Dear Members,

The Directors have immense pleasure in presenting the Fourteenth Annual Report on business and operations of the Company and audited financial statements for the financial year ended March 31, 2018.

FINANCIAL & OPERATIONAL PERFORMANCE

[Rs. in million]

During the year under review, the income from healthcare services of the Company increased to Rs.3855.23 million as compared to Rs.3223.87 million in the previous year, registering a growth of 19.58%. Your Company has earned Profit after tax of Rs.440.15 million against Rs.303.62 million in the previous year registering a growth of 44.97%. The Company has carried net surplus of Rs.2142.94 million to the next year.

During the year under review, the consolidated income from healthcare services increased to Rs.3832.31 million as compared to Rs.3237.66 million in the previous year, registering a growth of 18.37%. The consolidated EBITDA exhibited a growth in of 18.88% in Fiscal 2018 rising to Rs.924.87 million from Rs.778.01 million in the previous financial year. The financial performance of the established units and gradual ramp up in the performance of the recently commissioned units are expected to drive up the EBITDA and EBITDA margin in the current financial year.

Consolidated Profit Margins:

Profit before tax (PBT) for Fiscal 2018 increased to Rs.572.74 million as compared to Rs.504.97 million in the previous year, registering a growth of 13.42%. Profit after tax (PAT) grew by 48.82% to Rs.427.15 million from Rs.287.02 million in the previous year. PAT margin improved to 10.89% in Fiscal 2018 as compared to 8.68% in the previous year.

Consolidated Earnings per Share:

The EPS of the Company decreased from Rs.3.40 in the previous year to Rs.2.85 in Fiscal 2018 due to addition of 19.354 million new shares issued under Initial Public Offer.

INDIAN ACCOUNTING STANDARDS (“Ind AS”)

In accordance with applicability of Indian Accounting Standards, the standalone and consolidated financial statements of the Company for the financial year ended on March 31, 2018 have been prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 & 2016 as applicable. The date of transition to Ind AS is April 1, 2016 and comparative figures in the Balance sheet as at March 31, 2017 and April 1, 2016 and statement of Profit and Loss and cash flow statement for the year ended March 31, 2017 have been restated accordingly. The reconciliations and descriptions of the effect of the transition from previous GAAP and Ind AS have been prepared and provided in the notes to the accounts to the standalone and consolidated financial statements. The detailed notes as to ‘Basis of Preparation’ have been provided in the notes to the accounts to the standalone and consolidated financial statements.

DIVIDEND

With a view to conserve resources and expansion of business, your directors do not recommend any dividend for the financial year under review.

INITIAL PUBLIC OFFER AND LISTING OF SHARES

The Directors are pleased to inform you that the Company’s Initial Public offering of 20,354,838 equity shares of Rs.10 each at price of Rs.248 per equity share (including premium of Rs.238 per share) comprising of fresh issue of 19,354,838 equity shares amounting to Rs.4800 million and offer for sale of 1,000,000 equity shares amounting to Rs.248 million aggregating to Rs.5048 million by way of Book Building process received overwhelming response from the investors. The issue was opened on December 5, 2017 and closed on December 7, 2017 and it was overall oversubscribed by 2.87 times excluding anchor portion. under the said IPO, Company has allotted 19,354,838 equity shares of Rs.10 each at a premium of Rs.238 per share aggregating to Rs.4800 million on December 13, 2017. The trading of Equity shares of the Company commenced on National Stock Exchange Limited and BSE Limited effective from December 15, 2017 and consequently the Company has become a listed entity

