Dear Members,

The Directors have pleasure in presenting here the Twenty Seventh Annual Report of your Company along with the Audited Standalone and Consolidated Financial Accounts and the Auditors’ Report thereon for the Year ended March 31, 2018.

FINANCIAL RESULTS

The highlights of Consolidated and Standalone Financial Results of your Company are as follows:

(Rs. In Lacs)

(Rs. In Lacs)

STATE OF COMPANY’S AFFAIR, OPERATING RESULTS AND PROFITS

Fortis Malar Hospital (formerly known as Malar Hospital) was acquired by Fortis Group in early 2008. The hospital founded in 1989, is established as one of the largest corporate hospitals in Chennai providing quality super specialty and multi-specialty healthcare services. Fortis Malar Hospitals, with 180 beds, focuses on providing comprehensive medical care in the areas of Cardiology and Cardiac Surgery, Neuro Surgery, Gynecology, Orthopedics, Gastroenterology, Neurology, Pediatrics, Diabetics, Nephrology and Internal Medicine.

Fortis Malar Hospital has a state of the art Cath Lab and multiple dedicated cardiac operation theatres and intensive coronary care units. Several rare and complex Adult and Pediatric, Cardiac surgeries, Orthopedic and Joint replacements, Neurosurgeries and Plastic reconstruction surgeries have been performed at this hospital. The hospital’s Obstetrics and Gynecology services are among the busiest in the city, successfully performing many complicated deliveries and surgeries. They are supported by a dedicated Neonatology unit.

Fortis Malar has been doing exceptional clinical work and has achieved the unique distinction of completing around 250 Heart / Lung transplants, reinforcing its position as a world class super specialty tertiary care centre. Additionally, it has made a mark for itself by performing complex and high end surgeries particularly in Cardiology, Neurology, Mother and Child Care, among others. We are delighted with the great work being done by our team of doctors, nurses, paramedics and other staff members and are confident that we will continue to deliver world class clinical programs, with consistently superior results in the future, as well.

OPERATIONAL AND FINANCIAL PERFORMANCE

During the Financial Year 2017-18, your Company achieved a consolidated income from operations of Rs.149.19 Cr against Rs.140.56 Cr during the last Financial Year ended March 31, 2017, representing a growth of 6% over the previous year. Consolidated Operating EBITDA for the year stood at Rs.1.75 Cr compared to Rs. 0.90 Cr in the previous year. Profit before exceptional item and tax stood at Rs.5.59 Cr compared to Rs.4.47 Cr in the corresponding period. Consolidated net profit for the year was Rs.3.32 Cr compared to Rs.3.11 Cr in the previous year.

Regarding the key performance indicators, the Company’s average revenue per occupied bed (ARPOB) improved significantly during the current year to ' 173 lacs from ' 155 lacs in the previous year. The average length of stay (ALOS) stood at 4.00 days in Financial Year 2018 compared to 3.39 days in Financial Year 2017. Occupancy of the hospital during the year was at 58% compared to 61% of the previous year. There has been no change in the nature of business of the Company during the year under review.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has not recommended any dividend for the FY 2017-18. Accordingly, there has been no transfer to General Reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2017-18 AND THE DATE OF THE REPORT

The Board of Directors of your Company at its meeting on August 19, 2016 approved a composite scheme of arrangement and amalgamation between your Company, Fortis Healthcare Limited (“FHL”), SRL Limited (“SRL”) and their respective shareholders and creditors (“Scheme”) for (i) the transfer of the undertaking, business and operations of your Company including assets and liabilities pertaining to the hospital business, as identified in the Scheme (“Transferred Undertaking”), as a going concern, by way of slump sale, from your Company to FHL, in lieu of payment of a lumpsum consideration by FHL to your Company (“Business Transfer”); (ii) the transfer by way of a demerger of the undertakings, business, activities and operations of FHL, pertaining exclusively to the diagnostics business of FHL as identified in the Scheme (“Demerged Undertaking”) to your Company, and consequent issue of equity shares by your Company to shareholders of FHL (“Demerger”); (iii) the amalgamation of all the undertakings and entire business of SRL with your Company and dissolution of SRL without winding up; the consequent issue of equity shares by your Company to the shareholders of SRL and the cancellation of equity shares of SRL held by your Company (“Amalgamation”) and various other matters consequential or otherwise integrally connected therewith, including the reduction of the securities premium account of FHL and the reorganization of the share capital of your Company pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (“Act”) (corresponding to Sections 391-394 of the Companies Act, 1956 read with Section 52 and Section 66 of the Act (corresponding to Sections 100 to 103 of the Companies Act, 1956), Section 2(1B) of the Income Tax Act, 1961, and any other applicable provisions of the Act or Companies Act, 1956.

