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Directors Report of Indraprastha Medical Corporation Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors take pleasure in presenting the 27th Annual Report of the Company along with the audited accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended

31/03/2015 31/03/2014

Total Income 71,436.50 67,858.98

Profit before tax 4,954.73 5,415.40

Provision for taxation 1,705.61 1,871.81

Net Profit (PAT) 3,249.12 3,543.58

Balance brought forward from 5,669.54 4,356.51

previous year

Amount available for appropriation 8,918.66 7,900.09

Appropriations

Depreciation charge 764.52 -

Net Deferred tax liability reversed 259.86 -

on Depreciation charge

Transferred to General Reserve 300.00 300.00

Dividend (Proposed) 1,650.11 1,650.11

Corporate Dividend Tax 329.93 280.44

Balance carried to Balance Sheet 6,133.96 5,669.54

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 300.00 lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.80 per share (18 percent) for the financial year ended 31st March, 2015 (previous year Rs. 1.80 per share).

RESULTS OF OPERATIONS AND THE STATE OF COMPANY 'S AFFAIRS

Operations

During the financial year under review, the Company registered growth in its working and achieved higher income. The total income of the Company increased 5% from Rs. 67,858.98 lakhs last year to Rs. 71,436.50 lakhs.

The Company's EBIDTA was Rs. 8583.03 lakhs compared to Rs. 9184.83 lakhs in the previous year. The profit after tax (PAT) decreased from Rs. 3,543.58 lakhs to Rs. 3249.12.

The number of admissions of patients increased from 43284 last year to 44376 - a steady growth of 3%. Repeat Outpatients (OP) increased from 264351 to 283964 - a growth of 7%. The Average Length of Stay (ALOS) remained stable at 4.8 days.

The overall bed occupancy of the hospital has been consistent at an average of 82% for the year. The current total bed strength is 716.

The Hospital remained the busiest Transplant Centre in the World and carried out 1077 solid organ transplant surgeries including 761 Kidney and 316 Liver Transplants. The Solid Organ Transplant Program registered a growth of 13%.

Therapeutic and diagnostic modalities in the Digital Subtraction Angiography lab increased from 372 to 435 — a growth of 17%. The Endoscopic Bronchial Ultra Sonography (EBUS) system acquired last year has been found to be very beneficial to the patients, registering a growth of more than 75% compared to last year. A growth of 32% was registered in Bone Marrow Transplantation.

The number of Apollo Health Check increased from 25661 to 28345 — a growth of 10%. Growth in outpatients was registered in many specialties and super-specialties such as 20% growth in Nephrology, 7% in Ophthalmology, ENT including Head and Neck Surgery, Orthopaedics, and Urology (excluding transplant surgery), 24% in Oncology, 21% in Thoracic and Vascular surgery, 18% in Plastic and Cosmetic surgery, 11 % in General Surgery and Internal Medicine, 10% in Gastroenterology and 8% in Obstetrics and Gynaecology.

There was steady growth of Robotic Surgeries during the year. A Robotic Spine Surgery for Collapsed Vertebra on an 11 year old boy was performed in the Hospital, probably one of the first in the world. The Hospital won the BMJ Award 2014 for the Surgical Team of the Year.

A successful shoulder rotator cuff reconstruction on a 93 year old lady was done. A 45 year old American man, who required a second liver transplant, but surgery for which was found to be too complex at renowned hospitals in USA and Singapore, underwent a successful liver transplant at the hospital. All such extraordinary cases highlight the highest level of quality and expertise in the Hospital, putting it on par with the best in the world.

The hospital registered itself with the National Organ and Tissue Transplant Organization (NOTTO), the apex body for nation-wide activities of coordination and networking for procurement and distribution of Organs and Tissues including maintenance of a registry of Organs and Tissues, Donation and Transplantation in the country.

The number of consultants in the hospital increased to 395 as 43 new consultants joined the hospital this year. On an average more than 76 man hours of training was undertaken per employee over the year to maintain the high standard of services and to adopt new clinical modalities.

Project Priceless, an Apollo wide initiative supported by inputs from Bain & Company, to improve overall patient experience and improve patient and physician advocacy for the Hospital, commenced in June, 2014. After in- depth market surveys of patients, community and referring doctors, a number of initiatives have been undertaken. Results have been very encouraging, and implementation will be continued for maximum positive impact.

Apollo Hospitals Noida continued its strong performance across all operational parameters and remained one of the leading destinations for Mother and Child Care, Dialysis and Preventive Master Health Checks. Growth was evident with increase in the number of deliveries by 10%, Dialysis by 4%, Master health Check by 32%, Non Invasive Cardiology by 35%, and Radiological investigations by 25%. The hospital has established an in-house authorization committee for approval of organ transplant in the Hospital. More than 40 cases of renal transplant have been done successfully in the hospital. Fetal medicine department and Eye Care centre have been setup and they have received overwhelming response from the patients, enhancing patients satisfaction. All lab tests including microbiology, histopathology, cytology are now being done at Apollo Hospitals Noida. The Hospital got re-accreditated by NABH.

The Hospital has been providing free treatment (excluding medicines and consumables) to the patients referred by the Government of NCT of Delhi since June, 1998. A Nodal medical officer deputed by the Directorate of Health Services is present in the hospital to support, guide and monitor the treatment of patients referred by the Government. During the year, a total of 10,121 patients (8,217 Out Patients and 1,904 In Patients) were treated under the free category. On an average 75 to 80 in-patients per day are treated in the Hospital under the free category.

Excellence in Operations

The hospital remained committed to providing world- class quality care and services and there was renewed focus on improving operational efficiencies across functions, improving patient services and enhancing safety for patients and staff. The hospital introduced electronic Voice of Customer feedback system, which focuses on improving services by acting on suggestions and concerns on a real-time basis. The new system enables better monitoring of feedback, detailed ward and service wise reporting and mechanics to ensure vertical and horizontal reporting of concerns across services. It has yielded encouraging results and department heads and service staff are now more attuned to patients' needs and concerns.

The hospital introduced anti-microbial blinds and new cleaning techniques to ensure a more hygienic environment for our patients. Renovation activities, which include the Orange Lounge, an exclusive all-services lounge for patients waiting to seek admission at the hospital, more comfortable and contemporary rooms for patients, and improved green cover by means of a terrace garden, were well received by patients and visitors alike.

The hospital has also improved efficiencies through the introduction of new technologies across services. The F&B department installed new equipment like the Combi- Oven, which has helped enhance manpower utilization, reduced consumption of oil and preparation time for a variety of dishes. The kitchen was also renovated to improve process flows and help in improving services.

Safety and security of the facility formed a key part of the overall strategy for the hospital. The hospital invested in a new X-Ray Baggage Scanner for screening of in-bound material, new Hand-Held Metal Detectors and new-age wireless communication systems. The hospital enhanced the CCTV coverage in the hospital and migrated to a digital monitoring system to improve security. The fire safety cell installed an air-pressurization system to ensure safety of evacuations and introduced the evac-chair for mobilization of patients in case of a fire.

Clinical Excellence

Based on observation and process analysis, an Automated Online Incident Reporting module was designed and implemented to follow consistent procedures for incident capture, tracking, task-management and status reporting. Built on a centralized platform, the incident management solution helped in consolidating all incidents into a single point of reference. This module enables savings with respect to time consumption and manpower, thereby increasing efficiency and accuracy in comparison to the manual recording and reporting used earlier.

Infection Control and Environment

The Hospital Infection Control Program consistently maintained leadership across the region; and maintained benchmark standards for Hospital Acquired Infection indices at levels comparable to world's best healthcare institutions.

hdraprastha Apollo Hospitals, Delhi was the Secretariat for the 15th Congress of the International Federation of Infection Control (IFIC) in conjunction with the XIII HISICON, the National Conference of Hospital Infection Society India, and continues to be the Secretariat for the Hospital Infection Society, India. The theme of the Conference was 'Expanding Horizons in Infection Prevention and Control- A tertiary to primary healthcare approach'.

The Hospital hosted the Workshop on Ebola Preparedness under the aegis of lAMM-Delhi and NCR Chapter. A pilot study undertaken on disposable bed- pans with macerators showed encouraging results. Campaigns such as Keep it dry, Hand Hygiene, Rigour and Vigour, and Clean Greens were carried out for enhancing awareness and further enhancement of Infection Prevention and Control.

Major Events & Developments

A commemorative stamp marking the momentous 15th anniversary of India's first successful liver transplant performed in the hospital in 1999, was released by Shri Ravi Shankar Prasad, Honourable Minister of Communications and Information Technology, and Minister of Law and Justice, Government of India. The stamp recognizes Apollo Hospitals' leadership in the area of organ transplantation and its contribution to the solid organ transplant program in the country.

New Services

Physiotherapy Home Services have been designed and are being provided to patients on a daily basis or as 10 / 15 day packages.

Plastic and Cosmetic Surgery: New Anti-aging procedures have been introduced such as Mid-face volumization; Skin lifting and tightening "Ulthera procedure" for face, upper neck, lower neck and arms; and Cool Sculpting for non-invasive localized fat reduction for body contouring.

In addition, a multitude of new investigation services have been started including Chromosomal Genetic Study Contrast Enhanced Ultrasonography, etc. Various new Diagnostic or Surgical processes have also been added in different specialties such as Clot Evacuation in Urology Tracheal or Bronchial Stent placement in Respiratory medicine, FET PET MRI for better imaging of brain tumours, Molecular Imaging, Nuclear Medicine, etc.

A large number of equipment was either replaced or upgraded over the past year in most of the specialties at the main hospital and in Noida.

Awards and Accolades

The Hospital received awards at both the international and national levels. It received the highly commended Award for Best Quality Initiative at the IMTJ Medical Travel Awards 2015. A few noteworthy ones included: the HMA Awards in the category of Bio Medical Equipment/Facilities Improvement; the Human Resource Development Category, the CI MS Award for the Best Multispecialty Hospital, the FICCI Award for Excellence in Adoption of Quality and Information Standards, and the 5th MT India Healthcare Award for the Best Technology Initiative Hospital of the Year.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(A) Conservation of Energy

Energy and Natural resource Conservation

The organization maintained its focus on conservation of natural resources and added new initiatives to the existing ones. Water After successful commissioning of ultrafiltration plant in the previous year, utilization of recycled water has been extended to cooling towers and horticulture. This has yielded significant reduction in fresh water requirement.

The Company has also taken initiatives to reduce water consumption at dispensing points by installing water saving aerators in water dispensing taps. Cumulative efforts put together have resulted in reduction of fresh water requirement by over 20 percent.

Electricity

On the Electricity front, continuous upgrade to LED from conventional lighting fixtures, installation of energy efficient (screw technology) air compressors and vacuum pumps have yielded a reduction of over 3 percent in annual electricity consumption over the previous year.

Natural Gas

Efficient adjustment in firing pattern of natural gas burners and flame optimization has resulted in more than 3 percent reduction in natural gas requirement over the previous year.

Installation of automatic chemical dozing system

The quality of water feeding into chiller machines not only affects chiller efficiency but also the life of the machines. There was a severe problem in the past with water quality (High total dissolved solids, high conductivity and high carbonates) leading to scaling in the cooling tubes which resulted in reduced cooling efficiency and frequent breakdown of equipment.

The Company has added state-of-the-art automated chemical dozing and monitoring system for the cooling tower and chilled water system. This initiative has resulted in improved cooling efficiency and increased the reliability of HVAC equipment.

(B) Technology Absorption

The Hospital continued with its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are here:

Neuro Navigation system

Using this technology during procedures like tumour resections, surgeons can navigate more precisely perform less-invasive procedures, and help improve clinical outcomes.

