Global Health Ltd
Chairman Speech
Dear shareholders,
It is a privilege and honour for me to share my thoughts with you in our maiden Annual
Report post listing. First and foremost, I want to extend my heartfelt gratitude to all
our stakeholders who have been an integral part of this extraordinary journey — our
patients, doctors, team members, partners and the entire capital market fraternity. Your
unwavering support and trust have been instrumental in transforming Medanta into the
beacon of hope and excellence it is today. We value the trust you have reposed in us and
look forward to your support in our journey forward.
It is worthwhile to take a step back and reflect on the remarkable advancement in the
delivery of healthcare services in India. Decades ago, the number of Indians seeking
advanced medical treatments overseas highlighted the stark absence of cutting-edge
healthcare facilities in our own nation. Recognising this disparity during my time as a
cardiac surgeon in the US, I was inspired to create a cardiac hospital that would offer
the most advanced cardiac treatments at a fraction of global costs and my journey back to
India started.
On my return to India, we built the largest standalone Heart Institute in the world in
Delhi; however, it gradually became clear to me that patients were not getting the best
treatment across all specialties. Thus, the idea of Medanta, the Medicity, was
conceptualised and took shape with our first campus in Gurugram spreading across 43 acres,
bringing all medical specialties together on a common platform similar to the quality
standards of US and Europe.
At Medanta Gurugram, we have built a destination care hospital with approximately 1,400
beds and 40 operating theatres, which matches the highest benchmarks of excellence, and
are fully equipped to deliver high-end quaternary care. We have created an ecosystem of
excellence that encompasses world-leading clinicians, state-of-the-art equipment,
best-in-class infrastructure and a strong emphasis on research and innovation. Medanta's
patient-first approach allows teams of super-specialist doctors to collaborate seamlessly
and arrive at the best-possible treatment, customised for each patient in line with our
guiding philosophy ‘Har Ek Jaan Anmol', meaning ‘Every Life is Invaluable'.
Over the years, we have remained committed to providing the highest end of care that
can rival the best in the world. We have evolved a doctor-led model, driven by skilled and
experienced doctors, who are among the best in their specific area of specialisation.
Autonomy is given to each departmental head to drive clinical practice and to ensure the
focus is on the highest standard of healthcare. As we continue our legacy of clinical
excellence, we have been recognised as the best private hospital in India for a fourth
consecutive year by a reputed and independent platform like Newsweek. This is a testimony
to the standard of clinical care we deliver across our hospital network.
Serving the underserved markets
Our mission has evolved to democratise healthcare and address the underserved regions
in our country. India's healthcare infrastructure still faces significant challenges, with
rural areas suffering the most. Most of the high-quality healthcare infrastructure is
concentrated in metro cities. Therefore, to bridge this gap, we have established two more
greenfield facilities in Lucknow and Patna with a potential bed capacity of 950 and 650
beds, respectively.
We have brought the destination care hospital concept to Uttar Pradesh and Bihar with
both states ranking 1 and 2, respectively in terms of population, while lacking in terms
of critical care healthcare infrastructure. With our facilities in these regions, we can
serve 350+ million people and provide high-quality, cost-effective multi-specialty medical
services, while ensuring the same level of care and compassion.
Today, we are proud to be recognised as one of the largest private multi-specialty
tertiary care providers in Northern and Eastern India. Behind this achievement stands a
dedicated and compassionate team of doctors, nurses, paramedics and management
professionals, who ensure that every individual receives the highest quality care.
Indian healthcare at an inflection point
If we look at the current Indian healthcare ecosystem, I believe that healthcare
delivery in India has evolved significantly over the years and today we are at an
inflection point with tremendous healthcare opportunities ahead of us. The demand for
high-quality tertiary and quaternary care continues to gain momentum, driven by various
factors such as rising per capita income, increasing insurance penetration, a surge in
medical tourism and a rise in the adoption of telemedicine. The COVID-19 pandemic has
further contributed to increasing awareness about the importance of health and has
triggered a surge in the demand for high-quality healthcare infrastructure. While India
continues to remain one of the youngest countries, the elderly population is expected to
touch 200 million in 2030. A combination of all these factors is expected to further
increase the demand for quality healthcare, going forward.
New government policies such as Ayushman Bharat and Pradhan Mantri Suraksha Bima
Yojana, along with the increased budget allocation indicates that the government is likely
to play a greater role as health financier. The private sector will likely continue to be
the mainstay of providing tertiary and quaternary care in India. This presents a massive
opportunity for the private sector to play a pivotal role in delivering quality healthcare
accessible at an affordable cost to the masses and to all parts of country. As a result,
once again, we are seeing strong interest from private capital equity players in Indian
healthcare.
