Apollo Health and Lifestyle Limited...Author Sravani G Created Date 8/27/2018 11:14:15 AM

ANNUAL REPORT2017-18

Registered Office:

1-10-60/62, Ashoka Raghupathi Chambers, 5th Floor,

Begumpet, Hyderabad, Telangana - 500 016

Ph No: 040-4904 7777, Fax No: 4904 7744, www.apollohl.com,

Email ID: [email protected]

Apollo Health and Lifestyle Limited

CORPORATE INFORMATION

BOARD OF DIRECTORS

Mr.M.B.N.Rao Ms.Sangita Reddy Dr.Anupam Sibal Mr.Krishnan Akhileswaran Mr.Adam Sack Mr.Ellena Guy Mr.Ch.G.Krishna Murthy Dr.Arun Rai

Chairman Managing Director Director Director Director Director Independent Director Independent Director

BOARD COMMITTEES

Audit Committee

Mr.Ch.G.Krishna Murthy -Chairman Dr.Arun Rai -Member Mr.Adam Sack -Member Mr.M.B.N.Rao -Member

Nomination & Remuneration Committee

Mr.M.B.N.Rao -Chairman Dr.Arun Rai -Member Mr.Adam Sack -Member

Corporate Governance Committee

Mr.M.B.N.Rao -Chairman Dr.Arun Rai -Member Mr.Adam Sack -Member Dr.Anupam Sibal -Member

Investment Committee

Ms.Sangita Reddy -Chairperson Mr.Adam Sack -Member Mr. Krishnan Akhileswaran –Member

Corporate Social Responsibility Committee

Mr.M.B.N.Rao -Chairman Ms.Sangita Reddy -Member Mr.Adam Sack -Member

AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants

BANKERS Yes Bank Limited HDFC Bank Limited ICICI Bank Limited

REGISTERED OFFICE

1-10-60/62, Ashoka Raghupathi Chambers, 5th Floor, Begumpet, Hyderabad,Telangana-500 016

NOTICE TO THE SHAREHOLDERS

NOTICE is hereby given that the “17th Annual General Meeting” of the Company will be held on 18th

September, 2018 at 11.00 A.M at Board Room, Apollo Health City, Jubilee Hills, Hyderabad- 500 033, to

transact the following business:

ORDINARY BUSINESS:

Item No.1 To consider and adopt the Annual Financial Statements of the Company for the period ended 31st March, 2018 and the Board of Director’s Report and Auditor’s Report thereon.

Item No.2 To elect a Director in place of Dr.Anupam Sibal, who retires by rotation and being eligible offers himself for re-election.

Item No. 3 To ratify the appointment of Auditors to hold office from the conclusion of 17th Annual General Meeting until the conclusion of 18th Annual General Meeting and to fix their remuneration “RESOLVED THAT pursuant to the applicable provisions of Companies Act, 2013 (including any statutory modification or re-enactment thereof, for the time being in force), in line with the resolution passed by the Board in their meeting held on 16th May, 2018, the Company hereby ratifies the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (FRN/Mem.No 117366W/W100018), as Auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company to be held in the year 2019.

SPECIAL BUSINESS:

Item No.4 Ratification of Cost Auditors Remuneration To consider and if though fit, to pass with or without modification(s), the following resolution as Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, Mr.A.N.Raman, Cost Accountant appointed as Cost Auditors by the Board of Directors of the Company to audit the cost records of the Company for the financial year 2018-19, be paid a remuneration of Rs.1,05,000 lac per annum plus applicable Tax and out of pocket expenses that may be incurred.” “RESOLVED FURTHER THAT Ms.Sangita Reddy, Managing Director or Mr.D.V.Sivaram Company Secretary of the Company be and is hereby authorized to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

Item No.5 To take note of the ESOP Certificate The Certificate obtained from Chartered Accountant certifying the compliance as per Companies Act, 2013 on ESOP’s allotment as required by Clause 18.3 of AHLL Employees Stock Option Plan-2012 is enclosed for Shareholders perusal.

Place: Hyderabad For and on behalf of the Apollo Health and Lifestyle Limited Date: 27.08.2018

Sd/-

Ms.Sangita Reddy Managing Director

DIN: 00006285

Notes 1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy and such

proxy need not be a member of the Company. 2. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead

of himself and the proxy need to be a member of the Company. 3. Statement pursuant to Section 102 of the Companies Act 2013 in respect of the special business

is set out hereunder. 4. All documents referred in the notice will be available for inspection at the registered office

during normal business hours on working days up to the date of Extra-ordinary General Meeting. 5. Route map of the Venue of Extra ordinary General Meeting is enclosed.

Explanatory Statement (Pursuant to Section 102 of the Companies Act, 2013) As required by Section 102 of the Companies Act, 2013, (hereinafter referred to as ”the Act”) the following Explanatory Statements set out all material facts relating to the business mentioned under Item No. 4 & 5 of the accompanying Notice dated 27.08.2018 Item No.4 The Board of Directors of the Company on the recommendation of the Audit

Committee have approved the appointment of Mr.A.N.Raman, Cost Auditor in the Board Meeting held on 17.08.2018 for the Financial Year 2018‐19 at a remuneration of Rs. 1,05,000 per annum plus applicable Tax and out of pocket expenses that may be incurred. As per Rule 14 of the Companies (Audit and Auditors) Rules, 2013, the remuneration of the Cost Auditor is to be ratified by the shareholders in their meeting. Therefore, your Directors recommend the resolution for your approval. None of the Directors of the Company may be deemed to be concerned or interested in the resolution except to the extent of their shareholding in the Company.

Item No.5 As per the ESOP Plan of the Company, a Certificate obtained from a Chartered Accountant certifying the compliance as per Companies Act is to be placed before the shareholders in every AGM. Certificate obtained from a Chartered Accountant is annexed to this Notice for shareholders perusal. None of the Directors of the Company may be deemed to be concerned or interested in the resolution except to the extent of their shareholding in the Company.

DIRECTORS’ REPORT

To,

The Members,

Your Directors have pleasure in presenting their Seventeenth Report on the business and operations of your Company for the period ended March 31, 2018.

STATE OF COMPANY’S AFFAIRS

Financial Performance

*Previous year figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure. Your Directors’ have noted that the business is currently making losses but are satisfied with the path to Break even and profitability through volume growth, improvement in gross margin and Cost reduction initiatives over the next couple of years.

