&A, and
strategies, as our Chief of Investor Relations and M&A. With his strategic acumen and
financial expertise, Hitesh will be instrumental in fostering strong investor
relationships and identifying strategic opportunities to further enhance our business.
Beyond Business
I am proud to share with you that Aster DM Healthcare has achieved a
remarkable milestone in our commitment to social responsibility. On World Diabetes Day, we
organized the largest free diabetes screening camp for low-income workers, screening an
astounding 12,714 individuals within a span of just 24 hours. This accomplishment not only
reflects our dedication to providing accessible healthcare but also highlights our
commitment to addressing the pressing healthcare needs of the underserved communities. The
prestigious Guinness World Records have recognized this exceptional achievement,
solidifying our position as a leader in delivering impactful healthcare services. In
addition, we successfully concluded the first edition of Aster Guardians Global Nursing
Award which saw Kenyan nurse Anna Qabale Duba win the award worth USD 250,000 which is
being utilised by her to uplift the rural community in her remote village of Turbi in
Africa, by building a school. Aster Guardians Global Nursing Award has now emerged as a
renowned and sought-after recognition in the nursing and healthcare World which is not
only putting a spotlight on all the hard work that nurses do but also inspiring people to
keep their faith in nursing as a profession which is essential to address the growing
global shortage.
We also remain dedicated to advancing our ESG commitments, ensuring the
resilience and sustainability of our business while making a positive impact on the world
around us. With every milestone achieved, we reaffirm our pledge to serve as a responsible
healthcare provider and a catalyst for positive change.
Outlook
In conclusion, I am delighted to share that our business is thriving on
both fronts. The Indian market, in particular, is experiencing remarkable growth, and
under the leadership of Dr. Nitish Shetty, we are poised to achieve outstanding results
and stand shoulder to shoulder with our industry peers. Similarly, in the GCC region, we
anticipate significant improvements in performance with the entry of Aster Pharmacy in
Saudi Arabia and our ongoing digital transformation initiatives. The myAster omnichannel
digital app which was introduced in UAE in January was the first of its kind to be
introduced in the region and has fast emerged as the country's go-to healthcare app
which shall soon be rolled out in India.
I am confident that with our dedicated team, robust strategies, and
your steadfast support, Aster DM Healthcare will continue to thrive and reach new heights
of excellence. Let us embark on this journey together, as we strive to make a meaningful
difference in the lives of people and contribute to the betterment of healthcare on a
global scale.
Thank you for your trust, and I look forward to your continued
involvement and collaboration as we shape the future of Aster DM Healthcare.
| Sincerely, |
| Dr. Azad Moopen |
| Founder, Chairman and |
| Managing Director |
  Â
Aster DM Healthcare Ltd
Company History
Aster DM Healthcare is one of the leading healthcare player in the GCC and India. Founded in 1987 by Dr. Azad Moopen, the Company has emerged as an integrated healthcare service organization that provides the complete circle of care to people through network of hospitals, clinics, labs and pharmacies, providing primary, secondary, tertiary to quaternary care to all segments of the population. Starting from a single clinic in Bur Dubai in 1987, the Company is recognized as one of the largest private healthcare providers operating in multiple GCC states and an emerging player in India through its network of 32 hospitals, 127 clinics, 521 pharmacies, 205 labs & patient experience centres (PECs). The Company operates 17 hospitals in India with an installed bed capacity of 4317 beds, as of March, 2023.
Aster DM offer a diverse portfolio of specialised brands that serve patients in Primary, Secondary, Tertiary, and Quaternary Care, Healthcare Retailing, Diagnostic Laboratories, Digital Health, and Medical Education. With its patient-centric approach to medical care, the Company offer one of the largest and most widespread networks of Hospitals and Clinics, with the most premium healthcare facilities that aspire to make a difference.
The company's hospital network consists of 9 hospitals in GCC states and 11 multi-specialty hospitals and 9 clinics in India. Its hospitals in India are located in Kochi, Kolhapur, Kozhikode, Kottakkal, Bengaluru, Vijayawada, Guntur, Ongole, Wayanad and Hyderabad and are generally operated under the 'Aster', 'MIMS', 'Ramesh' or 'Prime' brands. The company has one of the largest and most widespread network of clinics across the Middle East. The Aster DM network has 112 clinics in total with 103 clinics in GCC states and 9 clinics in India. The company has the largest pharmacy chain in the GCC with 213 retail stores including 180 in UAE, 7, 12, 6, 6 and 2 in Kuwait, Jordan, Qatar, Oman and Bahrain respectively.
The Company commenced operations in 1987 as a single doctor clinic in Dubai established by the founder, Dr. Azad Moopen. Its first specialty medical centre was launched in Dubai in 1995. The Company's 'MIMS', or Malabar Institute of Medical Sciences, hospital in Kozhikode, Kerala, India, commenced operations in 2001. It started Qatar operations in 2003. In 2005, Al Rafa Hospital for Maternity and Surgery (now called Aster Day Surgery Centre LLC) commenced operations. In 2006, Medcare Hospital commenced operations.
The Company was incorporated in January 18, 2008 as DM Healthcare Private Limited on January 18, 2008 at Kochi, Ernakulam, Kerala, in a reorganisation to facilitate the growth of its operations, subsequent to which operations in the GCC states and India were consolidated under the Company.
