SRL Diagnostics
SRL Diagnostics
SRL Diagnostics
2019-20
COMPANY INFORMATION
BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER
· Board’s Report 11
Auditor’s Report 64
Balance Sheet 76
Profit & Loss Account 77
Cash Flow Statement 78
Changes in Equity 79
Notes to Standalone Financial Statements 80
NOTICE
NOTICE IS HEREBY GIVEN THAT THE 25TH ANNUAL GENERAL MEETING OF THE MEMBERS OF SRL
LIMITED WILL BE HELD ON FRIDAY, AUGUST 28, 2020 AT 2:00 PM (IST) THROUGH VIDEO
CONFERENCING/ OTHER AUDIO VISUAL MEANS (‘‘VC/OAVM’’) FACILITY, TO TRANSACT THE
FOLLOWING BUSINESS:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited Standalone and Consolidated Financial
Statements of the Company for the financial year ended March 31, 2020, including the
audited Balance Sheet as at March 31, 2020, the Statement of Profit & Loss Account for the
year ended on that date and together with reports of the Board of Directors and Auditors
thereon.
2. To appoint a Director in place of Mr. Srinivas Chidambaram (DIN: 00514665), who retires by
rotation and being eligible offers himself for re-appointment.
SPECIAL BUSINESS
3. To appoint Dr. Kelvin Loh Chi-Keon (DIN: 08515101) as a Director of the Company and in this
regard to consider and if thought fit, to pass, with or without modification(s), the following
Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152, 160 & 161 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
amendment(s) thereto or re-enactment(s) thereof for the time being in force) and in terms
of Articles of Association of the Company, Dr. Kelvin Loh Chi-Keon (DIN: 08515101), who was
appointed as an Additional Director of the Company w.e.f. September 30, 2019 who holds
office upto the date of this Annual General Meeting in terms of Section 161 of the Act, and in
respect of whom the Company has received a notice in writing under Section 160 of the Act,
from a member proposing his candidature for the office of Director, be and is hereby
appointed as Non-Executive Director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby
authorized to do all such acts, deeds, matters and things as may be necessary, proper or
expedient to give effect to this resolution.”
4. To appoint Mr. Sim Heng Joo Joe (DIN: 08033111) as a Director of the Company and in this
regard to consider and if thought fit, to pass, with or without modification(s), the following
Resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 152, 160 & 161 and other applicable
provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment
1
and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or
amendment(s) thereto or re-enactment(s) thereof for the time being in force) and in terms
of Articles of Association of the Company, Mr. Sim Heng Joo Joe (DIN: 08033111), who was
appointed as an Additional Director of the Company w.e.f. November 26, 2019 who holds
office upto the date of this Annual General Meeting in terms of Section 161 of the Act, and in
respect of whom the Company has received a notice in writing under Section 160 of the Act,
from a member proposing his candidature for the office of Director, be and is hereby
appointed as Non-Executive Director of the Company, liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby
authorized to do all such acts, deeds, matters and things as may be necessary, proper or
expedient to give effect to this resolution.”
5. To ratify and confirm the remuneration payable to the Cost Auditors of the Company for the
financial year ending March 31, 2021 and in this regard to consider and if thought fit, to pass,
with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions,
if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, &
the Companies (Cost Records and Audit) Rules, 2014) (including any statutory
modification(s), amendments(s) thereto or re-enactment(s) thereof for the time being in
force), the remuneration of Rs. 1,75,000/- (Rupees One Lakh Seventy Five Thousand only)
(plus out of pocket expenses and applicable taxes, if any), payable to M/s Jitender, Navneet
& Co., Cost Accountants (Registration No. 000119), appointed by the Board as Cost Auditors
to conduct the audit of cost records of the Company for the financial year ending March 31,
2021, be and is hereby ratified and confirmed.
RESOLVED FURTHER THAT the Board of Directors of the Company, be and are hereby
authorized to do all such acts, deeds, matters and things as may be necessary, proper or
expedient to give effect to this resolution.”
By order of the Board of Directors
For SRL Limited
Notes:
1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (“the Act”) for
the matter which are unavoidable forms part of this Notice. Additional information as
required by Secretarial Standards issued by the Institute of Company Secretaries of India, in
respect of Director seeking appointment/re-appointment at the Annual General Meeting
(“AGM”) is furnished as Annexure to the Notice and marked as Annexure 1.
2. In view of the outbreak of COVID-19 pandemic, social distancing norm to be followed and
continuing restriction on movement of persons at several places in the Country and pursuant
to General Circular Nos.14/2020, 17/2020 and 20/2020 dated 8th April, 2020, 13th April, 2020
and 5th May 2020, respectively, issued by the Ministry of Corporate Affairs (“MCA Circulars”),
25th AGM of the Company is being conducted through Video Conferencing/ Other Audio
Visual Means (‘‘VC/OAVM’’) Facility, which does not require physical presence of members at
2
a common venue. The deemed venue for 25th AGM shall be the Registered Office of the
Company.
3. In terms of the MCA Circulars since the requirement of physical attendance of Members has
been dispensed with, there is no requirement of appointment of proxies. Accordingly, the
facility of appointment of proxies by Members under Section 105 of the Act will not be
available for 25th AGM. However, in pursuance of Section 112 and Section 113 of the Act,
representatives of the Corporate Members may be appointed for the purpose of
participation in 25th AGM through VC/OAVM Facility and Voting during 25th AGM.
4. Attendance of the Members attending the AGM through VC/OAVM will be counted for the
purpose of reckoning quorum under Section 103 of the Companies Act, 2013.
5. The Members will be allowed to pose questions during the course of the Meeting. Members
can also submit questions in advance with regard to the financial statements or any other
matter to be placed at the 25th AGM, from their registered email address, mentioning their
name, DP ID and Client ID number /folio number and mobile number, to reach the
Company’s email address secretarial@srl.in atleast 72 hours in advance before the start of
the meeting i.e. by August 25, 2020 by 2:00 p.m. IST. Such questions by the Members shall be
taken up during the meeting or replied within 7 days from AGM date by the Company
suitably.