OPERATIONAL PERFORMANCE

Particulars Clinic Diagnostics Cradle Spectra Dental Dialysis Sugar

Owned Centers 33 COCO- 64, NRL – 1, RRL – 5, SL – 23,

10 11 71 8 29

(Rs. in million)

Particulars Consolidated Standalone

2017-18 2016-17* 2017-18 2016-17*

Revenue from Operations

4,589 3,854 1,509 1,349

Other Income 123 69 61 226

Total Revenue 4,712 3,923 1,570 1,576

Profit/Loss before Tax (1,682) (1,817) (473) (452)

Total Tax Expense (25) (5) (12) -

Net Profit after tax & before prior period items

(1,657) (1,813) (461) (452)

Earnings per share

‐Basic (Rs.) (14.70) (22.63) (4.21) (5.78)

Franchise Centers

39 FOFO – 216, PCL – 5, HLM - 20

1 1 - - 0

Number of Surgery Centers

- - 9 12 - - -

Number of Doctors

926 89 654 1400 518 18 65

Number of Employees

726 870 662 480 204 88 194

Walk-ins per day

1430

2754 335 740 120 147 520

CHAIRMAN’S REPORT

The growth of the urban middle class in India is creating expectations from healthcare providers. Customers are seeking greater convenience, a better service experience, are becoming more brand conscious and time is becoming more precious. Whilst their expectations are evolving, there is a change in the disease pattern in these markets, with NCDs becoming the single biggest threat to the health of Indians. Your company is growing a network of formats that address the evolving the customer needs and also the growing burden of NCDs.

Primary Care:

This represents a very large opportunity with the private primary care market estimated to be more than Rs.900 bn. With a major part of it still unorganized. There are no integrated care models currently even though these are well established in the U.S. The Apollo Clinic is a trusted brand when it comes to family medicine and primary care. It creates the bridge between patients and Apollo Hospitals. The Apollo Clinics will become a platform to address future healthcare challenges in India, particularly as we see a growth in non-communicable, lifestyle and chronic diseases. Finally, we believe that the low penetration of preventive healthcare is a key area to address, driving adoption of preventive health checks and vaccination. Apollo Clinics has owned clinics in hospital centric clusters, eg Chennai, Hyderabad, Bangalore, Delhi, Pune. Franchise clinics are being established in Tier 2 / 3 towns where only 1‐2 clinics per town are feasible. These will act as feeder markets for the tertiary care hospitals. This will increase the reach and presence of Apollo Clinics as a brand as well as address the glaring issue of inadequate healthcare accessibility.

With growing awareness around preventive healthcare, the growing Apollo Clinic network, 72 clinics strong, is well poised to serve the preventive, chronic as well as acute healthcare needs of customers and with a plan to expand through various formats, Apollo Clinic is set to increase the accessibility of quality primary care to the customers.

The Diagnostics market represents a significant opportunity with the market size estimated at Rs.140 bn and around 80% of the same being unorganized. With the organised sector growing at > 30% pa, the opportunity to create a retail diagnostics brand is significant. Apart from being a large market, there is a strong synergy with our other businesses such as Apollo Clinics and other business units of the group. There are currently 4 large national players in Indian market, but they are primarily North and West India focused; leaving large opportunity for us in south and east India markets. Apollo diagnostics is building a large network in its geographies and plans to be amongst the top players in this market. Our business model at Apollo diagnostics is focused on building a pathology lab business with a consumer centered approach. The model will be to create network of company owned labs with a frontend franchisee collection centers model; building networks up to tier II and tier III towns in each state. The aim is to build a network of around 2000 collection points in 5 years with a processing lab present to serve the geographies efficiently. Within first 3 years of operations, Apollo Diagnostics has already created a network of more than 400 touch points across 50+ cities in over 10 states. At the end of March 2018, it runs 29 laboratories and 20 HLM (Hospital Lab Management) centers with a network of more than 250 collection centers around them.

With a rapidly changing health care delivery model, treatment offerings for diabetes are also changing. Apart from the traditional modes of personalised treatment offered by doctors, digital solutions targeted at monitoring patient lifestyles and remote monitoring of patient vitals is also poised to assume significance as far as health care delivery modes are concerned. Apollo Sugar clinics limited is well positioned in offering health care delivery solutions in the digital space as well with its connected Glucometer devices & call centres both focused on a patient centric approach.

Apollo Cradle, a hospital for women and children, offers services of International standards in a premium environment while creating an unforgettable experience for the mother and her family. Apollo Group was the pioneer in establishing boutique birthing hospitals in India with the first Apollo Cradle

opening in New Delhi in 2002. The concept is well accepted in urban markets and is indeed another stride towards the emergence of specialized hospitals. Apollo Cradle has been able to differentiate itself by bringing the best clinical care to patients while adding to it all the luxury and experience components which women are looking for today. It is focused on the holistic care for Women, right from her early 20’s to late 50’s and comprehensive care for the child in the initial years of life. Today, the country presents a huge opportunity for the premium maternity / delivery market. Apollo Cradle has successfully grown the network in the last few years and will continue to plan to grow with a clear focus on the top 27 to 30 Indian cities.

The market for short stay surgeries has grown in India over time, with Apollo Spectra leading the way as being the largest chain of hospitals proving short-stay surgical services across departments – Orthopedics, General Surgery, Urology, ENT and Bariatric. The ease of access, faster discharge, access to top-end infrastructure, lower susceptibility to infections within the premise of a much less intimidating environment has made patients chose short-stay format over traditional tertiary care hospitals. At the same time, from provider perspective the model is working due to lesser overhead costs, faster turnaround, and higher utilization. For the same reasons and the backing of Apollo brand name, Apollo Spectra continues to maintain its stronghold in the field with their 12 centers spread across 9 major cities of India. The advantages have attracted a number of leading hospitals to open separate departments for short stay service but no other institution offers these services on the same scale as Apollo Spectra chain.

Apollo Dialysis continues to provide high quality dialysis services through its small network of centres. In this year, the company put in effort to reduce the cost of delivery and hence enable it to effectively compete for government sponsored Public – Private partnership opportunities. Company is happy to announce that the company won the tender to establish and operate for 5 years fourteen dialysis units in Andhra Pradesh.

