Dear Member(s),
Your Directors have pleasure in presenting the 19th Annual Report on the
business and operations of Artemis Medicare Services Limited ("the Company"),
together with the audited financial statements for the financial year ended March 31,
2023.
FINANCIAL PERFORMANCE
The financial performance of the Company for the financial year ended March 31, 2023 is
summarized below:
|
|
|
|
(Rs. lakh) |
|
Year ended |
Year ended |
Particulars |
March 31, 2023 |
March 31, 2022 |
March 31, 2023 |
March 31, 2022 |
|
Standalone |
Consolidated |
Revenue from Operations |
71,433.11 |
54,478.40 |
73,742.52 |
55,480.12 |
Other Income |
713.36 |
388.47 |
733.90 |
389.94 |
Total Income |
72,146.47 |
54,866.87 |
74,476.42 |
55,870.06 |
Total Expenditure |
62,054.79 |
47,761.18 |
64,347.73 |
48,734.79 |
EBITDA |
10,091.68 |
7,105.69 |
10,128.69 |
7,135.27 |
Finance charges, depreciation & amortisation |
4,805.38 |
3,224.80 |
5,068.09 |
3,416.79 |
Profit before tax |
5,286.30 |
3,880.89 |
5,060.60 |
3,718.48 |
Tax Expense |
1,317.80 |
623.16 |
1,259.49 |
578.33 |
Net Profit |
3,968.50 |
3,257.73 |
3,801.11 |
3,140.15 |
Other Comprehensive Income |
91.91 |
(33.81) |
92.10 |
(33.47) |
Total Comprehensive Income |
4,060.41 |
3,223.92 |
3,893.21 |
3,106.68 |
STATE OF COMPANY AFFAIRS, OPERATIONS AND FUTURE OUTLOOK
On a standalone basis, your Company achieved revenue of Rs.71,433.11 lakh during FY23
as against Rs.54,478.40 lakh during the previous financial year. EBIDTA was Rs.10,091.68
lakh for FY23 as compared to Rs.7,105.69 lakh during the previous financial year. The Net
Profit for the year under review was Rs.3,968.50 lakh, as against Rs.3,257.73 lakh in the
previous financial year.
The consolidated revenue achieved by your Company was Rs.73,742.52 lakh during FY23, as
compared to Rs.55,480.12 lakh during the previous financial year. The consolidated EBIDTA
was Rs.10,128.69 Lakh for FY23 as compared to Rs.7,135.27 lakh for the previous financial
year. On consolidated basis, your Company earned a Net Profit of Rs.3,801.11 lakh for FY23
as against Rs.3,140.15 lakh for the previous financial year.
During the year, your Company has steadily ramped up occupancy in the 2nd
Tower which was commissioned in FY22 and the construction of the 3rd Tower with
~200 beds is going on in full swing with 22 new OPDs in the ground floor of the 3rd
Tower already inaugurated. Your Directors are pleased to inform you that the Company also
opened two new units of 'Daffodils by Artemis', one each in Jaipur and South Delhi in
addition to the one already operating in Gurugram. In addition to this, the Company also
introduced the concept of a friendly, neighbourhood multispeciality hospital under the
brand of 'Artemis Lite' catering to secondary/ tertiary care market and opened the first
centre in South Delhi. In the first quarter of FY24, the Company is planning to inaugurate
another Artemis Lite centre in Gurugram.
Your Directors are glad to update that the first of the two hospitals in Mauritius as
part of the Operations and Management Agreement is ready to be commissioned. This ~80 beds
facility under the name of 'Artemis Curepipe Hospital' is expected to be operational in
the first half of FY24.
The Company's subsidiary, Artemis Cardiac Care Private Limited - a joint venture with
Philips Medical Systems Nederland BV, has also opened five new cardiac-care centres during
the year. Additionally, the Company has launched comprehensive homecare services under the
brand of 'Solace by Artemis' during the year, catering to all home healthcare needs of
patients.