Rotabalator

This is a procedure which attempts to "bore out" a narrowing in a coronary artery which might not otherwise respond to stenting.

FFR (Fractional Flow Reserver)

Fractional Flow Reserve (FFR) is a technique used in coronary catheterization to measure pressure differences across a coronary artery stenosis (narrowing, usually due to atherosclerosis) to determine the likelihood that the stenosis impedes oxygen delivery to the heart muscle.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:- Earnings : Rs. 9,700.77 lakhs Outgo : Rs. 1,203.15 lakhs

BOARD MEETINGS

Four (4) Board meetings were held during the financial year ended 31st March, 2015. The dates of the meetings are as follows: 23rd May, 2014, 25th July, 2014, 7th November, 2014 and 29th January, 2015.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. S. K. Srivastava, Dr. M. M. Kutty and Mr. S. C. L. Das resigned as Directors of the Company consequent on their transfer from office, they being ex-officio Directors nominated by the Govt. of NCT of Delhi.

Lt. Gen. (R) Vijay Lall resigned from the post of Director of the Company w.e.f. 21st August, 2014.

Mr. D. M. Spolia (Chief Secretary, Govt. of NCT of Delhi) was appointed by the Board as Additional Director and Chairman of the Board of Directors of the Company. Mr. D. M. Spolia resigned as Additional Director and Chairman of the Board of Directors of the Company, consequent upon his superannuation from the services of Govt. of NCT of Delhi.

Prof. Ranjit Roy Chaudhury resigned from the post of Director of the Company w.e.f. 11th September, 2014, consequent upon his appointment as Adviser to the Minister of Health and Family Welfare, Govt. of India. Subsequently, the portfolio of the Minister was changed and Prof. Ranjit Roy Chaudhury was again available for appointment as a director on the Board of Directors of the Company and has been appointed by the Board as an Additional Director and Independent Director on the Board of Directors of the Company with effect from 29th January, 2015.

Ms. Vineeta Rai has been appointed by the Board as Additional Director.

Mr. S. N. Sahai (Principal Secretary - Finance, Govt. of Delhi) has been appointed by the Board as Additional Director in place of Dr. M. M. Kutty.

Dr. Arun Rai has been appointed by the Board as

Additional Director and Independent Director on the Board of Directors of the Company.

Ms. Vineeta Rai, Prof. Ranjit Roy Chaudhury, Mr. S. N. Sahai and Dr. Arun Rai hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notice has been received from members pursuant to Section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of Ms. Vineeta Rai and Mr. S. N. Sahai as Directors of the Company, liable to retire by rotation. Notices have also been received from members pursuant to Section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of Prof. Ranjit Roy Chaudhury as an Independent Director of the Company to hold office for two consecutive years from 29th Januray, 2015 to 28th January, 2017, and the appointment of Dr. Arun Rai as an Independent Director of the Company to hold office for five consecutive years from 26th May, 2015 to 25th May, 2020, not liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Renu S. Karnad and Ms. Suneeta Reddy, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. Ms. Renu S. Karnad and Ms. Suneeta Reddy, being eligible, have offered themselves for re-election.

In pursuance to the requirement of Section 203 of the Companies Act, 2013, the Board of Directors of the Company have appointed Mr. Jaideep Gupta - Managing Director, Mr. Ajay Kumar Singhal - Vice President cum Company Secretary and Mr. P. Shivakumar – Chief Financial and Operating Officer, as Key Managerial Personnel of the Company.

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013.

COMPOSITION OF AUDIT COMMITTEE

The composition of the Audit Committee is given in the Corporate Governance Report.

All the recommendations of the Audit Committee have been accepted by the Board of Directors of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected, fraud or violation of the company's code of conduct or ethics policy or any other grievances, the details of which are given in the Corporate Governance Report. The Whistle Blower Policy may be accessed on the Company's website at the link http://www.apollohospdelhi.com/downloads/ Whistle%20Blower%20Policy.pdf.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state:

- that in the preparation of the annual accounts, the applicable accounting standards have been followed;

- that appropriate accounting policies have been selected and applied consistently and have 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 as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015;

- that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- that the annual accounts have been prepared on an on-going concern basis;

- that the internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and were operating effectively; and

- that proper systems had been devised to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no subsidiaries or associate companies. The Company also does not have any joint venture.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure-1 to this Report.

AUDITORS AND AUDITORS' REPORT

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S.C. Vasudeva & Co., Chartered Accountants, that their re-appointment, if made, would be with in the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors' Report are self -explanatory and do not call for any further comment. The Auditors' Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDITOR

The Board has appointed M/s RSM & CO., practicing Company Secretaries, to conduct Secretarial Audit

for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015, is annexed herewith marked as Annexure-2, to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except that half of the Board should comprise of Independent Directors. The Company is in search of suitable candidate for the appointment as Independent Director on the Board.

COST AUDITOR

The Board has appointed M/s Devarajan Swaminathan and Co., Cost Accountants, as the Cost Auditors to conduct the audit of the cost records of the Company for the financial year ended 31st March, 2015. The Cost Auditor has given the Cost Audit Report for the financial year ended 31st March 2015, and the Cost Audit Report does not contain any qualification, reservation or adverse remark.

DEPOSITS

During the year under review, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

INTERNAL CONTROL SYSTEMS

The Company has established a wide-ranging system of Internal Controls to ensure that all assets are safeguarded and protected against losses that may arise from unauthorized use or disposition, incorrect use and nappropriate storage.

Further, it strives to ensure that all transactions are evaluated, authorized, recorded and reported accurately. Your Company also has a review mechanism whereby the management regularly reviews actual performance in comparison to plans and estimates drawn by budgets and forecasts.

The system is designed to adequately ensure that financial and other records maintained are accurate and are reliable for preparing financial information and other data. The internal control procedures are augmented by an extensive programme of internal, external audits and periodic review by the management.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GRVEN AND SECURITIES PROVIDED

During the year under review, the Company has not given any loan or has made investment or has given guarantees under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT

The Company has constituted a Risk Management Committee comprising of executives headed by the Managing Director.

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage.

CORPORATE SOCIAL RESPONSIBILITY — A HEALTHY START

MCL's Corporate Social Responsibility project 2014-15 — A Healthy Start — aims to reach out to school children from socio-economically under-privileged families, addressing their drinking water, sanitation and hygiene needs. The project has set out to address this critical need in the Municipal Corporation of Delhi (MCD) schools in Badarpur, an area proximate to the hospital.

MCD schools have poor drinking water and sanitation facilities. Water borne diseases are common - leading to malnutrition and poor physical and mental development. The Healthy Start project will improve sanitation and access to clean drinking water and promote awareness about hygiene amongst children and their mothers. This will help ensure healthy growth and development for the little children.

To this end, we are working with two MCD schools located in Badarpur area, an urban village, proximate to Indraprastha Apollo Hospitals. The total number of students in both schools is 3362, of which 1940 are girls. The project activities are as follows: Installation of 2 water RO systems to enable clean and chilled water supply for drinking, up-gradation of 20 separate toilets for girls and boys, additional monetary bonus to the MCD cleaning staff for the upkeep and cleanliness of the toilets, Health Talks and check-up camps, Regular nteractions between the students, teachers and doctors on general hygiene, healthcare and preventive medicine, and the provision of hand washing facility for maintaining proper hand hygiene.

A total of 149 Specialty Health screening camps were organized across the city and NCR where more than 20,000 patients were examined by specialist doctors and various investigations tests were conducted under the Community Outreach initiative, ACOP (Apollo Community Outreach Program). Similarly 23 health camps were conducted in Noida where 3000 patients were screened.

Medical support and /or Sponsorship was provided in 12 sports events organized in different parts of Delhi including Talkatora Stadium.

Disaster Relief

In response to the devastating floods in Jammu & Kashmir, the Hospital sent a 12 member relief team of doctors, nurses and support staff to Srinagar on 18th September.

Medical care was provided for two weeks and essential drugs were made available to more than 5000 flood victims within and outside the state capital. The relief activities were organized in collaboration with the State Health Department and CRPF.

Barely a fortnight after our first directly operated Information Center in Kathmandu was inaugurated, a devastating earthquake hit Nepal leading to huge loss of life and property. Within a few days a team of doctors along with medical and paramedical staff flew to Kathmandu taking with them a consignment of about 800 kilograms of relief material including implants, medicines, etc.. The team rendered medical aid and performed a large number of surgeries including spinal fixations, in coordination with Om Hospital, our long standing local partner for a patient base ranging from 6 to 96 years of age. Our support was much appreciated by the local authorities and public.

The Board has approved the Corporate Social Responsibility (CSR) Policy, which the CSR Committee had formulated and submitted to them together with a list of proposed activities that the Company will undertake. The CSR Policy may be accessed on the Company's website at the link http://www.apollohospdelhi.com/ downloads/corporate-social-responsibilitv-policv.pdf

Under the CSR Policy, the Company will focus primarily on the following programmes:

A. Community Development

B. Healthcare

C. Education and Skills Development

D. Promote Research in Healthcare

In pursuance of the provisions of Section 135 of the Companies Act, 2013, the Company was required to spend 2% of the average net profits of the company during the three immediately preceding financial years, amounting to Rs. 93.10 lacs. The total spending during the year 2014-15 on CSR projects was Rs. 11.69 lacs. This being the first year after the new CSR provisions were notified, certain preparatory work had to be done before starting the CSR projects, hence the CSR obligation amount could not be spent.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at http://www.apollohospdelhi.com/downloads/materialitv- of-related-partv-transactions.pdf

FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company approved the Evaluation Criteria for Appointment/Re-appointment of Independent Directors along with Evaluation Criteria for Performance Evaluation of Independent Directors/Directors/Chairperson and Performance Evaluation of the Board of Directors by each director, which was adopted by the Board of Directors.

The Evaluation Criteria for Appointment/Re-appointment of Independent Directors along with Evaluation Criteria for Performance Evaluation of Independent Directors/ Directors/Chairperson and Performance Evaluation of the Board of Directors by each director, as laid down by the Nomination and Remuneration Committee, is annexed herewith marked as Annexure-3 to this Report.

During the year, the first Evaluation cycle was completed by the Company internally which included the Evaluation of the Independent Directors by the Board of Directors and Evaluation of Non-independent Directors and the Board as a whole, by Independent Directors of the Company.

FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

The Board Members of the Company are eminent personalities having wide experience in the field of business, finance, education, industry, commerce and administration. Their presence on the Board has been advantageous and fruitful in taking business decisions.

The Board Members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize themselves with the Company's procedures and practices.

During the year under review, a familiarization programme for Independent Directors was conducted. The Independent Directors were apprised on relevant changes in the Company Law and Listing Agreement and were updated regarding their roles, rights, responsibilities in the Company nature of the industry in which the Company operates, business model of the Company, etc. The familiarization programme for Independent Directors may be accessed on the Company's website at http://www.apollohospdelhi. com/downloads/Familiarization%20Programme.pdf

REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, approved a policy for selection and appointment of Directors and Senior Management and for determining their remuneration. The Remuneration Policy is annexed herewith marked as Annexure-4, to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is provided in the Annual Report.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report.

Having regard to the provisions of Section 136(1) read with its relevant proviso of the Companies Act, 2013, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(II)(E)(2) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2015, is also attached with this report.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the consultant doctors and employees at all levels.

For and on behalf of the Board

Dr. Prathap C Reddy

(DIN: 00003654)

Vice Chairman

Jaideep Gupta Place: New Delhi (DIN : 02647974)

Date : 7th August, 2015 Managing Director


Mar 31, 2014

Dear Shareholders,

The Directors take pleasure in presenting the 26th Annual Report of the Company along with the audited accounts of the year, ended on the 31st March 2014.