UTILIZATION OF IPO PROCEEDS

Your Company has appointed HDFC Bank Limited as Monitoring agency in terms of regulation 16 of SEBI (Issue of Capital and Disclosure Requirements) Regulation, 2009 as amended, to monitor the utilization of IPO proceeds and Company has obtained monitoring reports from the Monitoring agency from time to time and filed the same with both exchanges where equity shares of the Company are listed. The proceeds realized by the Company from the initial Public offering shall be utilized as per objects of the offer as disclosed in the Prospectus of the Company. Out of the IPO proceeds of Rs.4800 million, your Company has utilized Rs.3573.91 million as per objects of the offer and unutilized amount of Rs.990.37 million has been invested in the fixed deposits with the Bank and Rs.3.19 million were lying in escrow accounts of the Company. The proceeds of the issue were mainly utilized for repayment or prepayment in full, or in part of certain loans availed by our Company, purchase of medical equipment for existing, recently set up and upcoming hospitals, purchase of interiors, furniture, and allied infrastructure for upcoming hospitals and General corporate purposes. There has been no deviation in the utilization of the IPO proceeds of the Company. The Monitoring reports’ are available at Announcement section of https://www. shalby.org/investors.

SHARE CAPITAL

Authorized Capital

During the year under review, the authorized share capital of the Company was increased from Rs.1,112.50 million to Rs.1,177.50 million divided into 117,750,000 equity shares of Rs.10 each consequent upon the implementation of composite scheme of arrangement for spin off of the hospital division of Kamesh Bhargava Hospital and Research Centre Private Limited (“Transferor Company”) and transfer to Shalby Limited (“Transferee Company”) as approved by National Company Law Tribunal, Chandigarh bench vide its order dated July 13, 2017.

Issued, Subscribed and Paid-up Capital

The Issued, Subscribed and Paid-up share capital of the Company was increased from Rs.886.55 million to Rs.1080.10 million consequent to the allotment of equity shares in Initial Public Offer. The Company has not issued any shares with differential rights as to dividend, voting or otherwise.

During the year under review, your company has also issued 12,46,000 equity shares on a preferential basis pre-IPO to employees, doctors, associate persons and Shalby Medicos Trust formed for the benefit and welfare of doctors of the Company.

COMPOSITE SCHEME OF ARRANGEMENT

The Board of Directors of your Company, approved a composite scheme of arrangement under Section 391 to 394 of the Companies Act, 1956 (“Scheme”), for spin off of the hospital division of Kamesh Bhargava Hospital and Research Centre Private Limited (“Transferor Company”) and transfer to Shalby Limited (“Transferee Company”) subject to requisite approvals from the High Court of Punjab and Haryana and the High Court of Gujarat respectively, under whose jurisdiction the registered offices of both companies are situated, and for orders thereof for carrying this Scheme into effect. The Hon’ble High Court of Gujarat approved the Scheme by its order dated September 30, 2016, subject to the approval of scheme by Hon’ble High court of Punjab and Haryana. In light of the merger related provisions being notified under the provisions of the Companies Act, 2013, the Scheme was transferred from the High Court of Punjab and Haryana to the National Company Law Tribunal, Chandigarh Bench (“NCLT”) and NCLT, Chandigarh Bench finally approved the said Scheme by its order dated July 13, 2017. The scheme became effective when the Company filed the certified true copy of the order of NCLT with the office of Registrar of Companies, Gujarat on August 12, 2017. The appointed date for the scheme was September 7, 2015 as defined in the scheme. Upon the scheme become effective with effect from the appointed date, our Company has recorded the assets and liabilities of hospital division of transferor Company and resultantly goodwill of Rs.81.97 million was created and recorded in the books of the Company.

CONSOLIDATED FINANCIAL STATEMENTS AND REPORT ON PERFORMANCE OF SUBSIDIRIES

Your Company has four subsidiary companies viz. Vrundavan Shalby Hospitals Limited, Shalby (Kenya) Limited, Shalby International Limited (earlier known as Shalby Pune Limited) and Yogeshwar Healthcare Limited. In accordance with the provisions of Section 129(3) of the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Consolidated Financial Statements form part of this Annual Report which shall also be laid before the ensuing Annual General Meeting of the Company. The Consolidated Financial Statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. The Consolidated Financial Statements for the financial year ended March 31, 2018 are the Company’s first Ind-AS compliant annual Consolidated Financial Statements with comparative figures for the year ended March 31, 2017 which is also as per Ind-AS. The date of said transition is April 1, 2017. A report on the performance and financial position of each of the subsidiaries and associate companies as per the Companies Act, 2013 is provided as Annexure A which forms part of this Report. The financial statements of the Company and subsidiary companies shall be available for inspection by any shareholder(s) during working hours at the Company’s registered office and that of the respective subsidiary companies concerned. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available at Annual Reports section of https://www.shalby.org/investors.