Post Covid-19 the hospital sector is receiving special attention from all stakeholders
including the government, investors and the public at large. The sector has become one of
the largest employment generating sectors. While increased focus on the healthcare needs
of the population aided by better awareness, ageing population, and increasing insurance
penetration continue to drive growth of the segment, regulatory environment will be a
major challenge for the sector going forward.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.0.45 (45%) per share of Rs.1/-
each on Equity Share Capital of the Company for FY23 for your approval.
The dividend, if approved, shall be payable to the Members holding shares as on cut-off
date i.e. July 14, 2023.
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"), the Dividend Distribution Policy
duly approved by the Board is available on the website of the Company and can be accessed
at https://www.artemishospitals.com/BackEndImages/ downloads/Investorsdata/amsl
dividend-distribution-policy. pdf The Board has recommended dividend based on the
parameters laid down in the Dividend Distribution Policy.
RESERVES
During the year under review, no amount was transferred to reserves.
BOARD OF DIRECTORS
a) Appointment/Re-appointment of Directors
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 ("the
Act"), the Members of the Company at their 18th Annual General Meeting
("AGM") held on July 13, 2022 had re-appointed Dr. Nirmal Kumar Ganguly (DIN:
02316154) Director of the Company, who was liable to retire by rotation.
Further, Mr. Neeraj Kanwar (DIN: 0058951), Director of the Company is retiring by
rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Your
Directors recommends his re-appointment.
During the period between the end of the financial year and date of this report, the
Board approved re-appointment of Mr. Sanjib Sen (DIN: 07088442) Independent Director, for
a second term of 3 years from August 3, 2023 to August 2, 2026 for which the approval of
Members is being sought at the ensuing AGM.
The Board is of the opinion that the Independent Director of the Company possess
requisite qualifications, experience and expertise (including the proficiency) and holds
highest standards of integrity.
None of the aforesaid Directors are disqualified under Section 164(2) of the Act.
Further, they are not debarred from holding the office of Director pursuant to order of
SEBI or any other authority.
Brief resume of the Directors retiring by rotation/seeking re-appointment along with
details as stipulated under SEBI Listing Regulations and Secretarial Standard on General
Meetings (SS-2), are provided in the Notice convening the AGM.
b) Changes in Directors and Key Managerial Personnel
Ms. Shilpa Budhia resigned as Company Secretary and Compliance Officer of the Company
w.e.f. October 07, 2022. Ms. Poonam Makkar has been appointed as Company Secretary and
Compliance Officer of the Company w.e.f. November 9, 2022.
As on March 31, 2023, Dr. Devlina Chakravarty, Managing Director (DIN: 07107875), Mr.
Sanjiv Kumar Kothari, Chief Financial Officer and Ms. Poonam Makkar, Company Secretary
& Compliance Officer are the Key Managerial Personnel of the Company in accordance
with Section 2(51) and 203 of the Act read with the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014.
Further, apart from the above stated facts, there was no change in composition of the
Board of Directors and Key Managerial Personnel.
c) Declaration by Independent Directors
In terms of Section 149(7) of the Act, Independent Directors of the Company have
submitted declarations that they meet the criteria of Independence as provided in Section
149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been
no change in the circumstances affecting their status as Independent Directors of the
Company.
The Independent Directors have also complied with the Code for Independent Directors as
per Schedule IV of the Act. All our Independent Directors are registered on the
Independent Directors Databank.
d) Formal Annual Evaluation
Pursuant to provisions of the Act, the Board is required to carry out annual evaluation
of its own performance and that of its Committees and Individual Directors including
Chairman. The Nomination and Remuneration Committee ("NRC") of the Board also
carries out evaluation of every Director's performance. Accordingly, NRC and the Board of
your Company have carried out the performance evaluation during the year under review.
For annual performance evaluation of the Board as a whole, its Committees and
individual Directors including the Chairman of the Board, the Company has formulated a
questionnaire to assist in evaluation of the performance. Every Director has to fill the
questionnaire related to the performance of the Board, its Committees and individual
Directors except himself by rating the performance on each question on the scale of 1 to
5, 1 being Unacceptable and 5 being Exceptionally Good.