FINANCIAL RESULTS

(Rs. In Lakhs)

Particulars Year Ended Year Ended 31/03/2014 31/03/2013

Total Income 67,858.98 60,815.18

Profit before tax 5,415.40 4,548.11

Provision for taxation 1,871.82 1,671.62

Net Profit (PAT) 3,543.58 2,876.49

Balance brought forward from previous year 4,356.51 5,684.73

Amount available for appropriation 7,900.09 8,561.22

Appropriations Transferred to General

Reserve 300.00 2,500.00

Dividend (Proposed) 1,650.11 1,466.77

Corporate Dividend Tax 280.44 237.95

Balance carried to Balance Sheet 5,669.54 4,356.50

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 300.00 lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.80 per share (18 percent) for the financial year ended 31st March, 2014 (previous year Rs. 1.60 per share - 16 percent).

OPERATIONS

During the financial year under review, the Company has registered all round growth in its working and achieved higher income and profit. The total income of the Company increased to Rs. 67,858.98 lakhs from Rs. 60,815.18 lakhs last year - an increase of 12%.

The Company''s EBIDTA increased by 15% from Rs. 7,999.06 lakhs to Rs. 9184.83 lakhs, whereas the profit after tax (PAT) increased to Rs. 3,543.58 lakhs from Rs. 2,876.49 lakhs.

The Hospital continued to attract large number of domestic as well as international patients.

The average bed occupancy in the hospitals increased from 575 to 576.

As reported in the previous Director''s Report, the hospital commissioned 127 beds in 2012-2013 taking the total bed strength to 710. This capacity was created keeping in mind the projected increase in demand for the hospital''s tertiary care services. The occupancy of these new beds and overall of the hospital has been healthy at an average of 87% for the year.

There was a steady increase in admissions of patients from 42099 to 43284 patient - a growth of 3 percent, repeat Outpatients(OP) increased from 242788 to 264351 - a growth of 9 per cent. The critical Average Length of Stay (ALDS) performance index reduced to 4.8 days from 4.9 days, Therapeutic and diagnostic modalities increased from 320 to 372 - a growth of 16 per cent, dialysis increased from 34626 to 37094 (a growth of 7 per cent) and the number of laboratories tests increased from 2.30 million to 2.59 million tests - a growth of 13 percent over the previous year.

The Solid Organ Transplant program of the Hospital continued to register outstanding growth with over 954 solid organ transplants (285 Liver Transplants and 669 Kidney Transplants) in a single year with success rates of over 90%, Indraprastha Apollo Hospitals remained the busiest Transplant Centre in the world. Apart from this, the hospital''s Liver Transplant Team successfully performed 350 liver transplants on Pakistani patients, which was covered extensively by the media across borders. Further, the team completed 300 Living Donor Liver Transplants in the calendar year 2013, a first for the country.

A 90 year old woman suffering from stroke was successfully treated with thrombolysis in the hospital, hence proving that there is no age barrier to thrombolysis in stroke patient. The patient recuperated with minimal neurological loss post the treatment.

The Apollo Institute of Robotic Surgery, which was instituted last year, performed 173 surgeries during the year. Further, the Institute now uses the modality for varied clinical divisions like Urology, Gynaecology, General Surgery, Bariatric surgery and Thoracic surgery.

More than 29 senior consultants joined the hospital this year taking the total number of full- time consultants associated with the hospital to more than 350. Further to maintain the high level of services and adopting new clinical modalities, on an average of more than 66 man hours of training was undertaken per employee over the whole year.

Apollo Hospitals, Noida performed well across all the operational parameters and continued to be one of the leading destinations for Mother and Child Care and dialysis. During the year, the number of deliveries of babies in the hospitals increased from 653 to 766 and number of dialysis increased from 7108 to 7814.

After significant preparations and enhancement of key services, Apollo Hospitals, Noida received the approval from the Government of Uttar Pradesh to conduct Renal Transplants and commenced Renal Transplant services in September, 2013. A total of 18 transplants were conducted in the Noida hospital during the year.

However, Apollo Hospitals, Noida incurred a loss of Rs. 166 lakhs against profit of Rs. 78 lakhs in the previous year.

Since June1998, the hospital has been providing free treatment (excluding medicines and medical consumables) to patients referred by the Government of NCT of Delhi. A full time medical officer, deputed by the Directorate of Health Services (DHS), Government of Delhi, is available in the hospital premises on all working days to meet patients referred by the Government of NCT of Delhi, scrutinize the necessary documents as per criteria laid down for the purpose, and guide them appropriately to various specialties for out- patient consultation or in-patient treatment as required. The medical officer also daily liaises with the Hospital Nodal Officer and provides details of all free admissions to the DHS. During this financial year, 12,892 patients (2,092 IP and 10,800 OP) referred by the Delhi Government were provided super-specialty care under this arrangement.

Major Events & Developments

The Hospital was the medical partner of Jaypee Sports International (JPSI), organizers of the 2013 F1 Indian Grand Prix, which was held at Budh International Circuit in Greater Noida. The selection of the hospital was in keeping with our established capabilities in Critical Care & Emergency Medicine. The three day event was supported by a team consisting of 73 members from the hospital headed by the Head of Department of Emergency who was also the Chief Medical Officer for the event, the first Indian to do so.

The hospital was blessed with the visit of His Holiness the Dalai Lama who spoke on a wide

range of subjects from humanity, selflessness, happiness, ethical and moral standards for oneself to the need to find peace. He asked patients to have courage and hope as they charter a new life post their transplants. His Holiness'' visit was marked by overwhelming presence of the hospital staff, doctors, industry leaders and patients alike.

The hospital participated in the first of its kind global conference christened the "Future of Healthcare: A Collective Vision" organised by the Healthcare Alliance in Delhi. The conference was a huge success and brought together a consortium of healthcare players, industry associations (ASSOCHAM, FICCI, CII, NATHEALTH), consultants who served as Knowledge Partners (McKinsey, Bain, PwC, KPMG), and also Government participation through representation of the Ministry of Health and Family Welfare. The conference concluded with a presentation of 4 white papers to the Hon''ble President of India at Rashtrapati Bhawan in presence of then Health Minister, Shri Ghulam Nabi Azad.

A high level delegation headed by the Vietnamese Health Minister, Nguyen Kim Tien visited the Hospital. Discussions on healthcare financing, doctor and nurse exchange programmes, investment opportunity in hospital construction in Vietnam and various means of collaboration were held with the hospital leadership.

Dr. Prathap C. Reddy''s biography "The Healer" was launched on 30th January, 2014, with a glittering function at the Oberoi Hotel. The event was hugely covered by all portals of media - print, electronic and online.

New Services

The Apollo Obesity and Metabolic Surgery (Bariatric surgery) Centre was commissioned. The centre is aimed at holistic healthcare solutions for patients dealing with obesity & metabolic syndromes. Senior consultant, Dr. Kamal Mahawar, who was previously working at prestigious Sunderland Royal Hospital, United Kingdom has joined the centre. Dr. Mahawar brings with him an experience of performing over 1200 bariatric surgeries. Typical surgeries that would be performed at the centre include Sleeve Gastrectomy, Gastric Bypass, and Gastric ballooning.

The Medical escort service for air evacuation was re-started by the hospital. The service had been discontinued after the tragic air accident in 2011. The restarted service picked up pace over the year with an average of 10 air calls a month.

The Pain Clinic was started in January 2014 offering integrated and comprehensive Pain Management for all kinds of pain. The clinic also offers advance Pain Management techniques and procedures like Spinal Cord Stimulator Implantation, Sacral & Peripheral Nerve Stimulation, Intrathecal Drug Pump Implantation, Radiofrequency Denervation and Neurotomy.

Given the rising burden of Non-Communicable Diseases and Diabetes, the Sugar Clinic was also started this year to help patients in better management of Diabetes and prevention of associated complications. The Clinic consists of a multi-disciplinary team comprising of doctors and allied specialists like podiatrists, dieticians, nurses etc. which provides comprehensive care to the patients.

The hospital also expanded its Emergency department with 10 additional beds being added along with a complete renovation. The total strength of the unit stands at 20 beds. Also, the Urology, Nephrology and Dermatology OP areas underwent renovation over the last year.

A large number of equipments were replaced or upgraded over the past year in various specialities including Oncology, Fetal Medicine, Cosmetics, Cardiology and Microbiology along with OT and other equipment at the main hospital and in Noida.

Clinical Excellence

The hospital achieved yet another milestone by becoming the first hospital in the country to be accredited by the Joint Commission International (JCI) for a record 4th time. The hospital was the first in India to be accredited by JCI in 2005 and received subsequent reaccreditations in 2008 and 2011. This year''s survey witnessed the hospital being evaluated on the 5th edition of JCI standards which had new stringent standards pertaining to Transplants, Governance, Leadership and Direction (GLD), amongst others. The five-day survey culminated in the Surveyor''s Report that noted that the hospital achieved a compliance score of greater than 9.9 on a scale of 10. Out of the total 1160 measurable elements of the latest standards surveyed, there was not even a single measurable element which was considered as ''Not Met''.

There were no findings in chapters on Governance Leadership, Access to Care, Quality Improvement and few others. The four surveyors applauded the patient-centric approach of the hospital and the results that the hospital is producing.

Apollo Hospitals, Noida was re-awarded Accreditation from National Accreditation Board for Hospitals and Healthcare Providers (NABH) valid for a period of three years.

COMMUNITY OUTREACH PROGRAMS and CORPORATE SOCIAL RESPONSIBILITY (CSR)

The novel concept of National level CME programs was initiated, in order to showcase the organization''s clinical acuity and expertise through its faculty across all key specialities. A total of 7 National CME programs were conducted throughout the year in Neurosciences, Oncology, Emergency Medicine, Orthopaedics, Cardiac Sciences, Nephrology with Renal Transplantation and Gastroenterology including Hepatology with Liver Transplantation. A total of 1655 physicians and specialists from across the country attended these programs and benefitted from them.

A national seminar to promote voluntary blood donation was organized to commemorate World Blood Donor Day 2013. The theme of the seminar was ''Every blood donation is a gift of life''. The seminar was organised in association with State Blood Transfusion Council of NCT Delhi and an NGO, Blood for All (B4A).

Gift a Life continued its campaign for creating awareness on Organ Donation through a nation- wide media campaign in partnership with The Times of India and the Times Foundation. Awareness talks were also organised in partnership with the Delhi Metro Rail Corporation, Barclay''s Bank, Snapdeal.com, Petrotech 2014, Tata Consultancy Services and the Central Reserve Police Force based in New Delhi.

The hospital in association with Cankids, a national society for children with Cancer and their families convened the 6th National Childhood Cancer Scholarship Programme in New Delhi. The event was organized to honour the little brave cancer survivors for their academic feats in an effort to further motivate them and their families thereby showing hope to all other children afflicted by this dreaded disease.

On the occasion of World Health Day, Health Awareness, talks were held at MCD schools in the Meethapur area of south Delhi. The theme by the World Health Organisation for this year was on communicable and vector borne diseases, which was our theme as well. More than 300 students were educated about ways of preventing Vector and Water borne diseases and the importance of proper nutrition.

A day-long outing for Diabetic children and their families was organized at Red Fort to observe World Diabetes Day.

The World Neighbourhood Day was celebrated. On the occasion a cultural program, ''Cultura - Celebrating Commitments'' was organised with the Resident Welfare Associations and housing societies as well as neighbourhood residents of Sarita Vihar, Jasola Vihar, New Friends Colony, Sukhdev Vihar and Kalkaji. More than 300 residents enjoyed the evening. Aged 8 yrs to 80 yrs, residents actively participated and the audience thoroughly enjoyed this memorable evening.

