Dear Members,
Your Directors have pleasure in presenting the 25th Annual
Report on the business and operations of your Company along with the audited financial
statements (Consolidated as well as standalone) for the financial year ended March 31,
2023.
FINANCIAL RESULTS
The Financial performance of your Company for the financial year ended
March 31, 2023 is summarized below:
(in H million)
Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
|
(Consolidated) |
(Consolidated) |
(Standalone) |
(Standalone) |
Total Income |
12,044.39 |
9,926.95 |
11,452.19 |
9,454.14 |
Total Expenses |
9,226.60 |
8,053.49 |
8,677.55 |
7,556.70 |
Profit/ (Loss) before Tax (PBT) |
2,817.79 |
1,873.46 |
2,728.34 |
1,897.44 |
Profit/ (Loss) after Tax (PAT) |
2,123.77 |
1,386.73 |
2,058.93 |
1,422.91 |
1. STATEMENT OF COMPANY'S AFFAIRS
The Company delivered robust operational and financial performance
during the current financial year, led by high patient footfalls and profitability across
hospitals in every geography. Strong momentum was witnessed for all key operating metrics
like occupancy, outpatient, inpatient and delivery volumes across hospitals.
2. FINANCIAL PERFORMANCE
I. Consolidated Performance
During the year under review, the consolidated income of the Company
increased to H 12,044.39 million compared to H 9,926.95 million in the previous year,
registering a growth of 21.33%. The consolidated net profit after tax increased to H
2,123.77 million compared to H 1,386.73 million in the previous year, representing a
growth of 53.15%.
II. Standalone Performance
During the year under review, the standalone income of the Company
increased to H 11,452.19 million compared to H 9,454.14 million in the previous year,
registering a growth of 21.13%. The standalone net profit after tax increased to H
2,058.93 million compared to H 1,422.91 million in the previous year,
representing a growth of 44.70%.
3. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of your Company for the Financial
Year 2022-23, are prepared in compliance with applicable provisions of the Companies Act,
2013 (the Act"), Indian Accounting
Standards and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations"). The consolidated
financial statements have been prepared on the basis of audited financial statements of
the Company and its Subsidiaries, as approved by their respective Board of Directors.
4. DIVIDEND
During the Financial Year, your Company declared and paid dividend as
under:
Date of Declaration |
Dividend Type |
Dividend Per Share |
September |
Final Dividend |
H 2/- |
15, 2022 |
|
|
Your Directors are pleased to recommend dividend of H 3/- per
Equity Share of face value of H10/- each as
Final Dividend for the Financial Year 2022-23, for approval by the
shareholders at the ensuing Annual General Meeting ("AGM") of the
Company.
The Dividend Distribution Policy of the Company is also available at
the website of the Company at: https://
www.rainbowhospitals.in/investor-relations/reports/ Dividend_Distribution_Policy.pdf.
5. TRANSFER TO RESERVES
During the year under review, no amount has been transferred to the
General Reserve of the Company.
6. INITIAL PUBLIC OFFER
During the year under review, the Company successfully completed its
Initial Public Offering ("IPO") in accordance with SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018, wherein 51,67,679 Equity Shares were
issued through a fresh issue and 2,40,00,900 Equity Shares were allotted through offer for
sale. The IPO comprised of a fresh issue of H2,800 million and an offer for the sale of
H13,008.49 million by the selling shareholders.
The public issue was opened on April 27, 2022 and closed on April 29,
2022 at an offer price of H542*/- per Equity Share
(including a share premium of H532/- per Equity Share). The
Company's IPO received an overwhelming response and was oversubscribed by 12.43
times, reflecting a huge investor appetite for the issue. The Equity Shares were allotted
on May 6, 2022 at an offer price of H542*/- per Equity Share to the respective applicants
under various categories. The Equity Shares of the Company were listed on the National
Stock Exchange of India Limited ("NSE") and BSE Limited
(" BSE") (collectively referred to as "Stock
Exchanges") on May 10, 2022.
*A discount ofH 20 per Equity Share was offered to the Eligible
Employees bidding in the Employee Reservation Portion.