The Scheme also received the approval of the Competition Commission of India on October 14, 2016. The BSE Limited conveyed its no adverse observations/no objections to the Scheme vide letter dated November 11, 2016. Subsequently, the Scheme had also been approved by the creditors and equity shareholders of your Company on April 26, 2017 and April 27, 2017 respectively. The Board of Directors of your Company on December 14, 2017 approved the extension of the long stop date of December 31, 2017 set out in Clause 61 of the Scheme to June 30, 2018.

The Board of Directors of your Company on June 13, 2018 approved withdrawal of the Scheme due to reasons beyond the Company’s control, the process had already taken over 18 months. Due to the inordinate delay in the approval of the composite scheme of demerger and less than optimum performance of diagnostics business during the period of delay, it was not suitable for the Company’s shareholders to continue with this scheme as the valuation ascribed earlier to diagnostics business not appropriate now. Also, the Company is a strong independent listed company and can continue to operate through a single hospital business model. Further, National Company Law Tribunal, Chandigarh, vide its order dated June 15, 2018 approved the scheme as withdrawn.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

DETAILS OF SUBSIDIARY

During the year under review, the Company has only one subsidiary Company i.e. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include setting up, managing / administering hospital(s) and to provide Medicare and Healthcare services.

Further note that the Board of Directors has adopted a policy for determining “material subsidiary” pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available at http://www.fortismalar.com/wp-content/uploads/2017/11/Policy-on-Material-Subsidiary-Company.pdf. Basis the Consolidated Audited Annual Accounts of the Company for the Financial Year 2017-18, the Company has no “material non-listed subsidiary” in terms SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY

The consolidated financial statements of the Company and its subsidiary, prepared in accordance with applicable Indian accounting standards, issued by the Institute of Chartered Accountants of India, forms part of the Annual Report. In terms of the Section 136 of the Companies Act, 2013, financial statements of the subsidiary company will be provided to any shareholder of the Company who asks for it and said annual accounts will also be kept open for inspection at the registered office of the Company and that of subsidiary. Performance and financial position of the subsidiary included in the Consolidated Financial Statements of the Company is mentioned below:-

LOANS/ADVANCES/INVESTMENTS/GUARANTEES

Particulars of Loans/Advances/Investments/Guarantees given & outstanding during the Financial Year 2017-18 are mentioned in notes to financial statements. Further, the loans have been given for meeting the working capital requirement and/or investments.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

AUDITORS

1. STATUTORY AUDITOR

M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants, were appointed as Statutory Auditors of your Company w.e.f. September 23, 2015 for period of 5 years subject to ratification by members at every Annual General Meeting.

Though the Ministry of Corporate Affairs has vide Companies Amendment Act, 2017, (effective May 7, 2018) removed the requirement of placing the matter relating to ratification of appointment of statutory auditors by members at every annual general meeting, your Company as a matter of good governance, and based on the recommendations of the Audit and Risk Management Committee, proposes to ratify appointment of M/s Deloitte Haskins & Sells LLP Chartered Accountants, as the Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company.

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

2. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant rules made thereunder or any amendments thereof, the Company is required to maintain cost records and accordingly such accounts and records are made and maintained by the Company in respect of its hospital activity and the same is required to be audited.Your Board had, on the recommendation of the Audit & Risk Management Committee, appointed M/s Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of the Company for the Financial Year 201718 at a remuneration of upto Rs.75,000 (Rupees Seventy Five Thousand) plus out of pocket expenses and taxes. 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 ratification. Accordingly, a resolution seeking Member’s ratification for the remuneration payable to M/s Jitender, Navneet & Co., Cost Auditors is included in Notice convening the Annual General Meeting.

3. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Mukesh Agarwal & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied to the extent feasible with the provisions of SS-1 i.e. Secretarial Standard on meetings of Board of Directors and SS-2 i.e. Secretarial Standard on General Meetings. The Report of the Secretarial Audit Report is annexed herewith as “Annexure I”.

The Secretarial Auditor in its report to the Board of Directors of the Company made the following comments:

1. The Company has created charges on fixed deposits and other deposits but didn’t file CHG-1 in this regard. However, the process to file the same has been initiated by the Company.

2. The Company has appointed Mr. Meghraj Arvindrao Gore as Whole-time Director at Annual general meeting held on September 27, 2017 on a remuneration of Rs. 2 Crores by way of passing Ordinary resolution. However, Company needs to pass special resolution in this regard.

3. The Company has not filed MGT-14 for the Board Resolution dated January 23, 2018 related to appointment of Key Managerial Personnel. However, Company filed the same as on July 13, 2018.

Management Comments:

Please note that observation 1 and 3 are self-explanatory. However, for the observation no. 2, please note that the Company is in the process of passing the special resolution at the Annual General Meeting to be held on September 28, 2018 and ratifying the same.

4. INTERNAL AUDITOR

Upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has appointed Mr. Rajiv Puri, Head Risk and Internal Audit of the Holding Company as the Chief Internal Auditor of the Company and authorized him to engage independent firms’ for conducting the internal audit for the Financial Year 2017-18. Accordingly, KPMG was engaged to perform Internal Audit for the Company.

During the period under review no fraud was reported by the above stated Auditors.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During FY 17-18, there was no significant material order passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

STOCK OPTIONS AND CAPITAL STRUCTURE

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the ESOP Scheme of the Company in accordance with the applicable SEBI Guidelines. Each option when exercised would be converted into one fully paid up equity share of Rs.10 each of the Company.

The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company.

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2018 under the “Malar Employees Stock Option Plan 2008” are set out in the “Annexure-II” to this Board’ Report.

The certificate from the Statutory Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI Guidelines would be placed at the Annual General Meeting for inspection by members.

The details pertaining the shares in suspense account are specified in the report of Corporate Governance forming part of the Board Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return is annexed herewith as “Annexure III”.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange is given in “Annexure IV”, forming part of the Board Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company continues to follow a strong internal control program that aims at safeguarding funds, provides efficient and effective management of assets and ensures accurate financial reporting. For all critical activities of the company, Standard Operating Procedures are in place that ensure oversight in connection with authorizations and reconciliations, review of employee performance, security of assets, and segregation of duties. The Company has a dedicated independent team of internal auditors who review the entire operations of the company and submit their findings to the Audit and Risk Management Committee with suggestions for improvements on a quarterly basis. The Audit and Risk Management Committee takes note of the same and guides the management in the implementation of suggestions.

CORPORATE SOCIAL RESPONSIBILITY -JOURNEY THROUGH THE YEAR (2017-18)

As a responsible corporate citizen and a member of the Indian healthcare ecosystem, we at Fortis Malar strongly believe that we can meaningfully alleviate the problem of inequitable access to quality healthcare. By creating and supporting social sector programmes linked to health and well-being, we seek to leverage our skills, experience, capabilities, technologies and facilities to address a critical social need for the vulnerable sections of society. We have continuously enabled programmes and initiatives, based on rigorous needs assessment, leading to not just improvement in healthcare service delivery but also creating social awareness and change. We believe this is the best way to have the greatest impact, because our interventions are capable of transforming lives, building aware communities and protecting the environment.

The CSR initiatives for Fortis Malar Hospitals Limited are led through Fortis Charitable Foundation, its designated CSR vehicle. The work of the Foundation is supported and executed by two entities: The Fortis Charitable Foundation (FCF) - a Trust set up in 2005 and The Fortis Foundation (FF) - a Section 8 Company set up in 2013.