In 2008, India Value Fund III A acquired 28.2% of the paid up Equity Share capital the company calculated at the time of investment. During the year under review, the company acquired majority stake in Prerana Hospital Limited (PHL), Kolhapur. In 2009, the company's Al Raffah Hospital located in Muscat, Oman, commenced operations. It extended its services to the Sultanate of Oman by establishing a medical centre in Sohar (ARMC) and a 30-bed hospital in Ghubra, Muscat.
In 2010, the company acquired 100% of the paid up equity share capital of Affinity Holdings Private Limited, Mauritius. During the year under review, the company's second Al Raffah Hospital in Oman commenced operations in Sohar. In 2011, the company's second Medcare Hospital, namely Medcare Orthopedics and Spine Hospital (Dubai) commenced operations.
In 2012, Olympus Capital Asia Investments Limited acquired 25.47% stake in the company. During the year under review, the company conditionally acquired 40.80% of the paid up equity share capital of Sanad Al Rahma for Medical Care LLC.
In 2013, the company acquired 60.35% of the paid up equity share capital of Indogulf Hospitals Private Limited (IHPL) and consequently Malabar Institute of Medical Sciences Limited (MIMS) became a subsidiary of the company.
The name of the company was changed to Aster DM Healthcare Private Limited and a fresh certificate of incorporation consequent upon change of name was issued on November 29, 2013.
The company acquired hospital operational and management rights in Aster CMC, Bangalore pursuant to the hospital operation and management agreement dated May 12, 2014. In August 2014, the company launched Aster Medcity in Kochi, Kerala, a multi-speciality hospital with a 670 bed capacity, to be positioned as a destination for medical value travel.
The company was converted into a public limited company consequent to a special resolution passed by our shareholders at the extraordinary general meeting held on November 10, 2014 and the name of our Company was changed to Aster DM Healthcare Limited.
In 2014, the company acquired 51% voting rights in Sainatha Hospitals, Andhra Pradesh, 54% stake in Aster Kuwait for Medicine and Medical Supplied Company WLL and 51% stake in Orange Pharmacies LLC, Jordan. In 2015, the company's first clinic in the Kingdom of Bahrain and Philippines commenced operations.
In 2016, the company divested its stake in Medipoint Hospitals Private Limited, Pune. During the year under review, the company increased stake up to 70.68% in the paid up equity share capital of MIMS. During the year under review, the company increased stake up to 97% stake in Sanad Medical Care. During the year under review, the company acquired 51% stake in Dr Ramesh Hospital. During the year under review, the company's second clinic in Bahrain commenced operations. During the year under review, the company's Medcare Women and Child Hospital in Dubai became operational. During the year under review, the company launched its first multi-specialty hospital in Sharjah.
The company acquired hospital operational and management rights in DM Wayanad Institute of Medical Sciences, Wayanad pursuant to a medical services agreement and an operation and management agreement, both dated March 4, 2016.
In 2017, the company entered into an operation and management agreement with the Rashtreeya Sikshana Samithi Trust to operate and manage a hospital in Bengaluru. During the year under review, the company's Medare Hospital Sharjah and Aster Hospital Doha commenced operations.
On 9 April 2018, Aster DM Healthcare announced that it has entered into an agreement with Subramanya Constructions & Development Company Limited (SCDC), a leading real estate developer, to construct a new hospital in Chennai. This 500 bedded, state of the art, multi-specialty hospital is expected to commission in 2020. The hospital, which would be situated at a prime location in Chennai, will provide advanced healthcare services to the residents of Tamil Nadu and customers from other states in India as well as overseas.
During the year 2018, Aster Ramesh Duhita LLP, Dr. Moopens Aster Hospital WLL, Harley Street Dental LLC and Aster DCC Pharmacy LLC have become subsidiaries of the Company.
In Q4 FY19, Aster DM commenced Aster MIMS hospital, Kannur in the state of Kerala with bed capacity of 302 beds. It acquired Cedars Hospital in Dubia, UAE with bed capacity of 17 beds. It acquired Al Khair Hospital, in Ibri, Oman with bed capacity of 22 beds. Separate dedicated area for Physical Medicine and Rehabilitation was launched by Aster Medcity with capacity of 16 beds in Q3 FY19. It increased 150 beds with the acquisition of Ramesh Sanghamitra, Ongole under Aster Ramesh Hospitals.
As on March 31, 2020 the Company has 9 direct subsidiaries, 67 step-down subsidiaries and 4 associate companies. In FY 2020, Company unveiled teleMEDCARE, a unique telemedicine platform allowing patients to call doctors through video conferencing without the need for prior appointments, reaching quality healthcare to patients' homes. In partnership with Sharjah Health Authority, it launched a four-month cervical cancer awareness drive in Sharjah and the Northern Emirates in October 2019 to ensure early diagnosis and consultations from leading gynaecologists and medical practitioners. It launched a Centre of Excellence for Management of Endometriosis,
accredited by the British Society of Gynaecological Endoscopy, UK.