During the Financial Year 2022-23, the Company has utilised the IPO
proceeds in accordance with objects of the offer as mentioned below:
(in H million)
S. No. |
Particulars |
Amount Allocated |
Funds Utilized |
Reasons for delay in
utilisation of IPO Proceeds |
1 |
Early redemption of Non-
Convertible Debentures (NCDs) issued by our Company to CDC Emerging Markets Limited
("CDCEML"), one of our Group Companies, in full. |
400.00 |
400.00 |
NA |
2 |
Capital expenditure towards
setting up of new hospitals and purchase of medical equipment for such new hospitals. |
1,700.00 |
327.29 |
Delay in execution of one of
the project has resulted in less spend of IPO money raised against the target provided in
the prospectus of H 1,065 million. |
3 |
General corporate purposes |
561.40 |
Nil |
As the Company is utilising
the funds generated from operations, the said proceeds were not utilised. |
Total |
|
2,661.40 |
727.29 |
|
There was no deviation or variation in the utilization of proceeds of
IPO from the objects of Offer stated in the Prospectus dated May 2, 2022. Further, the
detailed Monitoring Agency Report for such utilization of IPO proceeds received by the
Company from its Monitoring Agency i.e., HDFC Bank, on quarterly basis affirming no
deviation or variation in utilisation of the issue proceeds from the objects stated in
prospectus dated May 2, 2022 was submitted to Stock Exchanges in compliance with the
aforesaid regulations.
7. LAND ACQUISITION
Subsequent to the year under review, the Board of Directors have
approved the purchase of two parcels of land admeasuring 9,391 Sq Mtr (~ 2.32 acres) and
4,987.10 Sq Mtr (~ 1.23 acres), situated in Sector 44 and Sector 56 respectively,
Gurugram, Haryana ("Land Parcels"), being offered to the Company for allotment
on freehold basis for setting up two hospitals, by Haryana Shehri Vikas Pradhikaran
("HSVP"). As on the date of this Board's Report, the Company awaits for the
allotment letter to be received from HSVP.
The proposed expansion will strengthen the company's existing
footprint in the National Capital Region by setting up two hospitals with capacity of ~400
beds in Gurugram enabling it to cater to the growing healthcare needs of the residents of
Gurugram and neighborhood. The addition of these two hospitals will provide increased
access to specialized pediatric and perinatal care services in the geography.
8. CHANGES IN SHARE CAPITAL
I. Changes in Authorized Share Capital
Pursuant to the Shareholders Resolution dated September 15, 2022 the
Authorized Share Capital of your Company was changed from H 1,50,00,00,000/-
divided into (a) 13,90,55,616
Equity Shares of H 10/- each (b) 11,46,771 - Series A 0.0001%
Compulsorily Convertible Preference Shares of H 48/- each, and (c) 11,33,309 Series B
0.0001% Compulsorily Convertible Preference Shares of H 48/- each to H 1,50,00,00,000/-
divided into 15,00,00,000 Equity Shares of H 10/- each by way of cancellation of unissued
authorized preference share capital.
II. Changes in Paid-up Share Capital
During the year under review, the paid-up share capital was changed in
the following manner:
a) Allotment of 22,80,080 Equity Shares on April 4, 2022 on
account of conversion of (i) 11,46,771 0.0001% Series A Compulsorily Convertible
Preference Shares of face value of H 48/- each into 11,46,771 Equity Shares of
H 10/- each and (ii) 11,33,309 0.0001% Series B Compulsorily
Convertible Preference Shares of face value of H 48/- each into 11,33,309 Equity Shares of
H 10/- each, at a conversion ratio of 1:1 as per the terms of the Restated
Shareholder's Agreement dated March 29, 2016 as amended thereafter, ranking pari
passu with the existing Equity Shares.
b) Allotment of 51,67,679 Equity Shares of H 10/- under the IPO
on May 6, 2022;
As a result of above, the paid-up share capital of the Company
increased from H 1,04,99,83,120/- divided into (a) 94,053,928
Equity Shares of H 10/- each (b) 11,46,771 - Series A 0.0001%
Compulsorily Convertible Preference Shares of H 48/- each, and (c) 11,33,309 Series B
0.0001% Compulsorily Convertible Preference Shares of H 48/- each to H 1,01,50,16,870
divided into 10,15,01,687 Equity Shares of H 10/- Each.