Digital innovation has emerged as a key enabler in bridging the accessibility gap in
healthcare services and it will revolutionise the way healthcare is accessed in our
country in the coming years. At Medanta, digitalisation is a core part of our long-term
strategy; we are ahead of the curve when it comes to creating and adopting digital
solutions. As part of our digital transformation efforts, we continuously enhance our
clinical applications to improve patient convenience. Our doctors benefit from the EMR
app, which allows them to access patient records from anywhere, receive real-time clinical
alerts and communicate with their teams in real-time. Our commitment to digital innovation
led to the development of our ‘smart nursing application,' which identifies critical
patients and empowers nurses with intelligent support based on predefined parameters.
Additionally, with a vision to enhance access to critical care in underserved regions,
Medanta has launched a Tele-ICU command centre in Uttar Pradesh, which was inaugurated by
the honourable Chief Minister, Shri. Yogi Adityanath. The initiative is aimed at
transforming healthcare delivery and addressing existing gaps in critical care through
high-level knowledge transfer and a 24x7 command centre that will enable round-the-clock
decision-making support in ICUs across Tier 2 and Tier 3 cities, where the availability of
intensivists and specialty care nurses is limited. This is in line with our philosophy
that healthcare is a necessity, not a luxury; therefore, it should be inclusive and
accessible to all.
Sustainability at the core
Sustainability is deeply embedded in Medanta, evident in our healthcare delivery
platform's conceptualisation. Our commitment to sustainability is reflected in multiple
aspects, including our environment-friendly and patient-centric infrastructure,
department-led doctor engagement model, growing presence in underserved markets and using
digital tools to bring quality healthcare closer to patients in remote areas. Overall, as
a healthcare service provider, we are conscious of giving back to the society in which we
operate and therefore, ‘Mission TB Free Haryana' was launched in November 2015 in
public private partnership between the Government of Haryana and Medanta Hospital to
increase access to TB diagnostic care in rural Haryana. Medanta has introduced a model to
improve the diagnosis of tuberculosis in the underserved rural areas, in order to
eradicate or at least substantially reduce the burden of this deadly disease. During the
year, we have screened over 5 lakh individuals across 4 districts of Haryana, identified
250+ cases and helped these patients start their medication. In the coming year, we are
planning to launch the TB free programme in Lucknow and Ranchi and simultaneously we
continue to encourage other partners to join the battle against TB.
Purpose-driven growth
Looking ahead, we have an exciting strategic roadmap laid out for Medanta. We already
have a planned bed build-out strategy for our existing hospitals in Lucknow and Patna. Our
Noida hospital is under construction and should be operational by the end of FY25, serving
the attractive micro-market of Noida and catering to western Uttar Pradesh. During the
year, we have also announced an asset-light partnership in Indore, where our partner will
build a 300-bed facility according to our specifications and Medanta will leverage its
experience in the region to further consolidate its market position in central India.
As a group, we continue to explore territories where we can make a difference in the
standard of healthcare delivery and we are committed to taking Medanta's standard of care
to as many communities as possible in the coming years. Moreover, we constantly seek
opportunities to make a difference in the continuum of care and extend our services beyond
the hospital setting. Our outpatient pharmacy business, lab business and home care
business are all part of our efforts to provide patients with an integrated and
comprehensive healthcare experience.
At Medanta, patient well-being is at the heart of our strategy. Our infrastructure,
technology, clinical expertise and compassionate approach are all aligned to ensure the
best outcomes for our patients. We will capitalise on growth opportunities, diversify into
new services, including digital health and make a real difference in people's lives. Our
core belief in the human side of healthcare sets us apart. We not only provide the highest
level of care but also foster human connections, putting the patient first and making them
feel safe and secure. These values and acts of empathy will continue to guide our
decision-making as we forge ahead.
In conclusion, I extend my deepest gratitude once again to all our shareholders and
stakeholders for being an integral part of this transformative journey. Your unwavering
support and trust inspire us to continually raise the bar and redefine healthcare
standards in India. Together, we will shape a healthier and brighter future for our
nation.
| Thank you. |
| Dr. Naresh Trehan |
| Chairman & Managing Director |
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Global Health Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 19th Annual Report on the business
and operations of Global Health Limited (‘the Company') together with the Audited
Annual Standalone and Consolidated Financial Statements for the Financial Year (‘FY')
ended March 31, 2023.
