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Apollo Hospitals Enterprises

BSE: 508869|NSE: APOLLOHOSP|ISIN: INE437A01024|SECTOR: Hospitals & Medical Services
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Directors Report Year End : Mar '17    Mar 16

The Directors are pleased to present the THIRTY SIXTH ANNUAL REPORT and the audited financial statements for the year ended 31st March 2017.

Financial Results (Standalone)

(Rs. in million)

For the year ended

March 31, 2017

March 31, 2016

Income from operations

64,417

55,883

Profit before Exceptional Items and Taxation

3,589

4,428

Exceptional Items

-

(257)

Profit after Exceptional Items before Tax

3,589

4,171

Provision for Tax

738

832

Profit for the Period

2,851

3,339

Earning per Share (Rs.)

20.50

23.91

Indian Accounting Standards

The Ministry of Corporate Affairs vide a notification dated February 16, 2015, notified the Indian Accounting Standards (“Ind AS”) to be applicable to a certain class of companies including listed companies, for the accounting periods beginning on or after April 1,2016, with comparatives to be provided for the period ending on March 31, 2016. Ind AS has replaced the existing Indian GAAP prescribed under section 133 of the Companies Act, 2013. Accordingly, the standalone and consolidated financial statements for the financial year ended March 31, 2017, forming part of this Annual Report, have been prepared in accordance with Ind AS with a transition date of April 1, 2015.

The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been provided in the notes to accounts to the standalone and consolidated financial statements.

Results of Operations

During the year under review, the income from operations of the Company increased to Rs.64,417 million compared to Rs.55,883 million in the previous year, registering a growth of 15%. The profit after tax for the year declined by 15% to Rs.2,851 million compared to Rs.3,339 million in the previous year.

During the year under review, the consolidated gross revenue of the Company increased to Rs.72,549 million compared to Rs. 62,146 million registering an impressive growth of 17%. Net profit after minority interest for the group stood at Rs.1,990 million.

Consolidated Financial Statements

In accordance with Companies Act, 2013 (“the Act”) and Ind AS 110 - Consolidated Financial Statements read with Ind AS 28 - Investments in Associates and Ind AS 31 - Interests in Joint Ventures, the audited consolidated financial statements form part of the Annual Report.

In terms of provision to sub section (3) of Section 129 of the Act, the salient features of the financial statements of the Subsidiaries, Associates and Joint Venture Companies are set out in the prescribed Form AOC-1, which forms a part of the Annual Report.

In accordance with Section 136 of the Act, the audited financial statements, including the consolidated financial statements of the Company and audited accounts of the subsidiaries are available at the Company’s website: www.apollohospitals.com. The documents will also be available for inspection during business hours at the registered office of the Company.

Material Changes affecting the Company

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report. There has been no change in the nature of business of the Company.

Dividend

The Board of Directors has recommended a dividend of Rs.6.00 per equity share (120% on face value of Rs.5/-per share) on the paid-up equity share capital of the company for the financial year ended 31st March 2017 amounting to Rs.1,004 million inclusive of tax of Rs.170 million, which if approved at the forthcoming Annual General Meeting on 20th September 2017, will be paid to those shareholders whose names appear in the Register of Members as at the closing hours of business on 8th September 2017. In respect of shares held in electronic form, the dividend will be paid on the basis of beneficial ownership furnished by the depositories viz., NSDL and CDSL for this purpose.

The Register of Members and Share Transfer Books will remain closed from Saturday, 9th September 2017 to 20th September 2017 (both days inclusive).

The Board approved and adopted a dividend distribution policy at its meeting held on 30th May 2017 which is annexed herewith as Annexure-I to this Report and also posted in the Company’s website: www.apollohospitals.com.

Credit Rating

CRISIL has rated the company’s debt instruments as AA indicating a high degree of safety.

India Ratings and Research (Ind-RA) (a Fitch Group Company) has assigned the Company’s long term debt and Non-Convertible Debentures (NCDs), an IND AA Rating with a stable outlook.

Subsidiaries, Associate Companies and Joint Ventures.

At the beginning of the year, your Company had Sixteen direct subsidiaries and five step down subsidiaries, six joint ventures and three associate companies. As on 31st March 2017, your Company had eighteen direct subsidiaries, four step down subsidiaries, three joint ventures, and four associate companies.