9. REDEMPTION OF NON-CONVERTIBLE DEBENTURES (NCDs)
During the year under review, on June 9, 2022, your Company has
redeemed NCDs of H 400 million issued to CDC Emerging Markets Limited, in full from the
proceeds of IPO.
10. EMPLOYEES STOCK OPTION PLAN /SCHEME
During the year under review, there has been no change in the Rainbow
Employee Stock Option Scheme 2021
("ESOP Scheme 2021 or Scheme") as the scheme has not
been implemented till yet.
Subsequent to the year under review, the Members of the Company had
approved the "Rainbow Children's Medicare Limited Employees Stock Unit
Plan 2023"
("Stock Unit Plan 2023"/ "Plan") by passing
the special resolution through Postal Ballot on May 6, 2023 for issue of stock units to
eligible employees, which may result in an issuance of a maximum number of 4,00,000 Equity
Shares i.e., 4,00,000 Stock Units. The Stock Unit Plan 2023 is administered by the
Nomination and Remuneration Committee.
Disclosure as stipulated under the SEBI (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 with regard to the ESOP Scheme 2021 and Stock Unit
Plan 2023 is not applicable for the Financial year 2022-23.
11. SUBSIDIARIES
A report on the performance and financial position of each of the
subsidiaries and their contribution to the overall performance of the company for the
financial year ended March 31, 2023 in prescribed Form AOC -1 as per the Companies Act,
2013 is set out in Annexure- 1 and forms an integral part of this Annual
Report.
The annual financial statements of the subsidiaries shall also be made
available to the Members of the Company/ Subsidiary Companies seeking such information at
any point of time. The annual Financial Statements of the subsidiaries are available under
investors section on the website of the Company at
https://www.rainbowhospitals.in/investors-relations/ subsidiary-financials
The Company has formulated a policy for determining material
subsidiaries. The said policy is also available on the website of the Company at:
https://www. rainbowhospitals.in/investorrelations/reports/policy/
Policy%20for%20determining%20Material%20 Subsidiary.pdf
During the year under review, no Company has become or ceased to a
subsidiary, joint venture or associate of the Company.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
No material changes and commitments, other than disclosed as part of
this report, affecting the financial position of the Company have occurred between March
31, 2023 and as on the date of the report.
13. PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit
as prescribed under Chapter V of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.
14. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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
prescribed format and annexed herewith as Annexure- 2 to this Report.
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this
Annual Report. Further, the Report is being sent to the members excluding the aforesaid
annexure. In terms of Section 136 of the Act, any shareholder interested in obtaining a
copy thereof may write to the Company Secretary of the Company at companysecretary@
rainbowhospitals.in.
15. AUDIT COMMITTEE
The composition of Audit Committee has been detailed in the Corporate
Governance Report, forming part of this Annual Report.
All recommendations made by the Audit Committee have been accepted by
the Board of Directors.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. Directors
Retirement by rotation and subsequent re-appointment
Dr. Dinesh Kumar Chirla (DIN: 01395841), Whole-time Director of the
Company is liable to retire by rotation at the ensuing Annual General Meeting
(" AGM") pursuant to the provisions of Section
152 of the Companies Act, 2013 read with the Companies (Appointment and
Qualification of Directors) Rules, 2014 and being eligible offers himself for
reappointment. Appropriate resolution for his re-appointment is being placed for the
approval of the Members of the Company at this AGM.
A brief profile of Dr. Dinesh Kumar Chirla and other related
information is detailed in the Notice convening the 25th AGM of your Company.
Re-appointment of Independent Director
The Board of Directors in their meeting held on May 14, 2023, basis on
the recommendation of the Nomination and Remuneration Committee and performance
evaluation, approved the re-appointment of Dr. Anil Dhawan as an Independent
Director for a second term of 5(five) consecutive years commencing from August 30, 2023 to
August 29, 2028, subject to approval of the shareholders at the 25th Annual
General Meeting. Appropriate resolution for his re-appointment is being placed for the
approval of the Members of the Company at the 25th AGM.