6. Members may join the AGM through VC/OAVM facility by following the procedure as
mentioned below which shall be kept open for the Members from 1:45 p.m. IST i.e. 15
minutes before the time scheduled to start the AGM and the Company may close the
window for joining the VC/OAVM facility 15 minutes after the scheduled time to start the
AGM.
7. The Register of Directors and Key Managerial Personnel and their shareholding, maintained
under Section 170 of the Act and the Register of Contracts and Arrangements in which
Directors are interested maintained under Section 189 of the Act, will be available for
inspection on the Company’s website viz. www.srlworld.com in electronic form on the day
and during the meeting.
8. The Notice of AGM and Annual Report of the Company for the financial year ended March
31, 2020 is also available on the Company’s website viz. www.srlworld.com.
9. Since the AGM will be held through VC/OAVM Facility, the Route Map is not annexed in this
Notice.
10. The Members are requested to adhere to the following general guidelines during the
Meeting in order to ensure smooth virtual meeting:
a. The Members are requested to access the link (Join Microsoft Teams) sent to their
respective email ids to join the meeting.
b. Members/ invitees are requested to join the Meeting at least 15 minutes in advance via
MS Teams meeting invite, through their respective devices for better experience.
c. Further, Members will be required to use Internet with a good speed to avoid any
disturbance during the meeting. Please note that Members connecting from mobile
devices or tablets or through laptops etc connecting via mobile hotspot, may experience
3
Audio/Video loss due to fluctuation in their respective network. It is therefore
recommended to use stable Wi-Fi or LAN connection to mitigate any kind of aforesaid
glitches.
d. Please download the Microsoft Teams App and test the link in advance before the start
of the meeting.
e. In case of any loss of signal/drop out due to any technical glitch please re-join and
confirm your presence at the earliest.
f. No person other than the invited participants should have access to this e-meeting.
g. At the start of the Meeting, Members are required to keep video on so that the
Company can complete the roll call.
h. The Company will undertake roll call to seek a confirmation on the presence of all the
Members/ Invitees/ Directors
i. The entire Meeting proceedings will be recorded.
j. The participants to remain on mute at the start of the meeting and the respective
participants/ Members can unmute themselves at the time of speaking.
k. Every participant shall identify himself/ herself at the time of speaking on any query.
l. To ensure smooth and orderly flow of the meeting, it is recommended that all
questions/comments may be raised after the completion of particular agenda item.
m. In case poll is demanded for voting, the Members are requested to send their vote on
email address at secretarial@srl.in
n. If Member/ invitee need any assistance during the meeting he/ she can reach out to Mr.
Sumit Goel, Company Secretary & Organizer at +91 7827719993.
4
STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013
In terms of the provisions of Sections 161, 152 and other applicable provisions of the Act, the Board
of Directors, through resolution by circulation, appointed Dr. Kelvin Loh Chi-Keon (DIN: 08515101)
and Mr. Sim Heng Joo Joe (DIN: 08033111) as an Additional Directors (in the capacity of “Non-
Executive Directors”) of the Company w.e.f September 30, 2019 and November 26, 2019
respectively, subject to the approval of the shareholders, and who holds office upto the date of this
Annual General Meeting in terms of Section 161 of the Act.
The Company has received a notice in writing from a member under Section 160 of the Act,
proposing the candidatures of Dr. Kelvin Loh Chi-Keon & Mr. Sim Heng Joo Joe for the office of
Director(s) of the Company.
In the opinion of the Board, Dr. Kelvin Loh Chi-Keon & Mr. Sim Heng Joo Joe fulfils the conditions
specified in the Act read with the Companies (Appointment and Qualification of Directors) Rules,
2014 for appointment as Director(s) of the Company.
Except Dr. Kelvin Loh Chi-Keon & Mr. Sim Heng Joo Joe, being appointee(s), none of the Directors /
Key Managerial Personnel of the Company / their relatives, are in any way, concerned or interested,
financially or otherwise, in the resolutions set out at Item No. 3 & 4.
Pursuant to the provisions of Secretarial Standard on General Meeting (SS-2), the brief resume,
nature of expertise and other details of Dr. Kelvin Loh Chi-Keon & Mr. Sim Heng Joo Joe are
annexed herewith.
The Board commends the Ordinary Resolution(s) set out at Item No. 3 & 4 of the Notice, for
approval by the Members.
ITEM NO. 5
The Board of Directors, on the recommendation of the Audit Committee, has approved the
appointment of M/s Jitender, Navneet & Co., Cost Accountants as Cost Auditors of the Company at
a remuneration of Rs. 1,75,000/- (Rupees One Lakh Seventy Five Thousand only) (plus out of pocket
expenses and applicable taxes, if any) to conduct the audit of cost records of the Company for the
financial year ending March 31, 2021.
In terms of provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors as recommended by the
Audit Committee and approved by the Board of Directors, has to be ratified by the members of the
Company.
Accordingly, consent of the members is sought for ratification of the remuneration payable to the
Cost Auditors for the financial year ending March 31, 2021.
None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way,
concerned or interested, financially or otherwise, in this resolution.
The Board commends the Ordinary Resolution(s) set out at Item No. 5 of the Notice, for approval by
the Members.
5
By order of the Board of Directors
For SRL Limited
6
b) Date of appointment on the Board: 30/09/2019
An experienced healthcare executive with strong track record of delivery, Dr Loh has
extensive experience in leading large healthcare businesses, building relationships with
stakeholders, managing hospital operations, financial management and developing people.
He is also deeply familiar with the healthcare operating context in different countries
across Asia.
Prior to joining IHH Healthcare, Dr Loh was with Columbia Asia Group where he oversaw its
healthcare business comprising 28 hospitals across four countries in Asia as Chief Executive
Officer since 2017.
Dr Loh spent the early years of his career as a practising general physician. Driven by a
passion for healthcare systems improvement, he embarked on the management track in
the public healthcare sector and widened his healthcare portfolios to include clinical
services development, hospital planning and hospital management. In 2008, he joined IHH
Healthcare where he served nine years in numerous senior management roles, including as
Chief Executive Officer of Singapore Operations Division where he steered the group’s
integrated healthcare businesses in Singapore.