FINANCIAL RESULTS AND PERFORMANCE
The Company's financial (standalone and consolidated) performance during the Financial
Year ended March 31, 2023 as compared to the previous Financial Year, is summarized below:
(H in lakhs)
|
Standalone - Year ended |
Consolidated - Year ended |
| Particulars |
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
| Revenue from Operations |
1,95,944.62 |
1,76,495.77 |
2,69,424.83 |
2,16,729.79 |
| Other Income |
6,168.29 |
3,503.88 |
6,491.48 |
3,851.89 |
| Total Income |
2,02,112.91 |
1,79,999.65 |
2,75,916.31 |
2,20,581.68 |
| Less: Expenses |
1,66,942.41 |
1,50,416.91 |
2,30,987.28 |
1,92,525.97 |
| Profit / (Loss) before exceptional item and Tax |
35,170.50 |
29,582.74 |
44,929.03 |
28,055.71 |
| Profit/(Loss) before Tax |
35,170.50 |
29,582.74 |
44,929.03 |
28,055.71 |
| Less: Tax Expenses (Net) |
8,845.99 |
7,704.34 |
12,321.10 |
8,435.92 |
| Profit /(Loss) after Tax |
26,324.52 |
21,878.40 |
32,607.93 |
19,619.79 |
| Profit/(Loss) after Tax (% of revenue) |
13% |
12% |
12% |
9% |
During the year under review, the total income of your Company on a consolidated basis
reported an increase of 12.29% on a standalone basis and 25.08% on consolidated basis. The
net profit for the year under review, after taxation registered a growth of 20.32% on
standalone basis and 66.20% on consolidated basis. There was no change in the nature of
the business of the Company during the year under review.
STATE OF THE COMPANY'S AFFAIRS ON CONSOLIDATED BASIS
The Company has delivered strong year-on-year growth of 25.08% in total income,
reaching H 2,75,916 lakhs. The growth is driven by a combination of factors, including
increased inpatient volume, higher occupied bed days, and a shift towards
revenue-generating specialities.
The Company's Earnings before Interest, Taxes, Depreciation, and Amortisation (EBITDA)
was H 67,712 lakhs, an increase of 38.3%. EBITDA margins improved by 230 basis points from
22.2% in FY22 to 24.5% in FY23.
The profit before tax registered a year-on-year growth of 60.1% to H 44,929 lakhs.
Similarly, the profit after tax has recorded an increase of 66.2%, amounting to H 32,608
lakhs. Additionally, the Company has witnessed
an improvement in its PAT margins, rising by 290 basis points to 11.8%.
Average Revenue per Occupied Bed (ARPOB) during FY23 was approximately H 67,712 lakhs.
The Average Length of Stay (ALOS) during the fiscal year was 3.3 days. In terms of patient
volume, the Outpatient Department (OPD) volume reached 22,74,651 reflecting a growth of
15.4%. Additionally, the Inpatient Department (IPD) volume has risen to 1,35,161,
representing a substantial growth of 32.0%.
Gurugram, Indore and Ranchi hospitals of the Company have a capacity of 1,766 beds and
contributed 73% to the Company's revenue in FY23. During the year, over 80 senior
clinicians were added to the team, including Dr Randeep Guleria as the Chairperson of
Internal Medicine and Respiratory & Sleep Medicine as well as an entire team for the
newly launched Institute of Women and Children.
The Company's Lucknow hospital continues to scale up with addition of 191 beds in FY23,
including over 90 critical care beds. Lucknow hospital also added seven new OTs and have
hired over 50 senior clinicians. Towards the end of FY23, Lucknow hospital commissioned
the Siemens Varian EDGE Radiation Oncology machine – the first in North India –
as well as set up a dedicated e-ICU Command Centre to assist in remote critical care
management. With a capacity of 601 beds as on March 31, 2023, the Lucknow unit contributed
to 21% of the Company's total revenue.
The Company's Patna hospital added over 100 beds and 35+ doctors in FY23. It was also
able to achieve EBITDA breakeveninitsfirstfullyearofoperations.Withacapacity of 330 beds
as on March 31, 2023, the unit contributed to 6% to the Company's total revenue.
Medanta Noida Hospital, with a capacity of 550 beds, is
underconstructionandisexpectedtobecomeoperational with 300 beds by end of FY25. This
presents the Company with a great opportunity to expand its healthcare infrastructure and
service offerings in Delhi-NCR.
In FY23, the Company also announced a new 300- bed hospital project in Indore under the
asset-light O&M model. This is in line with the strategy to further strengthen our
presence in Central India. The Company continues to evaluate such opportunities in the
Northern, Eastern and Central parts of the Country to expand its market presence.
The Company's sales from the pharmacy business increased to H 15,640 lakhs in FY23 from
H 8,500 lakhs in the previous year. A substantial increase in the current operations could
be achieved through selective expansion beyond hospitals.
The Company started Medanta Labs in January 2023, as part of its strategy to ensure
continuity of care for the patients beyond the hospital. In order to make healthcare more
accessible and comfortable for patients, this new initiative will establish diagnostic
services closer to patient's home. 22 collection centres were set up by the Company
covering Gurugram, Patna, Noida, Lucknow and Indore. Phase 1 of the principle plan is to
expand the presence of these new services in states that already have Medanta's Hospital
labs and then scale up to over 10+ labs and 125+ collection centres in phase 2.