A brief profile of Dr. Anil Dhawan and other related information is
detailed in the Notice convening the 25th AGM of your Company.
During the year under review, there is no change in the composition of
Board of Directors of your Company.
Your Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as prescribed under the
provisions of Companies Act, 2013 read with the Schedules and Rules issued thereunder as
well as SEBI Listing Regulations. The Independent Directors have affirmed compliance to
the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Act.
In the opinion of the Board, Independent Directors fulfil the
conditions specified in Companies Act, 2013 read with the Schedules and Rules issued
thereunder as well as SEBI Listing Regulations and are independent from Management. The
Independent Directors are persons of high repute, integrity and possess the relevant
expertise and experience (including proficiency in terms of Section 150(1) of the Act and
applicable rules thereunder) in their respective fields. The Independent Directors have
also confirmed that they have registered their names in the Independent Directors'
databank with the Indian Institute of Corporate Affairs.
None of the Directors of the Company are disqualified as per the
provisions of Section 164 of the Act. The Directors of the Company have made necessary
disclosures under Section 184 and other relevant provisions of the Act.
II. Key Managerial Personnel
In accordance with the provisions of Sections 2(51), 203 of the
Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the following were the Key Managerial Personnel of the Company as
on March 31, 2023.
1. Dr. Ramesh Kancharla - Chairman and Managing Director;
2. Dr. Dinesh Kumar Chirla - Whole Time Director;
3. Mr. R Gowrisankar - Chief Financial Officer; and
4. Mr. Ashish Kapil - Company Secretary and Compliance Officer.
During the year under review, there is no change in the key managerial
personnel of your Company.
Subsequent to the year under review, the Board of Directors, on the
recommendation of Nomination and Remuneration Committee, at their meeting held on April
15, 2023 appointed Mr. Sanjeev Sukumaran as Group Chief Operating Officer (Key Managerial
Personnel) of the Company in accordance with the provisions of Section 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
SEBI Listing Regulations.
17. BOARD'S EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees, and Individual Directors pursuant to the provisions of
Companies Act, 2013.
A structured questionnaire was prepared after taking into consideration
the inputs received from Nomination and Remuneration Committee, covering various aspects
of the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and
governance. A separate exercise was carried out to evaluate the performance of individual
Directors, who were evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and its minority
shareholders etc. The performance evaluation of the Independent Directors was carried out
by the entire Board excluding the Director being evaluated. The performance evaluation of
Non-Independent Directors, Board as a whole and the Chairman of the Company was evaluated
in a separate meeting of Independent Directors taking into account the views of executive
Directors and non-executive Directors.
The feedback and results of the questionnaire were collated and
consolidated report was shared with the Board for improvements of its effectiveness. The
Directors expressed their satisfaction with the evaluation process.
Further, the evaluation process confirms that the Board and its
Committees continue to operate effectively and the performance of the Directors and
Chairman is satisfactory.
18. REMUNERATION POLICY
In compliance with the provisions of Section 178 of the Companies Act,
2013, the Board has, on the recommendation of the Nomination & Remuneration Committee
of the Company, framed a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration.
The salient features of the Policy are:
i. It lays down the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of a director
(executive/non-executive/independent) of the Company; ii. To recommend to the Board
the policy relating to the remuneration of the Directors, KMP and Senior Management/Other
Employees of the Company; and
iii. Reviewing and approving corporate goals and objectives
relevant to the compensation of the executive Directors, evaluating their performance in
light of those goals and objectives and either as a committee or together with the other
independent Directors (as directed by the Board), determine and approve executive
Directors' compensation based on this evaluation; making recommendations to the Board
with respect to KMP and Senior Management compensation and recommending
incentive-compensation and equity-based plans that are subject to approval of the Board.
During the year under review, there has been no change to the Policy.