On the basis of the response to the questionnaire, a matrix reflecting the ratings was
formulated and placed before the Board for formal annual evaluation by the Board of its
own performance and that of its Committees and individual Directors including Chairman of
the Board. The Board was satisfied with the evaluation results.
e) Separate Meeting of Independent Directors
In terms of requirements under Schedule IV of the Act and Regulation 25(3) of SEBI
Listing Regulations, a separate meeting of the Independent Directors was held on March 22,
2023.
The Independent Directors at the meeting, inter alia, reviewed the following:
• Performance of Non-Independent Directors and Board as a whole.
• Performance of the Chairman of the Company, taking into account the views of
Executive Directors and NonExecutive Directors.
• Assessed the quality, quantity and timeliness of flow of information between the
Company, Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
f) Remuneration Policy
A Nomination & Remuneration Policy was laid down by the Board, on the
recommendation of the Nomination & Remuneration Committee, for selection and
appointment of the Directors, Key Managerial Personnel and Senior Management and their
remuneration. The extract of the Nomination and Remuneration Policy covering the salient
features are provided in the Corporate Governance Report forming part of the Annual
Report.
The Nomination & Remuneration Policy of the Company is available on the website of
the Company and the web link is: https://www.artemishospitals.com/BackEndImages/
downloads/Investorsdata/nomination-and-remuneration- policv.pdf.
g) Code of Conduct for Directors and Senior Management
The Company has formulated a Code of Conduct for Directors and Senior Management
Personnel and they have complied with the requirements mentioned in the aforesaid code.
For further details, please refer the Corporate Governance Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
No significant and material orders have been passed during the year under review by the
regulators or courts or tribunals impacting the going concern status and Company's
operations in future.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there is no change in the nature of business of your
Company.
INTERNAL FINANCIAL CONTROLS
Internal Financial Control (IFC) means the policies and procedures adopted by the
Company for ensuring the orderly and efficient conduct of its business, including
adherence to Company's policies, the safeguarding of its assets, timely prevention and
detection of frauds and errors, the accuracy and completeness of the accounting records
and timely preparation of reliable financial information.
The Company has a proper and adequate system of Internal controls to ensure that all
the assets are safeguarded and protected against loss from unauthorized use or disposition
and that the transactions are authorized, recorded and reported correctly. Such internal
controls are supplemented by an extensive programme of Internal Audits, review by
Management and documented policies, guidelines and procedures. These are designed to
ensure that financial and other records are reliable for preparing financial information
and other reports and for maintaining regular accountability of the Company's assets. IFC
of the Company are adequate with reference to the Financial Statements.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Regulation 34(2) of the SEBI Listing Regulations, a detailed Management
Discussion and Analysis Report is presented in a separate section forming part of the
Annual Report.
SUBSIDIARY/ASSOCIATE /JOINT VENTURE COMPANIES
As on March 31, 2023, the Company has one subsidiary i.e. Artemis Cardiac Care Private
Limited (a joint venture with Philips Medical Systems Nederland BV). As on March 31, 2023,
the Company has no associate Company.
During the year under review, the Company had made an investment of Rs. 611 lakh in the
equity share capital of Artemis Cardiac Care Private Limited. The contribution of
subsidiary to the overall performance of the Company is outlined in note no. 42(b) of the
consolidated financial statements for financial year ended March 31, 2023, forming part of
the Annual Report.
CONSOLIDATED FINANCIAL STATEMENTS
As stipulated by Regulation 33 of the SEBI Listing Regulations, the consolidated
financial statements have been prepared by the Company in accordance with the applicable
Accounting Standards. The audited consolidated financial statements, together with
Auditors' Report, form part of the Annual Report.
As per the provisions of Section 129 of the Act, the consolidated financial statements
of the Company and its subsidiary are attached in the Annual Report. The financial
statements of subsidiary will be made available to shareholders on request and will also
be kept for inspection by any shareholder at the Registered Office and Corporate Office of
the Company. The Company shall place separate financial statements of the subsidiary
company on its website at https://www. artemishospitals.com/investors.
A statement in Form AOC-1 containing the salient features of the financial statements
of the Company's subsidiary/ joint venture for the year ended March 31, 2023 is also
attached with financial statements.
MATERIAL SUBSIDIARIES
Your Company has no material subsidiary.