7
d) Brief Profile, Experience and Qualification:
As the Chief Executive Officer of Malaysia Operations Division, Joe Sim provides strategic
direction and leadership for Parkway Pantai’s integrated healthcare businesses in Malaysia,
which includes a network of 15 Gleneagles and Pantai hospitals and ancillary services such
as Pantai Integrated Rehab and Pantai Premier Pathology.
Joe has more than 17 years’ experience in the healthcare industry and was the winner of
the Leading CEO Award by Singapore Human Resources Institute in 2014. Prior to joining
Parkway Pantai in June 2017, he was Group Deputy Chief Executive of National University
Healthcare System in Singapore, where he had also served as Chief Operating Officer and
Chief Executive Officer of National University Hospital. He also held the roles of Chief
Corporate Development Officer, acting Chief Information Officer and acting Chief Executive
Office for new ventures with the National Healthcare Group in Singapore.
Joe began his career with the Singapore Administrative Service, building up a robust
portfolio at the Ministry of Finance, Community Development Council and Ministry of
Defence. In 2000, he founded a company that developed business-to-business trading hubs
before joining the private sector where he was responsible for developing thought
leadership, concepts and innovations on next-generation revenue agency for Accenture.
Between 2008 and 2015, Joe was also an adjunct lecturer at Nanyang Business School,
during which he was recognised with a Teacher of the Year Award. He is now an Adjunct
Associate Professor at the National University of Singapore’s School of Public Health and
Business School.
8
SRL ON THE GROWTH PATH
During last fiscal, SRL conducted about 30.4 million tests and served 12.7 million patients.
The Company was able to engage with around 8600 doctors across the country through 582
CMEs/ RTMs. Expanding its retail footprint was another major focus of the year with SRL
adding 420 new brand touch-points.
This year, 2020, is a landmark year for SRL Diagnostics. 25 years ago, SRL was incepted with a primary
mission to help people on their path to better health and SRL has stayed true to this purpose in many
ways all through these years.
Looking back at 2019, SRL diligently addressed its most pressing issues, with grit and reset its
foundation to drive long-term profitable growth. At the outset of the fiscal year, a robust strategy that
was based on six pillars: Channel, Market, Product, Brand, People and Technology was developed.
Consequently, some of these strategic moves have been around developing sales and marketing
expertise, becoming more customer-focused, expanding reach, introducing new tests, building
relationships with doctors and hospitals and investing in people and technology.
During last fiscal, SRL conducted about 30.4 Million tests and served 12.7 million patients. The
Company engage with around 8600 doctors across the country through 582 CMEs/ RTM s. Expanding
its retail footprint was another major focus of the year, and SRL added 420 new brand touch-points.
Furthermore, enhancing the Company’s operational efficiencies, SRL implemented some new-age
technologies and tests viz. NIPS (Non- Invasive Prenatal Screening), CMA (Chromosomal Microarray),
eFTS (Enhanced First Trimester Screening), High- Resolution HLA, ABPA , Biofire based tests, which
gained recognition from clinicians.
In order to provide a better insight on the new-age technologies implemented, SRL integrated AI and
data analytics to help improve testing. SRL completed the development of an Artificial Intelligence
algorithm in partnership with Microsoft for automated scanning of Liquid Based Cytology (LBC);Whole
Slide Images (WSI) used in screening for cervical cancer. The LBC AI algorithm identifies 20 regions of
interest in an LBC WSI to assist cytopathologist in diagnosing a case quicker and in a standardized
manner.
Alongside, the Company also rolled out campaigns, educating people on the right criteria on how to
choose diagnostics labs. In that light, its campaign #DoctorKnowsBest emphasized on the point that
factors like proximity, ambience, and discounts etc. are not the criteria one should factor in when
choosing a diagnostics lab. When in a dilemma, one should always consider a doctor’s
recommendation when choosing a diagnostic lab. The campaign was very well accepted by all
stakeholders and audiences and it won the E4M Healthcare Marcom Awards under the “Best use of
celebrity/ influencer” category.
Over the past year, SRL has faced significant headwinds. Online aggregators are squeezing the market
share in terms of pricing and marketing burn. Price capping by the government on basic diagnostics
pose a challenge. Coupled with the above, competition emerging from all sides in terms of geography,
product offerings, aggressive expansion, and brand investments are all leading to a higher competitive
industry. In addition to this, the Company’s network expansion in both the B2B and B2C segments was
slower than anticipated, which also impeded on its channel engagement and product portfolio
strategy. With this as a key growth imperative, SRL has undertaken initiatives primarily aimed at
fortifying its key pillars of a focused channel strategy along with a balanced and better integrated
product portfolio. As these efforts are being rolled out, they have seen initial success and have helped
9
the Company in achieving organic revenue growth of 3.7% (YT D Feb’20, pre-Covid), which lags the
industry growth average but is relatively Company’s trend growth metrics. The impact of the work
undertaken is only starting to become visible now, and the early green shoots on revenue growth were
visible in Jan- Feb 2020 (5.2% growth YoY). This is expected to become more evident going forward.
This is also the year when the world is facing one of the greatest health threats of a generation –
COVID 19 - one that profoundly not just impacts economy but the global economy and its people at
large. SRL remains strong, resilient and well positioned to support its employees, patients, doctors,
customers and communities across the country. SRL is at the forefront of this battle. The Company
was amongst the first few private labs chosen by the Indian Council of Medical Research (ICMR) to
conduct COVID-19 testing. SRL started testing from the last week of March at two of its clinical
reference labs at Mumbai and Gurugram, and currently, four labs within SRL’s network are conducting
these tests. So far, SRL has already conducted more than 80,000 tests (as on June 16, 2020) working
hand in hand, shoulder to shoulder with the government machinery across the country.
Looking at the impact of COVID-19, the diagnostics industry has been on a sharp decline since mid-
March. With the lockdown declared, the Company witnessed a significant effect on its walk-in and
home collection (B2C business). Also, with the logistical challenges to move samples around, with the
lockdown of interstate and intrastate movement, stopping of OPD services and elective surgeries at
hospitals and clinics, corporates working from home, etc., the B2B business was also equally affected.