In FY'21, the Company had 76 subsidiaries and 7 associate companies. During FY 2021, Company was the first private healthcare player to introduce telemedicine in UAE and within 8 months enrolled 800 doctors consulting patients across the globe. It introduced home care services like doctors and nurses on call, vaccination and lab tests collection at home, delivery of prescription medicine at home which helped shift entire process of appointment booking to purchase of medicine to the homes of patients. Its homecare services were launched on a small scale, in tandem with the launch of teleMEDCARE in April 2020. Upon observing its performance, a dedicated team was hired, and the service officially launched in June 2020. Aster Hospital Al Qusais launched its dedicated Molecular Laboratory for COVID-19 PCR Testing with state-of-the-art facilities, highly qualified experts and very well trained nurses to provide accurate report less than 24 hours from testing. It introduced Cardio Thoracic Surgery and Neurosurgery & Centre of Excellence for Vitreo-retinal surgeries at Aster Hospital, Al Qusais.
As on March 31, 2022, the Company has 73 subsidiaries and 8 associate companies. Hindustan Pharma Distributors Private Limited become subsidiary of the Company during the year 2021-22. Aster DM Healthcare introduced a new structure in India with 5 clusters namely the Kerala, Karnataka and Maharashtra, Andhra and Telangana, Pharmacy and the Aster Labs in FY'22. It started a dedicated 77-bed women and children wing at Aster MIMS hospital in Kerala which added to existing 244-bed capacity at the facility. In Kolhapur, Maharashtra, it has operationalised 24 additional beds as part of Aster Aadhar Hospital's expansion. Recently in May 2022, it started operations at 140- bed Aster Mother Hospital in Areekode in Kerala. As of March 31, 2022, there were 2 Reference Labs, 12 Satellite Labs and 100 Patient Experience Centres (PEC). It acquired majority stake in Hindustan Pharma Distributors Private Limited and ventured into pharmacy business to optimize supply chain function of hospitals and franchised retail pharmacies. It signed an agreement with Alfaone Retail Pharmacies Private Limited (ARPPL) to license the Aster Pharmacy' brand to run retail stores and online pharmacy operations. During FY'22, ARPPL forayed into Telangana, Karnataka, and Kerala. As of March 31, 2022, there were 131 pharmacies, 82 in Karnataka, 27 in Kerala and 22 in Telangana serving 2.1 lakh customers in India. In June 2022, it announced the launch of the 550-bed Aster Capital Hospital at Trivandrum, Kerala. In April 2022, Aster DM Healthcare launched 101-bed multi-specialty Aster Hospital in Sharjah to cater to the needs of the people in Northern Emirates of the UAE. It signed a Memorandum of Understanding with The Government of Tamil Nadu which proposes an investment of Rs. 500 crore in hospitals, pharmacies and laboratories in the State.
The Company launched the 179 bed Aster Royal Hospital in Muscat, Oman and the 101 bed Aster Hospital in Sharjah in 2022-23. Aster India expanded its pharmacy network, reaching a milestone of 106 stores in Karnataka, 85 stores in Kerala, 61 stores in Telangana, and 5 stores in Andhra Pradesh by the end of FY23. Aster Labs increased its foot prints to 189 Patient Experience Centres (PEC), 15 Satellite Labs, and 1 Reference Lab.
Adiran IB Healthcare Private Limited, Komali Fertility Centre Ongole LLP, Cantown Infra Developers LLP and Zest Wellness Pharmacy LLC, became subsidiaries of the Company and Skin III Ltd became associate of the Company during the year 2022-23.
Aster DM Healthcare Ltd
Directors Reports
Dear Members,
Your Directors have immense pleasure in presenting the Annual Report on
the business and operations of your Company along with the audited financial statements
for the financial year ended March 31, 2023.
1. RESULTS OF OPERATION AND STATE OF AFFAIRS
Financial Results
(INR in crores except per share data)
| Particulars |
Standalone |
Consolidated |
|
2023 |
2022 |
2023 |
2022 |
| Revenue from operations |
1,533.74 |
1,116.47 |
11,932.88 |
10,253.28 |
| Other income |
49.77 |
82.20 |
78.25 |
50.66 |
| Total income |
1,583.51 |
1,198.67 |
12,011.13 |
10,303.94 |
| Total expenditure |
1,401.18 |
1,108.71 |
11,477.27 |
9,667.63 |
| Profit/(loss) before exceptional items and tax |
182.33 |
89.96 |
533.86 |
636.31 |
| Exceptional item |
- |
- |
- |
- |
| Profit before tax |
182.33 |
89.96 |
533.86 |
636.31 |
| Share of net profit/ (loss) of equity accounted investees |
- |
- |
1.22 |
0.54 |
| Profit/(loss) before tax /(benefit) |
182.33 |
89.96 |
535.08 |
636.85 |
| Less: Tax expense |
9 .04 |
(0.22) |
59.59 |
35.80 |
| Profit for the year |
173.29 |
90.18 |
475.49 |
601.05 |
| Other comprehensive income/(loss), net of taxes |
0 .41 |
0.46 |
198.95 |
93.45 |
| Total comprehensive income/ (loss) |
173.70 |
90.64 |
674.44 |
694.50 |
| Profit attributable to Owners of the company |
173.29 |
90.18 |
424.91 |
525.99 |