These entities work in a collaborative and inclusive manner not only to align and synergise the social enterprise work of the group companies but also to expand their circle of partnerships with Government, Non-Government Organisations (NGOs), other corporates and individuals.

Working through a dedicated team of employees and volunteers, their work focuses on three programmes that work towards:

- The health and well-being of the Mother and Child (AANCHAL)

- The provision of timely medical support in the event of a disaster and enabling Charitable Medical Infrastructure (SEWA)

- Creating and supporting open platforms for Healthcare Information (SAVERA)

Fortis Malar Hospitals Limited has chosen to support Savera program focusing on Awareness Publication Communication and continues to support SEWA’s disaster Initiative. In the coming years, it will include other special purpose vehicles [including Fortis CSR Foundation] for sustainability and scalability of the project to carry out CSR activities.

ABOUT SAVERA PROGRAM

SAVERA focuses on developing, collating and providing access to healthcare information. It leverages different channels of communication - children’s books, audio-visuals, posters, and social media to create awareness on nutrition, health and hygiene.

SAVERA seeks to provide a platform to initiate and share research to create awareness on critical health issues and work towards driving opinion & public policy around viable options.

SAVERA has created a credible knowledge repository of disease related information under an open platform for sharing. SAVERA focuses on:

- Anti-Tobacco Campaign

- First Aid & Basic Life Support Training

- E-communication portal for Health Information - www.gyankaari.com

- Pilot projects

Fortis Malar in FY 17-18 supported the following under the Savera Program

FIRST AID/BLS TRAINING

The First Aid /Basic Life Support Training program- Training to over 110 police personnel in Basic Trauma Life Support (BTLS) enabling them as a first responder to save lives in case of emergency situations. The key elements of the program are-Cardiopulmonary Resuscitation (CPR), Immobilisation and controlling bleeding.

HEALTH INFORMATION PUBLICATIONS

Over the past year, the awareness has been created on health, hygiene and nutrition by distributing over 3,51,500 illustrative books and pamphlets on preventive and remedial health information. The information has been distributed across 25 NonGovernment Organisations and 31 hospitals pan India.

PILOT PROJECTS

Two pilot projects were undertaken

1. Impact study on Counselling of pregnant & lactating women; and

2. Smoking Cessation Clinic to reduce the incidence of preventable diseases

ABOUT DISASTER INITIATIVE OF SEWA PROGRAM

India has been historically vulnerable to disasters with floods, cyclones, earthquakes and landslides being a recurrent phenomenon. In the event of a disaster, thousands of lives are affected, and livelihoods worth millions are destroyed. The urgent need in such situations is access to medical care.

SEWA is a Disaster Relief Initiative that aims to provide emergency medical relief services in an organised and time sensitive manner to people affected by disasters. SEWA’s core commitment is to support the government’s efforts in providing medical relief during a calamity.

Fortis Malar in FY 17-18 structured its volunteer base to provide medical relief services in times of disaster situations.

The details of particulars pursuant to Section 134(3)(o) of the Companies, Act, 2013 read with rule 9 of the Companies (CSR) Rules, 2014 is given in ‘Annexure - V’, forming part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Daljit Singh, Non-Executive Non-Independent Director of the Board of Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee proposes his re-appointment to the shareholders of the Company.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Rahul Ranjan and Mr. Akshay Kumar Tiwari as an Additional Director (Non- Executive, Non-Independent) w.e.f. May 15, 2018.

Brief resume of directors seeking appointment and re-appointment along with other details as stipulated under Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are provided in the Corporate Governance Report.

During the period under review, following are the changes in Key Managerial Personnel:

a) The Board of Directors of the Company in its meeting held on May 23, 2017 appointed Mr. Vijayasarathy Desikan as Chief Financial Officer with immediate effect.

b) The Board of Directors of the Company in its meeting held on May 23, 2017 appointed Ms. Trapti Kushwaha as Company Secretary and Compliance Officer of the Company with immediate effect. However, she resigned from the Company w.e.f September 7, 2017.

c) The Board of Directors of the Company in its meeting held on January 23, 2018 appointed Mr. Shashank Porwal as Company Secretary and Compliance Officer of the Company with immediate effect.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

There are no inter-se relationship between the Board Members.