The statement containing the summarized financial position of the subsidiary companies viz., Apollo Home Healthcare (I) Ltd (AHHCL), AB Medical Centres Limited (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital (UK) Limited (AHUKL), Apollo Hospitals Singapore Pte Limited (AHSPL), Apollo Health and Lifestyle Limited (AHLL), Western Hospitals Corporation Pvt Limited (WHCPL), Total Health (TH), Imperial Hospital and Research Centre Limited (IHRCL), Apollo Home Healthcare Limited (AHHL), Apollo Nellore Hospital Limited (ANHL), Sapien Bio Sciences Pvt Limited (SBPL), Apollo Rajshree Hospitals Pvt Limited (ARHL), Apollo Lavasa Health Corporation Limited (ALHCL), Assam Hospitals Limited (AHL), Apollo Hospitals International Limited (AHIL), Future

Parking Private Ltd (FPPL), Apollo Healthcare Technology Solutions Limited (AHTSL), Apollo Sugar Clinics Limited (ASCL), Apollo Specialty Hospitals Pvt Limited (ASHPL), Alliance Dental Care Limited (ADCL) and Apollo Dialysis Private Limited (ADPL), pursuant to Section 129 and Rules 5 of the Companies (Accounts) Rules, 2014 is contained in Form AOC-1, which forms part of the Annual Report.

Apollo Home Healthcare (India) Limited (AHHCL)

AHHCL, a wholly owned subsidiary of the Company recorded a revenue of Rs.0.01 million, and net profit of Rs.0.01 million.

AB Medical Centres Limited (ABMCL)

ABMCL, a wholly owned subsidiary of the Company does not have any commercial operations as it has leased out its infrastructure viz., land and building to the company for running a hospital. For the year ended 31st March, 2017, ABMCL recorded an income of Rs.6.76 million and a net profit of Rs.4.80 million.

Samudra Healthcare Enterprises Limited (SHEL)

SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi speciality hospital at Kakinada. For the year ended 31st March, 2017, SHEL recorded an income of Rs.309.16 million and a net loss of Rs.31.96 million.

Apollo Health and Lifestyle Limited (AHLL)

AHLL, is a 68.64% subsidiary of the Company engaged in the business of providing primary healthcare facilities through a network of owned/franchised clinics across India offering specialist consultations, diagnostics, preventive health checks, telemedicine facilities and a 24-hour pharmacy all under one roof. For the year ended 31st March, 2017, AHLL recorded an income of Rs.3,899.13 million and a net loss of Rs.1,418.04 million.

Western Hospitals Corporation Private Limited (WHCPL)

WHCPL, a wholly owned subsidiary of the Company, for the year ended 31st March 2017, recorded an income of Rs.17.31 million and a net profit of Rs.11.18 million.

Total Health (TH)

TH, a wholly owned subsidiary of the Company registered under Section 8 of the Companies Act, 2013, is engaged in carrying on CSR activities in the field of community/rural development.

Apollo Hospital (UK) Limited (AHUKL)

AHUKL is a wholly owned foreign subsidiary of the Company and has not yet commenced its operations.

Apollo Hospitals Singapore Pte Limited (AHSPL)

AHSPL is a wholly owned subsidiary of the Company and has not yet commenced its operations.

Imperial Hospital and Research Centre Limited (IHRCL)

IHRCL, a 90% subsidiary of the company owns a 240 bed multi-specialty hospital at Bengaluru. For the year ended 31st March, 2017, IHRCL recorded an income of Rs.2,111.93 million and a net profit of Rs.82.03 million.

Apollo Home Healthcare Limited (AHHL)

AHHL, a 80.87% subsidiary of the Company is engaged in the business of providing high quality, personalized and professional healthcare services at the doorsteps of the patients. AHHL recorded revenues of Rs.190.98 million and a net loss of Rs.104.93 million.

Apollo Nellore Hospital Limited (ANHL)

ANHL a 79.44% subsidiary of the Company has leased out its land at Nellore to the Company. ANHL recorded revenues of Rs.7.80 million and a net profit of Rs.5.90 million.

Sapien Biosciences Pvt Ltd (SBPL)

SBPL, is a 70% subsidiary of the company which is engaged in the business of bio-banking of tissues. For the year ended 31st March, 2017, SBPL recorded revenues of Rs.10.55 million and a net loss of Rs.3.22 million.

Apollo Rajshree Hospitals Pvt Ltd (ARHL)

ARHL, a 54.63% subsidiary of the company, runs a multi speciality hospital at Indore. For the year ended 31st March, 2017, ARHL recorded an income of Rs.355.03 million and a net loss of Rs.60.77 million.

Apollo Lavasa Health Corporation Limited (ALHCL)

ALHCL, a 51% subsidiary of the company, runs a hospital at Lavasa. For the year ended 31st March, 2017, ALHCL recorded an income of Rs.7.03 million and a net loss of Rs.39.06 million.

Assam Hospitals Limited (AHL)

AHL, a 59.08% subsidiary of the company, runs a multi speciality hospital at Guwahati. For the year ended 31st March, 2017, AHL recorded an income of Rs.1,109.78 million and a net profit of Rs.51.34 million.