Apollo White Dental had another tough year of performance. The leadership vacuum was the primary reason for poor implementation of a number of strategies that were approved by the Board. Towards the end of the year, the company onboarded a very season leader who has deep experience in building retail healthcare businesses. The company has developed its agenda with a focus on strengthening the Dr model, clinical processes and streamlining procurement. The management is confident that it will be able to turnaround the performance of the company in the coming year.

The company is well positioned to capture the rapidly growing opportunity across formats that address primary and specialty care needs of the community, offering healthcare solutions in convenient, neighborhood centres. Also, the company will play a pivotal role in expanding Apollo’s commitment of touching lives, and serving the population of this country.

Board Composition:

The following is the composition of Board of Directors of your Company:

i. Mr.M.B.N.Rao – Chairman & Independent Director ii. Ms.Sangita Reddy – Managing Director iii. Dr. Anupam Sibal – Director iv. Mr.Krishnan Akhileswaran – Director v. Mr.Adam David Sack – Director vi. Mr.Ellena Guy – Director vii. Dr.Arun Rai – Independent Director viii. Mr.Ch.G.Krishna Murthy – Independent Director

1. Particulars of Committees:

Audit Committee:

As per Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 the Company is required to constitute an Audit Committee. The following is the composition of Audit Committee of your Company:

i. Mr. Ch.G. Krishna Murthy – Chairman ii. Dr. Arun Rai iii. Mr.Adam Sack iv. Mr.M.B.N Rao

Nomination and Remuneration Committee:

As per Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 the Company is required to constitute a Nomination and Remuneration Committee. The following is the composition of Nomination and Remuneration Committee of your Company:

i. Mr.MBN Rao – Chairman ii. Dr.Arun Rai iii. Mr.Adam Sack

Corporate Governance Committee:

A committee constituted voluntarily by the Company to oversee the Corporate Governance aspects of the Company and its group companies. The following is the composition of Corporate Governance Committee of your company:

i. Mr.M.B.N.Rao – Chairman ii. Dr. Arun Rai iii. Mr.Adam Sack iv. Dr.Anupam Sibal

Investment Committee:

A committee created voluntarily by the Company in order to approve any CAPEX which is beyond Rs. 2 crores. The following is the composition of Investment Committee of your company:

i. Ms. Sangita Reddy – Chairperson ii. Mr.Adam Sack iii. Mr.Krishnan Akhileswaran

Corporate Social Responsibility Committee:

As per Section 135 of the Companies Act, 2013 the Company is required to constitute a Corporate Committee. The following is the composition of Corporate Social Responsibility Committee of your Company:

i. Mr.MBN Rao – Chairman ii. Ms.Sangita Reddy iii. Mr.Adam Sack

2. Dividend

The Company has not declared any dividend during the Financial Year.

3. Extract of the Annual Return as per 92(3), Rule 12 in form MGT 9 – 134(3)(a) Enclosed to the report as Annexure‐I

4. Number of meetings of the Board

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

5. Director’s Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub section (3) of section 134 of the Companies Act, 2013, shall state that –

a. in the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and the statement of profit and loss for the Company for the period from 1st April 2017 to 31st March 2018;

c. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. The directors prepared the annual accounts on a going concern basis.

e. The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;

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

Meetings of Board including Committee Meetings

S. No. Board Meeting Audit Committee Meeting

Nomination and Remuneration

Committee

Investment Committee

Meeting

Independent Directors Meeting

1 24.05.2017 24.05.2017 29.06.2017 28.12.2017 08.11.2017

2 29.06.2017 29.06.2017

3 08.08.2017 08.08.2017

4 09.11.2017 08.11.2017

5 08.02.2018 08.02.2018

6 09.03.2018

6. Statement on the Declaration given by the Independent Directors as per Section 149(6).

The Company has appointed Mr. Ch.G.Krishna Murthy, Dr. Arun Rai and Mr.MBN Rao, as Independent directors as per the provisions of section 149, 152, 160 and other applicable provisions if any and accordingly the Company has received declarations u/s 149 (6) of Companies Act, 2013 from them.

7. Company’s Policy on Directors’ Appointment & Remuneration, including the criteria for determining Qualifications, Positive Attributes, Independence of the Directors and others as per 178(4)

The Company appointed nomination and remuneration committee. The nomination and remuneration committee has been entrusted with the following responsibilities:

I. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommended to the Board their appointment and removal and shall carryout evaluation of every director’s performance.

II. Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board a policy, relating to remuneration for the directors, key managerial personnel and other employees. The remuneration committee while formulating the policy shall ensure that –

i. the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

ii. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iii. remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long‐term performance objectives appropriate to the working of the company and its goals:

8. Explanation/ comments by the Board on every Qualifications, Reservations, Adverse Remarks or Disclaimers made by the Statutory Auditors & the Practicing Company Secretary in their Reports

There are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditors and Secretarial Auditors. Hence, no explanation/comments by the Board. The Secretarial Audit Report is annexed to the Report in Annexure-II.

9. Particulars of the Loans, Guarantees, Security or Investments and the purpose for which the Loan, Guarantee or Security is proposed to be utilized by the recipient as per section 186

The Company has not given any unsecured loans during the period under review within the meaning of Section 186.

10. Particulars of Contracts or Arrangements with the Related Parties along with the justification for entering into such transactions as per 188(1) – 134(3)(h)& Rule 8(2)

Company has transactions with Related Parties, which were continuing from previous financial years. However all the transactions are entered under ordinary course of business

and are at arm’s length transactions. Therefore, consent of the shareholders under Section 188 does not require. The particulars of contracts or arrangements with related parties referred to in sub‐section (1) of Section 188 are prepared in Form No. AOC‐2 pursuant to clause (h) of sub‐section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 and the same is enclosed as Annexure‐III to this Report.

11. Amount proposed to be carried to Reserves

Nil

12. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition &

Redressal) Act, 2013:

The Company has in place an Anti‐Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Compliants Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of Sexual Harassment complaints received and disposed off during each calendar year:

No. of complaints received : NIL

No. of compliants disposed off : NIL

13. Material changes & commitments, if any affecting the financial position of the company, occurred between the end of the financial year to which this financial statements relate and the date of the Report

There are no material changes & commitments affecting the financial position of the Company between the end of the Financial Year and the date of the report.