During the year under review, your Company has acquired remaining 45% equity shares of Vrundavan Shalby Hospitals Limited in August, 2017 and consequent upon the said acquisition, the said Company became the wholly owned subsidiary of the Company.

AWARDS & RECOGNITIONS

Your Company received the “Best Medical Tourism Centre” award at the Gujarat Tourism Awards 2016. In June 2017, our CMD Dr. Vikram Shah has been conferred on with the Double Helical National Health Award 2017 for his outstanding record in Knee Replacement Surgery with his innovative “0 Technique”. In June 2017, Shalby was conferred on with the “Best CSR Initiative in Healthcare” award at the 7th Healthcare Leaders Forum, New Delhi. Dr. Vikram Shah has been further conferred on with ‘Times Man of the Year’ award by Times of India group in the current year for his outstanding contribution in the field of orthopedics on completion of 1,00,000 joint replacement surgeries. Dr. Vikram Shah and Dr. Darshini Shah have been conferred on with ‘luminary award’ by Divya Bhaskar group for their contribution in the field of orthopedics and Dental implantology, respectively.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 read with Companies Amendment Act, 2017, the extract of Annual Return is enclosed as Annexure - B (MGT-9) to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

Particulars of loans given, investments made, guarantees given and securities provided in the notes to the standalone financial statements forming part of this annual report.

PARTICULARS OF CONTRACTS OR ARRANGEMENT With RELATED PARTY U/S 188 OF The COMPANIES ACT, 2013

Most of the related party transactions that were entered into during the financial year were on arm’s length basis, however, few transactions were not at arm’s length basis and your Company has, accordingly taken approval of audit committee, Board of Directors and shareholders whenever applicable. Pursuant to Regulation 23 of the Listing Regulations, all related party transactions were placed before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions for their review and approval.

During the year under review, there were no material transactions with related parties except with Griffin Mediquip LLP, in terms of regulation 23 of SEBI Listing Regulations. The details of the related party transactions including material are provided in the Annexure - C (AOC - 2) pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014. Your directors draw the attention of members to the notes to the financial statements which set out related party disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT AND RESIGNATION

During the year under review, Dr. Dheeraj Sharma [DIN: 07683375], Non-Executive Independent Director resigned from the Board of Directors of the Company with effect from October 13, 2017. The Board, upon recommendation by Nomination and remuneration Committee and subject to the approval of members, appointed Mr. Ashok Bhatia (DIN: 02090239), as an Additional Director in the category of Independent Director of the Company through circular resolution with effect from October 23, 2017 for a period of 5 years. He holds the office upto the date of this Annual General meeting. Mr. Bhatia is having rich and varied experience in the field of healthcare and therefore Board of Directors at its meeting held on May 7, 2018 have decided to utilize his expertise in business development of the Company and accordingly Mr. Bhatia is redesignated as Non-Executive Non-Independent Director Subsequent to the closure of financial year under review, Dr. Darshini Shah [DIN: 00013903], Non-Executive Director resigned from the Board of Directors of the Company with effect from May 7, 2018. The Board, upon recommendation by Nomination and remuneration Committee and subject to the approval of members, appointed Mrs. Sujana Shah as an Additional Director in the category of Non-Executive Independent Director for a period of 5 years with effect from May 7, 2018, who holds the office upto the date of this Annual General meeting.

Requisite proposal seeking your approval for appointment of Mr. Ashok Bhatia as a Non-Executive Director with effect from May 7, 2018 and Mrs. Sujana Shah as Non-Executive Independent Director form part of the Notice convening 14th Annual General Meeting of the Company.