Initial Public Offering and Listing
The Financial Year 2022-23 had turned out to be one of the important milestones in the
corporate history of your Company. During the Financial Year under review, your Company
has successfully completed its Initial Public Offering (IPO) of H 50,000 Lakhs by way of
fresh issue of 1,48,80,952 Equity Shares and an Offer for Sale by existing Shareholders of
5,07,61,000 Equity Shares of face value of H 2 each, at an Offer Price of H 336 per Equity
Share including share premium of H 334 per Equity Share. The Initial Public Offering was
opened on November 3, 2022 and closed on November 7, 2022 (both days inclusive) and
it received overwhelming response from the investors. Subsequently, the Equity Shares of
the Company were listed and admitted for trading on BSE Limited and National Stock
Exchange of India Limited with effect from November 16, 2022.
CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of the Company, prepared in compliance with the
applicable provisions of the Companies Act, 2013. ("the Act"), Indian Accounting
Standards, issued by the Institute of Chartered Accountants of India and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations") forms part of this Annual Report together with
Auditors' Report thereon.
DIVIDEND
During the Financial Year under review, your Directors has not recommended any dividend
to the Shareholders of the Company.
Pursuant to Regulation 43A of Listing Regulations, the Dividend Distribution Policy of
the Company is available on Company`s website at https://www.medanta.org/
investor_relations/company-policies.
DEPOSITS
Your Company has not accepted any deposits during the year under review, falling within
the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.
TRANSFER TO RESERVE
During the year under review, no amount from the profit of the Company has been
transferred to the General Reserve of the Company.
SHARE CAPITAL AND CHANGE IN CAPITAL STRUCTURE
During the year under review, the Authorised Share Capital of the Company was
reclassified to H 133,52,49,984/- (Rupees One Hundred Thirty Three Crore Fifty Two Lakh
Forty Nine Thousand Nine Hundred Eighty Four) divided into 66,76,24,992 (Sixty Six Crore
Seventy Six Lakh Twenty Four Thousand Nine Hundred and Ninety Two) Equity Shares of H 2
each, pursuant to reclassification of 4,66,954 Class A Preference Shares of H 696/- each
into 16,24,99,992 Equity Shares of H 2/- each.
Further, during the year under review, the Issued, Subscribed and Paid-up Equity Share
Capital was increased from H 50,64,47,860 (Rupees Fifty Crore Sixty Four Lakhs Forty Seven
Thousand Eight Hundred Sixty) divided into 25,32, 23, 930 Equity Shares of H 2 each to H
53,63,90,344/- (Rupees Fifty Three Crore Sixty Three Lakh Ninety Thousand Three Hundred
Forty Four) divided into 26,81,95,172 Equity Shares of H 2/- each, pursuant to allotment
of Equity Shares under IPO and ESOP 2016, as detailed under :
| Sr no Date of Allotment |
No. of Equity Shares of H 2 each |
Details of Allotment |
| 1 July 25, 2022 |
40,000 |
ESOP 2016 |
| 2 September 2, 2022 |
40,000 |
ESOP 2016 |
| 3 November 11, 2022 |
1,48,80,952 |
Initial Public Offering (Fresh Issue) |
| 4 March 17, 2023 |
10,290 |
ESOP 2016 |
| Total |
1,49,71,242 |
|
DEPOSITORIES
Your Company has arrangements with National Securities Depository Limited (‘NSDL')
and Central Depository Services (India) Limited (‘CDSL'), the Depositories, for
facilitating the various services like Dematerialization of shares, Corporate Actions,
Pledging of securities, e-voting etc. The Annual Custody fees for the FY 2022-23 has been
paid to both the Depositories.
DEBENTURES
The Company had allotted 1000 secured, unlisted, redeemable, transferable and interest
bearing Non-Convertible Debentures (NCDs) of the face value of H10,00,000/- (Rupees Ten
Lakh) each aggregating to H 1,00,00,00,000/- to Asian Development Bank on May 18 2021,
redeemable in three equal tranches beginning from May 19, 2022.
During the year under review, the first tranche of redemption i.e 1/3rd of
the face value was redeemed on May 19, 2022 and the second tranche consisting equivalent
amount was redeemed during the current Financial Year. Consequently, as on date of this
Report, the Company has outstanding 1000 NCDs of face value H 3,33,333.334/-
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
As on March 31, 2023, your Company has three (3) wholly-owned subsidiaries viz. Global
Health Patliputra Private Limited (GHPPL), Medanta Holdings Private Limited (MHPL) and GHL
Pharma & Diagnostic Private Limited (GHLPharma).Duringtheyearunderreview,GHLPharma was
incorporated as a wholly-owned subsidiary on June 29, 2022. All subsidiaries of the
Company are managed by their respective Board of Directors in the best interest of those
companies and their shareholders.