| Non-controlling interest |
- |
- |
50.58 |
75.06 |
| Total |
173.29 |
90.18 |
475.49 |
601.05 |
| Total comprehensive income attributable to |
|
|
|
|
| Owners of the company |
173.70 |
90.64 |
598.82 |
608.65 |
| Non-controlling interest |
- |
- |
75.62 |
85.85 |
| Total |
173.70 |
90.64 |
674.44 |
694.50 |
| Earnings per share |
|
|
|
|
| Basic |
3 .48 |
1.81 |
8.54 |
10.58 |
| Diluted |
3 .48 |
1.81 |
8.53 |
10.57 |
Financial position
| Particulars |
Standalone |
Consolidated |
|
2023 |
2022 |
2023 |
2022 |
| Cash and cash equivalents |
24.38 |
18.27 |
378.53 |
343.37 |
| Trade receivables |
111.33 |
61.55 |
2,336.31 |
2,020.52 |
| Other current assets |
179.17 |
119.96 |
2206.72 |
1,732.57 |
| Total current assets |
314.88 |
199.78 |
4,921.56 |
4,096.46 |
| Property, plant and equipment (including capital work in
progress) |
807.66 |
782.51 |
4,883.64 |
4,335.55 |
| Goodwill |
- |
- |
1,159.67 |
1,087.91 |
| Other intangible assets (including Intangible asset under
development) |
2.90 |
2.15 |
368.08 |
278.09 |
| Other non-current assets |
2,976.63 |
2,777.56 |
3,548.25 |
2,748.23 |
| Total non-current assets |
3,787.19 |
3,562.22 |
9,959.64 |
8,449.78 |
| Total Assets |
4,102.07 |
3,762.00 |
14,881.20 |
12,546.24 |
| Non-current liabilities |
565.85 |
463.95 |
5,365.46 |
4,505.04 |
| Current liabilities |
405.66 |
342.84 |
4,655.28 |
3,558.58 |
| Total current and non-current liabilities |
971.51 |
806.79 |
10,020.74 |
8063.62 |
| Equity |
499.52 |
499.52 |
499.52 |
499.52 |
| Other equity |
2,631.04 |
2,455.69 |
3,948.55 |
3,453.89 |
| Non-controlling interest |
- |
- |
412.39 |
529.21 |
| Total equity |
3,130.56 |
2,955.21 |
4,860.46 |
4,482.62 |
| Total equity and liabilities |
4,102.07 |
3,762.00 |
14,881.20 |
12,546.24 |
Performance Overview
During the year under review the Company reported, on a consolidated
basis, a total income from operations of INR 11,932.88 crores as compared to INR 10,253.28
crores. Of the total revenues from operations for fiscal 2023, our hospital segment
accounted for INR 6,795.29 crores, our clinic segment accounted for INR 2,374.64 crores,
our Retail pharmacy segment including opticals accounted for INR 2,733.24 crores and other
segment accounted for INR 29.71 crores. The Company reported, on a standalone basis, a
total income from operations of INR 1,533.74 crores as compared to INR 1,116.47 crores.
Our strategies for the financial year 2023-24 are explained in the
Management Discussion and Analysis section, which forms part of this Annual Report.
2. TRANSFER TO RESERVES
There were no appropriations to/from the general reserves of the
Company during the year under review.
3. DIVIDEND
The Company continues to look at growth prospects through new
investment opportunities. The past years of the pandemic has presented healthcare
companies across the world with many challenges, and it is imperative that the Company
looks at available options for organic as well as inorganic growth. The key objective of
the Company is to achieve a consistent sustainable growth over the years to come and
consolidate the Company's position. Keeping in view the growth strategy of the
Company, the Board of Directors have decided to plough back the profits and thus do not
recommend any dividend for the financial year under review. The Dividend Distribution
Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") is available on the Company's website on
https://www.asterdmhealthcare.com/fileadmin/user_upload/ Dividend_Distribution_Policy.pdf
4. SHARE CAPITAL
The share capital of the Company as on March 31, 2023 stands at INR
499.52 Crores consisting of 49,95,13,060 equity shares of INR 10 each. During the year
under review, the Company has not issued any shares with differential voting rights or any
sweat equity shares. Details of Employee Stock Options granted by the Company are provided
separately in annexure to this report. During the year under review, the Company has not
issued any shares.
5. PUBLIC DEPOSITS
The Company has not accepted any public deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014.
6. CORPORATE RESTRUCTURING
The Board of Directors approved the appointment of the investment
bankers by the Company on June 10, 2022 to explore options which present an opportunity to
unlock value for the Company and its Stakeholders. The investment bankers have received
interest and indicative terms from potential buyers for the Company's business in the
Gulf Co-operation Council region (‘GCC'). The investment bankers are working
actively with the potential buyers and their advisors who have expressed a strong
commitment to complete the transaction soon. Appropriate intimations and disclosures will
be made as and when any conclusions are arrived at and approved by the Board.
7. LOANS, GUARANTEE AND INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, disclosure
relating to loans/ advances given, guarantees provided and investments made are provided
as part of the financial statements.
8. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company along with its subsidiaries are engaged in the business of
setting up hospitals, clinics and pharmacies in India and GCC. At the beginning of the
year your Company had 73 subsidiaries and 8 associate companies. As on March 31, 2023, the
Company has 75 subsidiaries and 9 associate companies. Aster Pharmacies Group LLC a
material subsidiary of Aster DM Healthcare Limited has incorporated Joint Venture, Aster
Arabia Trading Company LLC, a limited liability Company in Riyadh, Kingdom of Saudi Arabia
on March 09, 2023. There has been no material change in the nature of the business of the
subsidiaries. Adiran IB Healthcare Private Limited, Komali Fertility Centre Ongole LLP,
Cantown Infra Developers LLP and Zest Wellness Pharmacy LLC, have become subsidiaries of
the Company and Skin III Ltd has become associate of the Company during the year under
review. Pursuant to provisions of Section 129(3) of the Companies Act, 2013, a statement
containing salient features of the financial statements of the Company's
subsidiaries/associates in Form AOC-1 is annexed as Annexure 1 to this report.
9. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, the Company has formulated a policy on dealing with related party
transactions, which is also available on the Company's website at
https://www.asterdmhealthcare.com/ fileadmin/user_upload/Policy_on_dealing_with_Related_
party_transactions_09.pdf .The policy intends to ensure that proper reporting, approval
and disclosure processes are in place for all transactions between the Company and related
parties.
All related party transactions are placed before the Audit Committee
for review and approval. Prior omnibus approval is obtained for related party transactions
on yearly basis for transactions which are of repetitive nature and /or entered in the
ordinary course of business. No material related party transactions were entered into by
the Company during the year. A statement giving details of all related party transactions
entered pursuant to the omnibus approval so obtained is placed before the Audit Committee
for their review on a quarterly basis. Disclosures as required under Section 134(3) (h)
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 as
specified under Companies Act, 2013 which is annexed as Annexure 2 to this report.
10. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013 the Directors
confirm that:
a) in the preparation of the annual accounts, the applicable accounting
standards have been followed and there has been no material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit and loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern
basis;
e) they have laid down internal financial controls to be followed by
the Company, which are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and such systems are adequate and operating effectively.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointments
• Mr. Emmanuel David Gootam (DIN:09771151) was appointed as an
Independent Director of the Company effective from November 10, 2022 for a term of three
consecutive years and the same was approved by the Members through postal ballot completed
on December 17, 2022 and results declared on December 19, 2022.
• Ms. Purana Housdurgamvijaya Deepti (DIN: 08125456) was appointed
as an Independent Director of the Company effective from March 27, 2023 till the
conclusion of 18th Annual General Meeting of the Company to be held in the year 2026 and
the same was approved by the Members through postal ballot completed on April 08, 2023 and
results declared on April 10, 2023.
In the opinion of the Board, the Independent Directors appointed during
the year possess requisite integrity, expertise, experience and proficiency.
Re-appointments
• In accordance with Articles of Association, Mr. Daniel Robert
Mintz (DIN: 00960928), Non-Executive Director shall retire by rotation at the ensuing
Annual General Meeting. The Director being eligible offers himself for re-appointment. The
Notice of 15th Annual General Meeting of the Company contains the above proposal for the
approval of the Members.
• The Board of Directors on recommendation of the Nomination and
Remuneration Committee, re-appointed Mr. Chenayappillil John George (DIN: 00003132) as an
Independent Director of the Company for a second term with effect from April 11, 2023 till
the conclusion of 18th Annual General Meeting of the Company to be held in the year 2026
and the same was approved by the Members through postal ballot completed on April 08, 2023
and results were declared on April 10, 2023.
• The Board of Directors on recommendation of the Nomination and
Remuneration Committee, re-appointed Dr. James Mathew (DIN: 07572909) as an Independent
Director of the Company for a second term with effect from June 23, 2023 till the
conclusion of 19th Annual General Meeting of the Company to be held in the year 2027 and
the same was approved by the Members through postal ballot completed on April 08, 2023 and
results were declared on April 10, 2023.
• The Board of Directors at their meeting held on May 24, 2022, on
recommendation of the Nomination and Remuneration Committee has recommended the
reappointment of Dr. Mandayapurath Azad Moopen (DIN:00159403) as Managing Director of the
Company for a term of three (3) years. The Members of the Company at the Annual General
Meeting held on August 25, 2022 passed a special resolution to reappoint Dr. Mandayapurath
Azad Moopen as Managing Director of the Company for a term of three (3) years with effect
from April 15, 2023 subject to approval of the Central Government. The Company has applied
for the approval of the Central Government under section 196 read with Part-I (e) of
schedule-V of the Companies Act, 2013 and approval is awaited.
Retirements
• Prof.BijuVarkkey(DIN:01298281),retiredasanIndependent Director
of the Company from the Board of Directors of the Company on completion of his two terms
with effect from the close of the business hours on November 11, 2022.
• Dr. Layla Mohamed Hassan Ali Almarzooqi (DIN: 08401425), retired
as an Independent Director of the Company from the Board of Directors of the Company on
completion of her two terms with effect from the close of the business hours on March 27,
2023.
Resignation
Mr. Sridar Arvamudhan Iyengar (DIN: 00278512) has resigned from the
position of Non-Executive Independent Director of the Company due to personal reasons with
effect from May 23, 2023. Further, as per the requirement of Regulation 30 read with
Schedule III, Part A, Clause 7B of Listing Regulations, he has confirmed that there are no
material reasons for his resignation other than that mentioned in his resignation letter
dated May 23, 2023.