As on March 31, 2018, Dr. Vikram Shah, Chairman & Managing Director, Mr. Ravi Bhandari, Chief Executive Officer, Mr. Shantilal Kothari, Chief Financial Officer and Mr. Jayesh Patel, Company Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. There is no change in Key Managerial Personnel during the year under review.

DIRECTORS RETIRING BY ROTATION

In terms of section 152 of the Companies Act, 2013, Mr. Shyamal Joshi, (DIN: 00005766), being the longest in the office shall retire at the ensuing Annual General Meeting and being eligible for reappointment, offers himself for re-appointment.

A brief resume of Directors being appointed / re-appointed along with the nature of their expertise, their shareholding in the Company and other details as stipulated under Regulation 36 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as an annexure to the Notice of the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and under Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

BOARD MEETINGS

The Board met 4 times during the year under review, June 28, 2017, September 28, 2017, December 28, 2017 and January 9, 2018. The number of meetings and its attendance have been provided in the Report of Corporate Governance.

COMMITTEES

The Company has various committees which have been formed in compliance of provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are in compliance with the provisions of relevant statutes.

The Board has constituted following committees.

i. Audit and Risk Management Committee

ii. Stakeholder Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

v. Management Committee

vi. IPO Committee

The details with respect to the compositions, powers, roles, terms of reference, numbers of committees along with their attendance etc. of respective Committees are provided in detail in the ‘Report on Corporate Governance’ which forms part of this Annual Report.

POLICY ON APPOINTMENT AND REMUNERATION TO DIRECTORS, KMP & SENIOR MANAGEMENT PERSONNEL

Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed briefly in the Corporate Governance Report, which forms part of this Report. Your Company’s Policy on remuneration for the Directors’, Key Managerial Personnel and other employees and Company’s policy on Directors’ appointment including criteria for determining qualifications, positive attributes, independence of a director and other matters as required under sub-section (3) of Section 178 of the Companies Act, 2013 is available at Company Policies and Codes section of https://www. shalby.org/wp-content/uploads/2017/12/Nomination-and-Remuneration-Policy.pdf. There has been no change in the policy since last financial year.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Your Company upholds the standards of governance and is compliant with the provisions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015. The Report on Corporate Governance for FY 2017-18, as per Regulation 34(3) read with Schedule V of the SEBI (LODR), Regulations, 2015 forms a part of this Annual Report. The Certificate from Practicing Company Secretary confirming the compliance with the conditions of corporate governance as stipulated by Regulation 34(3) of SEBI (LODR), Regulations, 2015 is annexed to this Report.

In compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Conduct for all Board members and senior management personnel of the Company, who have affirmed the compliance thereto and the same is available at https://www. shalby.org/wp-content/uploads/2017/10/Code-of-Conduct-for-Directors-Senior-Management.pdf

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on the Company’s financial and operational performance, industry trends, business outlook and Initiatives and other material changes with respect to the Company and its subsidiaries, wherever applicable and CEO/ CFO Certificates thereto, are presented in separate section which forms part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD AND ITS COMMITTEE

The criteria for performance evaluation and the statement indicating the manner in which formal annual evaluation has been made by the Board are given in the ‘Report on Corporate Governance’, which forms part of this Annual Report.

Pursuant to provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of its own performance, Board committees and individual directors in the manner prescribed in Performance Evaluation Policy, which is available at https:// www.shalby.org/wp-content/uploads/2017/10/Performance-Evaluation-Policy-for-BOD.pdf

DEPOSITS

During the year, the Company has not accepted any fixed deposits from the public as per provisions of section 73 to 76 of the Companies Act, 2013 and Rules made there under. Hence, the disclosures as required under Rule 8 (5) (v) & (vi) of the Companies (Accounts) Rules, 2014, are not applicable to your Company.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards read with requirement set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) they had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) they had prepared the annual accounts on a going concern basis;

e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo required under the Companies (Accounts) Rules, 2014

(A) Conservation of Energy:

The operations of the Company are not energy-intensive. However, significant measures are being taken to reduce the energy consumption by using energy efficient equipment.