While it is still uncertain as to how this crisis will ultimately end, including how long it will last, how
much economic damage it will do, or how fast or slow the recovery will be; it is however expected that
for the diagnostics industry, the recovery would be at a faster pace and in an extremely efficient
manner.
In the post- COVID Normal, there will be several new trends with respect to consumers, company
spending and even the involvement of the government. The consciousness amongst consumers is set
to go up, people would want to understand their immunity levels in general. People also understand
what molecular testing is, thanks to a higher consciousness of RTPCR tests for COVID. There would not
only be a rise in preventive check-ups but also a surge in preventive genetic testing. Even for the
corporates, spending on the health of their employees would go up. All of these will only bode good
news for diagnostics players.
SRL’s priorities looking forward are clear. Focus would be on improving the market depth and patient
accessibility, maximising the deep portfolio of tests, collaborating across lines of business to increase
client value and to drive consumer trials and doctor recommendations all resulting in driving long-
term profitable growth. SRL today is well positioned with the right building-blocks in place and with a
mission that matters – helping people in their path to better health.
10
BOARD’S REPORT
Dear Members
Your Directors have pleasure in presenting this 25thAnnual Report on the business and operations of
the Company together with Audited Financial Statements for the financial year ended March 31, 2020.
FINANCIAL SUMMARY/HIGHLIGHTS
(Rupees in Million)
PARTICULARS STANDALONE CONSOLIDATED
COMPANY’S PERFORMANCE
During the financial year ended March 31, 2020, your Company has recorded total income of Rs.
10,365.98 million which is 2.02% higher than the previous financial year’s total income of Rs. 10,160.75
million. The Profit before Tax is at Rs. 1,336.36 million, which is 7.31% Lesser than previous financial
year’s profit of Rs. 1,441.74 million. Total comprehensive income carried to the Balance Sheet for the
fiscal year is Rs. 823.24 million which is 10.12% Less as compared to the corresponding previous year‘s
surplus of Rs. 915.89 million.
During the financial year ended March 31, 2020, your Company has recorded total income of Rs.
7,458.11 million, which is 2.91% higher than the previous financial year’s total income of Rs. 7,247.13
million. The Profit before Tax is at Rs. 938.67 million which is 0.95% lesser than previous financial
year’s profit of Rs.947.67 million. Total comprehensive income carried to the Balance Sheet for the
11
fiscal year is Rs. 561.69 million which is 0.27% higher as compared to the corresponding previous year‘s
comprehensive income of Rs. 560.20 million.
Further, there has been no change in the nature of business carried on by your Company during the
period under review and no material changes and commitments have occurred between and the end
of financial year 2019-20 to which financial statements relates and the date of this report, which may
affect the financial position of the company.
Considering the future fund requirement of the Company to be met through retained earnings, your
Directors have not recommended any dividend on equity shares for the period under review.
Accordingly, there has been no transfer to General Reserve during the period under review.
SHARE CAPITAL
During the year under review, the paid-up Equity Share Capital of the Company stood at
Rs.78,42,55,420/- divided into 7,84,25,542 Equity Shares of Rs. 10/- each. As on March 31, 2020, none
of the Directors of the Company hold shares or convertible instruments of the Company.
Further, your Company has not issued shares with differential voting rights as to dividend, voting or
otherwise nor granted sweat equity shares under any scheme of the Company.
DEPOSITS
During the year under review, your Company has not accepted any deposit under Section 73 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.
The particulars of investments made and loans/ guarantees/ securities given along with the purpose
for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in
Notes to the Annual Financial Statements which forms part of this Annual Report.
Our customer satisfaction levels for the Company continued to be very positive, greater than eight out
of 10 clients were very satisfied with your Company. Our annual employee engagement survey also
confirmed that our people are productively engaged in the business. We believe high customer and
employee satisfaction levels are essential success factors in driving our business forward.
Your Company continues to occupy a dominant position in Public-Private Partnership (PPP) space of
providing diagnostic services in states of Jharkhand, Himachal Pradesh, and holy pilgrimage site-
Tirupati (started in Mar '19). SRL has successfully navigated the challenges posed by poor
socioeconomic factors, deficient healthcare infrastructure, uneducated masses in diverse
geographies.
Your Company continued to engage with the medical fraternity and promoted the scientific use of its
repertoire of tests in diverse clinical settings. New tests like NIPS (Non-Invasive Prenatal Screening),
CMA (Chromosomal Microarray), eFTS (Enhanced First Trimester Screening), High-Resolution HLA,
ABPA, Biofire based tests continued to create ripples and gained recognition from clinicians. SRL, as a
responsible corporate citizen, conducted more than 5000 health camps and engaged with 8,600
12
specialists and super-specialist doctors in 582 CMEs (Continuous Medical Education)/RTMs(Round
Table Meets). With the arrival of the fully automated system in our Reference Labs, fewer samples
need to be taken from patients, and these can simply be diagnosed in one place. This provides
healthcare professionals with faster results and higher accuracy.
On the technology front, our R&D department operationalized the Ion Chef System, which is the next
generation of workflow simplification products enabling the organization to offer the advanced
genomic analyses at a competitive price and turnaround time in the market. We also lobbied with the
Government of India authorities as well as with local administrative bodies in both of our reference
Labs to build the capability for pandemic Coronavirus. We also established an institutional level
partnership with the Translational Health Science & Technology Institute (THSTI) of India for
developing indigenous diagnostic assays.
At your Company, Quality is one of our critical pillars. Our Quality Audit and Compliance &
Accreditation teams played a pivotal role in ensuring the implementation of all good laboratory
practices of regulatory, standard practices, accreditation guidelines, and local regulatory
requirements. In FY 2019-20, the Quality team has worked for the continuation of all current
accreditation status as per their cycle of assessment. Your company has also achieved NABL
accreditation for two new labs in the last fiscal year.