The free clinic at Jasola village continued this year. Apart from free consultations, patients also received free medicines and medical consumables. Clinics were held thrice a week, in addition to which monthly medical camps were also organized. More than 3300 patients benefited from the clinic this year.

Under the Chacha Nehru Sehat Yojana which was launched by the Govt. of NCT of Delhi in 2011, health screening along with immunization of students between 10 to 16 years of age was conducted and medicines like iron, calcium and vitamin supplements, antibiotics and anti- histaminics etc. were dispensed. More than 14500 needy students were examined and treated under this scheme by clinical teams of the hospital.

More than 135 Speciality Health screening camps were organized across the city and NCR where nearly 15000 patients were examined by specialist doctors and various investigations like ECG, Echo, Blood Sugar, Serum PSA and other relevant lab tests were conducted under our Community Outreach initiative, ACOP (Apollo Community Outreach Program). Similar 23 health camps were conducted in Noida where more than 3500 patients were screened.

The Company organized a special event for children and teachers from The Lepra India Trust. The Programme commenced with snacks and drinks for the children followed by a film screening, magic show and musical programme. A total of 65 children and 8 teachers attended the event and were given presents to celebrate the New Year.

The hospital distributed blankets to the homeless and under privileged at Nizamuddin, Jama Masjid and Yamuna Pushta areas in collaboration with the Aman Biradari Trust.

The Hospital organized a Seminar on "Improving Pre-Hospital Care'''' in the Golden Hour along with the Indian Head Injury Foundation.

Uttarakhand Relief Effort

On 16th June 2013 the flash floods and landslides in Uttarakhand devastated towns and villages, destroying roads, bridges and communications links, and severely damaging the Kedarnath shrine. For the Uttarakhand Disaster Relief, the Company contributed an amount of Rs. 5 lakhs to the Chief Minister Relief Fund. Further, relief material in the form of blankets, clothes, umbrellas and other essential items were collected from the staff of the hospital and sent across of use of the people in need. A relief team comprising of doctors and nurses was also sent to Rishikesh to help those requiring medical attention.

INFECTION CONTROL AND ENVIRONMENT

The Hospital Infection Control Program has persisted in maintaining the leadership across the region and maintained benchmark standards for Hospital Acquired Infection indicesat comparable levels to the best healthcare institutions in the world. Employee safety and infection prevention was also a focus area and continuous efforts were laid on prevention of exposure inoculation injuries and availing timely pre- and post-exposure prophylaxis. Specific employees especially those handling food and working in high-risk areas were examined and vaccinated against preventable infections including Hepatitis B and Chicken Pox. Training as well as facility rounds were reinforced for ensuring Hand Hygiene was a ''Top of Mind'' issue for all concerned in the hospital.

The Hospital successfully celebrated the annual event of World Hand Hygiene Day highlighting its importance for minimising infections.

Awards and Accolades

The Hospital received a number of accolades in the coveted Week-Neilsen Survey this year - including for the sixth consecutive year for being the Best Private Super-Speciality Hospital in Delhi. The Hospital also secured the 7th position on the top 15 Super-speciality hospitals of the country. Other mentions include - 6th Best Paediatrics Hospital of the Country; 9th Best Cardiology Hospital of the Country; 10th Best Neurology Hospital of the Country; 12th Best Diabetes Care Hospital of the Country and 15th Best Oncology Hospital of the Country.

Dr. Prathap C. Reddy - Founder Apollo Hospitals Group, was honoured with a Lifetime Achievement Award at the Asian Business Leadership Forum (ABLF 2013) Awards in Dubai. Dr. Reddy was also honoured with Lifetime Achievement Award by NDTV. The event was held at the Taj Palace, New Delhi and covered extensively on the NDTV network.

The Hospital Management Asia (HMA) recognizes and honours hospitals in Asia that carry out best practices in hospital management and in its tenth year, which is a coveted award in the Asia Pacific region for the industry. This year, in a unique achievement, your hospital won the Excellence Award for ''Pressure Ulcers-Zero Tolerance'' in the Clinical Category.

The hospital won the Award for Operational Excellence in the Private-Multispecialty Hospital category of FICCI Healthcare Excellence Awards, 2013.

The hospital also won the Best Poster Presentation Award for "Minimizing Medication Errors - Patient Safety Our Responsibility" in the FICCI HEAL 2013 Awards.

TECHNOLOGY ABSORPTION

During the year, the Hospital continued with its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are:

EBUS or Endo-bronchial Ultrasound service was introduced which uses ultrasound along with a bronchoscope to visualize airway walls and structures adjacent to it. EBUS guided diagnostics are gaining popularity and it may replace more invasive methods for staging lung cancer or for evaluating mediastinal lymphadenopathy and lesions in the future.

Ultherapy, a non-surgical treatment that uses ultrasound to actually lift loose or sagging skin on the neck, under the chin and above the eyebrow without any downtime was introduced at the Apollo Cosmetic Clinic. The procedure is the only non-invasive therapy to have been cleared by the FDA after demonstrating safety in clinical studies.

The G-Scan Standing MR was introduced in the hospital. The open and tilting design offers greater patient comfort and features the latest sequences and imaging performance developed by Esaote.

ENERGY CONSERVATION

The Company on a continuous basis undertakes programmes for conserving energy. Some of them are as under :-

Ultrafiltration Plant in STP

During this phase of rapid industrialization and ever depleting water resource, there is a need to seriously reduce/ rationalize our water consumption and recycle as much as possible. The shortage and availability of water becomes big problem during peak summer time.

Our annual water consumption is close to 900 cubic meter per day and this made available by supply from Delhi Jal Board, Bore wells and tankers. In our internal meetings and reviews it was decided to start saving water at dispensing, start recycling of water and bring down fresh water requirement by 15 % of current demand.

The company has installed a 500 M3 per day capacity ultra-filtration plant with an investment of around Rupees 50 lac. This plant further treats sewage treated water and quality of water is good enough for cooling tower, flushing and horticulture purposes. It has helped in recycling the water and reduction in fresh water demand by 15-20 per cent.

Ultra filtration is simple pressure cleaning technology and primarily depends on efficient operation and life of membrane used for cleaning purpose. The average life of these membranes is close to three to four years hence it is sustainable process over period of time. This plant is operated with latest programmable logic controller with least of human interference and expected to provide consistent results over long period of time.

Electricity Conservation

As time goes on new electrical power requirement keep coming and energy demand continue to grow every passing day. Many times electricity consumption touched the peak sanctioned load. Initiatives were taken to cut down the peak load requirement. Further to create awareness amongst staff for energy conservation, ''Caution'' stickers were placed on all electrical equipment to switch off fixtures when not in use.

Conventional light fittings has been replaced with LED energy saving light fixtures in areas across the hospital.

All these initiatives has helped in reducing the energy consumption.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:-

Earnings : Rs. 11,157.48 lakhs

Outgo : Rs. 1,025.79 lakhs

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, and amendments thereto, the names and other particulars of the employees are required to be set out in the Annexure to the Directors'' Report. However, as per the provisions of Section 219(1)(b)(iv) of the Act, the Annual Report is being sent to all the Members excluding the aforesaid particulars. Any member interested in obtaining a copy of the particulars of the employees may write to the Company Secretary of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently and have 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 as on 31st March, 2014 and of the profit of the Company for the year ended 31st March, 2014.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(I)(D)(ii) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2014, is also attached with this report.

AUDITORS

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S. C. Vasudeva & Co., Chartered Accountants, that their re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013, and that they are not disqualified for re-appointment.

COST AUDITORS

The Company has appointed M/s Devarajan Swaminathan and Co., Cost Accountants, as the Cost Auditors for conducting the audit of cost records of the Company for the year ending 31st March, 2015.

SECRETARIAL AUDITORS

The Company has appointed M/s RSM & Co., Company Secretaries, as the Secretarial Auditors for conducting the secretarial audit of the Company, for the year ending 31st March, 2015.

DIRECTORS

Mr. D. M. Spolia and Mr. Shakti Sinha resigned as Directors of the Company consequent upon their retirement / transfer from their office being ex-officio Directors nominated by the Govt. of Delhi.

Ms. Archana Arora (Principal Secretary - Finance, Govt. of Delhi) was appointed by the Board as an Additional Director of the Company in place of Mr. Shakti Sinha. Ms. Archana Arora has resigned consequent up on her transfer from the office of Principal Secretary - Finance, Govt. of Delhi.

Mr. S. K. Srivastava (Chief Secretary, Govt. of Delhi) and Dr. M. M. Kutty (Principal Secretary - Finance, Govt. of Delhi) were appointed by the Board as Additional Directors of the Company. Mr. S. K. Srivastava and Dr. M. M. Kutty hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notice has been received from members pursuant to Section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of Mr. S. K. Srivastava and Dr. M. M. Kutty as Directors of the Company, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Suneeta Reddy, Ms. Shobana Kamineni and Prof. V. N. Rajasekharan Pillai, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting. Ms. Suneeta Reddy and Ms. Shobana Kamineni, being eligible, have offered themselves for re-election.

Prof. V. N. Rajasekharan Pillai being eligible, offer himself for appointment as Independent Director in terms of Section 149 and other applicable provisions of the Companies Act, 2013.

Prof. V. N. Rajasekharan Pillai, Dr. B. Venkataraman, Prof. Ranjit Roy Chaudhury, Mr. Deepak Vaidya, Mr. T. S. Narayanasami, Mr. S. Regunathan and Mr. Satnam Arora, Independent Directors have given declarations to the Board of Directors to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, and have offered themselves for appointment as Independent directors. The Nomination and Remuneration Committee has recommended to the Board, the appointment of all the Independent Directors.

The Board recommends the appointment of Independent Directors in terms of section 149 and other applicable provisions of the Companies Act, 2013 as set out in the Notice for the Annual General Meeting for approval of the shareholders.

The notice has been received from members pursuant to section 160 of the Companies Act, 2013 signifying their intention to propose the appointment of above named independent Directors.

The information on the particulars of the Directors seeking appointment / re-appointment, as required under clause 49 of the Listing Agreement, has been furnished in the notice to the shareholders for the Annual General Meeting.

Your Directors wish to place on record their appreciation of the valuable services rendered by Mr. D. M. Spolia, Mr. Shakti Sinha and Ms. Archana Arora, during their tenure as a Director of the Company.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary.

The Company also has a professional indemnity insurance policy to cover the risk on account of claims filed against the company in consumer courts.

RESEARCH & DEVELOPMENT

The Company is running a multi super-specialty Hospital and is not engaged in any major research & development activity. However, the Hospital continues to be a major centre of international clinical trials.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the employees at all levels and the consultant doctors.

For and on behalf of the Board

Place : New Delhi S. K. Srivastava

Date : 25th July, 2014 Chairman


Mar 31, 2013

Dear Shareholders,

The Directors take pleasure in presenting the 25th Annual Report of the Company along with the audited accounts for the year ended 31st March 2013.

FINANCIAL RESULTS

(Rs. in Lakhs) Particulars Year ended Year ended 31-03-2013 31-03-2012

Total Income 60,815.18 52,262.03

Profit before tax 4,548.11 4,001.02

Provision for taxation 1671.62 1,302.50

Net Profit (PAT) 2,876.49 2,699.60

Balance brought forward from previous year 5,684.72 4,939.84

Amount available for appropriation 8,561.21 7,639.44

Appropriations

Transferred to General Reserve 2,500.00 250.00

Dividend (Proposed) 1,466.77 1,466.77

Corporate Dividend Tax 237.95 237.95

Balance carried to

Balance Sheet 4,356.49 5,684.72

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 2,500.00 lakhs to the General Reserve out of the amount available for appropriation.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.60 per share (16 percent) for the financial year ended 31st March, 2013 (previous year Rs. 1.60 per share).