Key Managerial Personnel
In terms of the provisions of Section 203 of the Companies Act, 2013,
the Company has appointed the following Key Managerial Personnel:
| S. No Name of the Key Managerial Personnel |
Designation |
| 1 Dr. Azad Moopen |
Chairman and Managing Director |
| 2 Ms. Alisha Moopen |
Deputy Managing Director |
| 3 Mr. Hemish Purushottam |
Company Secretary and Compliance Officer |
| 4 Mr. Amitabh Johri |
Joint Chief Financial Officer |
| 5 Mr. Sunil Kumar M R |
Joint Chief Financial Officer |
Notes:
1. Mr. Sreenath Pocha Reddy resigned as Group Chief Financial Officer
and Key Managerial Personnel of the Company with effect from January 05, 2023.
2. Mr. Amitabh Johri and Mr. Sunil Kumar M R appointed as Joint Chief
Financial Officers and Key Managerial Personnel of the Company with effect from May 25,
2023.
12. COMMITTEES OF DIRECTORS
The Company has constituted Committees as required under the Companies
Act, 2013 and the Listing Regulations and the details of the said Committees forms part of
the Corporate Governance Report.
13. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and the Listing
Regulations the evaluation of Board of Directors was conducted for the financial year
2022-23. The evaluation was conducted by engaging an external independent firm having the
requisite expertise in this field. An online questionnaire method was adopted for
evaluation based on the criteria formulated by the members of the Nomination and
Remuneration Committee ("NRC"). The evaluation was made to assess the
performance of individual Directors, Committees of the Board, Board as a whole and the
Chairman. Adherence to the Code of Conduct, display of leadership qualities, independence
of judgement, integrity and confidentiality were the criterion based on which the
performance evaluation was conducted.
Further, the evaluation of Management was conducted based on the
factors such as timeliness in the flow of information, transparency and quality of
information provided to the Board for decision making and adoption of suggestions provided
by the Board etc. The Independent Directors at their meeting held on May 23, 2023,
reviewed the performance of the Non-Independent Directors, Committees of the Board, the
Board as a whole and Chairman based on the evaluation of other Directors. The NRC at their
meeting reviewed the outcome of the evaluation process.
14. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declaration from Independent Directors in
accordance with Section 149(7) of the Companies Act, 2013 ("the Act") and
Regulations 25(8) of the Listing Regulations that he/she meets the criteria of
independence as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. The Board of Directors is of the opinion that all the Independent
Directors meet the criteria regarding integrity, expertise, experience and proficiency.
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs ("IICA").
15. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION
The Company's policy on Directors' appointment and
remuneration and other matters provided in Section 178 (3) of the Companies Act, 2013, is
available on the website of the Company at https://www.asterdmhealthcare.com/fileadmin/
user_upload/Policy_on_Nomination_Remuneration_and_ Evaluation.pdf .
We affirm that the remuneration paid to the Directors is as per the
terms laid out in the Nomination and Remuneration Policy of the Company.
16. BOARD MEETINGS AND ANNUAL GENERAL MEETING
The Board of Directors met 7 times during the financial year viz May
24, 2022; June 10, 2022; August 11, 2022; November 10, 2022; December 02, 2022; February
14, 2023 and March 27, 2023. The intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and Listing
Regulations. Detailed information regarding the meetings of the Board
and Committees of the Board is included in the report on Corporate Governance. The Annual
General Meeting for the financial year 2021-22 was held on August 25, 2022, through Video
Conferencing (‘VC')/ Other Audio-Visual Means (‘OAVM').
17. SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
("ICSI") as required under Section 118 (10) of the Companies Act, 2013 and such
systems are adequate and operating effectively.
18. PARTICULARS OF EMPLOYEES
The statement containing particulars of employees 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, is provided in Annexure
3 to this report.
19. EMPLOYEE STOCK OPTION SCHEME
The Nomination and Remuneration Committee of the Board inter alia
administers and monitors the Company's Employees Stock Option Plan "Aster DM
Healthcare Employees Stock Option Plan 2013" in accordance with Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021
and the plan is implemented through DM Healthcare Employees Welfare Trust.
During the year, 1,50,717 shares were transferred from the ESOP Trust
to the eligible employees under the Company's prevailing ESOP Plan. As on March 31,
2023, the ESOP Trust held 21,43,386 (0.43%) equity shares of the Company.
Disclosures as required under Rule 12 of Companies (Share Capital and
Debentures) Rules, 2014, Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021, read with SEBI Circular CIR/CFD/ POLICY
CELL/2/2015 dated June 16, 2015 have been provided separately in Annexure 4 to this
report. The same can be accessed on the Company's website at
https://www.asterdmhealthcare. com/investors/stock-exchange-disclosures/esop-disclosure.
There have been no material changes in the Employee Stock Option Scheme during the
financial year 2022-23.
The certificate from the Secretarial Auditor that the scheme has been
implemented in accordance with Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the
shareholders shall be placed at the Annual General Meeting for inspection by the Members.
20. INTERNAL CONTROL SYSTEMS
The Management has laid down internal financial controls to be followed
by the Company. The Company has adopted policies and procedures for ensuring orderly and
efficient conduct of the 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 disclosures. The internal control system is commensurate with the
nature of business, size and complexity of operations and has been designed to provide
reasonable assurance on the achievement of objectives, effectiveness and efficiency of
operations, reliability of financial reporting and compliance with applicable laws and
regulations.
