IIT Investrust Limited

DIRECTORS' REPORT

Dear Shareholders,

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

TRANSFER TO RESERVES

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

DIVIDEND

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

RESULTS OF OPERATIONS AND THE STATE OF COMPANY 'S AFFAIRS

Operations

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

The Company's EBIDTA was Rs. 8583.03 lakhs compared to Rs. 9184.83 lakhs in the previous year. The profit after tax

PAT) decreased from Rs. 3,543.58 lakhs to Rs. 3249.12.

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

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

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

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

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

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

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

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

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

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

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

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

Excellence in Operations

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

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

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

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

Clinical Excellence

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

Infection Control and Environment

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

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

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

Excellence in Operations

Clinical Excellence

Infection Control and Environment

Major Events & Developments

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

New Services

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

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

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

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

Awards and Accolades

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

(A) Conservation of Energy

Energy and Natural resource Conservation

The organization maintained its focus on conservation of natural resources and added new initiatives to the existing ones.

Water

After successful commissioning of ultrafiltration plant in the previous year, utilization of recycled water has been extende d to cooling towers and horticulture. This has yielded significant reduction in fresh water requirement.

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

Electricity

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

Natural Gas

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

Installation of automatic chemical dozing system

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

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

(B) Technology Absorption

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

Neuro Navigation system

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

Rotabalator

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

FFR (Fractional Flow Reserver)

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

FOREIGN EXCHANGE EARNINGS & OUTGO

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

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

(b) Total Foreign Exchange Earnings and Outgo

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

Earnings : Rs. 9,700.77 lakhs

Outgo : Rs. 1,203.15 lakhs

BOARD MEETINGS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

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

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

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

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

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

Dr. Arun Rai has been appointed by the Board as Additional Director and Independent Director on the Board of Directors of the Company.

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

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

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

DECLARATION FROM INDEPENDENT DIRECTORS

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

COMPOSITION OF AUDIT COMMITTEE

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

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

VIGIL MECHANISM / WHISTLE BLOWER

POLICY

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

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors state:

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

• that appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2015 and of the profit of the Company for the year ended 31st March, 2015;

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

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

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

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

SUBSIDIARIES, JOINT VENTURES AND

ASSOCIATE COMPANIES

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

EXTRACT OF ANNUAL RETURN

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

AUDITORS AND AUDITORS' REPORT

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

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

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

SECRETARIAL AUDITOR

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

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

COST AUDITOR

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

DEPOSITS

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

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

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

INTERNAL CONTROL SYSTEMS

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

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

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

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN

AND SECURITIES PROVIDED

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

RISK MANAGEMENT

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

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

CORPORATE SOCIAL RESPONSIBILITY — A HEALTHY START

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

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

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

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

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

Disaster Relief

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

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

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

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

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

A. Community Development

B. Healthcare

C. Education and Skills Development

D. Promote Research in Healthcare

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

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

FORMAL ANNUAL EVALUATION

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

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

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

FAMILIARIZATION PROGRAMMES FOR BOARD MEMBERS

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

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

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

REMUNERATION POLICY

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

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

CORPORATE GOVERNANCE

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

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

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

INDUSTRIAL RELATIONS

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

ACKNOWLEDGEMENT

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

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

For and on behalf of the Board

Dr. Prathap C Reddy (DIN: 00003654)

Vice Chairman

Jaideep Gupta

(DIN : 02647974)

Managing Director

Place: New Delhi

Date : 7th August, 2015