Improved customer experience is the topmost priority for your Company. The facets of brand pillar
build around customers speak volumes about the commitment to customer-centricity. Year-on-year,
your Company continues to innovate, setting new benchmarks for itself, which over the years, have
become guidelines for others. Continuing with the tradition of innovation & improving customer
experience, your Company continued to work on improving product & service quality, standardized
experience across touchpoints, and help consumers to make an informed decision.
Among many firsts, this year saw the launch of uniforms for the front desk staff, phlebotomists, and
helmets for riders in Delhi & Mumbai. The start of uniform is a fist of many steps undertaken towards
improving consumers' and employee’s perception towards the brand and offers a seamless and
uniform experience to consumers across all brand touchpoints.
Despite the COVID-19 pandemic affecting the operations for a brief period, Your Company still saw a
positive performance in the last financial year. With the closures of few multi-lateral projects, effect
of price capping by the government and fierce competition, the overall revenue growth was a bit soft
but on the positive side. Your Company has been able to maintain the net profit margins, owing to
multiple initiatives taken throughout the year focused on process optimization and cost negotiations.
INTERNATIONAL BUSINESS
To cater to the ever-growing diagnostic needs of the global medical fraternity, SRL's International
Division became operational in 2003. The International Operations of the Company comprise state-
of-the-art labs in Dubai, Kathmandu, and Biratnagar (Nepal). In FY19-20, the Company completed the
work of setting up a lab in Kabul as a technical advisor to a local partner. The lab is first of its kind in
Afghanistan and started its operations in July '20, benefiting the region with advanced testing facility
from S.R.L. unmatched expertise. The Company also initiated the work of setting up a lab in Sri Lanka
as a technical advisor to a local partner. We also started Teleradiology services for Internationals
clients and International Research organizations. SRL's international network is spread across the
SAARC region, Gulf and the Middle East, Sub-Saharan Africa, and Southeast Asia.
13
BRAND INITIATIVES
The Company continued to engage with the medical fraternity and promoted the scientific use of its
repertoire of tests in diverse clinical settings. New tests like NIPS (Non-Invasive Prenatal Screening),
CMA (Chromosomal Microarray), eFTS (Enhanced First Trimester Screening), High-Resolution HLA,
ABPA, Biofire based tests continued to create ripples and gained recognition from clinicians. SRL, as a
responsible corporate citizen, conducted more than 5000 health camps, in which approximately 1.8
lac consumers/patients were screened for various lifestyle disorders. As part of ethical marketing, to
disseminate information about new diagnostic modalities and algorithms, SRL engaged with 8,600
specialists and super-specialist doctors in 582 CMEs (Continuous Medical Education)/RTMs(Round
Table Meets). Other notable scientific events that carved a niche in the diagnostic industry were
Oncocon & OncTalk with Oncologists, Pulmo Expert Forums with Pulmonologists, and Nephro Expert
Forums with Nephrologists. New Marketing campaigns like “Plant for Transplant” received
appreciation from various sections of the medical community. Experts from SRL COE of Transplant
Immunology & Histopathology continue to serve the medical fraternity with high-quality testing &
critical decision making. SRL COE for Transplant Immunology supported testing for 1800 solid organ
transplants PAN India in renowned medical setups in FY 19-20.
Home collect continues to be a key driver for B2C growth. Effective phlebotomy services are the first
step in providing quality pathology tests. The front desk staff and Home collect phlebotomists working
in the Labs, Patient Service Centre’s, or Collection centers, have been trained to understand the
patient’s needs to serve them better. Training courses have been conducted across all key cities to
enhance overall customer experience which includes fresh insight on soft skills, technical aspects along
with the latest up-gradation
Improved customer experience is the new mantra of success, especially in B2C facing businesses. SRL
is a champion when it comes to customer experience. The facets of brand pillar build around
customers speak volumes about the commitment to customer-centricity. Year-on-year, SRL continues
to innovate, setting new benchmarks for itself, which over the years, have become guidelines for
others. Continuing with the tradition of innovation & improving customer experience, SRL continued
to work on improving product & service quality, standardized experience across touchpoints, and help
consumers to make an informed decision.
This year saw a release of a series of video with brand ambassador Shilpa Shetty Kundra. The videos
released on the digital platform were created to break common myths associated with choosing a
diagnostics lab. With 5.60 Cr impressions and a 14.4% increase in mobile app downloads during the
campaign, the campaign was a success.
To further strengthen the pillars of Empathy (one of the four brand pillars), two new products were
introduced under the care portfolio. The products Pollution Care & Radiology Care are specially
crafted, keeping the ever-changing needs of the consumers in mind.
Among many firsts, this year saw the launch of uniforms for the front desk staff, phlebotomists, and
helmets for riders in Delhi & Mumbai. The start of uniform is a fist of many steps undertaken towards
improving consumers' and employee’s perception towards the brand and offers a seamless and
uniform experience to consumers across all brand touchpoints.
As a part of innovation drive, 250+ business locations from 70 cities across 15 states were digitized
(listed on Google Business Listing), making it easier for consumers/customers to navigate to the
nearest SRL center. The year saw SRL accomplished yet another milestone of 2 Million+ downloads of
its mobile app, highest in Diagnostics Category. This year also saw SRL mobile app and website
extended its reach to now 800+ tier 2 & tier 3 cities across India with the availability of close to 500
different tests to choose from.
14
As a part of the marketing initiatives, Club SRL- The consumer loyalty program was tweaked to have a
two-tier membership plan, namely entry-level Silver and more premium Gold, both offering unique
membership benefits to consumers.
SRL continues to occupy dominant position in Public Private Partnership (PPP) space of providing
diagnostic services in states of Jharkhand, Himachal Pradesh and holy pilgrimage site-Tirupati (started
in Mar’19). SRL has successfully navigated the challenges posed by poor socio-economic factors,
deficient healthcare infrastructure, uneducated masses in diverse geographies. E.g. SRL has set up
diagnostic centers in rural PHCs (Public Healthcare Centers) in Jharkhand.