DEPOSITS
During the year under review, the Company has not invited or accepted any deposits
covered under Chapter V of the Act. Further, no amount on account of principal or interest
on deposits from public/ shareholders of the Company was outstanding as on March 31, 2023.
STATUTORY AUDITOR AND AUDITORS' REPORT
Pursuant to provisions of Section 139 of the Act read with rules made there under, M/s.
T R Chaddha & Co. LLP, Chartered Accountants (FRN: 006711N/ N500028), were appointed
as Statutory Auditors of the Company at the AGM held on July 20, 2021 for a period of 5
years from FY22 to FY26 until the conclusion of AGM of the Company to be held in the year
2026.
The report given by M/s. T R Chaddha & Co. LLP, Chartered Accountants, Statutory
Auditors on financial statements of the Company for FY23 forms part of the Annual Report.
The comments on statement of accounts referred to in the report of the Auditors are self
explanatory. The Auditors' Report does not contain any qualification, reservation or
adverse remark.
During the year under review, the Auditors had not reported any matter under Section
143(12) of the Act. Therefore, no detail is required to be disclosed under Section 134(3)
(ca) of the Act.
COST AUDIT
The Board at its meeting held on May 11, 2022 had approved the re-appointment of M/s.
Chandra Wadhwa & Co., Cost Accountants (FRN: 000239) as Cost Auditors of the Company
for FY23.
Further, the Board in its Meeting held on August 11, 2022 had approved the Cost Audit
Report presented by M/s. Chandra Wadhwa & Co., Cost Accountants for FY22. There was no
qualification, reservation or adverse remark or comments in the Cost Audit Report.
Further, based on the recommendation of Audit Committee, the Board at its meeting held
on May 5, 2023 has re-appointed M/s. Chandra Wadhwa & Co., Cost Accountants as the
Cost Auditors of the Company for FY24. The Company has received a letter from them to the
effect that their re-appointment would be within the limits prescribed under Section
141(3)(g) of the Act and that they are not disqualified for such re-appointment within the
meaning of Section 141 of the Act. The remuneration to be paid to M/s. Chandra Wadhwa
& Co. for FY24 is subject to ratification by the shareholders at the ensuing AGM.
Cost records as specified by the Central Government under SubSection (1) of Section 148
of the Act are made and maintained by the Company. Upon completion of the audit for FY23,
necessary returns will be filed with the Ministry of Corporate Affairs, in this regard.
SECRETARIAL AUDITOR
Pursuant to provisions of Section 204 of the Act and the Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Auditor, M/s. RSM &
Co., Company Secretaries (FRN: P1997DE017000) has issued a Secretarial Audit Report for
FY23. The report does not contain any qualification, reservation or adverse remark and is
annexed herewith as Annexure-I.
Further, the Board at its meeting held on May 5, 2023 has appointed M/s. DMK
Associates, Company Secretaries (FRN: P2006DE003100) as Secretarial Auditor of the Company
for FY24. They have confirmed that they are eligible for the said appointment.
MEETINGS OF THE BOARD OF DIRECTORS
A calendar of meetings is prepared and circulated in advance to the Directors. During
the year, 4 (four) Board meetings were convened and held. The intervening gap between the
meetings was within the period prescribed under the Act and SEBI Listing Regulations. The
details of all Board/ Committee meetings held are given in the Corporate Governance
Report.
AUDIT COMMITTEE
The details of the Audit Committee including its composition and terms of reference are
mentioned in the Corporate Governance Report.
The Board, during the year under review, had accepted all recommendations made to it by
the Audit Committee.
VIGIL MECHANISM
The Company has formulated a vigil mechanism through Whistle Blower Policy to deal with
instances of unethical behavior, actual or suspected, fraud or violation of Company's code
of conduct. The details of the policy are provided in the Corporate Governance Report and
also posted on the website of the Company https://www.artemishospitals.com/BackEndImages/
downloads/Investorsdata/whistle-blower-policv.pdf.