OPERATIONS

During the year under review, the Company has registered all round growth in its working and achieved higher income and profit. The total income of the Company increased to Rs. 60,815.18 lakhs from Rs. 52,262.03 lakhs - an increase of 16%.

The Company''s EBIDTA increased by 18% from Rs 6,769.46 to Rs 7,999.06, whereas the profit after tax increased to Rs 2,876.49 lakhs from Rs 2,699.60 lakhs.

The Solid Organ Transplantation Program of the Hospital continues to register outstanding growth. Kidney Transplants increased by 72% (from 340 to 584) and Liver Transplants increased by 28% (from 219 to 281) over the previous year. With this momentum and success, the Hospital became the Busiest Solid Organ Transplantation Center in the world, surpassing other renowned transplant centers across the globe.

Performance across numerous other specialties also showed a positive trend. To name a few, In-vitro Fertilization (IVF) procedures increased by 53% (from 83 to 127),Caesarian Sections increased by 20% (from 663 to 796), Dialysis increased by 21% (from 34602 to 41734) and Knee Replacements increased by 6% (from 588 to 688) over the previous year.

The Hospital continued to attract large number of domestic as well as international patients. The total registration of patients increased by 17% (from 119882 to 140208), Emergency admissions increased by 11% (from 9474 to10500) and International patients increased by 32% (from 4768 to 6288) over the previous year.

Apollo Hospitals, Noida performed well across all operational parameters registering a profit of Rs. 97 lakhs against loss of Rs. 64.27 lakhs in the previous year.The ICU admissions increased by 54% (from 166 to 256), Knee Replacement surgeries increased by 59% (from 17 to 27), Apollo Health Checks increased by 46% (from 602 to 876) and repeat patients availing the out-patient services increased by 14% (from 12556 to 14357) over the previous year. The Apollo Hospitals, Noida continued to be one of the leading destinations for dialysis with more than 700 dialysis being done in a month.

The Expansion Project undertaken by the main Hospital to add 127 additional Beds comprising of

74 single rooms, 33 general ward beds and 20 ICU beds, has been completed. With the completion of the expansion project, the total bed strength of the Hospital has increased to 710 beds. The increased bed capacity has helped in tiding off the demand for additional beds and maintaining the satisfaction levels of the patients serviced.

The Apollo Institute of Robotic Surgery was launched in June, 2012 and has been successfully performing a good number of robotic surgeries with the Da-Vinci Robotic Surgical System. The latest offering from M/s Intuitive Surgical has a 3 dimensional field of vision for the surgeon with ten times magnification and robotic precision provided in an ergonomic manner. The technology enables smaller incisions, lesser blood loss and faster recovery apart from other advantages to the patient.

The Hon''ble Chief Minister of Delhi, Ms.Shiela Dikshit unveiled South Asia''s first PET SUITE in the Hospital. The facility houses one of the world''s first installations of integrated simultaneous 3 Tesla PET- MR and a 128 slice PET-CT. This facility will provide early and functional diagnosis of patients in Oncology as well as Neurosciences and an opportunity for novel research possibilities in Molecular Imaging and Nuclear Medicine putting the hospital on the global medical research map.

The Hospital successfully commissioned the Cosmetic Clinic. The clinic offers both non-invasive and surgical options in Aesthetic Medicine as well as Aesthetic Surgery in a dedicated facility. There is a fully functional out-patient wing providing a wide bouquet of non-surgical options including the latest offerings like Ultherapy and Therapeutic Lasers. The facility also houses a dedicated operation theatre complex with a Hair Restoration suite, a HEPA-filtered operating room and a three bedded recovery.

For the second consecutive year, more than 80 personnel including Doctors, Nurses, Paramedic, and allied support staff after undergoing one month rigorous training, provided medical cover for three day Indian Grand Prix Formula Race (F1) 2012 held in October, 2012 at the Buddh International Circuit (BIC).Medical cover was also provided for a smaller "closed car" event called SIDVIN Festival of Speed at the Buddh International Circuit in November-December, 2012.

As part of the ongoing upgradation and renovation programme, a number of departments and units were refurbished to increase patient comfort and enhance operational efficiency.

Indraprastha Apollo Hospitals, the first Joint Commission International (JCI) accredited hospital in India, has well established its credentials as one of the leading referral tertiary care hospitals in this part of the world. The hospital provides care in virtually every specialty and subspecialty, including some of the most complex procedures. Many of the key outcomes are comparable to the best hospitals globally. This level of advanced technology and specialist skills was not contemplated 25 years ago, when the joint venture agreement was signed.

Since June 1998, the Hospital has been providing free treatment (excluding medicines and medical consumables) to patients referred by the Government of NCT of Delhi. A full time medical officer, deputed by the Directorate of Health Services (DHS), Government of Delhi, is available in the hospital premises on all working days to meet patients referred by the Government of NCT of Delhi, scrutinize the necessary documents as per criteria laid down for the purpose, and guide them appropriately to various specialties for out-patient consultation or in-patient treatment as required. The medical officer also daily liaises with the Hospital Nodal Officer and provides details of all free admissions to the DHS. During this financial year, 11754 patients (1910 IP and 9844 OP) referred by the Delhi Government were provided super- specialty care under this arrangement.

AWARDS AND ACCOLADES

The hospital has consistently strived to serve the patients with the most up-to-date clinical protocols aided by latest technology while keeping a constant focus on the quality of care that is delivered. With such practises and culture in place, the organization has been frequently acknowledged across various platforms.

The coveted The Week-Hansa'' Survey on Best Hospitals in India published in December, 2012, has rated the hospital as:

- Best private multi-specialty hospital in Delhi, for the fifth consecutive year.

- Third best private sector hospital in India.

- Best Hospitals in Cardiac Care

Time Research Media Health care Excellence Awards-2012 felicitated organizations for their industry contributions. The innovations for increased efficiency and improved performance of healthcare delivery at large were awarded. The Hospital was rated as:

- India''s Most Innovative Hospital

- Best Diagnostic and Imaging Centre in North India

- The Best Heart Care Centre in North India

The Hospital Management Asia (HMA) Awards recognizes and honours hospitals in Asia that carry out best practices in hospital management. HMA, 2012 garnered 363 entries representing 89 hospitals from 12 countries and Indraprastha Apollo Hospitals received Excellence Award for Corporate Social Responsibility and Excellence Award for Customer Service.

Apollo Hospitals received ''Asia Responsible Entrepreneurship Awards'' (AREA) South Asia 2012 awards in two categories. Dr. Prathap C Reddy, Chairman, Apollo Hospitals Group won the prestigious award for Responsible Business Leader.

The Apollo Innovation and Quality Awards felicitate hospitals within the Group for their assiduous efforts and innovations to continuously enhance patient care. This year the hospital won four of the six awards and were in the top three positions in the other categories. The Apollo Innovation and Quality Awards, 2012 were as follows:

- First in Excellence in Financial Practices

- First in Excellence in Clinical Practices

- First in Excellence in Environmental Conservation

- First in Excellence in Operations

- Third in Excellence in HR Practices

The awards are a testimony to the level of services that the hospital persistently delivers and the excellence it strives for in tertiary and quaternary level healthcare.

FOCUS ON QUALITY

Being the first Internationally Accredited Hospital in India, Quality is deeply ingrained in the hospital''s culture and it constantly strives to keep up to it.

The organization reviews and closely monitors the feedback level of its patients and deliberates on ways to improve our services according to the customer inputs. The average annual Voice of Customer (VOC) score was above satisfactory and remains a key focus area. Apart from this various Six Sigma projects for optimizing process performance and improving profitability had been undertaken last year.

The practices under various accreditations were constantly audited and compliance was ensured through JCI (Joint Commission International) mock audits that were conducted in December 2012 and April 2013. Also, the Laboratory services of the main hospital successfully underwent a Re-accreditation NABL (National Accreditation Board for Testing and Calibration Laboratories) audit in March, 2013.

Subsequent to the NABH accreditation of Apollo Hospital, Noida, the surveillance audit was conducted successfully. Apollo Hospital, Noida has been re-accreditated by NABL.

ACE@25 (Apollo Clinical Excellence@25): The current average score for the ACE@25 data set is 81.3. The ALOS post THR and TKR is 5.0 days as well as 4.81 days respectively. Patient Satisfaction with Pain Management is 4.73 as against our target of 4.5. The Surgical Site Infection rate is 0.125% as against benchmark of 2%. The current rate of Break in Planned Radiotherapy is 2.5 as against benchmark of 5%.

RACE (ROCKET Apollo Clinical Excellence):The medical dashboard for the Centres of Excellence is a new initiative towards excellence and the average score for the RACE initiatives for last year has been 83.58. Door to antibiotic timing for sepsis is within our benchmark of 180 minutes. Elective

PTCA Mortality Rate is nil. Mortality rate for TKR and THR is 0% for our hospital. The Door to antibiotic time in sepsis patients is 154 minutes as compared to our benchmark of 180 minutes. The percentage of Major Complications for Radiotherapy patients has been nil. The One Year Survival Rate for Kidney Transplant Patients is 98.58%.

AQP (Apollo Quality Program): Apollo Quality Program is a group-wide program to bring quality, excellence and service delivery at a common platform making our offerings and services standardized. There has been 100% compliance to the completion of nursing handovers. 100% of the patients receive antimicrobial prophylaxis within one hour of surgery. There has been more than 99% compliance to minimum content of medical records on closed audits. The accuracy of ICD-10 coding is 100%. There has never been any incident of retained foreign body during surgery. The incidence of Hospital Acquired Pressure Ulcers is nil in the last year.

COMMUNITY OUTREACH PROGRAMS and CORPORATE SOCIAL RESPONSIBILITY (CSR)

- Chacha Nehru Sehat Yojana: Chacha Nehru Sehat Yojana was launched by the Govt. of NCT of Delhi on 14th November 2011 for providing Health Checks to all the students enrolled in the city''s government schools. Indraprastha Apollo Hospitals provided medical screenings in schools and conducted immunization of students against Tetanus (Booster dose) and provided curative treatment, health education and counseling to the students. Medicines like iron, calcium, Vitamin A, antibiotics, antifungal, anti-histaminic, cough syrups etc. were given to the needy students.

During the implementation of the school health programme, the hospital teams have examined approximately 17,000 children in five schools in the given period from January 2012 to Feb 2013.

- Jasola Clinic: Apollo Hospitals, Delhi has adopted the Jasola village adjacent to the hospital. At the clinic, consultations in internal medicine, gynecology and pediatrics are provided to the local residents thrice a week. During the year 2012-13, more than 4000 patients were screened at the clinic.

- Mobile Health Scheme Service: This scheme is in collaboration with the Delhi Government and undertakes physician visits to various neighboring areas like JJ Cluster area, Jasola, Madanpur Khadar, etc. from Monday to Saturday providing adequate primary health cover. Under this scheme more than 1900 patients were screened during the year 2012-13.

- BLS Training: Apollo Hospitals, New Delhi, organized various Basic Life Support (BLS) training sessions and Cardiac camps for the Delhi Police from April to September 2012. More than 550 people benefitted with this initiative. In a two day program, a team from Emergency services imparted basic life support training to over 800 prisoners and 150 staff members of Tihar Jail as a part of its community outreach program.