14. Conservation of energy, Technology absorption, Foreign Exchange Earnings and Outgo

Since the Company is engaged in the activities of Service Sector, the Company is not required to furnish the particulars with respect to the Conservation of Energy and the particulars of Technology Absorption. However the Company is making necessary efforts to conserve the energy and absorb the latest Technology in all its activities

Foreign exchange earnings : Rs. Nil Outgo : Rs. Nil

15. Development and implementation of a Risk Management Policy, including the identification

therein of the elements of risk, which in the opinion of the Board may threaten the existence of the Company

A statement indicating the development and implementation of a risk management policy for the company including identification of elements of risk as per Section 134 of the Companies

Act, 2013. The Company has in place proper risk management policy which identifies and addresses the elements of risks.

16. Details of the policy developed and implemented on the CSR and the initiatives taken, Composition of CSR Committee

As per the provisions of Companies Act, 2013 the company has constituted a CSR Committee and there being no profits the Company has not spent any amount on CSR Activities.

17. Performance & Financial Position of the Subsidiaries/ JVs/ Associate Companies

The Company has the following Subsidiary Companies and Associates Companies as on 31st

March, 2018.

Subsidiaries:

a. Alliance Dental Care Limited

b. Apollo Dialysis Private Limited

c. Apollo Sugar Clinics Limited

d. Apollo Specialty Hospitals Private Limited

Associate

e. Apollo Bangalore Cradle Limited

f. Kshema Healthcare Private Limited

The financial position of the Subsidiaries/JV’s/Associate Companies is as per Annexure IV.

18. Change in the nature of business, if any

There is no change in the nature of business during the year.

19. Details of the Directors/ KMP – Appointed and Resigned – Rule 8(5)(iii)

Directors Appointed during the year: None

Key Management Personnel appointed during the year: None

The Company has the following Key Managerial Personnel:

i) Mr. Neeraj Garg – Chief Executive Officer ii) Mr. C.V. Ram – Chief Financial Officer iii) Mr.D.V.Sivaram – Company Secretary

Names of the Companies which have ceased to be Subsidiaries/ JVs/ Associates – None.

20. Details of the Deposits as per the Chapter V

The Company doesn’t have any deposits as per the Chapter V during the year.

21. Details of the Deposits not in compliance of requirements of Chapter V of the Act

The Company doesn’t have any deposits during the year and hence, compliance of requirements of Chapter V is not applicable to the Company.

22. Details of the Significant & Material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status of Company’s operations in future

There are no significant & material orders passed by the Regulators/Courts/ Tribunals impacting the going concern status of the Company’s operations in future during the year.

23. Details in respect of the adequacy of Internal Financial Controls with reference to the Financial Statements – Rule 8(5)(viii)

The Company has adequate internal controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

The Company is considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India”] for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act as specified u/s 133 of Companies Act 2013. The Company has its own corporate internal audit function to monitor and assess the adequacy and effectiveness of the Internal Controls and System across all key processes covering various locations. Deviations are reviewed periodically and due compliance ensured. Summary of Significant Audit Observations along with recommendations and its implementations are reviewed by the Audit Committee and concerns, if any, are reported to Board.

24. The fact of resignation of any Director – 168(1)

During the year, no Director has resigned from the office.

25. Disclosure regarding receipt of commission by a director from the holding or subsidiary of a company, in which such person is a managing or whole‐time director

There is no director who has received commission from the holding, subsidiary of a company during the year.

26. Manner of Formal Annual Evaluation of Own Performance of the Board, Committees and Individual Directors

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee. None of the independent directors are due for re‐appointment.

Mechanism of evaluating Board Members:

One of the key functions of the Board is to monitor and review the board evaluation framework. The Board works with the nomination and remuneration committee to lay down the evaluation criteria for the performance of executive/non‐executive/independent directors through a peer‐evaluation excluding the director being evaluated through a Board effectiveness survey. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement. Each Board member is requested to evaluate the effectiveness of the Board dynamic and relationships, information flow, decision making of the directors, relationship to stakeholders, company performance, company strategy, and the effectiveness of the whole Board and its various committees on a scale of one to five. Feedback on each director is encouraged to be provided as part of the survey.

Independent directors are evaluated on the basis of:

Ability to contribute to and monitor our corporate governance practices.

Active participation in long‐term strategic planning

Commitment to the fulfillment of a director’s obligations and fiduciary responsibilities; these include participation in Board and committee meetings.

27. Statutory Auditors

The Company has appointed M/s. Deloitte Haskins & Sells LLP (FRN/Mem.No: 117366W/W100018) in the 16th Annual General Meeting, to hold the office from the 16th Annual General Meeting till the conclusion of 21st Annual General Meeting. The Board has considered and ratified the appointment of Statutory Auditors and recommend the appointment for ratification of shareholders.

28. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Directors had, on the re‐commendation of the Audit Committee, appointed Mr.A.N.Raman, Cost Accountant, Chennai (Registration Number: 102111) to audit the cost accounts of the Company for the financial year 2018-19 on a remuneration of Rs.1,05,000 per annum plus applicable tax

& out of pocket expenses.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the members for their ratification. Accordingly, a resolution seeking member’s ratification for the remuneration payable to Mr.A.N.Raman, Cost Accountant, Chennai is included in the Notice convening the Annual General Meeting.

29. Employee’s stock options

Details of the Employee’s Stock Options are required to be disclosed under Rule 9 of the Companies (Share Capital & Debentures) Rules, 2014 are produced below:

Name of the Employee

Designation ESOPs

Granted

ESOPs

Vested

ESOPs

exercised

Exercise Price

Amount Paid

Mr. Sudhir M Diggikar

Whole –Time Director resigned w.e.f. 30th November, 2015

97,349 97,349 97,349 Rs.30 29,20,470

Mr.C.V.

Ram

CFO‐ Senior Management Personnel

97,349 97,349 48,674 Rs.30 14,60,220

Total 1,94,698 1,94,698 1,46,023 43,80,690

Further Mr. Neeraj Garg, CEO of the Company has been granted Employee Stock Options of 4,12,500 (75% on time & 25% on performance) as per terms and

conditions of his appointment letter dated 1st June 2013. The following are the vesting dates for the same. 01.06.2014; 01.06.2015; 01.06.2016; 01.06.2017 @ 82,500 ESOPs on each vesting date. Out of the ESOPs so granted the following table reflects the ESOPs granted, vested and exercised as on dates:

Name of the Employee

Designation ESOPs

Granted

ESOPs

Vested

ESOPs

exercised

Exercise Price

Amount Paid

Mr. Neeraj Garg

CEO‐Senior Management Personnel

4,12,500 4,12,500 3,30,000 Rs.30 99,00,000

Additionally, as per the ESOP’s Plan that was adopted in 2012 requires the following disclosures to be made in the Director’s Report:

Pricing Formula/Method Discounted Cash Flow Method

Variation of terms of options The options granted are governed by the ESOP’s Plan

Total number of shares arising as a result of exercise of option

4,76,023

Diluted EPS pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20

(14.70)

30. Particulars of Employees

There is no employee of the Company who has received the remuneration of Rs. 1.02 Crores per annum or Rs. 8.5 Lakhs per month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 except the Mr.Neeraj Garg, CEO of the Company as follows:

Particulars Details

Designation of the employee Chief Executive Officer

Remuneration received 2,04,97,509

Nature of employment, whether contractual or otherwise

Permanent Employee of the Company

Qualifications and experience of the employee

Mr.Neeraj Garg holds an MBA and has over 20 years of experience.