During the year 2017-18, five meetings were held by the Board of Directors. The details of board/committee meetings and the attendance of Directors are provided in the Corporate Governance Report.

Disclosures regarding the following are also mentioned in report on Corporate Governance forming part of this report:

1. Composition of Committee(s) of the Board of Directors and other details;

2. Details of establishment of Vigil Mechanism;

3. Details of remuneration paid to all the Directors including Stock Options; and

4. Commission received by Managing Director and/or Whole Time Director, if any.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own performance, the Directors individually, Chairman as well as the evaluation of the working of its Committees viz. Audit and Risk Management Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The following process of evaluation was followed:

MANAGERIAL REMUNERATION

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:-

a) Comparison and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2017-18

(Amount in Rs.)

* None of the other Directors was paid any remuneration, except sitting fees and the fees paid for services rendered in the professional capacity.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review

c) The percentage increase in the median remuneration of employees in the financial year 2017-18 is 8% (9.1% in the last year).

d) The number of permanent employees on the rolls of Company is 630 as on March 31, 2018.

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 any exceptional circumstances for increase in the managerial remuneration

f) Salary details along with the variable component and other benefits of the remuneration being paid to directors are detailed below:

(Amount in Rs.)

* None of the other Directors was paid any remuneration, expect sitting fees and the fees paid for services rendered in the professional capacity.

g) Remuneration has been paid to Directors and KMPs as per the Remuneration Policy of the Company;

h) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link http://www.fortismalar.com/wp-content/uploads/shareholdingpatterns/shareholdingpatterns 2015-2016/Policy-on-Compensation-Benefits.pdf.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office and/or Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

RELATED PARTY TRANSACTIONS

There are a few materially significant Related Party Transactions made by the Company with other related parties. Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in “Annexure VI” in Form AOC 2 as specified under the Companies Act, 2013.

All Related Party Transactions are placed before the Audit and Risk Management Committee for approval as required under SEBI (LODR) Regulations 2015. Prior omnibus approval of the Audit and Risk Management Committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to such omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit and Risk Management Committee on a quarterly basis.

The Company has developed a Related Party Transactions Framework and Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website and the same is available at the link: www.fortismalar.com/wp-content/uploads/2018/06/ Related-Party-Transactions-Framework-Document.pdf.

None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company, except to the extent of sitting fees and the fees paid for services rendered in the professional capacity and remuneration approved by the Board of Directors.

RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy. The said policy is being implemented and monitored by the Audit & Risk Management Committee. The details thereof are covered under Management and Discussion Analysis Report which forms part of the Annual Report.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Your Company has adopted a Policy for Prevention, Prohibition and Redressal of sexual harassment. There were no complaints relating to sexual harassment received during the year under review. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greatest emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your Company is committed to adopting and adhering to the best Corporate Governance practices recognized globally. Your Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders at all times.

The report of Board of Directors of the Company on Corporate Governance is given in the section titled “Report on Corporate Governance” forming part of this Annual Report.

Certificate of M/s. Sanjay Grover & Associates, Company Secretary in Whole-time Practice, regarding compliance with the Corporate Governance requirements as stipulated in Clause F, Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Corporate Governance Report.

CODE OF CONDUCT

Declaration by Mr. Meghraj Arvindrao Gore, Whole-time Director, confirming compliance with the ‘Code of Conduct’ is enclosed with Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards has been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for financial year ended March 31, 2018 and of the profit of the Company for the said period;

c) the directors 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) the directors had prepared the annual accounts on a going concern basis;

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

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

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government agencies for the assistance, co-operation and encouragement they have extended to the Company.

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued co-operation, patronage and trust reposed in the Company.

Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company. Your Directors also thank all the strategic partners, business associates, Banks, financial institutions and our shareholders for their assistance, co-operation and encouragement to the Company during the year.

By the Order of the Board

For Fortis Malar Hospitals Limited

Sd/-

Date: July 31, 2018 Daljit Singh

Place: Chennai Chairman