In accordance with Section 129(3) of the Act, the Company has prepared the Consolidated
Financial Statements of the Company, which form part of this Annual Report. Further, a
statement containing the salient features of the Financial Statements of subsidiaries in
the prescribed format AOC-1 is appended as Annexure 1 to the Board's Report. The
contribution of subsidiaries to the overall performance of the Company is outlined in Note
No. 44 of the Consolidated Financial Statements for FY ended March 31, 2023.
The Financial Statements of the subsidiaries are available under ‘Investors
Section' on the website of the Company at https://www.medanta.org/investor-relation/. The
same shall also be made available to the Shareholders of the Company seeking such
information at any point of time.
In compliance with the provision of Regulation 16 (C) of Listing Regulations, the
Company has formulated a policy for determining Material Subsidiaries. The said policy is
also available on the website of the Company at https://www.medanta.org/investor-relation/
and pursuant to which GHPPL and MHPL, qualify as Material Subsidiaries.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
There are no material changes and commitments that have occurred between March 31, 2023
and the date of this Report, other than those disclosed in the Financial Results, forming
part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
DetailsofLoans,GuaranteesorInvestmentscoveredunder the provisions of Section 186 of the
Act are given in the Note No. 8, 37 & 39 to the Standalone Financial Statements.
EMPLOYEE STOCK OPTION SCHEMES
The Company has three (3) Stock Option Schemes viz. Employees Stock Option Scheme 2014
(‘ESOP 2014'), Employees Stock Option Scheme 2016 (‘ESOP 2016') and Employees
Stock Option Scheme 2021 (‘ESOP 2021'), in alignment with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (‘SEBI SBEB & SE Regulations').
Pursuant to the Board Meeting dated September 10, 2021 and Shareholders' Meeting dated
September 17, 2021, the Company has decided not to make any further grants under the ESOP
2014 and ESOP 2016. Further, no grants have been made under ESOP 2021 till the date of
this Report.
Subsequent to the Initial Public Offering, the Shareholders of the Company had passed
special resolution by way of Postal Ballot on January 28, 2023 for ratification of ESOP
2016 and ESOP 2021.
The details of ESOP(s) available and allocated under plans during the FY 2022-23 are as
under:
| Particulars |
No. of options under GHL |
No. of options under GHL ESOP |
|
ESOP 2014 |
2016 |
| Total options granted during FY 2022-23 |
NIL |
NIL |
| Total options vested during FY 2022-23 |
NIL |
44,000 |
| Total options exercised during FY 2022-23 |
NIL |
18,058 |
| The total number of shares arising as a result of exercise of option (Exercise of 1
option will result into allotment of 5 equity Shares of H 2 each) |
NIL |
90,290 |
| Options lapsed during FY 2022-23 |
NIL |
NIL |
| The exercise price of each option |
NA |
H 10/- |
| Variation of terms of options during FY 2022-23 |
NA |
Post Listing, the Scheme was ratified by the Shareholders of the
Company in compliance with SEBI SBEB & SE Regulations, by passing Special Resolution
through Postal Ballot dated January, 28, 2023 |
| Money realized by exercise of options during FY 2022-23 |
NIL |
H 1,80,580 |
| Total number of options in force as on March 31, 2023 (vested but not yet exercised) |
NIL |
38,442 |
| Employee-wise details of options granted to:- |
|
|
| (i) Key Managerial Personnel (KMP) |
NIL |
NIL* |
| (ii) Any other employee who receives a grant of options in any one year of option
amounting to 5% or more of options granted during that year; |
NIL |
NIL |
| (iii) Identified employees who were granted option, during any one year, equal to or
exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the
Company at the time of grant |
NIL |
NIL |
* 20,000 ESOPs were granted to Mr. Pankaj Sahni, one of the KMP of the Company in FY
2018-19.
The details of ESOP are provided in the notes to accounts in the Financial Statements
forming part of this Annual Report and the disclosures as mandated under SEBI SBEB &
SE Regulations is available on the website of the Company at
https://www.medanta.org/investor-relation/. Certificate from M/s. VAPN & Associates,
Secretarial Auditors of the Company, with respect to the implementation of ESOP Schemes
shall be placed before the Shareholders at the ensuing Annual General Meeting of the
Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of Board
The Company has a balanced and diverse Board. The Company's Board has an optimum mix of
Executive and Non-Executive Directors, to maintain independence and separate the functions
of governance and management. The composition of the Board is in conformity with
Regulation 17 of the Listing Regulations read with Section 149 of the Act. As on March 31,
2023, the Board consists of 10 (Ten) Directors, comprising of 2 (Two) Executive Directors
and 8 (Eight) Non-Executive Directors out of which 5 (Five) are Independent Directors
(including one (1) Women Independent Director).