Date of commencement of employment 28.11.2014

Age of such employee 46 years

Last employment held by such employee before joining the company

Abbott Labs

Percentage of equity shares held by the employee in the company within the meaning of Rule 5(2)(iii) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Not Applicable

whether any such employee is a relative of any director or manager of the company and if so, name of such director or manager

No

31. Vigil Mechanism

As per the provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 the Company has a Whistle Blower Policy which also serves as a Vigil Mechanism (adopted in the Board Meeting held on 2nd November, 2016).

Acknowledgments

Your Directors thank the company clients, Vendors and Bankers for their continued support during the year. Your Directors thank the Central Government, State Government and other Government Agencies for their support and look forward for their continued support in future.

Your Directors place on record their appreciation of the contribution made by employees at all levels, who through their competence, hard work, solidarity, co‐operation and support have enabled the company to achieve the growth.

For and on behalf of the Board of Directors Apollo Health and Lifestyle Limited

Place: Hyderabad

Sd/-

Sd/-

Date: 17.08.2018 Sangita Reddy

Managing Director

DIN: 00006285

Krishnan Akhileswaran

Director

DIN: 05299539

ANNEXURE-I

FORM MGT-9

Extract of Annual Return

As on the Financial Year ended 31st March, 2018

[Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management

and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS

CIN U85110TG2000PLC115819

Registration Date 10.11.2000

Name of the Company Apollo Health and Lifestyle Limited

Category/ Sub-Category of the Company Non-Government Company

Address of the Registered Office and contact

details

1-10-60/62, Ashoka Raghupathi Chambers, 5th

Floor, Begumpet Hyderabad Hyderabad TG 500016

IN

Whether Listed Company No

Name, Address and Contact details of

Registrar and Transfer Agent, if any

Karvy Computershare Private Limited

“Karvy Selenium Tower B”, 8th Floor, Plot No. 31 &

32, Gachibowli, Financial Distirct, Nanakramguda,

Serilingampally, Hyderabad – 500 032, Telangana

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 100% or more of the total turnover of the Company shall be

stated:

Sl.No Name and Description of main

products/ services

NIC Code of the

Product/ Service

% of the Total

Turnover of the

Company

1. Hospital Activities 86100 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

S.No Name and Address of

the Company CIN/GLN

Holding/Subsi

diary/

Associate

% of

shares

held

Applicable

Section

1. M/s. Apollo Hospitals

Enterprise Limited

L85110TN1979PLC008035 Holding 68.64 2(79)

Address: 19, Bishop

Gardens, R.A.Puram,

Chennai, TN- 600 028

2. M/s.Apollo Sugar

Clinics Limited

Address: 1-10-60/62,

Ashoka Raghupathi

Chambers, 5th Floor,

Begumpet,

Hyderabad,

Telangana-500 016

U85110TG2012PLC081384 Subsidiary 80 2(87)

3. M/s. Apollo Dialysis

Private Limited

Address: No.68/1,

Loyal Towers, 4th

Floor, East Wing,

MNO Complex,

Greams Road,

Chennai, Tamil Nadu-

600 006

U85100TN2014PTC095571 Subsidiary 70 2(87)

4. M/s.Alliance Dental

Care Limited

Address: 1-10-60/62,

Ashoka Raghupathi


Begumpet,

Hyderabad,

Telangana-500 016

U85120TN2002PLC049414 Subsidiary 70 2(87)

5. M/s. Apollo Specialty

Hospitals Private

Limited

Address: 1-10-60/62,

Ashoka Raghupathi


Begumpet,

Hyderabad,

Telangana-500 016

U85100TG2009PTC099414 Subsidiary 99.92 2(87)

6 Apollo Bangalore

Cradle Limited

Address: 1-10-60/62,

Ashoka Raghupathi


Begumpet,

Hyderabad,

Telangana-500 016

U85110TG2011PLC077888 Associate - -

7 Kshema Healthcare

Private Limited

Address: 1-10-60/62,

Ashoka Raghupathi


Begumpet,

Hyderabad,

Telangana-500 016

U85110TG2006PTC119295 Associate - -

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of

Shareholders No. of Shares held at the beginning of the Year No. of Shares held at the end of the year

%

Change

during

the year

Demat Physical Total

% of

Total

Shares

Demat Physical Total

% of

Total

Shares

A.Promoters

(1)Indian

a)Individual/HUF 0 30 30 0 0 30 30 0 0

b)Central Govt. 0 0 0 0 0 0 0 0 0

c)State Govt (s) 0 0 0 0 0 0 0 0 0

d)Bodies Corporate 75239828 0 75239828 68.64 75239828 0 75239828 68.64 0

e)Banks/FI 0 0 0 0 0 0 0 0 0

f)Any others

Sub-Total (A)(1):- 75239828 30 75239858 68.64 75239828 30 75239858 68.64 0

(2)Foreign

a)NRI’s- Individuals 0 0 0 0 0 0 0 0 0

b)Other-Individuals 0 0 0 0 0 0 0 0 0

c)Bodies Corporate 0 0 0 0 0 0 0 0 0

d)Bank/FI 0 0 0 0 0 0 0 0 0

e)Any other 0 0 0 0 0 0 0 0 0

Sub-Total (A)(2):- 0 0 0 0 0 0 0 0 0

Total Shareholding

of Promoter

(A)=(A)(1) + (A) (2)