As part of the Corporate Governance Report, Chief Financial Officer
(CFO) certification is provided, for assurance on the existence of effective internal
control systems and procedures in the Company.
The internal control framework is supplemented with an internal audit
program that provides an independent view of the efficacy and effectiveness of the process
and control environment and supports a continuous improvement program. The internal audit
program is managed by an in-house internal audit function and by KPMG India Private
Limited, external firm. The Audit Committee of the Board oversees the internal audit
function. The Audit Committee is regularly apprised by the internal auditors through
various reports and presentations. The scope and authority of the internal audit function
is derived from the audit charter approved by the Audit Committee. The internal audit
function develops an internal audit plan to assess control design and operating
effectiveness, as per the risk assessment methodology. The internal audit function
provides assurance to the Board that a system of internal control is designed and deployed
to manage key business risks and is operating effectively.
21. VIGIL MECHANISM
The Company believes in conducting its affairs in a transparent manner
and adopts highest standards of professionalism and ethical behaviour. Integrity is one of
the key values of the Company that it strictly abides by. Keeping that in view the Company
has established a vigil mechanism for Directors and employees to report concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's code of
conduct or ethics. The Whistle Blower Policy is available on the website of the Company at
https://www.asterdmhealthcare.com/fileadmin/
user_upload/Whistle_Blowing_Policy_Aug22_01.pdf The Company, as a policy, condemns any
kind of discrimination, harassment, victimization, or any other unfair employment practice
being adopted against whistle blowers and provides adequate safeguard measures. It also
provides a direct access to the Chairman of the Audit Committee to raise concerns.
In addition to this, the Company has also engaged an independent agency
called ‘Integrity Matters' that provides an electronic and digital platform to
report any unethical practices or harassment/ injustice at the workplace confidentially
and, if desired, anonymously by any employees or vendors of the Company or any of its
subsidiaries anywhere in the world to ensure fairness and transparency in the process.
22. RISK MANAGEMENT POLICY
Risk is the effect of uncertainty on an expected result and every
business is exposed to it. The ability to effectively identify and manage risk is a vital
element of business success for all parts of the Company's business. During the
period under review, the Company has strategized to handle the risks by: - carrying out
risk identification sessions for the Board, Senior Management, and other staff members; -
defining, analysing and prioritizing various kinds of risks; - giving frequent training
and support to the risk owners, employees, and others as appropriate; and - commencing the
standardization and digitalization of risk reporting, planning risk management activities,
and reviewing the risks periodically. In order to bring in further accountability,
transparency and expertise in the risk management, the Company has commenced periodic
reporting to the Risk Management Committee. The Risk Management Committee oversees how
management monitors compliance with the risk management policies and procedures and
reviews the adequacy of the risk management framework in relation to the risks being faced
by the Company.
| The Company has identified its top ten risks that are monitored on a
monthly basis and reported on a quarterly basis to the Risk Management Committee These
include: |
| 1. Information and Data Security risk |
| 2. People risk |
| 3. Legal and Compliance risk |
| 4. Financial risk |
| 5. Business Continuity and Resilience risk |
| 6. Clinical and Patient Health and Safety risk |
| 7. Reputational risk |
| 8. Strategic, Transformation and Innovation risk |
| 9. Competition and Market share risk and |
| 10. Vendor and Supply Chain management risk |
The Risk management policy is available on the website of the Company
at https://www.asterdmhealthcare.com/fileadmin/ user_upload/Risk_Management_Policy.pdf
23. CORPORATE SOCIAL RESPONSIBILITY
The Company has a well-defined policy on Corporate Social
Responsibility ("CSR") as per the requirement of Section 135 of the Companies
Act, 2013. The CSR activities of the Company undertaken by Aster Volunteers broadly
includes providing free healthcare services to the under-privileged children and the
needy, village adoption, providing education, and sustainability programmes. The CSR
activities are being carried out under the broad umbrella of our registered charitable
organization – Aster DM Foundation (‘the Foundation"). The Foundation is
established and endowed as a non-profitable charity and philanthropic organization by Dr.
Azad Moopen as the Managing Trustee is registered under Ministry of Corporate Affairs.
The CSR Policy of the Company is available on the website of the
Company at https://www.asterdmhealthcare.com/fileadmin/ user_upload/CSR_Policy_01.pdf.
Details on Corporate Social Responsibility activities undertaken during the year is
provided in Annexure 5 forming part of this report.
24. AUDITORS i. Statutory Auditors
M/s. Deloitte Haskins & Sells, Chartered Accountants [Firm
registration number: 008072S] were appointed as the Statutory Auditor of the Company for a
period of 5 years from the conclusion of 12th AGM till the conclusion of the 17th AGM.
ii. Secretarial Auditor
M/s. M Damodaran & Associates LLP, Practising Company Secretaries,
[Firm registration number: L2019TN006000] were appointed as Secretarial Auditor of the
Company for the financial year 2022-23, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The Board of Directors, on the recommendation of the Audit
Committee, have re-appointed M/s. M Damodaran & Associates LLP, Practising Company
Secretaries, [Firm registration number: L2019TN006000] as Secretarial Auditor of the
Company for the financial year 2023-24, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder.
iii. Cost Auditor
The Company has maintained cost records and accounts as specified by
the Central Government under Section 148(1) of the Companies Act, 2013 and rules made
thereunder and M/s. Jitender, Navneet & Co, Cost Accountants [Firm Registration No:
000119] were appointed as the Cost Auditor of the Company to conduct the audit of cost
records for the financial year 2022-23.