Change in Board of Directors
During the year under review, Mr. Pankaj Sahni (DIN: 07132999) was appointed as an
Additional Whole-time Director on the Board (Designated as Group CEO
& Director) of the Company w.e.f. January 1, 2023. His appointment was later
approved by the Shareholders of the Company on January 28, 2023 through Postal Ballot.
Retire by Rotation
Mr. Venkatesh Ratnasami (DIN: 03433678), Non-Executive nominee Director of the Company
is liable to retire by rotation at the ensuing Annual General Meeting ("AGM")
pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment
and Qualification of Directors) Rules, 2014 and being eligible offers himself for
reappointment.
Appropriate resolution for his re-appointment is being placed for approval of the
Shareholders of the Company at the ensuing AGM. Brief resume and other details of Mr.
Venkatesh Ratnasami seeking re-appointment at the ensuing AGM, as stipulated under
Secretarial Standard-2 issued by the Institute of Company Secretaries of India and
Regulation 36 of the Listing Regulations is detailed in the Notice convening the 19th
AGM of the Company. The Board considered the said re-appointment in the interest of the
Company and hence recommends the same to the Shareholders for approval.
Declaration of Independence from Independent Directors
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the Act
read with the Schedules and Rules issued thereunder as well as under Listing Regulations.
In the opinion of the Board, Independent Directors fulfil the conditions specified in
the Act read with the Schedules and Rules made thereunder as well as in Listing
Regulations and are independent from Management.
KEY MANEGERIAL PERSONNEL
In accordance with the provisions of Sections 2(51) and 203 of the Act read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following were the Key Managerial Personnel of the Company as on March 31, 2023:
| i) Dr. Naresh Trehan |
Chairman & Managing Director |
| ii) Mr. Pankaj Sahni |
Group CEO & Director |
| iii) Mr. Sanjeev Kumar |
Group Chief Financial Officer |
| iv) Mr. Rahul Ranjan |
Company Secretary |
BOARD AND COMMITTEE MEETINGS
The number of meetings of the Board and various Committees of the Board including
composition are set out in the Corporate Governance Report which forms part of this
Report. The intervening gap between the meetings was within the period prescribed under
the provisions of Section 173 of the Act and Listing Regulations.
In accordance with the provisions of Schedule IV to the Act and applicable Regulations,
a separate meeting of the Independent Directors of the Company was held on March 24, 2023
without the attendance of Non-Independent Directors and members of the Management.
ANNUAL EVALUATION OF BOARD`S PERFORMANCE
Pursuant to the provisions of the Act and Listing Regulations, the Board has carried
out annual evaluation of (i) its own performance; (ii) Individual Directors` Performance;
(iii) Chairman of the Board; and (iv) Performance of all Committees of Board for the
Financial Year 2022-23. The evaluation process involved obtaining viewpoints from the
Board Members on the functioning of the Board, Committee or Directors` performance through
the use of Questionnaires which were designed basis guidelines of SEBI issued in this
respect and approved by Nomination and Remuneration Committee, covering various aspects of
the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. The performance evaluation of the Independent Directors was carried out by the
entire Board. The performance evaluation of the Non-Independent Directors and Chairman of
the Board was carried out by the Independent Directors in a separate meeting.
The Directors expressed their satisfaction with the evaluation process.
Further, the evaluation process confirms that the Board and its Committees continue to
operate effectively and the performance of the Directors and the Chair is satisfactory.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Pursuant to Section 134(3)(e) and Section 178(3) of the Act, the Nomination &
Remuneration Committee (NRC) of your Board had fixed the criteria for nominating a person
on the Board which inter alia include desired size and composition of the Board, age
limit, qualification / experience, areas of expertise and independence of individual.
Further, pursuant to provisions of the Act, the NRC of your Board has formulated the
Nomination and Remuneration Policy for the appointment and determination of remuneration
of the Directors, Key Management Personnel, Senior Management and other Employees of your
Company. The NRC has also developed the criteria for determining the qualifications,
positive attributes and independence of Directors and for remuneration to Executive
Directors of the Company. The policy is available on the website of the Company at
https://www.medanta.org/investor-relation/
Your Directors affirm that the remuneration paid to the Directors, Key Management
Personnel, Senior Management and other employees is as per the Nomination and Remuneration
Policy of your Company.
REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are provided in the prescribed format and annexed
herewith as Annexure 2 to this Board's Report.
The Annual Report is being sent to the Shareholders of the Company excluding
information required under Section 197 (12) read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any Shareholder
interested in obtaining a copy of such statement may write to the Company Secretary of the
Company at compliance@medanta.org.