75239828 30 75239858 68.64 75239828 30 75239858 68.64 0

B.Public

Shareholding

1.Institutions

(a)Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks/FI 0 0 0 0 0 0 0 0 0

(c) Central Govt. 0 0 0 0 0 0 0 0 0

(d) State Govt. 0 0 0 0 0 0 0 0 0

(e) Venture Capital

Funds

0 0 0 0 0 0 0 0 0

(f)Insurance

Companies

0 0 0 0 0 0 0 0 0

(g) FII’s 0 0 0 0 0 0 0 0 0

(h)Foreign Venture

Capital Funds

0 0 0 0 0 0 0 0 0

(i)Others (Specify)

-International

Finance Corporation

- IFC EAF Apollo

Investment Company

16865510

16865510

33731020

30.77

16865510

16865510

33731020

30.77

0

Sub-Total (B) (1):- 16865510

16865510

33731020

30.77 16865510

16865510

33731020

30.77 0

2.Non-Institutions

a)Bodies Corporate 0 0 0 0 0 0 0 0 0

i)Indian 0 0 0 0 0 0 0 0

ii)Overseas 0 0 0 0 0 0 0 0 0

b)Individuals

i)Individuals

shareholders holding

nominal share capital

upto Rs. 1 Lakh

0 0 0 0 10 0 10 0 0

ii)Individual

shareholders holding

nominal share capital

in excess of Rs. 1

Lakh

569678 73011 642689

0.59 569678 73011 642689

0.59 0

c)Others (Specify) 0 0 0 0 0 0 0 0 0

Sub-Total (B) (2):- 569688 73011 642699 0.59 569688 73011 642699 0.59 0

Total Public

Shareholding

A= (B) (1) + (B)(2)

17435198 16938521 34373719 31.36 17435198 16938521 34373719 31.36 0

C.Shares held by

Custodian for GDR’s

& ADR’s

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 92675026

16938551

109613577

100 92675026

16938551

109613577

100 0

(i) Shareholding of Promoters

Shareholding of Promoters

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

Sl.

No.

Shareholding at the beginning

of the year

Cumulative Shareholding during the

year

No. Of shares % of total

shares of the

company

No. Of shares % of total

shares of the

company

Sl

No.

Shareholder’s

Name


of the year

Shareholding at the end of the

year %

change

in

share

holding

during

the

year

No. of

Shares

% of total

Shares of

the

company

%of

Shares

Pledged /

encumber

ed

to total

shares

No. of

Shares

% of

total

Shares of

the

company

%of Shares

Pledged /

encumbere

d

to total

shares

1 M/s.Apollo

Hospitals Enterprise

Limited

75239828

68.64 - 75239828

68.64 - -

2 Dr.Prathap C Reddy 10 - - 10 - - -

3 Mrs.Sucharitha

Reddy

- - - - - - -

4 Mrs. Preetha Reddy 10 - - 10 - - -

5 Mrs. Suneeta Reddy 10 - - 10 - - -

6 Mr.K.Padmanabhan - - - - - - -

7 Mr.P.B.

Subramanian

- - - - - - -

8 Mr.K.Venkataraman

Nivarthy

- - - - - - -

A) Dr.Prathap C Reddy

1 At the beginning of

the year 10 - - -

2 Date wise Increase /

Decrease in Promoters

Shareholding during the

year specifying the

reasons for increase /

decrease (e.g. allotment

/transfer / bonus/ sweat

equity etc):

No change during the reporting period.

3 At the End of the year 10 - - -

B) Ms.Preetha Reddy


the year 10 - -




year specifying the




equity etc):


3 At the End of the year 10 - -

C) Ms. Suneeta Reddy


the year 10 - -




year specifying the




equity etc):


3 At the End of the year 10 - -

(ii) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of

GDRs and ADRs):

Sl.

No.

For Each of the Top 10

Shareholders


of the year


year

No. of shares % of total

shares of the

company


shares of the

company

A) M/s. Apollo Hospitals Enterprise Limited


the year

75239828

68.64

75239828

68.64

2 Date wise Increase / Decrease

in Promoters Shareholding

during the year specifying the




equity etc):

No change during the Reporting period.

3 At the End of the year 75239828

68.64

75239828

68.64

B) Mr.Neeraj Garg


the year

496666

0.45

496666

0.45







equity etc):


3 At the End of the year 496666

0.45

496666

0.45

C) Mr.Sudhir M Diggikar


the year

97,349

0.09

97,349

0.09







No change during the Reporting Period.

equity etc)

3 At the End of the year 97,349 0.09 97,349 0.09

D) Mr.C.V.Ram

1 At the beginning of the year 48,674 0.04 48,674 0.04







equity etc)



D) International Finance Corporation


the year 16,865,510 15.39 16,865,510 15.39







equity etc):


3 At the End of the year 16,865,510 15.39 16,865,510 15.39

E) IFC EAF Apollo Investment Company


the year 16,865,510 15.39 16,865,510 15.39







equity etc):



(v) Shareholding of Directors and Key Managerial Personnel:

Sl.

No.

For Each of the Directors

and KMP


of the year


year


shares of the

company


shares of the

company

A) Ms.Suneeta Reddy

1 At the beginning of the year 10 - 10 -







equity etc):


3 At the End of the year 10 - 10 -

B) Ms. Sangita Reddy


the year 10 - 10 -







equity etc):


3 At the End of the year - - 10 -

C) Mr.C.V.Ram

1 At the beginning of the year 48,674 0.04 48,674 0.04







equity etc):



D) Mr.Neeraj Garg

1 At the beginning of the year 496666 0.45 496666 0.45







equity etc):



V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 510000000 8800000 -

518,800,000

ii) Interest due but not paid -

290,264,093

- 290,264,093

iii) Interest accrued but not due 3,155,199 - 3,155,199

Total (i+ii+iii) 513,155,199

299,064,093

- 812,219,292

Change in Indebtedness during the financial year

Addition 100,000,000

100,000,000 - 200,000,000

Reduction - 1350000 - 1350000

Net Change 100,000,000 101,350,000 - 201,350,000

Indebtedness at the end of the financial year

i) Principal Amount 609,959,375 107,450,000 - 717,409,375

ii) Interest due but not paid -

292,326,943

- 292,326,943

iii) Interest accrued but not due 4,424,303 - - 4,424,303

Total (i+ii+iii) 614,383,678

399,776,942

- 1,014,160,620

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl.

no.