COMMITTEES OF BOARD
Pursuant to requirements under the Act and SEBI Listing Regulations, the Board of
Directors has constituted various Committees of Board such as Audit Committee, Nomination
& Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social
Responsibility Committee, Business Responsibility & Sustainability Committee and Risk
Management Committee. The details of composition and terms of reference of these
Committees are mentioned in the Corporate Governance Report.
SHARE CAPITAL
As on March 31, 2023, authorized Share Capital of the Company was Rs.70,05,00,000/-
(Rupees Seventy Crore and Five Lakh only) divided into:
i. 69,55,00,000 (Sixty Nine Crore Fifty Five Lakh) Equity Shares of Rs.1/- each and
ii. 50,000 (Fifty Thousand) 11% Non-Cumulative Preference Shares of Rs.100/- each.
During the year under review, the Company has allotted 17,41,750 equity shares pursuant
to exercise of stock options under Artemis Medicare - Management Stock Option Plan 2021
("Plan").
As on March 31, 2023, the issued, subscribed and paid-up Equity Share Capital of the
Company was Rs.13,41,18,750/- (Rupees Thirteen Crore Forty One Lakh Eighteen Thousand
Seven Hundred and Fifty only) comprising of 13,41,18,750 (Thirteen Crore Forty One Lakh
Eighteen Thousand Seven Hundred and Fifty) Equity Shares of Rs.1/- each.
During the period between the end of the financial year and date of this report, the
Company has allotted 17,41,750 equity shares pursuant to exercise of stock options under
the Plan. Consequently, as on date of this report, the issued, subscribed and paid-up
Equity Share Capital of the Company is R 13,58,60,500/-.
a. Issue of equity shares with differential rights
Your Company has not issued any equity shares with differential rights during the year
under review.
b. Issue of sweat equity shares
Your Company has not issued any sweat equity shares during the year under review.
c. Issue of employee stock options
During the year under review, 17,41,750 (Seventeen Lakh Forty One Thousand Seven
Hundred Fifty) stock options were vested and upon exercise converted into equal number of
equity shares of face value of Rs.1/- each fully paid-up.
d. Provision of money by Company for purchase of its own shares by employees or by
trustees for the benefit of employees
Your Company has not made any provision of money for purchase of its own shares by
employees or by trustees for the benefit of employees during the year under review.
ESOP SCHEME
Pursuant to approval accorded by the Board and Members of the Company on February 4,
2021 and March 14, 2021 respectively, the Plan was introduced to issue and allot equity
shares to the eligible employee(s).
The total number of stock options granted pursuant to the Plan was 69,67,000 which
shall be convertible into equal number of equity shares of face value of Rs.1/- each. The
Company has received approvals from stock exchanges i.e. BSE Limited and National Stock
Exchange of India Limited under SEBI Listing Regulations for the listing of the equity
shares issued pursuant to the Plan.
In terms of the provisions of Regulation 14 of the SEBI (Share Based Employee Benefits)
Regulations, 2014 / SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 ("the SEBI SBEB Regulations"), the required disclosure is annexed as
Annexure II to this Report. Other applicable disclosures under the SEBI SBEB Regulations
are available on the Company's website viz. https://www.artemishospitals.
com/investors#:~:text=off%20Date%2D13.02.2020-,Esop,- Allotment%20of%20equity The Plan has
been implemented in accordance with the SEBI SBEB Regulations and the resolution passed by
the Members of the Company. The certificate in this regard from Secretarial Auditor of the
Company shall be placed at the ensuing AGM for inspection by the members.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT
Pursuant to the requirements under Section 134(3) (g) of the Act, details of loans,
guarantees, securities provided or investments made as covered under the provisions of
Section 186 of the Act, during the year under review, are given in the note no. 38 to the
standalone financial statements forming part of the Annual Report.
RELATED PARTY TRANSACTIONS
All arrangements/ transactions/ contracts entered by the Company during the financial
year under review with related parties were in the ordinary course of business and on an
arm's length basis and do not attract the provisions of Section 188 of the Act. During the
year under review, the Company had not entered into any arrangement/ transaction/ contract
with related parties which could be considered material in accordance with the policy of
the Company on materiality of related party transactions. Accordingly, the disclosure of
Related Party Transactions under Section 188(1) of the Act in Form AOC-2 is not
applicable.