The Nomination and Remuneration Policy of the Company is available on
the website of the Company and can be accessed at the following web link:
https://www.rainbowhospitals.in/ investor-relations/reports/policy/Nomination_
and_Remuneration_Policy.pdf
19. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board met Nine (9) times during the Financial Year 2022-23. The
details of the meetings of the Board and Committees along with its composition and
respective terms of reference thereof are given in the Corporate Governance Report, which
forms an integral part of this Annual Report.
20. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors
confirm that:
I. In the preparation of the annual accounts for the Financial
Year ended March 31, 2023, the applicable accounting standards and Schedule III of the
Companies Act, 2013, have been followed and there are no material departures from the
same;
II. the Directors have 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 your Company as at March 31,
2023 and of the profit of the Company for the Financial Year ended March 31, 2023;
III. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
97 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;
IV. the annual accounts have been prepared on a
going concern' basis;
V. proper internal financial controls laid down by the
Directors were followed by the Company and that such internal financial
controls are adequate and were operating effectively; and
VI. the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
21. AUDITORS AND AUDITORS' REPORT
I. Statutory Auditors
The shareholders in the 20th AGM, approved the appointment
of M/s. B S R & Associates LLP, Chartered Accountants (Firm Registration No.
116231W/W-100024), as the Statutory Auditors, for a period of five (5) years i.e. from the
conclusion of the 20th AGM held on July 19, 2018 till the conclusion of 25th
AGM of the Company.
The Statutory Auditors of the Company have not reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in
force).
The Auditors' Report for the Financial Year ended March 31, 2023,
does not contain any qualification, reservation or adverse remark. Further the
Auditors' Report being self-explanatory does not call for any further comments from
the Board of Directors.
As the maximum "Statutory Tenure" of M/s. BSR &
Associates LLP, Chartered Accountants, (Existing Statutory Auditors) to continue as
auditors of the Company is about to end at the conclusion of forthcoming 25th
Annual General Meeting (AGM), the Board of Director of the Company on the recommendation
of Audit Committee, subject to approval of Shareholders of the Company, in their meeting
held on May 14, 2023, appointed M/s. S.R. Batliboi & Associates LLP, Chartered
Accountants (ICAI Firm Registration No. 101049W/ E300004), as Statutory Auditors for a
period of
5 (five) consecutive years commencing from the conclusion of the 25th
Annual General Meeting till the conclusion of the 30th Annual General Meeting.
The Board of Directors recommends the proposed appointment for the approval of
Shareholders.
M/s. S.R. Batliboi & Associates LLP, have confirmed that they have
not been disqualified to act as Statutory Auditors of the Company and that their
appointment is within the maximum ceiling limit as prescribed under Section 141 of
Companies Act, 2013/ relevant statute.
II. Maintenance of Cost Records and Cost Auditors
In terms of the Section 148 of the Companies Act, 2013 read with
Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost
accounting records and get them audited every year. Accordingly such accounts and records
were made and maintained for the financial year 2022-23.
The Board of Directors on the basis of recommendations from Audit
Committee has appointed M/s. Lavanya & Associates, Sole Proprietorship firm (Firm Reg.
No: 101257), represented by K.V.N. Lavanya, Sole Proprietor (Membership No: 31069), as
Cost Auditors of the Company for the Financial Year 2023-24 at a fee of H 2,00,000/-
(Rupees Two Lakhs Only) plus applicable taxes and out of pocket expenses subject to the
ratification of the said fees by the shareholders at the ensuing AGM.
The Cost Auditors of the Company have not reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force).
III. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, your Company had appointed M/s. Ravi & Subramanyam Company Secretaries ("Secretarial
Auditors") to conduct the Secretarial Audit of your Company for the Financial
Year 2022-23.
The Secretarial Audit Report for the Financial Year ended March 31,
2023 is annexed herewith as Annexure- 3 and forms an integral part of this
Annual Report. The Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
The Secretarial Auditors of the Company have not reported any fraud as
specified under the second proviso of Section 143(12) of the Companies Act, 2013
(including any statutory modification(s) or re-enactment(s) for the time being in force).