Particulars of

Remuneration

Name of MD/WTD/

Manager

Total

Amount

1. Gross salary

(a) Salary as per

provisions

contained in section

17(1) of

the Income-tax Act,

1961

- - - - -

(b) Value of perquisites

u/s

17(2) Income-tax Act,

1961

- - - - -

(c) Profits in lieu of

salary

under section 17(3)

Incometax

Act, 1961

- - - - -

2. Stock Option - - - - -

3. Sweat Equity - - - - -

4. Commission

- as % of profit

- others, specify…

- - - - -

5. Others, please

specify - - - - -

Total (A) - - - - -

Ceiling as per the Act

B. Remuneration to other directors:

Sl. no. Particulars of

Remuneration

Name of MD/WTD/

Manager

Total

Amount

1. Independent Directors

Fee for attending

board / committee

meetings

Commission

Mr.MBN Rao Dr.Arun Rai Mr.Ch.G.Krishna

Murthy

2,88,000 1,52,020 3,78,000 8,18,020

Others, please

specify

Total (1) 2,88,000 1,52,020 3,78,000 8,18,020

2. Other Non-Executive

Directors

Fee for attending

board / committee

meetings

Commission

Others, please

specify

- - -

- -

Total (2) - - - -

Total (B)=(1+2) 2,88,000 1,52,020 3,78,000 8,18,020

Total Managerial

Remuneration

2,88,000 1,52,020 3,78,000 8,18,020

Overall Ceiling as per the

Act

- - - -

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

Sl. no. Particulars of

Remuneration

Key Managerial Personnel

CEO Company

Secretary

CFO Total

1. Gross salary

(a) Salary as per provisions

contained in section 17(1) of

the Income-tax Act, 1961

15,082,909 2,456,117 8,618,865 26,157,891

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

39,600 32,400 39,600 111,600

(c) Profits in lieu of salary

under section 17(3) Income

tax Act, 1961

- - - -

2. Stock Option - - - -

3. Sweat Equity

4. Commission

- as % of profit

- others, specify…

- - - -

5. Others, please

Specify

Variable Pay

5,375,000

170,438

813,663

6,359,101

Total 20,497,509 2,658,955 9,472,128 32,628,592

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of

the

Companies

Act

Brief

Description

Details of

Penalty /

Punishment/

Compounding

fees imposed

Authority

[RD /

NCLT/

COURT]

Appeal made, if

any

(give Details)

Penalty

-NIL - Punishment

Compounding

C. OTHER OFFICERS IN DEFAULT

Penalty

-NIL- Punishment

Compounding

For and on behalf of the Board of Directors


Place: Hyderabad

Date: 17.08.2018

Sd/-

Sangita Reddy

Managing Director

DIN: 00006285

Sd/-

Krishnan Akhileswaran

Director

DIN: 05299539

Annexure-II

ANNEXURE –III

FORM NO. AOC-2

(Pursuant To Clause (h) Of Sub-Section (3) Of Section 134 Of The Act And Rule 8(2) Of The Companies

(Accounts) Rules, 2014)

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related

parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s

length transactions under third proviso thereto

1. There are no contracts/arrangements entered into by the company with related parties

referred to in sub-section (1) of section 188 of the Companies Act, 2013 which are not at

arms-length basis

2. Contracts/arrangements entered into by the company with related parties referred to in

sub-section (1) of section 188 of the Companies Act, 2013 which are at arms-length basis:

Sl.No Name(s) of the

related party and

Nature of

relationship

nature of

contracts/

arrangements/

transactions

Duration of

contracts/

arrangements/

transactions

Salient terms of the

contracts or

arrangements or

transactions including

the value, if any:

Date(s) of

approval by

the Board if

any

Amount

paid as

advances if

any

1

M/s. Apollo

Hospitals

Enterprise

Limited- Holding

Company

Commission on

pharmacy

revenue

Recurring Agreement dated 11th

November, 2016 Rs. 1,21,16,254

- -

Interest

Income

One-time Agreement dated 5th

December, 2017

Rs. 1,34,40,945

- -

Consultancy

Agreement

- -

Rs.5819760

- -

Purchase of

Medical

Consumables


November, 2016

Rs.39441735

Trade

receivables


November, 2016

Rs. 8064585

Interest

receivable

One-time Agreement dated

5/12/2017

Rs. 12219041

Trade Payable - -

Rs. 45821441

Interest

Payable

- -

Rs. 290264093

- -

Sale of Services - Agreement dated 11th

November, 2016

Rs.2975240

- -

2 Apollo Specialty

Hospitals Private

Limited –

Subsidiary

Company

Sale of services Recurring Agreement dated

26/08/2015

Rs. 73542391

-

Franchisee

services

charges

One-time -

Rs. 10918250

Royalty fees Recurring Agreement dated

9/1/2017

Rs. 5,00,000

Loan availed One-Time Agreement dated

28/12/2017

Rs. 100,000,0000

09.11.2017

Interest paid

on loans

One-Time Agreement dated

28/12/2017

Rs. 2292055

09.11.2017

Trade

receivable

Recurring Agreement dated

26/08/2015

Rs. 8282766

Trade Payable Recurring Agreement dated

Rs. 20797721

Interest One-Time Agreement dated 09.11.2017

Payable 28/12/2017

Rs. 2062849

3 Apollo Sugar

Clinics Limited –

Subsidiary

Company

Sale of Services Recurring Agreement dated

9/12/2016

Rs. 5407034

- -

Professional

fees to doctors


Rs. 775843

Expenses

recovered


Rs. 840,000

Trade

receivable


9/12/2016

Rs. 12,425,807

4 Apollo Bangalore

Cradle Limited-

Associate

Company

Sale of Services Recurring Agreement dated 1st

July, 2015

Rs. 12406685

-

Trade

receivable


1/7/2015

Rs. 11,166,017

-

5 Alliance Dental

Care Limited –

Subsidiary

Company

Rental Income Recurring -

Rs. 828,000

Royalty Fees Recurring Agreement dated

9/1/2017

Rs. 500,000

Professional

fees to doctors

Recurring -

Rs. 20098036

Trade payable Recurring -

Rs. 6607443

6

Apollo Dialysis

Private Limited –

Subsidiary

Company

Interest

Income


7/1/2016

Rs. 201,608

Laboratory

tests

-

Rs. 573,816

Royalty Fees Agreement dated

9/1/2017

Rs. 500,000

Trade

receivable

-

Rs.392,500

Trade payable -

Rs. 61,660

For and on behalf of the Board of Directors


Place: Hyderabad Sd/- Sd/-

Date: 17.08.2018 Sangita Reddy Krishnan Akhileswaran

Managing Director Director

DIN:00006285 DIN: 05299539

ANNEXURE-IV

FORM AOC-1

(Pursuant to first proviso to sub-section (3) of the Section 129 of the Companies (Accounts) Rules, 2014)