Suitable disclosures as required by the Indian Accounting Standards have been made in
the note no. 31 to the standalone financial statements forming part of the Annual Report.
The Related Party Transaction policy was revised pursuant to the amendments to the SEBI
Listing Regulations and is available on the Company's website.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Disclosure pertaining to remuneration and other details as required under Section
197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are provided in the Corporate Governance Report.
The Managing Director of the Company has not received any remuneration or commission
from its subsidiaries during the year under review.
In accordance with the provisions of Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, a statement showing the name and other particulars of the employees
drawing remuneration in excess of the limits set out in the said Rule forms part of this
report. In terms of Section 136 of the Act, the Report and Accounts are being sent to the
Members of the Company excluding information on employees' particulars which is available
for inspection by the Members at the Registered Office/Corporate Office of the Company
during the business hours on working days of the Company up to the date of the ensuing
Annual General Meeting. If any Member is interested in obtaining such information, he/she
may write to the Company Secretary at the Corporate Office of the Company.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company has in place a policy for prevention of sexual harassment of its employees
at workplace and the Company has complied with provisions relating to the constitution of
Internal Complaint Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company conducts, from time to
time, awareness sessions on prevention of sexual harassment at workplace for its
employees.
During the year under review, two cases were filed and disposed off under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There
was no pending complaint/ case at the beginning and as at the end of financial year.
AWARDS AND RECOGNITIONS
Your Company was honoured and recognised at various forums in its constant quest for
growth and excellence. The prominent Awards are listed below for your reference:
> India's Most Trusted Brand to Luxury Mother and Child centre - Daffodils by
Artemis Hospitals Excellence in Health Care to Artemis Hospitals by My Brand Better in
April, 2022;
> Paryavarn Gaurav Samman 2022 to Artemis Hospitals in the category of 'Swachh
Hospital 2022' by Buland Awaaz Welfare Society (NGO) & Municipal Corporation Gurugram
in April, 2022;
> Nasha Mukt Bharata Abhiyan - Run Against Drug Abuse by Ministry of Social Justice
& Empowerment, Govt. of India in June, 2022;
> Corona Front - Liners Awards Wave 2 by Krystal Krown Events and India Ahead News
in June, 2022;
> Samman Samaroh 2022 & Felicitation of Social Heroes in a solemn ceremony held
on the occasion of 76th Independence Day for acknowledgment of the Great Work
the Companies have accomplished in their respective fields by DPSG Society in August,
2022;
> Awards of Appreciation for the Excellence in Sports Medicine and becoming the
torch bearers of mission 'Fit India' by Bharat Lok Shiksha Parishad & managed by
Health Fitness Trust in August, 2022;
> Empowered Divvaz Award 2022 for acknowledgment of the Great Work Women have
accomplished in their respective fields to Artemis Hospitals, Gurugram by Enterprising
Divaz and India Ahead News in August, 2022;
> Swachh Hospital for the Year 2022 on occasion of Safai Mitra Samman Samorah and
Azadi ka Amrit Mahotsav by Municipal Corporation of Gurugram in October, 2022;
> Global Excellence Awards 2021 for Excellence in Healthcare by My Brand and Better
in October, 2022;
> Indian Healthcare Excellence Awards 2022 for Excellence in Healthcare by Brand Win
India in December, 2022;
> Award of Appreciation for the Excellence in Neighbourhood Country Health by Nepal
Jain Parishad, Kathmandu, Nepal in February, 2023.
RISK MANAGEMENT
The Company has adequate risk assessment and management process to identify and notify
the Audit Committee and the Board about the risks or opportunities that could have an
adverse impact on the Company's operations or that could be exploited to maximize the
gains. The Risk Management Committee ("RMC") has a Risk Management Charter and
Policy that is intended to ensure that an effective Risk Management framework is
established and implemented within the organization. The Company's approach to address
business risks is comprehensive and the RMC periodically reviews such risks and a
framework for mitigating controls and reporting mechanism of such risks is in place.