22. ANNUAL RETURN
As required under Section 92(3) of the Companies Act, 2013 read with
the Companies (Management and Administration) Rules, 2014, the Annual Return of the
Company is available on the Company's website at
https://www.rainbowhospitals.in/investor-relations/
reports/Draft-Annual-Return-FY-2022-23.pdf
23. RELATED PARTY TRANSACTIONS
In compliance with the requirements of the Companies Act, 2013 and SEBI
Listing Regulations, your Company has formulated a Policy on Related Party Transactions
which is also available on Company's website at
https://www.rainbowhospitals.in/investor-relations/
reports/policy/Policy%20on%20dealing%20with%20 Related%20Party%20Transactions.pdf
The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and its Related
Parties. All Related Party Transactions are placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for Related Party Transactions which are
of repetitive nature and / or entered in the Ordinary Course of Business and are at
Arm's Length.
All related party transaction entered during the year were in Ordinary
Course of the Business and on Arm's Length basis. No Material Related Party
Transaction, was entered during the year by your Company. Accordingly, the disclosure of
Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013
in Form AOC-2 is not applicable.
24. LOANS AND INVESTMENTS
Details of Loans, Guarantees given and Investments made by the Company
during Financial Year 2022-23 within the meaning of Section 186 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of
the SEBI Listing Regulations, are set out in Note No. 2.2 and in Note No. 2.10 to the
Standalone Financial Statements of the Company.
25. RISK MANAGEMENT
Your Company has a Risk Management Committee which monitors and reviews
the risk management plan / process of your Company. The Company has adequate risk
management procedures in place. The major risks are assessed through a systemic procedure
of risk identification and classification. Risks are prioritised according to significance
and likelihood.
The Risk Management Committee oversees the risk management processes
with respect to all probable risks that the organization could face such as strategic,
financial, liquidity, security including cyber security, regulatory, legal, reputational
and other risks. The Committee ensures that there is a sound Risk Management Policy to
address such risks. There are no elements of risk which in the opinion of the Board may
threaten the existence of the Company.
The details of the Risk Management Committee are given in the Corporate
Governance Report which forms integral part of this Annual Report.
26. WHISTLE BLOWER POLICY AND VIGIL MECHANISM
In Compliance with the provisions of section 177 of the Companies Act,
2013 and Regulation 22 of SEBI Listing Regulations, the Company has in place the Whistle
Blower Policy and Vigil Mechanism for Directors, employees and other stakeholders which
provides a platform to them for raising their voice about any breach of code of conduct,
financial irregularities, illegal or unethical practices, unethical behaviour, actual or
suspected fraud. Adequate safeguards are provided against victimization to those who use
such mechanism and direct access to the Chairman of the Audit Committee in appropriate
cases is provided.
The policy ensures that strict confidentiality is maintained whilst
dealing with concerns and also that no discrimination is made against any person. The
Whistle Blower Policy and Vigil Mechanism may be accessed on the Company's website at
https://www. rainbowhospitals.in/investor-relations/reports/policy/
Whistle_Blower_Policy.pdf
27. CORPORATE SOCIAL RESPONSIBILITY
The prime objective of our Corporate Social Responsibility policy is to
hasten social, economic and environmental progress. We remain focused on generating
systematic and sustainable improvement for local communities surrounding our Hospitals.
The Board of Directors of your Company has formulated and adopted a
policy on Corporate Social Responsibility which can be accessed at: https://www.
rainbowhospitals.in/investor-relations/reports/policy/ CSR_Policy.pdf
The annual report on corporate social responsibility activities
containing composition of CSR committee and disclosure as per Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 is attached and marked as Annexure
4 and forms part of this report.
28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report of financial performance
and results of operations of the Company, as required under the SEBI Listing Regulations
is provided in a separate section and forms an integral part of this report. It inter-alia
gives details of the overall industry structure, economic developments, performance and
state of affairs of your Company's business, risks and concerns and material
developments during the financial year under review.
29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report, as required
under the SEBI Listing Regulations, describing the initiatives taken by the Company from
environment, social and governance perspective is provided in a separate section and forms
an integral part of this Report.