In Jharkhand, SRL has assisted state government in various healthcare schemes like Mukhya Mantri
Janani Sishu Swasthya Abhiyan (MMJSSA) and took healthcare to people doorstep. It has assiduously
provided diagnostic services to more than 2.9 lakh individuals and carried out 8.2 lakh tests of
communicable and non-communicable diseases in FY 19-20. Since inception, it has served more than
a million patients and performed more than 3 million tests. SRL has walked an extra mile to serve
bottom of the pyramid tribal population by setting up diagnostic centers in remote PHCs (viz. Barhait,
Barharwa, Boarijor, Borio etc.) of districts like Godda, Sahibganj, Hazaribagh and Dumka. In FY 19-20,
SRL conducted 110 bone health awareness camps in which 4,767 patients were screened for bone &
joint disorders. SRL has tied up with TB departments of 4 districts to provide rapid diagnostic access
to TB patients.
Last year, SRL conducted health screening for 8,000 female students of 20 Kasturba Gandhi Balika
Vidyalaya at Hazaribagh and Dumka locations in co-ordination with Jharkhand Education Department.
Based on the outcome of this pilot screening, Jharkhand Govt has expressed desire to screen all 80,000
students from 280 Kasturba Gandhi Balika Vidyalaya in all districts of Jharkhand.
SRL has drawn considerable praise from various quarters, for its untiring work in the state of Himachal
Pradesh, by providing uninterrupted diagnostic services on PPP mode, in 24 health institutions of state
government. In a state characterized by hilly terrain, with extreme climatic conditions and disaster
prone areas, poor connectivity particularly during monsoon and winter months, SRL has served
approx. 5 million patients, since inception. In the process SRL has carried out 17.7 million routine and
specialized tests, thereby alleviating the miseries of poor people who visited government healthcare
facilities in the state.
SRL, continues to provide yeoman service in Pious city of Tirupati, Andhra Pradesh, after it entered
into PPP agreement with Tirumala Tirupati Devasthanams trust, to provide advanced diagnostic
services to pilgrims, Below Poverty line people, locals and people from neighboring districts and states.
City SRL lab is well equipped with state-of-the-art technology and other amenities designed to provide
patients with best-in-class diagnostic services, at highly subsidized rates. SRL has been instrumental
in serving thousands of patients and change their lives for the better, in the interim period.
TRAINING
Training continues to remain one of the Company’s key focus areas. In last few years, SRL has
progressed to bring many tailor-made competency enhancement programs. SRL’s training curriculum
includes robust Technical Trainings as well as specialized Behavioural trainings from best of the
faculties from the internal talent pool and also liaisoning with best of the external faculties.
The Company’s prestigious 15 days training program “Nneev” has been further strengthened with a
better mix of ‘Theory’ and ‘Exercise’ with inclusion of different learning enhancement activities, now
15
includes courses such as ‘Consultative Selling Skills’, ‘Effective Communication Skills’ and ‘Biomedical
Waste Management’. In FY19-20, the Company clocked as high as 3,952 Man days covering over 1,700
employees including 6 Nneev trainings each for Sales and Operations team. Looking into the strong
need of customer centricity, the company also launched F.A.C.E.TOTAL (Foremost Attention to
Customer Engagement) workshops for the customer facing employees and trained 456 employees in
FY 19-20. Additionally, workshops for First Time Managers covering all the relevant aspect for smooth
transition to people management were also scheduled.
Further the company conducted the workshop for the Prevention of Sexual Harassment (POSH) for IC
members covering 30 people. The company also conducted a Leadership Development Workshop
through Gallup certified coach for their strength assessment as well as succession planning for critical
roles.
OPERATIONS
Your Company is the leading diagnostic laboratory network in India, successfully delivering global
Standard Diagnostic services, both in the field of Laboratory Medicine and Imaging. As on March 31,
2020 your Company’s laboratory network extends to 168 Laboratories (which includes 34 Owned Labs,
41 Franchisee Labs, 26 Fortis Labs, 56 Other Hospital Labs, 4 International Labs, 7 Wellness Centers),
98 Company Owned and Company Operated Collection Centers, 1144 other Collection Centers in
India, 79 Collection Centers outside India and over 8288 Collection Points. Your Company, being
committed to quality, has highest number of accredited labs -39 labs accredited by the NABL (ISO
15189:2012), 3 labs accredited by CAP and 1 Centre accredited by NABH.
The following are the major achievements of your Company during the Financial Year 2019-20: -
At SRL the Information Technology department is constantly innovating and upgrading its systems and
at the same point in time ensuring alignment with business needs and deliver business centric
solution. The year gone by in FY 19-20 has seen a lot many initiatives undertaken with a strategic focus
on Digital transformation in areas of Organizational Governance & Control, Customer Experience,
Process Automation and Employee productivity.
Following are the key initiatives undertaken during the financial year:
v Customer Experience – On one side, IT delivered a completely new mobile app (B2C) with not
only a new and better UI, but also a recommendation engine, which is based on a basic
Machine Learning and data mining algorithm for recommending tests/packages to customers
either basis their buying patterns or disease history. On the other hand, in B2B space, IT
adopted a new content delivery platform (mobile/tablet based) where test specific online
content can be demonstrated to doctors in an animated, convenient way i.e. strike clear
conversations and steer seamlessly through the presentation (E-Detailing).
v Process Automation – Existing processes were automated and new process implemented
with a view on improving employee productivity and do away with delays on account of
human intervention. These included Logistics Sample tracking application (pre-analytical
sample pick up), as well as multiple areas in Lab operation.
v Organizational Governance & Control – Two fold approach was undertaken by IT, where by
not only system enhancements were done to ensure better control but focus was on
information/data security too. SRL expanded its audit scope and two of our reference labs
have ISO 27001:2013 certification (Goregaon and Gurgaon Reference lab).
16
v Employee Productivity – SRL upgraded its HR IT platform to a new and updated product which
is mobile app enabled. Routine features of Attendance management, approvals, Travels,
Claims and Leave management can be managed from within the mobile app. Enhanced
features like Performance Management are also available from the app. Employee to
employee connect through a Chat bot within the app are some additional features available,
that enhances employee productivity.