CORPORATE SOCIAL RESPONSIBILITY
The Company has a well-defined Policy on Corporate Social Responsibility
("CSR") as per the requirement of Section 135 of the Act. The Company has a CSR
team, which exclusively works towards achievement of CSR goals of the organization. All
the CSR activities are carried out by the Company directly or through a registered society
(Artemis Health Sciences Foundation) or/ and other CSR Registered Agencies and said CSR
activities are closely monitored under the guidance of CSR Committee.
In the reporting year, the Company has undertaken various initiatives related to Wild
Life Conservation focusing on Conservation of natural resources, Green Belt Project for
Environment Sustainability and Boond for water conservation project.
Corporate Social Responsibility Report, pursuant to clause (o) of sub-section (3) of
Section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility)
Rules, 2014 including salient features mentioned under outline of Company's CSR Policy
forms part of this Report as Annexure III.
The CSR Policy of the Company is available on the website of the Company and the web
link is: https://www.artemishospitals.
com/BackEndImages/downloads/Investorsdata/corporate- social-resonsibilitypolicv.pdf.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
SEBI Listing Regulations mandates the top 1000 Listed Companies by market
capitalisation to include Business Responsibility and Sustainability Report ("BRS
Report") in their Annual Report with effect from FY23. This BRS Report will replace
the existing Business Responsibility Report.
Your Company is among the top 1000 Listed Companies by market capitalisation.
Accordingly, a BRS Report describing initiatives taken by the Company from an environment,
social and governance perspective, forms part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption
and foreign exchange earnings and outgo are enclosed as Annexure- IV, to this Report.
ANNUAL RETURN
As per Section 134(3)(a) of the Act, the Annual Return referred to in Section 92(3) has
been placed on the website of the Company www.artemishospitals.com under the Investors
Section (Refer link:https://www.artemishospitals.com/BackEndImages/
downloads/Investorsdata/draft-annual-return fy23.pdf).
CORPORATE GOVERNANCE REPORT
Your Company always places major thrust on managing its affairs with diligence,
transparency, responsibility and accountability thereby upholding the important dictum
that an organization's corporate governance philosophy is directly linked to high
performance.
The Company understands and respects its fiduciary role and responsibility towards its
stakeholders and society at large and strives to serve their interests, resulting in
creation of value and wealth for all stakeholders.
The compliance report on corporate governance and a certificate on corporate governance
received from M/s. RSM & Co., Company Secretaries (FRN: P1997DE017000) Secretarial
Auditor of the Company, regarding compliance of the conditions of corporate governance, as
stipulated under Chapter IV of SEBI Listing Regulations forms part of the Annual Report.
MATERIAL CHANGES AND COMMITMENTS
Except as disclosed elsewhere in the Annual Report, no material changes and commitments
affecting the financial position of your Company have occurred between the end of the
financial year of the Company to which the financial statements relate and on the date of
this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required by Section 134(3)(c) of the Act, your Directors state that:
a) in the preparation of the annual accounts, for the financial year ended March 31,
2023, the applicable accounting standards had been followed and no material departures
have been made from the same;
b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, so as to give a true and
fair view of the state of affairs of the Company as at the end of financial year and of
the profit & loss of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
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.
SECRETARIAL STANDARDS
During the financial year under review, your Company had complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, no amount was required to be transferred by the Company
to the Investor Education and Protection Fund.
STATUTORY DISCLOSURES
Neither any application was made or any proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 nor any settlement has been done with banks or financial
institutions, during the year under review.
ACKNOWLEDGEMENT
Your Company's organizational culture upholds professionalism, integrity and continuous
improvement across all functions, as well as optimum utilization of the Company's
resources for sustainable and profitable growth.
Your Directors acknowledge with gratitude the co-operation and assistance received from
the Central Government, State Governments and all other Government agencies and
encouragement they have extended to the Company. We also thank to the medical fraternity
for their continued cooperation and trust reposed in the Company. We wish to place on
record our appreciation to business partners, members, bankers and other stakeholders for
their continued support during the year. We appreciate the contribution made by all
employees towards the growth of your Company.
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For and on behalf of the Board of Directors |
|
Onkar Kanwar |
Place : Gurugram |
Chairman |
Date : May 5, 2023 |
DIN :00058921 |
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