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of the Subsidiary Alliance Dental Care Limited

Apollo Dialysis Private Limited

Apollo Sugar Clinics Limited

Apollo Specialty Hospitals Private Limited

Reporting Period for the subsidiary concerned, if different from the holding company’s reporting period

2017-18 2017-18 2017-18 2017-18

Share Capital 43,519,100 47,914,860 36,680,000 2,518,050

Reserves & surplus 30,296,302 (6,969,921) 311,650,289 1,418,561,853

Total assets 360,246,066 85,034,445 457,561,504 3,584,405,479

Total Liabilities 286,430,664 44,089,500 109,231,215 2,163,325,575

Investments - - - -

Turnover 303,517,302 77,473,376 179,784,550 2,338,526,433

Profit before taxation (84,891,256) (10,544,324) (90,269,838) (988,904,517)

Provision for taxation (9,523) 2,317,705 (5,827,028) (8,855,090)

Profit after taxation (84,881,733) (12,862,029) (84,442,810) (980,049,427)

Proposed Dividend

% of shareholding 70.00 70.00 80.00 99.29

Note: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations - Nil 2. Names of subsidiaries which have been liquidated or sold during the year – Nil

Part “B”: Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Name of Associates/Joint Venture Apollo Bangalore Cradle Limited

Kshema Healthcare Private Limited

1.Latest Audited Balance Sheet - -

2. Shares of Associate/ Joint Ventures held by the Company on the year end

-

-

Number - -

Amount of Investment in Associates/Joint Ventures

- -

Extend of Holding% - -

3. Description of how there is significant influence

Associate Company Associate Company

4. Reason why the associate/joint venture is not consolidated

NA NA

5. Networth attributable to Shareholding as per latest audited Balance Sheet

- -

6. Profit / Loss for the year

i. Considered in Consolidation (33,617,274) -

ii. Not Considered in Consolidation

-

Note: The following information shall be furnished at the end of the statement:

1. Names of associates or joint ventures which are yet to commence operations - Nil

2. Names of associates or joint ventures which have been liquidated or sold during the year – Nil

Place: Hyderabad For and on behalf of the Board of Directors Date: 17.08.2018 Apollo Health and Lifestyle Limited

Sd/- Sd/-

Sangita Reddy Krishnan Akhileswaran Managing Director Director DIN: 00006285 DIN: 05299539

FORM NO. MGT-11

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management and Administration) Rules, 2014]

CIN: U85110TG2000PLC115819

Name of the Company: Apollo Health and Lifestyle Limited

Registered Office: 1-10-60/62, Ashoka Raghupathi Chambers, 5th Floor, Begumpet Hyderabad

Hyderabad TG 500016 IN

Name of the member(s):

Registered Address:

E-mail Id:

Folio No/ Client ID:

DP ID:

I/We, being the member(s) of ……………………………shares of the above named Company, hereby appoint

the following

1. Name: Address: Email Id: Signature…………………………………………..or failing him



As my/our proxy to attend and vote (on a poll) for me.us and on my/our behalf at the Seventeenth

Annual General Meeting of the Company, to be held on the Tuesday 18th Day of September, 2018 at

11.00 AM at Board Room, Apollo Health City, Jubilee Hills, Hyderabad- 500 033 and at any adjournment

thereof in respect of such resolutions as are indicated below:

Resolution No.1: To consider and adopt the Annual Financial Statements of the Company for the period

ended 31st March, 2018 and the Board of Director’s Report and Auditor’s Report thereon.

Resolution No.2: To elect a Director in place of Dr.Anupam Sibal, who retires by rotation and being

eligible offers himself for re-election.

Resolution No.3: To ratify the appointment of Auditors to hold office from the conclusion of 17th

Annual General Meeting until the conclusion of 18th Annual General Meeting and to fix their

remuneration

Resolution No.4: Ratification of Cost Auditors Remuneration

Resolution No.5: To take note of the ESOP Certificate

Signed this ……………. Day of ………………………………2018

Affix Revenue Stamp

Signature of Shareholder

Signature of Proxy Holder(s)

NOTES:

1. The proxy form in order to be effective should be duly stamped, completed and signed and must

be deposited at the Registered Office of the Company, not less than 48 hours before time for

holding the aforesaid meeting. A proxy need not be a member of the Company.

2. Members holding shares under more than one folio may use photocopy of this proxy form for

other folios. The Company shall provide additional forms on request.


Registered Office: 1-10-60/62, Ashoka Raghupathi Chambers, 5th Floor, Begumpet Hyderabad

Hyderabad TG 500016 IN

CIN: U85110TG2000PLC115819

ATTENDANCE SLIP

17th Annual General Meeting, Tuesday 18th September, 2018 at 11.00 AM. at Board Room, Apollo Health

City, Jubilee Hills, Hyderabad- 500 033

Registered Folio No._____________________/DP ID___________________Client ID/Ben.

A/C_____________ No. of shares held_____________

I certify that I am a registered shareholder/proxy for the registered Shareholder of the Company and

hereby record my presence at the 17th Annual General Meeting of the Company on Tuesday 18th

September, 2018 at 11.00 AM at Board Room, Apollo Health City, Jubilee Hills, Hyderabad- 500 033.

___________________________ ________________________________

Member’s/Proxy’s name in Block Letters Signature Member’s/Proxy’s Signature

Note: Please fill this attendance slip and hand it over at the entrance of the hall.

8/27/2018 Apollo Hospitals - Google Maps

https://www.google.com/maps/place/Apollo+Hospitals/@17.4146628,78.4113398,17z/data=!4m5!3m4!1s0x3bcb96c8db2df393:0xfb2d302be3c6df60!8m2!3d17.4148701!4d78.4123403 1/1

Map data ©2018 Google 100 m

Apollo Hospitals

Apollo Health and Lifestyle Limited17th Annual General MeetingDay: Tuesday, 18th September, 2018Time: 11.00 AM Venue: Board Room, Apollo Health City, Jubilee Hills, Hyderabad - 500 033

Documents

Apollo Health and Lifestyle Limited...Author Sravani G Created Date 8/27/2018 11:14:15 AM