Beyond the above, SRL continued to ensure that new Lab setup, instrument interfacing and other
operational work continues with an improved pace. On the same lines, SRL IT contributed to 30 new
lab projects and interfaced 118 new instruments (including high end middleware in COBAS Infinity)
that had 36 unique new instruments. SRL IT also contributed to opening of 32 new collection centre’s
whereby SRL’s proprietary POS application (CC Direct) was installed and training provided.
Your Company, being committed to quality, has highest number of accredited labs- 40 labs accredited
by the NABL (ISO 15189:2012), 3 labs accredited by CAP and 1 Centre accredited by NABH.
The details of Accreditation and Certification of the Reference Laboratories of your Company are as
follows:
v CAP inspection of SRL Mumbai Reference Lab for renewal of accreditation held on 7th Jan
2020 and received its accreditation certificate on 18th Feb 2020. The new certificate is valid
till 30th March 2020.
v NABL Re-assessment of Mumbai Reference Lab held on 23 rd-24th Feb 2019. Renewal of
accreditation granted successfully. The accreditation certificate is valid till 5 th May 2021.
v ISO 9001:2015 Recertification audit of R&D Division held on 27-28thMay 2019. Renewal of
certification granted successfully. The new certificate is valid till 12th July 2022.
v ISO 27001:2013 Surveillance audit of Information Technology (IT) division held on 23-24th
December 2019. No non-conformity rose during the audit and the IT Division was granted
continuation of certification for ISO 27001:2013. Activities like Data Centre Operations
and IT Services are covered under the scope of ISO 27001:2013.The certificate is valid till
26th January 2021.
17
v The Mycobacteriology Department successfully completed testing of Panel Cultures for
1st and 2nd line Anti TB drugs as part of RNTCP accreditation for Mycobacteriology Culture
and DST by liquid Culture method in November 2019.
v Four Clinical Trial Audits by various sponsors were held during the year 2019-20.
v CAP inspection of SRL Gurgaon Reference Lab for renewal of accreditation held on 10th
Jan 2020 and received its accreditation certificate on 9th March 2020. The new certificate
is valid till 30th April 2022.
v NABL Re-assessment of Gurgaon Reference Lab held on 9th-10th March 2019. Renewal of
accreditation granted successfully. The accreditation certificate is valid till 6 th June 2021.
v Information Technology division had applied for ISO 27001:2013 certification and
successfully completed Stage-1 audit on 1st April 2019 and Stage-2 Audit on 29-31st May
2019 . First ISO 27001:2013 Certification granted on 17th June 2019 and is valid up to 14th
June 2022.
v NABL Re-assessment of Kolkata Reference Lab held on 13-14th July 2019. Renewal of
accreditation granted successfully. The accreditation certificate is valid till 13 th Oct. 2021.
v Submitted Annual desktop surveillance audit report to NABL on 30th June 2019 and
continuation of accreditation as per ISO 15189:2012 granted on 22nd July 2019.
During the year under review, your Company’s Labs located in SRL Raipur had applied for and received
first NABL Accreditation as per ISO 15189:2012 on 26th April 2019.
NABL accreditation has been renewed for the company’s lab as per ISO 1589:2012 located at Fortis
Amritsar, Fortis Nagarbhavi Bangalore’, Fortis Bannerghatta Bangalore’, Fortis Cunningham Road
Bangalore’ Fortis Anandpur-Kolkata, Fortis Shalimar Bagh-New Delhi, Fortis Vasant Kunj-New Delhi,
FMRI Gurgaon, Fortis Vashi-Navi Mumbai, Fortis Faridabad, Fortis Okhla-New Delhi, SRL CoE Mahim,
SRL Mandi (HP), SRL Hamirpur(HP), SRL Chandigarh, SRL Dibrugarh, Fortis Noida.
Your Company has won the Best brand in diagnostic services in Pathology and Radiology award during
‘The Economic Times Best Brands Awards-2019’. The Company was also felicitated at the 8th Global
Economic Summit in Mumbai for its outstanding work in the field of medical diagnostics. It has been
putting technology to its best use for HR initiatives like training and employee development. Last year,
18
it won the ‘Best Use of Technology for Training” award at the Times Ascent National Award for
Excellence in Training and Development. Though awards and recognition do not drive us, we are proud
to have our sustainability efforts and achievements acknowledged by country-leading ratings and
rankings bodies. In addition to these, some of the Key recognitions that came this year include:
· E4M Healthcare Marcom Awards under the “Best use of celebrity/ influencer” category. It was
for our campaign #DoctorKnowsBest that aimed to emphasize on the point that one should
always listen to the doctor’s recommendation when choosing for diagnostic labs instead of
considering factors like proximity, ambiance, and discounts
Your Company has adopted an Anti Harassment & Grievance Redressal Policy for Prevention,
Prohibition and Redressal of Sexual Harassment and complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. During the year under review, there were no
complaints received/pending relating to sexual harassment.
The Company has designed a risk management policy and framework for risk identification,
assessment, mitigation plan development and monitoring of action to mitigate the risks. The key
objective of the ERM policy is to provide a formalized framework to enable judicious allocation of
resources on the critical areas which can adversely impact the Company’s ability to achieve its
objectives. The policy is applicable to the Company and its subsidiaries. This framework enables the
management to develop and sustain a risk-conscious culture, wherein, there is a high degree of
organization-wide awareness and understanding of external and internal risks associated with the
business. The policy defines an architecture and oversight structure to assist effective
implementation. By clearly defining terms and outlining roles and responsibilities, ERM promotes risk
ownership, accountability, self-assessment and continuous improvement to minimize adverse impact
on achievement of business objectives and enhance the Company’s competitive advantage.
At Company, the management has the overall responsibility to design, implement and monitor an
effective control environment that is aligned to the operating environment and inherent business
risks. The internal control system has been designed commensurate with the nature of business, size
and complexity of operations and is monitored by the management to provide reasonable assurance
on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial
reporting and compliance with applicable laws and regulations.
An entity level control framework sets the control philosophy and principles which guide the
organization policy and operating processes. Your Company has institutionalized a robust process and
internal control system commensurate with its size and operations. The organizational hierarchy, role,
responsibility, authority and accountability structures have been defined to provide an enabling
environment for business functions and units to operate as per the designed control environment.