The Board of Directors, on the recommendation of the Audit Committee,
have reappointed M/s. Jitender, Navneet & Co, Cost Accountants [Firm Registration No:
000119] as the Cost Auditor of the Company to conduct the audit of cost records for the
financial year 2023-24 at a remuneration of INR 2,25,000 (Rupees Two Lakhs and Twenty Five
Thousand only) per annum plus out of pocket expenses & taxes as applicable, if any, in
connection with the cost audit.
The Board of Directors of the Company proposes the ratification of
remuneration of M/s. Jitender, Navneet & Co, Cost Accountants for financial year
2023-24 at the ensuing Annual General Meeting. The Notice of 15th Annual General Meeting
of the Company contains the above proposal for the approval of the Members.
25. AUDIT REPORT
i. Statutory Audit Report
Audit report on the financial statements of the Company for the
financial year 2022-23 is being circulated to the shareholders along with the financial
statements. There are no qualifications or adverse remarks made by the Statutory Auditors
in their report for the financial year ended March 31, 2023.
During the year under review, the Statutory Auditors have not reported
to the Audit Committee any incident of material fraud committed against the Company by its
officers or employees under Section 143 (12) of the Companies Act, 2013.
ii. Secretarial Audit Report
The Secretarial Audit report issued by M/s. M Damodaran &
Associates LLP, Practising Company Secretaries for the financial year 2022-23 is annexed
as Annexure 6 to this report. There are no qualifications or observations made by
the Secretarial Auditor in their report for the financial year ended March 31, 2023.
Pursuant to Regulation 24A of the Listing Regulations read with SEBI
circular dated February 08, 2019, listed entities are required to submit the Annual
Secretarial Compliance report with the stock exchanges within sixty days from the end of
the financial year. The Company has received the Annual Secretarial Compliance report from
M/s. M Damodaran & Associates LLP, Practising Company Secretaries, [Firm registration
number: L2019TN006000] and the same has been submitted to the stock exchanges within the
stipulated date and a copy of the report is annexed as Annexure 6A to this report.
Pursuant to amendment made to Regulation 24A of the Listing
Regulations, the Secretarial Audit report of Malabar Institute of Medical Sciences Ltd,
material unlisted subsidiary of the Company issued by M/s. Ashique Sameer Associates,
Practising Company Secretaries for the financial year 2022-23 is annexed as Annexure 6B
to this report.
During the year under review, the Secretarial Auditors have not
reported to the Audit Committee any incident of fraud committed against the Company by its
officers or employees under Section 143 (12) of the Companies Act, 2013.
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
There have been no material changes and commitments which affect the
financial position of the Company that have occurred between the end of the financial year
to which the financial statements relate and the date of this report.
27. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return for FY 2022-23 is available
on Company's website at
https://www.asterdmhealthcare.com/investors/corporate-governance/annual-returns.
28. SIGNIFICANT AND MATERIAL ORDERS
There are no significant or material orders passed by any regulators or
courts or tribunals impacting the going concern status and Company's operations in
future.
29. BUSINESS OF THE COMPANY
The Company is into the business of setting up and running of hospitals
and healthcare centres. There has been no change in the nature of business during the last
financial year.
30. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at
workplace framed under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013. Internal Complaints Committee (ICC) has been constituted as
per the said Act to redress the complaints with respect to sexual harassment. All
employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year there were 3 cases reported (standalone basis) on sexual harassment and
all cases were disposed off.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREX 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 annexed as Annexure
7 to this report.
32. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under the Regulation
34 (3) of the Listing Regulations and Schedule V (B) to the said regulation forms part of
the Annual report.
33. CORPORATE GOVERNANCE
As per Regulation 34 and Schedule V (C) to the Listing Regulations, the
Corporate Governance Report with the Compliance certificate from the Practicing Company
Secretary is annexed as Annexure 8 to this report.
34. BUSINESS RESPONSIBILITY AND SUSTAINIBILITY REPORT
In terms of SEBI Circular No.: SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 and as
per the Regulation 34 (2) (f) of the Listing Regulations, the Business Responsibility and
Sustainability Report for the year under review is annexed as Annexure 9 to this
report.
35. ACKNOWLEDGEMENT
Your Directors thank the Company's Shareholders, customers, banks,
financial institutions, and well-wishers for their continued support during the year. Your
Directors place on record their appreciation of the contribution made by the employees at
all levels. The Company's consistent growth was made possible by their hard work,
solidarity, co-operation, and support. The Board sincerely expresses its gratitude to
Government of India, Ministry of Corporate Affairs, Reserve Bank of India, Foreign
Investment Promotion Board, Securities and Exchange Board of India, Bombay Stock Exchange
Limited, National Stock Exchange of India Limited and Governments of Kerala, Karnataka,
Andhra Pradesh, Telangana, Tamil Nadu and Maharashtra for the guidance and support
received from them from time to time.
|
For and on behalf of the Board of Directors |
|
Dr. Azad Moopen |
| Date : May 25, 2023 |
Chairman and Managing Director |
| Place : Bengaluru |
DIN: 00159403 |
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