- Phasing out of CFL lamps to LED lights

- Introduction of timer based operation of air handling units to reduce power consumption

- Energy optimization practices implemented in transformer operation

- VFD installation for AHU motor in a phased manner

- All lifts and OT AHUs are operated with VFD panels

- For recently commissioned units, building orientation has been so designed that helps to maximize use of Day Light and to reduce heat gain in order to reduce energy consumption.

- For recently commissioned units, the building is being constructed by using structural steel to reduce embedded energy and also to reduce the impact of construction activities to the neighborhood and environment.

- The glass used for facade in a number of facilities is double glazed and is energy efficient low emissivity type which helps in reducing solar beat gain coefficient while improving the visibility.

- Rain water harvesting system installed at our green field recently completed projects to conserve natural resources

There would not be a material financial implication of these measures as energy costs comprise a very small portion of your company’s total expenses.

(B) Technology absorption:

I. The effort made towards technology absorption;

Over the years, your Company has brought into the country the best technology available in healthcare to serve the patients better and to bring healthcare of international standard within the reach of every individual.

In order to promote indigenous technology absorption, the following equipment has been installed at our various units;

a) Blood bank equipment including Deep freezer, Blood bank refrigerator, Platelet agitator/incubator, Blood collection monitor and tube sealer, Donor couch compofuge

b) X-ray system;

c) Dialysis machine;

d) Ventilator;

e) CT scanning machines;

f) MRI scanning machines;

g) ultrasound systems; and

h) Linac systems.

II. The benefit accrued due to this is primarily cost reduction from import substitution considering the impact of exchange rate fluctuation and revision of customs duty tariffs. The performance and quality of these equipments have been found to be quite satisfactory

III. The expenditure incurred on Research and Development : NIL

PARTICULARS OF EMPLOYEES & REMUNERATION

The details regarding ratio of remuneration of each director to the median employee’s remuneration and other details as required in section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended herewith as Annexure - D.

The statement containing information as per provision of Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in separate annexure forming part of this report. However, Annual Report is being sent without the said annexure. In terms of provisions of section 136 of the Companies Act, 2013, the said annexure is open for inspection at the registered office of the Company during the office hours. Any member interested in obtaining the copy of the same may write to the Company Secretary at the Registered Office of the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Company has in place adequate internal financial controls in order to ensure that the financial statements of the Company depict a true and fair position of the business of the Company. The Company continuously monitors and looks for possible gaps in its processes and it devices and adopts improved controls wherever necessary.

RISK MANAGEMENT

At Shalby, risks are measured, estimated and controlled with the objective to mitigate adverse impact. Your company’s fundamental approach to risk management includes, anticipate, identify and measure the risk. Your company has in place a mechanism to monitor and mitigate various risks associated with the business. The Company has adopted a risk management policy which inter alia, sets out our approach towards risk assessment, risk management, and risk monitoring, which is periodically reviewed by the Board. The said policy is available at https://www.shalby. org/wp-content/uploads/2017/12/Risk-Management-Policy.pdf

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report genuine concerns to the management regarding instances of unethical behavior, actual or suspected fraud or violation of Company’s Code of Conduct or mismanagement, if any. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for strict confidentiality, adequate safeguards against victimization of Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit and Risk Management Committee, in appropriate cases. The functioning of vigil mechanism is reviewed by the Audit and Risk Management Committee from time to time. None of the Whistle blowers has been denied access to the Audit and Risk Management Committee of the Board pertaining to whistle blower policy. The said Vigil Mechanism and Whistle-Blower Policy is available at https:// www.shalby.org/wp-content/uploads/2017/10/vigilmechanism_ whistleblower_policy.pdf

CORPORATE SOCIAL RESPONSIBILITY

In accordance with the requirements of Section 135 of the Act, your Company has constituted a CSR Committee, which comprises Mr. Umesh Menon, Chairman, Mr. Shyamal Joshi and Mr. Ashok Bhatia as its members as on March 31, 2018. The Company has also framed a CSR Policy in compliance with the provisions of the Act and content of the same is available at https://www. shalby.org/wp-content/uploads/2017/10/Corporate-Social-Responsibility-CSR-Policy.pdf The Annual Report on CSR activities outlining geographical areas for CSR activities, composition of CSR committee, amount of CSR fund to be expended etc is annexed herewith as Annexure - E.