As on March 31, 2023, the total numbers of permanent employees on the rolls of the
Company are as under:
| Sr no Category of Employees |
Total No. of Employees |
| 1. Permanent Employees |
5398 |
| 2. Retainers |
834 |
| Total |
6232 |
RELATED PARTY TRANSACTIONS
In compliance with the requirements of the Act and Listing Regulations, the Company has
formulated a Policy on Related Party Transactions which is available on Company's website
at https://www.medanta.org/ investor-relation/. The Policy intends to ensure that proper
reporting, approval and disclosure processes are in place for all transactions between the
Company and its 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 which are of repetitive nature and / or entered in the Ordinary Course
of Business and are at Arm's Length.
All contracts, arrangements and transactions entered into by the Company with related
parties during FY 2022-23 were in the ordinary course of business and on an arm's
length basis. The Company did not enter into any transaction, contract or arrangement with
related parties that could be considered material in accordance with the Company's policy
on dealing with related party transactions. Further, during the year under review, there
were no materially significant related party transaction(s) entered by the Company which
might have potential conflict with the interest of the Company at large.
Accordingly, the disclosure of Related Party Transactions as required under Section
134(3) (h) of the Act, in Form AOC-2 is not applicable. However, detailed disclosure on
related party transactions as per IND AS-24 containing name of related parties and details
of the transactions entered into with them have been provided under Note No. 37 of the
Standalone Financial Statements of the Company.
AUDITOR AND AUDITOR`S REPORT
Statutory Auditors
The Shareholders in the 18th Annual General Meeting have approved the
re-appointment of M/s. Walker Chandiok & Co. LLP, having Firm Registration No.
001076N/N500013, as Statutory Auditors for the second term of five (5) consecutive years
i.e. from the conclusion of 18th AGM held on September 5, 2022 till the
conclusion 23rd AGM to be held in calendar year 2027.
Further, the Audit Report issued by the Statutory Auditors on the Financials Statements
(Standalone and Consolidated) of the Company for FY 2022-23 is annexed to the Financial
Statements, forming an integral part of this Annual Report. The said Audit Report is self-
explanatory and does not contain any qualification, reservation, adverse remarks or
disclaimers. During the year under review, the Statutory Auditors have not reported any
fraud under Section 143(12) of the Act.
Internal Auditors
The Company had re-appointed M/s Pricewaterhouse coopers, Services LLP as the Internal
Auditors of the Company for three (3) years i.e. FY 2022-23, FY 2023-24 and FY 2024-25.
Internal Audit Reports are discussed with the management and are also reviewed by the
Audit Committee of the Company. During the year under review, the Internal Auditors
carried out their functions as per the scope of work assigned and placed their reports at
the meetings of the Audit Committee and Board, during quarterly intervals.
Secretarial Auditors
In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company had appointed M/s VAPN &
Associates, Company Secretaries as Secretarial Auditors to conduct the Secretarial Audit
of the Company for FY 2022-23.
The Secretarial Audit Report for the Financial Year ended March 31, 2023 is attached
herewith as Annexure 3 and forms an integral part of this Boards Report. The
Secretarial Audit Report is self-explanatory and does not contain any qualification,
reservation or adverse remark.
In compliance with the requirements of Listing Regulations, Secretarial Audit Reports
of Material Wholly Owned Subsidiary Companies viz. GHPPL and MHPL are also attached
herewith as Annexure 3 and forms an integral part of this Board's Report. The Secretarial
Audit Reports of material subsidiaries are also self-explanatory and does not contain any
qualification, reservation or adverse remark.
Cost Auditors
In term of Section 148 of the Act, the Company is required to maintain cost records and
get them audited every year. Accordingly, such accounts and records were made and
maintained for the Financial Year 2022-23.
M/s Ramanath Iyer & Co., (Firm Registration No. 000019), Cost Accountants, were
appointed to carry out Audit of Cost Records of the Company for the FY 2022-23. The Cost
Auditors have issued their unqualified Report for the Financial Year 2022-23, which has
been taken on record by the Audit Committee and the Board of Directors at their respective
meetings.
Further, the Board had approved the re-appointment of M/s Ramanath Iyer & Co.,
(Firm Registration No. 000019), Cost Accountants, as Cost Auditors to carry out Audit of
Cost Records of the Company for the Financial Year 2023-24. Requisite proposal seeking
ratification of remuneration to be paid to the Cost Auditors for the FY 2023-24, by
the Shareholders as per Section 148 of the Act, read with Rule 14 of Companies (Audit and
Auditors) Rules, 2014, forms part of the Notice of ensuing Annual General Meeting.
ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is
placed on the website of the Company at https://www. medanta.org/investor-relation/
RISK MANAGEMENT
The Company has a risk management system aimed at identifying, analyzing, assessing,
mitigating, monitoring risk or potential threat to achievement of its strategic and
business objectives. The Company, through its Risk Management Policy, strives to contain
impact and likelihood of the risks within the risk appetite as agreed from time to time
with the Board of Directors. The Company has a Risk Management Committee to identify
elements of risk in different areas of operations, the details of the Risk Management
Committee are included in the Corporate Governance Report.