- Health initiatives in Schools and Colleges:

BLS training and health talks were organized in various schools and colleges of Delhi to name a few, Satyawati College, St. Stephen''s college, Asia Pacific Institute of Management, DAV Public School, British School, Khaitan Public School and Sanskriti School. Information booklets and related literature on good health were also distributed to the children.

- Health Programme for Senior Citizens and NGO''s: 20 health camps and health talks were organized during the year for various Senior Citizens Association and NGO''s. The camps covered various specialties like Gynecology, Orthopedics, Urology, Cardiology, Neurology and Respiratory. Some of the NGOs where the events were conducted were Tarawati Charitable trust, Aprajita Mahila Smiti and Care & Cure Foundation.

- Apollo Dil Ki Daud: As a part of our Neighborhood engagement Campaign, the third "Apollo Dil Ki Daud" mini marathon was organized on Sunday, 7th October 2012. More than 2000 participants ran for a healthy heart.

Our senior consultants also took part in this mini marathon.

Mr. Satpal Singh (Former Wrestler and Gold Medalist in 1982 Asian Games), Mr. Gurusharan Singh (Former Indian Cricketer) & Major D P Singh (Kargil veteran and Indian representative in Para Olympics) were the Guests for this event.

- World Neighborhood Day: World Neighborhood Day on 31st March, 2013 was celebrated by inviting all RWA members and community to participate in an evening function. This program was attended by approximately 400 neighborhood residents. Dr. Prathap C. Reddy graced this occasion and also launched the Apollo Protect'' initiative. With Apollo Protect a concerted effort with structured adult vaccination against a host of acute and chronic Vaccine Preventable Diseases (VPD) like Cervical Cancer, Pneumococcal Meningitis, Swine Flu and Cholera to name a few is undertaken. This service will be the largest adult vaccination program in the country and would be available on all days of the week.

INFECTION CONTROL AND ENVIRONMENT

The infection control program is one of the most effective in the country. The multi-disciplinary hospital infection control committee actively reviewed the monthly infection control indices and the policies as well as practices for effective control over nosocomial infections.

Employee safety and protection against occupational hazards was a constant theme throughout the year which was addressed with educational drives, poster competition and on-site reviews of the prevalent knowledge and practices amongst the staff.

The incidence of nosocomial infections namely Catheter related Urinary Tract Infection (CRUTI) with an annual mean of 1.02 per 1000 Urinary Catheter Days, Central Line related Blood Stream Infection (CRBSI) with an annual mean of 0.71 per 1000 Central Line Days and Ventilator associated Pneumonia (VAP) with an annual mean of 1.85 per 1000 Ventilator Days is comparable with the best benchmarks across the world.

TECHNOLOGY ABSORPTION

During the year, the Hospital continued its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are:

1. PET MRI: Designed to diagnostically address the complexities of human body, Apollo Hospitals has installed a PET MRI, which is first of its kind across South Asia along with a PET CT, in the PET SUITE, signifying a tremendous leap forward in imaging capabilities.

PET MR system has resulted from the amalgamation of a state of art whole body 3T MRI scanner and a high end PET system, which has been fully integrated and precisely aligned within the same gantry. This enables to simultaneously acquire accurate information on morphology, function and metabolism and delivering highly defined, 3-D images, enabling them to make the best choices about treatments across specialties. The scanning thus takes less time, is more efficient and accurate and reduces patient discomfort. As MR has no radiation, the PET MR significantly reduces overall radiation dose, making it safer for children and also for patients undergoing repeated studies for therapy monitoring. The significance of this facility gets manifold augmented by the deft handling and interpretive reporting of leading dedicated experts in the field who have been engaged by the hospital. The PET-CT facility being equipped with state of the art 427 slice /sec CT scanner, Ultra HDPET with highly specialized 4D respiratory Gating software is a boon for cancer patients as the radiotherapists would be able to deliver highly precise radiation dose, synchronized with patients'' breathing pattern.

2. MALDITOF-VITEK® MS system for rapid automated identification of micro organisms causing infections: Country''s first MALDITOF- VITEK® MS system for healthcare setup was installed at Indraprastha Apollo Hospitals. The device by BioMerieux Inc. is based on advanced technology for quick automated microbial identification of disease-inducing micro organisms such as fungi and bacteria to accelerate and increase the accuracy of diagnosis and treatment.

The advantage is a significant reduction in time taken to provide doctors with actionable results in managing infection. The speed of diagnostic laboratory results has a critical impact on curbing the increasing antimicrobial resistance. The rapid identification of microorganisms has been shown to help guide patient treatment and improve clinical outcomes. The speed allows doctors to specifically target their therapies with the right antimicrobial at the right dosage. This plays an important role in preventing and slowing the emergence of resistant bacteria and fungi which is much required in today''s world especially in countries like India.

3. Matrix-Assisted Laser Desorption Ionization- Time of Flight mass spectrometry (MALDI- TOF MS): Mass Spectrometry (MS) is a technique used to screen a multitude of molecules simultaneously and determine the identity of microbes by exciting them with laser and analyzing their protein pattern by analyzing their individual mass-to-charge ratio. These molecular "signatures" can be used for rapid bacterial and fungal identification (ID) from isolated colonies. MALDITOF-VITEK MS is based on Matrix-assisted laser desorption/ ionization-time-of-flight mass spectrometry (MALDI-TOF MS) - one of the latest addition in most promising technologies, producing results in a matter of few minutes rather than days as it happens currently. The biggest payoff comes to the patients and clinicians with huge reduction in the time it takes to identify organisms. This technology assists clinicians dealing with infectious diseases in facing the ever-increasing number of potentially pathogenic species of bacteria and fungi influxed into clinical significance.

4. Fibroscan: This machine was procured to enhance the capabilities of our Gastroenterology department, providing a non invasive diagnostic tool to evaluate the stage of Liver fibrosis, which helps diagnosing, monitoring treatment and projecting the prognosis.

5. Brachytherapy: With the procurement of latest Brachytherapy unit Apollo Cancer Institutes at Indraprastha Apollo Hospitals, became the most advanced comprehensive cancer care unit in the region with renowned experts in the field of Oncology. This unit comes with the advantages of precise targeting of the radiation, which spares healthy tissue; the fact that the procedure can usually be completed in 1-3 hours on an outpatient basis; a substantially lower incidence than surgery or external beam irradiation of both impotence and incontinence; and generally little impact on the patient''s quality of life. Brachy" is a Greek word meaning short. Brachytherapy involves treating disease by exposure to a radioactive substance (radiotherapy). Doctors place a small radioactive source (pellet or seed) in or a short distance from a cancerous tumour. This unit of Brachytherapy allows use of a high dose of radiation while reducing the risk of damage to nearby healthy tissue and increasing the likelihood the cancer is destroyed.

Doctors may place Brachytherapy seeds inside a body cavity, such as the vagina, or insert seeds into body tissue using hollow needles. Brachytherapy may be used alone or with radiation given externally. Radioactive seeds may be left permanently in place or removed after some time. Now Brachytherapy is being used in the treatment of many malignancies, including: Bile duct, Breast, Cervical, Endometrial (uterine), Oesophageal, Lung, Ocular melanoma, Prostate, Soft tissue sarcomas and other tumors.

ENERGY CONSERVATION

The Company on a continuous basis undertakes programmes for conserving energy. In all nearly 800 light fixtures have been replaced with LED type energy saving light fixtures in areas across the hospital which has resulted in reduction of around 38 KW load on our existing electricity consumption. All other conventional light fittings are in the process of being replaced with LED type energy saving light fixtures.

A 330 KW capacity Variable Frequency Drives comprising of 47 VFD''s has been installed in the AHU motor and secondary chiller pumps and it will enable the hospital to save around 66 KW of electricity load.

A BMS system in OT''s & ICU''s has been installed for better HVAC controls. The existing main LT panels have been upgraded with new ACB''s with latest standards and protections.

A Novac Gas based total room flooding system in Clinac & Novalis TX has been installed.

All these initiatives will also help in reducing the energy consumption.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:- Earnings : Rs. 7,033.44 lakhs Outgo : Rs. 804.76 lakhs

PARTICULARS OF EMPLOYEES

The Particulars of employees as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are annexed and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) that appropriate accounting policies have been selected and applied consistently and have 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 as on 31st March, 2013 and of the profit of the Company for the year ended 31st March, 2013.

(iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(I)(D)(ii) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2013, is also attached with this report.

AUDITORS / AUDITORS'' REPORT

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S. C. Vasudeva & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Sction 224(1-B) of the Companies Act, 1956. The Board of Directors recommends the appointment of M/s. S. C. Vasudeva & Co., Chartered Accountants as Auditors of the Company.

DIRECTORS

Mr. P. K. Tripathi and Mr.Anshu Prakash resigned as Directors of the Company consequent upon their retirement / transfer from their office being ex-officio Directors nominated by the Govt. of Delhi.

Mr. D. M. Spolia, Director of the Company was appointed as Chairman of the Board of Directors of the Company in place of Mr. P. K. Tripathi.

Mr. S. C. L. Das (Secretary, Health & Family Welfare, Govt. of Delhi) and Mr. Shakti Sinha (Principal Secretary - Finance & Power, Govt. of Delhi) were appointed by the Board as Additional Directors of the Company. Pursuant to Section 260 of the Companies Act, 1956,Mr. S. C. L. Das and Mr. Shakti Sinha hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notice has been received from members pursuant to Section 257 of the Companies Act, 1956, proposing the appointment of Mr. S. C. L. Das and Mr. Shakti Sinha as Directors of the Company, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms.Renu S Karnad, Mr. T S Narayanasami, Lt Gen. (R) Vijay Lall and Dr B Venkatraman, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election.

Resolutions seeking approval of the shareholders for the appointment /re-appointment of Directors have been incorporated in the notice of the Annual General Meeting.

The information on the particulars of the Directors seeking appointment / re-appointment, as required under clause 49 of the Listing Agreement, has been furnished in the notice to the shareholders for the Annual General Meeting.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary.

The Company also has a professional indemnity insurance policy to cover the risk on account of claims filed against the company in consumer courts.

RESEARCH & DEVELOPMENT

The Company is running a multi super-specialty Hospital and is not engaged in any major research & development activity. However, the Hospital continues to be a major centre for international clinical trials.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the employees at all levels and the consultant doctors.

For and on behalf of the Board

Place : New Delhi D. M. Spolia

Date : 26th July, 2013 Chairman


Mar 31, 2012

The Directors take pleasure in presenting the twenty fourth Annual Report of the Company along with the audited accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

(Rs. in Lakhs)

Particulars Year ended Year ended 31-03-2012 31-03-2011

Total Income 52,262.03 46,241.50

Profit before tax 4,002.10 4,526.83

Provision for taxation 1,302.50 1,454.34

Net Profit (PAT) 2,699.60 3,072.49

Balance brought forward from previous year 4,939.84 3,827.73

Amount available for appropriation 7,639.44 6,900.22

Appropriations

Transferred to General Reserve 250.00 250.00

Dividend (Proposed) 1,466.77 1,466.77

Corporate Dividend Tax 237.95 243.61

Balance carried to Balance Sheet 5,684.72 4,939.84

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 250.00 lakhs to the General Reserve out of the amount available for appropriation and an amount of Rs. 744.88 lakhs is proposed to be retained in the Profit and Loss Account.

DIVIDEND

The Directors are pleased to recommend payment of dividend on equity shares @ Rs. 1.60 per share (16 percent) for the financial year ended 31st March, 2012 (previous year Rs. 1.60 per share).

OPERATIONS

During the year under review, the total income of the Company increased to Rs. 52,262.03 lakhs from Rs. 46,241.50 lakhs in the previous year. The profit after tax stood at Rs. 2,699.60 lakhs against Rs. 3,072.49 lakhs in the previous year.