Apollo Hospitals International Limited (AHIL)

AHIL, a 50% subsidiary of the company, runs a multi speciality hospital at Ahmedabad. For the year ended 31st March, 2017, AHIL recorded an income of Rs.1,729.39 million and a net loss of Rs.12.34 million.

Future Parking Private Limited (FPPL)

FPPL, a subsidiary of the company, has been promoted for the development of Multi level Car parking at Walace Garden, Nungambakkam, Chennai. FPPL recorded and income of Rs.41.95 Million and a net loss of Rs.27.53 million.

Apollo Healthcare Technology Solutions Limited (AHTSL)

AHTSL a subsidiary of the Company is in the process of setting up the Proton Therapy Centre in Chennai which will be the first of its kind in southern hemisphere offering advanced oncology care. AHTSL is yet to commence operations.

Apollo Speciality Hospitals Pvt Limited (ASHPL)

ASHPL, a subsidiary Company of Apollo Health and Lifestyle Limited, is engaged in the business of running day surgery centres. For the year ended 31st March, 2017, ASHPL recorded an income of Rs.1,812.52 million and a net loss of Rs.1,138.63. million.

Apollo Sugar Clinics Limited (ASCL)

ASCL, a subsidiary company of Apollo Health and Lifestyle Limited, is engaged in the business of running diabetes management centres. For the year ended 31st March, 2017, ASCL recorded an income of Rs.173.77 million and a net loss of Rs.107.55 million.

Alliance Dental Care Limited (ADCL)

ADCL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dental clinics. For the year ended 31st March 2017, ADCL recorded a revenue of Rs.335.12 million and a net loss of Rs.75.90 million.

Apollo Dialysis Pvt Ltd (ADPL)

ADPL, a subsidiary of Apollo Health and Lifestyle Limited is engaged in the business of running dialysis centres. For the year ended 31st March 2017, ADPL recorded a revenue of Rs.55.12 million and a net loss of Rs.0.42 million.

Corporate Governance

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The report on corporate governance as required under the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter Listing Regulations), forms an integral part of this report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.

Management s Discussion and Analysis Report

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section forming part of the Annual Report.

Business Responsibility Report

As stipulated under the Listing Regulations, the Business Responsibility Report describing the initiatives taken by the Company from an environmental, social and governance perspective is attached as part of the Annual Report.

Sexual Harassment

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company received 2 complaints under the policy, all of which were disposed off.

Vigil Mechanism/Whistle Blower Policy

The Company has established a vigil mechanism for Directors and Employees to report their genuine concerns, the details of which are given in the Corporate Governance Report. The policy on Vigil Mechanism and Whistle Blower Policy has been posted on the website of the Company www.apollohospitals.com.

Particulars of Loans, Guarantees and Investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Fixed Deposits

During the year, your company did not accept any deposits from the public.

The total outstanding deposits with the Company as on 31st March 2017 were Rs.150.21 million (Rs.273.41 million as on 31st March 2016) which include deposits for an aggregate value of Rs.16.12 million (Rs.18.87 million as on 31st March 2016) not claimed by the depositors.

Directors and other Key Managerial Personnel (KMPs)

Board Composition and Independent Directors

The Board consists of the Executive Chairman, four Executive directors and seven Independent directors.

Independent directors are appointed for a term of five years and are not liable to retire by rotation.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 (b) of the SEBI Listing Regulations.

The Company plans to induct new Independent Directors over the next couple of years to ensure that the process of transition on the Board with regard to Independent Directors is a smooth and gradual one .

Shri Habibullah Badsha, Shri Rafeeque Ahamed and Shri Rajkumar Menon, citing existing Professional Commitments, have resigned from the Board with effect from 14th August 2017. The Board placed on record its sincere appreciation for the valuable services rendered by these Individual Directors during their tenure.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013, Smt.Sangita Reddy, Director retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for re-appointment.

New Directors

Based on the recommendation of the Nomination and Remuneration Committee, the Board has recommended to the members that Dr.T. Rajgopal, and Shri. BVR Mohan Reddy, be appointed as Independent Directors for a term of 5 (five) consecutive years, with effect from their repective dates of appointment viz., 30th May 2017 and 14th August 2017 respectively.

The Company has received declarations from Dr.T. Rajgopal and Shri. BVR Mohan Reddy confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act 2013, the Key Managerial Personnel of the Company are Smt. Suneeta Reddy, Managing Director, Shri. Krishnan Akhileswaran, Chief Financial Officer and Shri. S.M. Krishnan, Company Secretary. There has been no change in the Key Managerial Personnel during the year.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and in terms of Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee approved a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

Meetings of the Board

The Board metsix times during the financialyear, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Risk Management

The Board of Directors had constituted a Risk Management Committee to identify elements of risk in different areas of operations and to develop a policy for actions associated to mitigate the risks. The Committee on a timely basis informed the members of the Board of Directors about risk assessment and minimization procedures and in the opinion of the Committee there was no risk that may threaten the existence of the Company. The details of the Risk Management Committee are included in the Corporate Governance Report.