30. CORPORATE GOVERNANCE REPORT
Your Company is committed to maintain the highest standards of
Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.
Separate report on Corporate Governance, forms an integral part of this Annual Report.
A certificate from M/s. BS & Company Company Secretaries LLP,
confirming compliance with the conditions of corporate governance is also attached to the
Corporate Governance Report.
31. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in compliance
with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee
(" ICC") as specified under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company conducts sessions for employees to build awareness amongst
employees about the Policy and the provisions of Prevention of Sexual Harassment of Women
at Workplace Act.
During the period under review, no complaint was received by the ICC.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014, is given below:
A. Energy Conservation:
The Company has continued its efforts to reduce its energy consumption
year on year.
Some of the key measures taken by the Company are as below:
I. Energy conservation measures taken/ Utilizing alternate sources of
energy:
Building Management System (BMS) for efficient HVAC operations
Usage of Energy efficient equipment at all levels.
Upgrade/replacement of equipment like ACs, Lighting system etc
Switching off ACs at unutilized areas and fixing AC temperatures
at 23 degrees for nonclinical Areas;
Insulations to AC units and supply line to avoid AC wastages
Switching to LED light fixtures.
Evaporative pre-cooling of air around the outdoor units.
Solar Power pack installation initiative.
Reduction in specific consumption for compressor by regular
maintenance
Reducing virtual energy consumption kVAh by repairing/installing
capacitors.
The outdoor units are serviced once in 15 days to keep them
clean & maintain the heat exchange surfaces effective
Efficient Chillers, DG sets, and Pumps have been installed for
New Projects
Variable Frequency Drives ("VFD") have been installed
to conserve energy across Hospitals
Installation of Motion sensors for auto switch off lighting
system
Installation of solar rooftops, solar water heaters and
energy-saving heat pumps.
II. Impact of Measures:
The energy conservation measures taken from time to time by your
Company have resulted in considerable reduction of energy and thereby reducing the cost.
III. Capital Investment on Energy conservation Equipment:
During the year under review, the Company has spent about H 19.78
Million as capital investment on various energy conservation initiatives like Solar
Heating System, LED Lights Fixtures, Motion Sensors, Variable Frequency Drives, Heat Pumps
and Solar roof tops.
B. Technology Absorption:
I. Technology Absorption, Adaptation & Innovation:
1) Efforts made towards technology absorption:
Implementation of QR based facility management application to
Digitalize the everyday functions of Engineering and Maintenance team with an overall
objective to bring quantitative and qualitative benefits.
Variable Frequency Drives (VFDs) have been used in Chillers and
critical AHUs.
Recirculation of treated water to reduce water wastage
Solar rooftops and Eco-Friendly STPs
Aerators to reduce water wastage
Registration of all new projects for Green Building
accreditations.
Implementation of salesforce as the Customer Relationship
Management (CRM) application
Implementation of Palo Alto as the firewall system
2) Benefits derived as a result of the above efforts:
The Company achieved Operational cost reduction, resource optimization,
Energy sources sustainability, Carbon emission reductions and improving the life span of
Assets etc.
3) In case of imported technology (imported during the last
three years reckoned from the beginning of the FY 2022-23): None
4) Expenditure incurred on Research and Development:
No expenditure was incurred on Research and Development by the Company
during the period under review.
C. Foreign exchange earnings and outgo
S. No. |
Particulars |
Amount (In J
Million) |
1 |
Foreign Exchange Earnings |
1.87 |
2 |
Foreign Exchange Outgo |
55.28 |
33. INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
Your Company has in place an adequate internal financial control
framework with reference to financial and operating controls thereby ensuring orderly and
efficient conduct of its business, including adherence to the Company's policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of accounting records, and timely preparation of reliable financial
information and such controls are operating effectively.
During Financial Year 2022-23, such controls were tested and no
reportable material weakness in the design or operation was observed.
The Directors have in the Directors Responsibility Statement confirmed
the same to this effect.
34. DISCLOSURE RELATED TO INSOLVENCY AND BANKRUPTCY:
No application has been made under the Insolvency and Bankruptcy Code;
hence the requirement to disclose the details of application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their
status as at the end of the financial year is not applicable.