The Indraprastha Apollo Hospital recorded all round growth. It was a year of outstanding growth for the Organ Transplant Centre. Kidney transplants increased by 93 per cent (from 176 to 340), Liver transplant increased by 31 per cent (from 167 to 219) over the previous year. The Renal transplant team achieved a special milestone when it performed Delhi's first successful Kidney transplant between patients of different blood groups. This cutting edge procedure involving targeted immunotherapy gives new hope for renal transplantation in cases of donor and recipient blood group mismatch.

New registration of in-patients increased by 8.5 per cent, out patient volume increased by 7 per cent, average daily bed occupancy increased from 477 to 516, the number of surgeries increased by 10 per cent, Cath procedures increased by 11 per cent, Dialysis increased by 8 per cent, Radiation Oncology increased by 17 per cent, MRI procedures rose by 13 per cent, CT Scan procedures increased by 11 per cent, and the Total Hip & Knee Replacements increased by 21 per cent over the previous year.

The Hospital continued to attract a large number of international patients globally, with almost 22,000 international patients (around 5000 in patients and 17,000 out patients) having been treated at Indraprastha Apollo Hospitals.

Apollo Hospitals, Noida, too, registered a steady growth in patient numbers, with 6 per cent growth in new registrations and 10 per cent growth in total OPD volumes. Number of dialysis increased by 20 per cent (from 5516 to 6224). However, despite a rise in volumes, Apollo Hospitals, Noida incurred a loss of Rs. 64.27 lakhs mainly due to increase in staff costs and costs of other inputs.

The Government of India, vide its Gazette Notification No. 501 dated 23/03/2011, has extended the scope of Employee State Insurance Act 1948 to include certain class of establishments including corporate hospitals w.e.f. April 1, 2011. The Company has implemented ESIC scheme. All employees who are drawing salary up to Rs. 15000/- per month are being covered under the ESIC scheme.

In pursuance of the interim order passed by the Hon'ble Supreme Court of India on 30.11.2009, the Company continues to provide free treatment exclusive of medicines and medical consumables to the patients referred by the Government of Delhi for free treatment in the Hospital. During this year, 8,330 patients, including outpatient new registrations and repeat visits, were provided free treatment in the Hospital. On an average, 60 to 70 inpatients, including 20 to 25 ICU patients, are being treated free of cost (excluding medicines and consumable) at Indraprastha Apollo Hospitals.

TRAGIC AIR ACCIDENT

On May 25, 2011, three staff members of the hospital died in a tragic air accident while providing medical escort to a critically ill patient who was air lifted from Patna. The team consisting of Dr. Rajesh Jain, Dr. Syed Arshad Abbas and Staff Nurse Mr. Cyril P. Joy were among the ten people killed when the aircraft crashed at Faridabad. The Board of Directors express their heartfelt condolences for the loss of ten lives including three staff members of the Hospital in the tragic accident and pay rich tributes to the brave staff members who lost their lives in the call of duty.

FACILITY EXPANSION & UPGRADATION

The expansion project undertaken by the Hospital has now been completed. With the completion of the expansion project, 127 beds comprising 74 Single Rooms, 33 General ward and 20 ICU beds will be added to the capacity of the Hospital.

In addition, a 'State-of-the-art' Cosmetic Centre has been set up to provide aesthetic medicine on an out-patient basis. The facility has consult rooms, laser treatment rooms dedicated daycare operating room, and a hair-transplant room in a soothing, non-clinical ambience. Out of the additional beds, 50 beds have already been commissioned. The remaining beds and the Cosmetic Centre shall be made operational shortly.

As part of the ongoing upgradation and renovation programme, a number of departments and units were refurbished to increase patient comfort and enhance operational efficiency:

1. In order to meet the pressing demand of Dialysis and increased number of renal transplants, seven additional beds were commissioned in the Dialysis unit taking the capacity to 28.

2. The following departments were refurbished:

a. Gynecology & Pediatric OPD

b. Sample collection

c. Chemotherapeutics Admixture Room

d. Telemedicine Room

e. Nucleic Acid Testing (NAT) Laboratory

f. Fetal Medicine

g. Staff Cafeteria

3. A new Out Patient Wing (OPD 2C)-with 14 Consultation rooms has been commissioned in place of 28 general ward beds, to accommodate the new Consultants, some of whom have already joined the Hospital and some who will be joining shortly.

4. In order to improve the Out Patient experience, the International section has been completely de-linked from the Platinum Lounge. After renovations, the Platinum Lounge is now available for patients who want quick, personalised out-patient consultation in an exclusive ambience.

5. The Company has tied-up with M/s East Delhi Focus Imaging, LLP to install a PET mMR, PET-CT mCT 128, equipped with RTP and Respiratory 4D Gating and a Standing MRI. The facility shall offer improved performance parameters with faster whole body studies, potential for reduced dose requirements and improved lesion detectability. Indraprastha Apollo Hospitals will be the first hospital in the country to have a PET MRI system.

6. With an aim to further enhance the experience of patients and attendants as they wait, well known food brand "Haldirams" has been invited to operate a food outlet in the Atrium of the Hospital and it has been widely appreciated by the patients and attendants.

AWARDS AND ACCOLADES

The hospital continued to garner awards and accolades, ranging from recognition for its clinical excellence to CSR and environment best practices. The Week-Hansa survey on Best Hospitals in India, published in November, 2011, has rated the Hospital as:

- Best Private Hospital in Delhi

- Sixth best hospital across India

- Third best hospital for Cardiology in India

- Best private hospital for Diabetic Management in Delhi

- Third best multi specialty hospital in India in the private sector

- Second best hospital for Emergency care in Delhi in the private sector.

Dr Prathap C Reddy, Founder and Chairman, Apollo Hospitals Group was honoured with the prestigious Lifetime Achievement Award' at the FICCI Healthcare Excellence Awards 2011.

For its environmental practices, Indraprastha Apollo Hospital was awarded a Special Commendation for the Golden Peacock Environment Management Award by a jury chaired by Justice P. N. Bhagwati, Former Chief Justice of India.

At the CII Healthcare Excellence Awards, Apollo Delhi received Commendation for Strong Commitment to Excel on Journey towards Business Excellence.

The hospital received the 'CNBC TV18 and ICICI Lombard India Healthcare Awards 2011' for Best Hospital in Obstetrics and Gynecology.

The hospital continued to be the preferred medical partner at sporting events. It was selected as the referral hospital for the Formula One race held in Greater Noida in October, 2011.

Over the years, the medical fraternity at Indraprastha Apollo Hospitals has received many awards and accolades in recognition of its pioneering achievements in Indian healthcare. Excellence is reflected in the calibre and brilliance of our medical fraternity.

FOCUS ON QUALITY

The first hospital in the country to receive accreditation from the prestigious Joint Commission International, USA (in year 2005) for delivery of quality healthcare services and meeting patient safety needs, Indraprastha Apollo Hospitals has once again successfully met these ever exacting standards. It was surveyed again for re- reaccreditation in July, 2011, and again successfully sailed through the intensive and rigorous checks. The Hospital has now been re- accredited by JCI for a further period of three years.

Apollo Hospital, Noida was awarded Accreditation from NABH (National Accreditation Board for Hospitals and Healthcare providers) in June, 2011, valid for a period of three years.

Rigorous training has helped hardwire 5 S (Sort, Set in Order, Shine, Standardize and Sustain), which makes a workplace more orderly and efficient, into the system. There is an obvious visible impact with the workplaces looking neat, environment hygienic and organized, besides improving retreivability of items. Periodic 5 S audits were conducted.

With the constant focus on training, the average medication error rate has come down to 1.9 per 100 discharges which is better than the ISMP (Institute of Safe Medication Practices, US) benchmark of 2 per 100 discharges. The patient fall rate is 0.08 per 1000 Adjusted Patient Days which is much better than the acceptable rate of 2 per 1000 Adjusted Patient Days (JCAHO, US).

The Hospital has implemented the WHO sponsored "Safe Surgery Saves Lives" programme, which involves following of a Surgical Safety Checklist designed on the lines of the checklists followed by aircraft pilots, to reduce errors in surgical procedures. Bestselling author of the book 'The Checklist Manifesto', Dr. Atul Gawande, who had initiated the Safe Surgery programme, and is the WHO director on the project, visited the hospital and addressed the doctors and staff on this major initiative, expressing his satisfaction in the manner it was being implemented.

The Voice of Customer in-patient scores have exceeded the target of 4.6 set for the year, against a maximum of 5.

FIRE SAFETY IN THE HOSPITAL

Indraprastha Apollo Hospitals has taken proactive steps for fire safety in the Hospital, including constitution of a Fire Safety sub-committee and Daily Fire Safety Rounds. In order to ensure maximum preparedness fire drills are being conducted at odd hours such as middle of the night, Sundays or on Public holidays. The Frequency of checking important Fire equipment such as Fire Doors, Smoke Detectors, and Smoke Extractor machines has been increased to ensure optimum preparedness. A variety of additional equipment and signage have been acquired and installed. Fire Training sessions by Delhi Fire Service Officers have been conducted to impart training to the Hospital staff. To ensure that the staff is abreast with the latest trends and methods in Fire safety, the staff members are regularly being sent for specialised training to International Institute of Security and Safety Management and other fire safety institutes.

COMMUNITY OUTREACH PROGRAMS AND CORPORATE SOCIAL RESPONSIBILITY (CSR)

As always, the hospital continues to play a very proactive role in the community outreach programs. Some of the events organized during the year included:

- International Women's Day: A screening Camp was conducted at Delhi Secretariat for women employees, which was inaugurated by Hon'ble Chief Minister Smt. Sheila Dikshit. A special issue of Apollo Life, a publication highlighting all aspects of Cancer care including the preventive steps and treatment options available, was also released.

- World Blood Donor Day: A blood donation and awareness drive was conducted at a function presided over by Dr. A.K. Walia, Hon'ble Ministry of Health & Family Welfare, Govt. of NCT of Delhi, and attended by a large number of blood bank officers from Delhi and NCR, officials from the Ministry of Health, NGOs and donors.

- World Stroke Day: "Stroke Clubs" were launched across the city, providing a forum for stroke patients to interact and support each other in their recovery.

- Oral Cancer & Breast Cancer Awareness Campaigns: Oral Cancer & Breast Cancer Awareness campaigns were conducted for the benefit of the neighboring community, attendants of patients and all employees.

- Basic Life Support (BLS) training: The Emergency Department conducted 21 Basic Life Support (BLS) training sessions covering 1970 people from all walks of life on responding to medical emergency situations.

- Life Support training programmes: Several Life Support training programmes were also organised for Police personnel. BBC World News covered the programme as part of a documentary on road accidents and lauded the efforts to train police as first responders to road accidents.

- Hope is Real: Hope is Real chronicles real stories of people who had the courage to fight cancer. Our online services received a momentum, following the launch of a "facebook page" and a web portal (www.hopeisreal.in), which function as a one-point communication and information platform for people seeking information about cancer, treatment modalities, life support services and latest global standards of treatment options.

- Organ Transplant Annual Conference:

Indraprastha Apollo Hospitals, along with the Indian Society for Organ Transplant, jointly hosted its annual conference. Faculty included a number of specialists in Organ Transplantation from the US, the UK, and India.

- Gift a Life Initiative: In view of the need for organ donation in the country, the Apollo Transplant Institutes started a 'Gift a Life initiative which was launched, by ace cricketer Gautam Gambhir. The mission of Gift a Life' is to ensure that no person in India dies for want of an organ. The aim is to disseminate information and create awareness on the issue of organ donation and simultaneously connect doctors, citizens, hospitals, healthcare organisations, civil society organisations, Governments, NGOs and public sector institutions on a common platform to create awareness on this pressing issue of our times.