Internal Financial Controls and their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The details of the internal control system and its terms of reference are set out in the Management Discussion and Analysis Report forming part of the Board’s Report.

The Board of Directors has laid down internal financial controls to be followed by the Company and the policies and procedures to be adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control systems periodically.

Significant and Material Orders passed by the Regulators or Courts.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013, the Board of Directors to the best of their knowledge hereby state and confirm:

a. that in the preparation of the annual financial statements for the year ended March 31, 2017, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any;

b. that such accounting policies have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2017 and of the profit of the Company for the year ended on that date;

c. 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;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Share Capital

The paid up Equity Share Capital as on March 31, 2017 was Rs.695.63 million. During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As of March 31, 2017, the details of shareholding in the Company held by the Directors are set out in the Corporate Governance Report forming part of the Board’s Report and none of the directors hold convertible instruments of the Company.

Rights Issue

The Board at its meeting held on 28th May 2015 approved the proposal to undertake an issue of equity shares to the existing shareholders on a Rights basis of a sum of upto Rs.7,500 million.

The purpose of the Rights Issue was to raise long term equity capital for the Company. The Company is awaiting necessary approvals for going ahead with the Rights Issue.

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 and dealing with related party transactions as approved by the Board may be accessed on the Company’s website www.apollohospitals.com. Your Directors draw the attention of the members to the Notes to the financial statements which sets out related party disclosures.

None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

Particulars of Employees and related disclosures

In terms of 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 names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also provided in the Annual Report, which forms part of this Report.

Having regard to the provisions of Section 136(l) read with the relevant provisions 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. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished free of cost.

Employee Stock Options

No Employee Stock Options have been given to the employees of the Company and thus no disclosure is required.

Corporate Social Responsibility Initiatives

As part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Rural Development, Education and Health. These projects are in accordance with Schedule VII of the Companies Act, 2013. The Report on CSR activities for the financial year 2016-2017 is annexed herewith as “Annexure A”.

Statutory Auditors

The Companies Act, 2013 (“the Act”) was notified effective April 1, 2014. Section 139 of the Act lays down the criteria for appointment and mandatory rotation of statutory auditors. Pursuant to Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, it is mandatory to rotate the statutory auditors on completion of two terms of five consecutive years. The Rules also lay down the transitional period that can be served by the existing auditors depending on the number of consecutive years for which an audit firm has been functioning as auditor in the same company. The existing auditors, S. Viswanathan, LLP, Chartered Accountants (Firm Registration No. 004770S/S200025) have served the Company for over 10 years before the Act was notified and will be completing the maximum number of transitional period (three years) at the ensuing thirty sixth Annual General Meeting.

Based on the recommendations of the Audit Committee, the Board has proposed the appointment of Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration Number 117366 W/W100018) as the statutory auditors of the Company in the place of S. Viswanathan LLP, Charterd Accountant for approval of the members. Deloitte Haskins & Sells, LLP will hold office for a period of five consecutive years from the conclusion of the Thirty Sixth Annual General Meeting of the Company till the conclusion of the forty First Annual General Meeting to be held in 2022 subject to ratification at every Annual General Meeting. The first year of audit will be concerning the financial statements for the year ending March 31, 2018.

The auditors have consented and confirmed their eligibility for appointment as statutory auditors of the Company.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the Directors on the recommendation of the Audit Committee, appointed M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) to audit the cost accounts of the Company for the financial year 2017-2018 on a remuneration of Rs.1.50 million.

As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a resolution seeking Member’s ratification for the remuneration payable to M/s. Raman & Associates, Cost Accountants, Chennai (ICWA Registration No.000050) is included at Item No. 9 of the Notice convening the Annual General Meeting.

Secretarial Auditors

The Board has appointed Smt. Lakshmmi Subramanian, Senior Partner, M/s. Lakshmmi Subramanian & Associates, a firm of Company Secretaries in Practice, to conduct Secretarial Audit for the financial year 2016-2017. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as “Annexure B”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Statutory Auditors and Secretarial Auditors Report

The Directors hereby confirm that there is no qualification, reservation or adverse remark made by the statutory auditors of the company or in the secretarial audit report by the practicing company secretary for the year ended 31st March, 2017.

Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo.

Information as required to be disclosed on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as “Annexure C”.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as “Annexure D”.

Acknowledgement

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, towards the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support.

For and on behalf of the Board of Directors

Place : Chennai Dr. Prathap C Reddy

Date : 14th August 2017 Executive Chairman

Source : Dion Global Solutions Limited
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