WHISTLE BLOWER MECHANISM
Pursuant to Section 177 of the Act and Regulation 22 of the Listing Regulations, the
Company has adopted a Whistle Blower Policy to provide a mechanism to the employees and
Directors to report genuine concerns about any unethical behavior, actual or suspected
fraud or violation of your Company's Code of Conduct to the Chairman of Audit Committee.
During the year under review, no complaint has been received by the Company under vigil
mechanism. The Board of Directors has modified the policy for wide coverage and the said
policy is also placed on the website of the Company at
https://www.medanta.org/investor-relation/
CORPORATE SOCIAL RESPONSIBILITY
The Company recognises its social responsibility as an integral part of its corporate
citizenship. Driven by its value system, your Company commits to support and nurture
community through innovative solutions to satisfy evolving needs of the society. During
the year under review, the Company had conduct its CSR activity both through itself and
its CSR arm-Medanta Foundation Poor And Needy Patient Welfare Trust ("Medanta
Foundation").
In accordance with the provisions of Section 135 of the Act and Rules made thereunder,
your Company has formed a Corporate Social Responsibility (CSR) Committee to monitor CSR
activities of the Company. The details of the Committee and its terms of reference are set
out in the Corporate Governance Report forming part of this Report.
The Board of Directors of the Company has further formulated and adopted a policy on
CSR which can be accessed at https://www.medanta.org/investor-relation/. A Report on CSR
activities as prescribed under the Act and Rules made thereunder is annexed herewith as
Annexure 4 to this Board's Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,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 Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014 is detailed in Annexure 5 to this Board's Report.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013 (POSH)
The Company has in place a policy on prevention of Sexual Harassment of Women at
Workplace. Internal Complaint Committee(s) under POSH have been constituted to handle /
investigate the matters relating to Sexual Harassment at various locations of the Company.
The Company had received 10 (Ten) complaints under POSH & the same had been disposed
as per the terms of the policy of the Company.
INTERNAL FINANCIAL CONTROLS
Your Company has adequate internal financial controls and processes for orderly and
efficient conduct of the business including safeguarding of assets, prevention and
detection of frauds and errors, ensuring accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. The Audit Committee
evaluates the internal financial control system periodically and at the end of each
financial year.
During Financial Year 2022-23, the Internal Financial
controlswereexaminedandevaluatedbyanindependent third party i.e M/s TRC Corporate
Consulting Private Limited and found the same adequate considering the size and scale of
the operations of the Company and no reportable material weakness in the design or
operation was observed. The Directors have in the Directors Responsibility Statement
confirmed the same to this effect. Nonetheless, the Company recognises that any internal
control framework, no matter how well designed, has inherent limitations and accordingly,
regular audit and review processes ensure that such systems are reinforced on an ongoing
basis.
DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY
During the Financial Year under review, there is no application made and/or no
proceeding pending under the Insolvency and Bankruptcy Code, 2016.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
COMPLIANCE OF SECRETARIAL STANDARDS
The Company has duly complied with Secretarial Standards issued by the Institute of
Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General
Meeting (SS-2).
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Act, in relation to the Annual
Financial Statements for the Financial Year 2022-23, your Directors confirm that:
a) The Financial Statements of the Company comprising of the Balance Sheet as at March
31, 2023 and the Statement of Profit & Loss for the year ended on that date, have been
prepared on a going concern basis;
b) In the preparation of these Financial Statements, the applicable accounting
standards had been followed and there are no material departures;
c) Accounting policies selected were applied consistently and the judgments and
estimates related to the financial statements have been made on a prudent and reasonable
basis, so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2023, and of the Profit of the Company on standalone basis for the year ended on
that date;
d) Proper and sufficient care has been taken for maintenance of adequate accounting
records in accordancewiththeprovisionsoftheAct,tosafeguard the assets of the Company and
for preventing and detecting fraud and other irregularities; e) Requisite Internal
financial controls were laid down and that such financial controls are adequate and
operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Board takes this opportunity to place on record its appreciation for the
dedication and commitment of employees shown at all levels which have contributed to the
success of your Company. Your Directors also express their gratitude for the valuable
support and co-operation extended by all stakeholders including Banks, Financial
Institutions, viewers, vendors, service providers and regulatory authorities.
| For and on behalf of the Board |
| Global Health Limited |
| (Formerly known as Global Health Private Limited) |
| Dr. Naresh Trehan |
| Chairman & Managing Director |
| (DIN: 00012148) |
| Place: Gurugram |
| Date: August 10, 2023 |
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