- First Living Donor Liver Transplant in Pakistan: On special invitation from the Sheikh Zayed Hospital in Lahore, a medical team from Indraprastha Apollo Hospitals led by Dr. Subhash Gupta, Senior Consultant-Liver Transplant performed the first Living Donor Liver Transplant in Pakistan. This unique collaboration between the medical fraternities of the two neighboring countries was widely covered by media of both the countries.

- Pledge to Donate Organs: To express support and solidarity with the Hospital's Organ Donation campaign, more than 2200 staff members led by the senior management pledged to donate their organs on 5th February to mark the Founder's Day of the Apollo Hospitals Group. A voluntary blood donation camp was also organized at the hospital on the same day.

- Celebrating Life: A Cancer Survivors' day was organized at the hospital. A magic show and hasyakavisammelan were organized, and mementos distributed to the participants. About 150 adult and pediatric cancer patients attended the event.

- Marathon/Run for Healthy Heart: As part of our efforts to engage with our neighbourhood Apollo Dil ki Daud was held at Indraprastha Apollo Hospitals. More than 1850 people participated in the mini marathon organised by the hospital in association with Billion Hearts Beating Foundation. More than half of these represented our Neighbourhood Residential Associations such as SaritaVihar, Jasola Vihar, New Friends Colony, SukhdevVihar and Kalkaji. There was a tremendous response from Apollo Staff members including Senior Consultants.

- World Neighbourhood Day: A cultural evening captioned Communion was organised with the Resident Welfare Associations and housing societies as well as neighbours at large. A positive response with active participation of more than 200 residents including RWA office bearers from our valuable neighbourhood residents of Sarita Vihar, Jasola Vihar, New Friends Colony, Sukhdev Vihar and Kalkaji made this evening memorable. The fun-filled musical evening where well known singer Shibani Kashyap and Kathak dancers Rahul Pawar and Shailaja kept the audience enthralled, was the first time any Hospital was celebrating such an event in the country.

- Chacha Nehru Sehat Yojana: The Hospital has been participating in the Chacha Nehru Sehat Yojana, a scheme started by Government of NCT of Delhi under which medical checkups for about 2500 children of Government schools have been done every month.

- Health Awareness Talks and Cancer Screening Camps: Almost 140 camps across the National Capital Region have been conducted over the year providing free ECG, Echo, BP, Blood Sugar and various consultations, where 20,618 people are benefited. Indraprastha Apollo Hospitals has, since its inception, stressed the importance of early diagnosis of cancer among the general public. Over the year, several health awareness talks and cancer screening camps were conducted.

- Jasola Village Clinic: As an extension of our commitment to the community, the Hospital continued to provide free out patient consultations with provision of free medicines and medical consumables to the residents of Jasola Village, near Sarita Vihar, New Delhi. The Apollo Jasola Village clinic is held thrice a week. In addition to this, monthly camps are organized at Jasola Village with over 2500 residents being examined and treated.

- Mobile Health Scheme Service: Indraprastha Apollo Hospitals, in collaboration with the Government of Delhi, has treated nearly 10,000 patients under the Mobile Health Scheme service to serve the following areas of Delhi:

- JJ Cluster area

- Madanpur Khadar

- BIW Camp, Matura Road

- Subhash Camp, Near NTPC

- New Sanjay Camp-near Okhla

- Badarpur, Jasola Village

- Programme for Underprivileged Children: A programme for 475 underprivileged children was organised in Bal Bharti Public School, Sector 21, Noida jointly with Army Officer's Wives Welfare Association. Apart from distribution of gifts, a magic and puppet show was organised and refreshments were served.

INFECTION CONTROL AND ENVIRONMENT

The Hospital Infection Control Program has succeeded in further reducing all infection indices, thus aiming to set a new benchmark in Indian healthcare. Employee safety and infection prevention were addressed by educational drives and measures were taken to augment personal protective equipment to prevent exposure inoculation injuries and provision of pre and post exposure prophylaxis. Employees were vaccinated for various preventable infections including Meningococcal infections and for other infections such as Hepatitis B and Chicken Pox as part of an ongoing practice. Care was also taken to maintain environment and hygiene within acceptable standards to contain infective exposures.

Infection rates at the Hospital are amongst the best in the world for urinary catheter related Urinary Tract Infection. (UTI), Central Line Related Blood Stream Infections (CRBSI) and Ventilator Associated Pneumonia (VAP). The success of the infection control programmes can be gauged by the decreasing trends in CRBSI with values as low as 0.97 per 1000 Central Lines Days and for VAP 2.06 per 1000 Ventilator Days and for CRUTI at 1.01 per 1000 Urinary Catheter Days.

The Hospital conducted a big campaign highlighting the role of Hand Hygiene in minimising infections. Antibiotic (Antimicrobial) consumption has also been reduced as a result of consistent monitoring.

TECHNOLOGY ABSORPTION

During the year, the Hospital continued its efforts to maintain standards at par with the best hospitals globally by investing in cutting-edge technology to offer the latest in medical care. Some of these are:

1. MRI guided HIFU (High Intensity Focused Ultrasound): Uterine fibroids are noncancerous growths of the uterus that often appear during child bearing years. Existing treatment options for women include medication or surgical removal. In contrast to the existing treatment options of surgery to remove fibroids, MR-HIFU offers women a quicker, non-invasive and precise treatment option. The procedure can be performed on an outpatient basis, with the patient leaving the hospital the same day and getting almost fully recovered within a few days. It combines resonance (MR) imaging, with high-intensity focused ultrasound (HIFU).

2. Intuitive Surgical-da Vinci Robotic Surgical System: With a view to provide the best available surgical experience to patients, the Hospital has introduced a state-of-the-art da Vinci Robotic Surgical system. This system combines computer and robotic technologies to create a new category of surgical treatment, robotic assisted laparoscopic, thoracscopic and endoscopic surgery. By providing surgeons with enhanced capabilities, the system makes it possible to treat a broader range of conditions using a minimally invasive approach for major surgery with only a few tiny incisions. In addition, the surgeons can operate with better visualization, precision, dexterity and control than possible using traditional surgical approaches.

3. Versa Pulse Power Suite: A 100 watt Holmium Laser was introduced for use in treating patients with enlarged prostate gland. The treatment offered is more effective, less invasive and reduces hospital stay as compared to conventional treatment.

4. Gene Xpert and Hain Molecular Diagnosis System: Keeping abreast with latest diagnostic techniques to deal with the scourge of tuberculosis, for rapid and simultaneous detection of tuberculosis and antimicrobial resistance to commonly used drug Rifampicin, the hospital heeded to the call of WHO policy statement on tuberculosis and procured the Molecular test facility for Gene-Xpert MTB/RIF and Hain Molecular System, considerably reducing the time to detect tuberculosis and drug resistance to within 2 days, besides being more sensitive and specific than current molecular methods .

ENERGY CONSERVATION

As part of our Energy Conservation Plan, all conventional light fittings are in the process of being replaced with LED-type energy saving light fixtures which has resulted in reduction of 30 KW load on our existing electricity consumption. In all, nearly 800 light fixtures were replaced with LEDs in areas across the hospital.

Additionally, we have also replaced all Mercury vapour and Sodium vapour external lights, numbering over 100 across the hospital, with energy efficient LED lights. This measure will reduce the electrical consumption of our external yard area substantially.

We have also installed 26 Variable Frequency Drives (VFDs) in our AHU motors and secondary Chiller Pumps. This measure will ensure that the hospital is able to save around 300 KW of electricity load.

Further, to create awareness amongst staff on energy conservation, 'Caution' stickers have been stuck on all electrical equipment encouraging staff to switch off fixtures when not in use.

Going forward, we are in the midst of incorporating an improved 'Building Automation System' for our Electrical and HVAC management. This will ensure a centralised control mechanism for the management of electricity and HVAC services and will vastly help in reducing manpower costs, energy consumption and overall operating expenditures.

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiatives taken to increase exports; development of new export markets for products and services; and export plans

The Company is engaged in the healthcare business and is not carrying on any export activities. The Hospital has been empanelled with eminent international insurance companies and appointed healthcare facilitators in various countries to cater to international patients.

(b) Total Foreign Exchange Earnings and Outgo

During the year under review, foreign exchange earnings and outgo were as under:-

Earnings : Rs. 7,358.10 lakhs

Outgo : Rs. 1,965.05 lakhs

PARTICULARS OF EMPLOYEES

The Particulars of employees as per Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are annexed and form part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, your Directors state:

(i) That in the preparation of the annual accounts, the applicable accounting standards have been followed;

(ii) That appropriate accounting policies have been selected and applied consistently and have 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 as on 31st March, 2012 and of the profit of the Company for the year ended 31st March, 2012.

(iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement, a Management Discussion and Analysis Report and a Report on Corporate Governance is attached with this Report.

A Certificate from the Statutory Auditors of the Company regarding the Compliance by the Company of the conditions stipulated under Clause 49 of the Listing Agreement is also attached with this report.

A declaration by the Managing Director pursuant to clause 49(I)(D)(ii) of the Listing Agreement stating that all the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of Conduct, during the financial year ended 31st March, 2012, is also attached with this report.

AUDITORS/AUDITORS' REPORT

M/s. S. C. Vasudeva & Co., Chartered Accountants, Auditors of the Company shall hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received a letter from M/s. S. C. Vasudeva & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1-B) of the Companies Act, 1956. The Board of Directors recommends the appointment of M/s. S. C. Vasudeva & Co., Chartered Accountants as Auditors of the Company.

DIRECTORS

Mr. Anil Kamineni has resigned as Director of the Company. Ms. Shobana Kamineni and Mr. Deepak Vaidya have been appointed by the Board as Additional Directors of the Company. Pursuant to Section 260 of the Companies Act, 1956, Ms. Shobana Kamineni and Mr. Deepak Vaidya hold the office of Directors only up to the date of the Annual General Meeting of the Company. Notices have been received from members pursuant to Section 257 of the Companies Act, 1956, proposing the appointment of Ms. Shobana Kamineni and Mr. Deepak Vaidya as Directors of the Company, liable to retire by rotation.

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Ms. Suneeta Reddy, Mr. S. Regunathan, Prof. Ranjit Roy Chaudhury and Mr. Satnam Arora, Directors of the Company shall retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election.

Resolutions seeking approval of the shareholders for the appointment /re-appointment of Directors have been incorporated in the notice of the Annual General Meeting.

The information on the particulars of the Directors seeking appointment /re-appointment, as required under clause 49 of the Listing Agreement, has been furnished in the notice to the shareholders for the Annual General Meeting.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

INSURANCE

All properties and insurable assets of the Company, including Building, Plant & Machinery and Stocks have been adequately insured, wherever necessary.

The Company also has a professional indemnity insurance policy to cover the risk on account of claims filed against the company in consumer courts.

RESEARCH & DEVELOPMENT

The Company is running a multi super- specialtyHospital and is not engaged in any major research & development activity. However, the Hospital continues to be a major centre for international clinical trials.

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to be cordial during the year under review.

ACKNOWLEDGEMENT

The Directors wish to thank and deeply acknowledge the cooperation, assistance and support extended by the financial institutions, banks, the Government of Delhi and the Union Government.

The Directors also wish to place on record their appreciation for the overall support and cooperation received from the employees at all levels and the consultant doctors.

For and on behalf of the Board

P.K. Tripathi Chairman

Place : New Delhi Date : 1st August, 2012

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