OTHER DISCLOSURES AND INFORMATION

1. Sexual Harassment of Women at workplace

Your Company has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace under the provisions of Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act 2013 and rules framed thereunder. The Company has anti Sexual harassment Committee to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year under review, there were three complaints received which were investigated and resolved and there were no complaints pending at March 31, 2018.

2. Significant or Material Orders passed by the Authority

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

3. Material changes and commitments affecting financial position

There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year under review and to the date of this report.

STATUTORY AUDITOR & AUDITORS’ REPORT

Pursuant to Section 139 of the Companies Act, 2013, M/s. G. K. Choksi & Co., Chartered Accountants (Firm Registration no. 101895W), Statutory Auditor would complete their current term as Statutory auditors of the Company at the conclusion of the 14^th Annual General Meeting of the Company. The Board of Directors placed on record their sincere appreciation for their Professional Services.

As recommended by the Audit Committee, the Board of Directors has considered and recommended the appointment of M/s. T. R. Chadha & Co., LLP, Chartered Accountants as Statutory Auditors of the Company, for a period of 5 consecutive years from the conclusion of 14th Annual General meeting till the conclusion of 19th Annual General meeting of the Company. M/s T. R. Chadha & Co., LLP, Chartered Accountants, have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for appointment as auditors of the Company.

The Statutory Auditor’s comment on your company’s account for the year ended March 31, 2018 are self-explanatory in nature and do not require any explanation. The Auditors Report does not contain any qualification or adverse remarks.

During the year, the Auditors had not reported any matter under Section 143(12) of the Act and therefore no detail is required to be disclosed under Section 134(3) (ca) of the Act.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, M/s. Board Sanjay B & Associates has been appointed as Cost Auditors by the Board of Directors on the recommendation of Audit Committee, for audit of cost records for the year ended on March 31, 2018 and their remuneration was ratified by members at the 13th Annual General meeting of the Company. The Board of Directors of the Company re-appointed M/s. Board Sanjay B & Associates for audit of cost records for the year ended on March 31, 2019 at a remuneration of Rs.100,000/- plus applicable taxes and reimbursement of out of pocket expenses incurred, if any, in connection with the cost audit and recommended the members for their ratification.

Your Company has received consent along with confirmation that the appointment is in accordance with the applicable provisions of the Act and Rules framed thereunder and they do not hold any disqualification under section 139, 148 and 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed Mr. Shambhu J. Bhikadia, Practicing Company Secretary (PCS Registration no. 3894) to conduct the Secretarial Audit of the Company for the year ended March 31, 2018. The Secretarial Audit Report for the FY 2017-18 does not contain any qualification, reservation, or adverse remarks and is annexed to this Report as Annexure - F.

INTERNAL AUDITOR

Pursuant to the provision of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, M/s. Pricewaterhouse Coopers Pvt. Ltd., Chartered Accountants, Ahmadabad has been appointed as Internal Auditors of the Company for Financial Year 2018-19 to enhance the financial controls and practices within the Company.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their sincere appreciation for the wholehearted support and contribution made by all Doctors and their team, bankers, Government Authorities, auditors and shareholders during the year under review. Your Directors express their deep sense of appreciation and extend their sincere thanks to every employee at all level for their dedicated services and look forward their continued support.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

DR. VIKRAM I. SHAH

Place: Ahmedabad Chairman & Managing Director

Date: May 7, 2018 DIN: 00011653