35. NO DIFFERENCE IN VALUATION:
The requirement to disclose the details of difference between amount of
the valuation done at the time of onetime settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
36. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/ material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of your Company and its operations
in future.
37. COMPLIANCE OF SECRETARIAL STANDARDS
The Company has duly complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and
shareholders (SS-2).
38. ACKNOWLEDGEMENT & APPRECIATION
Your Directors express their sincere appreciation for the assistance
and co-operation received from the
Government authorities, financial institutions, banks, customers,
vendors and members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the employees.
For and on behalf of Board of Directors
Dr. Ramesh Kancharla
Chairman and Managing Director DIN: 00212270
Place: Hyderabad Date: May 14, 2023
ANNEXURE-2
Disclosures pertaining to remuneration under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 for the year ended March 31, 2023.
A. The ratio of the remuneration paid to each director during the year
to the median remuneration of the employees of the Company for the Financial Year:
S. No. |
Name of the Director |
Category |
Ratio of Remuneration to
the median remuneration of the employees |
1. |
Dr. Ramesh Kancharla |
Chairman & Managing Director |
230 |
2. |
Dr. Dinesh Kumar Chirla |
Whole-time Director |
139* |
3. |
Dr. Anil Dhawan |
Independent Director |
7 |
4. |
Mr. Aluri Rao Srinivasa |
Independent Director |
7 |
5. |
Ms. Sundari R. Pisupati |
Independent Director |
6 |
6. |
Mr. Santanu Mukherjee |
Independent Director |
7 |
* Includes Professional fee also
B. The percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer and Company Secretary, in the Financial Year:
S. No. |
Name |
Designation |
% Increase in Remuneration
in the Financial Year |
1. |
Dr. Ramesh Kancharla |
Chairman & Managing Director |
Nil** |
2. |
Dr. Dinesh Kumar Chirla |
Whole-time Director |
15.96 |
3. |
Dr. Anil Dhawan |
Independent Director |
Nil |
4. |
Mr. Aluri Srinivasa Rao |
Independent Director |
Nil |
5. |
Ms. Sundari R. Pisupati |
Independent Director |
Nil |
6. |
Mr. Santanu Mukherjee |
Independent Director |
Nil |
7. |
Mr. R Gowrisankar |
Chief Financial Officer |
25 |
8. |
Mr. Ashish Kapil |
Company Secretary & Compliance Officer |
10 |
** Dr. Ramesh Kancharla received a total remuneration of INR
6,00,00,004/- in Financial Year 2022 and INR 6,75,73,984/- in Financial Year 2023.
However, there is no increase in the remuneration of Dr. Ramesh Kancharla in the Financial
Year 2023, the difference is on account of below reasons: a) In Financial Year 2022, Dr.
Kancharla took a voluntary pay cut of INR 50,00,000/- ~ equivalent to one-month gross pay
on account of Covid; and b) Dr. Kancharla received Leave Travel Allowance of INR
25,73,980/- in Financial Year 2023.
C. Percentage increase in the median remuneration of employees in the
Financial Year:
The average percentage increase in the median remuneration of employees
in the Financial Year is 7.3%.
D. Number of permanent employees on the rolls of the Company:
The number of permanent employees on the rolls of the Company as of
March 31, 2023 is 3581.
E. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last Financial Year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
The average increase in the salaries of employees other than Managerial
Personnel was 12.2%. The above table contain the details of remuneration paid to the
managerial personnel. The remuneration paid to managerial personnel is basis prevailing
market trends, Company Performance and overall responsibility matrix and the same is in
line with the resolutions approved by the Board of Directors and/or Shareholders.
F. Affirmation that the remuneration is as per the Remuneration Policy
of the Company:
It is hereby confirmed that the remuneration is as per the Nomination
and Remuneration Policy of the Company.
For and on behalf of Board of Directors
Dr. Ramesh Kancharla
Chairman and Managing Director DIN: 00212270
Place: Hyderabad Date: May 14, 2023
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