Review and oversight procedures are designed to monitor effective adherence to design.
The internal control framework is supplemented with an internal audit program that provides an
independent view of the efficacy and effectiveness of the process and control environment and
through its observations provides an input to the management to support continuous improvement
19
program. The internal audit program is managed by an Internal Audit function directly reporting to
the Audit & Risk Management Committee of the Board.
The scope and authority of the Internal Audit Function is derived from the Audit Charter approved by
the Board. The Internal Audit function develops an internal audit plan to assess control design and
operating effectiveness, as per the risk assessment methodology.
The Internal Audit function provides assurance to the Board and management that a system of internal
control is designed and deployed to manage key business risks and is operating effectively. For the
identified observations, management provides an action plan to address the process and control
deficiencies noted in the internal audit reviews and action plans are monitored for compliance by the
Internal Audit Function under the supervision and guidance of the Audit and Risk Management
Committee.
The Company has received declaration from all the Independent Directors of the Company confirming
they meet with the criteria of Independence, as prescribed under Section 149(6) of the Companies
Act, 2013.
Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner
and is committed to ensure that all its officials and employees act at all times in compliance with all
laws and with Company’s code of conduct and ethics. Your Company is also committed to develop a
safe and conducive culture where it is safe for directors, officers and employees, to report, in good
faith, suspected violations or unacceptable practice and any event of misconduct.
Accordingly, the Board has adopted and approved Whistle Blower Policy for Directors and Employees
of the Company (as vigil mechanism of the company). Through this Policy, your Company seeks to
provide a procedure for all the Directors and employees of the Company to disclose any unethical and
improper practice taking place in the Company for appropriate action and reporting. It protects
employees, officers and directors who in, good faith, raise a concern also. The Whistle Blower Policy
is a channel to reinforce a robust implementation of the Company’s Values, Code of Conduct and
ethics policy. Protected disclosure can be made by a whistle blower through an email or letter to the
Compliance Officer or Chairman of the Audit Committee.
The detail of the Whistle Blower Policy is also posted on the website of the Company at the link
http://www.srlworld.com/investors.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND
FINANCIAL POSITION
The consolidated financial statements of the Company and its subsidiaries, prepared in accordance
with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms
part of the Annual Report. In terms of the provision of Section 136 of the Companies Act, 2013, the
financial statements of the subsidiary companies are not required to be sent to the members of the
Company. The Company will provide a copy of separate annual financial statements in respect of each
of its subsidiary to any shareholder of the Company upon request and the said annual financial
statements will also be kept open for inspection at the registered office of the Company and that of
subsidiary. A report on the performance and financial position of each of the Subsidiaries, Associates
and Joint Ventures for the financial year ended March 31, 2020, in the prescribed format (Form AOC-
1), is attached as “Annexure - A” to the Board’s Report and their contribution to the over all
20
performance of your Company is outlined in the Consolidated Financial Statements of the Company
for the financial year ended March 31, 2020.
Subsidiaries
(i) SRL Diagnostics Private Limited, a wholly owned Subsidiary of the Company.
(ii) SRL Reach Limited, a wholly owned Subsidiary of the Company.
(iii) SRL Diagnostics FZ-LLC, a wholly owned Subsidiary of the Company.
(iv) *SRL Diagnostics Middle East LLC, a Board Controlled Subsidiary Company.
*(On August 6, 2019, SRL Diagnostics Middle East LLC was dissolved pursuant to voluntary winding up
by way of cancellation of License.)
Joint Ventures
(i) DDRC SRL Diagnostics Private Limited, a 50:50 Joint Venture between DDRC Group and SRL
Diagnostics Private Limited.
(ii) SRL Diagnostics (Nepal) Private Limited, a 50:50 Joint Venture between your Company and Life
Care Services Private Limited, Nepal.
Directors
(i) Pursuant to the provisions of Section 161, 152 and other applicable provisions of the Companies
Act, 2013 read with the Companies (Appointment and Qualifications of Directors) Rules, 2014
and in terms of Articles of Association of the Company, Dr. Tan See Leng (DIN: 03321168), Dr.
Chan Boon Kheng (DIN: 08268826) and Dr. Ashutosh Raghuvanshi (DIN: 02775637) were
appointed as an Additional Director(s) (in the capacity of “Non-Executive Non Independent
Director”) through resolution by circulation/meeting on December 4, 2018, December 4, 2018,
and March 20, 2019 respectively, whom appointments were regularised at the Annual General
Meeting of the Company held on 26th September 2019.
Thereafter, pursuant to the provisions of Sections 152, 161 and any other applicable provisions,
if any, of the Companies Act, 2013 and rules made thereunder and in terms of Articles of
Association of the Company, Dr. Kelvin Loh Chi-Keon (DIN: 08515101) and Mr. Sim Heng Joo Joe
(DIN: 08033111) were appointed as an Additional Director(s) through resolution by circulation
w.e.f. September 30, 2019 and November 26, 2019 respectively, to hold office as such upto the
date of ensuing Annual General Meeting (AGM) of the Company unless their appointment is
regularized by the shareholders at the said AGM.
Your Company has received requisite notice(s) in writing from member(s) proposing the
candidature(s) of Dr. Kelvin Loh Chi-Keon and Mr. Sim Heng Joo Joe as Directors of the Company.
Brief resume, nature of expertise, details of directorship held in other companies of the above
Director(s) proposed to be re-appointed, along with their shareholding in the Company as
stipulated under Secretarial Standard-2 is provided in the Notice of ensuing Annual General
Meeting.
(ii) During the year under review, following Directors have resigned from the Board of Directors of
the Company:
21
a) Dr. Tan See Leng w.e.f September 27, 2019
b) Dr. Chan Boon Kheng w.e.f October 31, 2019
(iii) In accordance with the provisions of Companies Act, 2013 and the Articles of Association of the
Company, Mr. Srinivas Chidambaram, Director of the Company is liable to retire by rotation at
the ensuing Annual General Meeting and, being eligible, have offered himself for re-
appointment.
During the year under review, Mr. Saurabh Chadha superannuated from the post of Chief Financial
Officer of the Company w.e.f. December 31, 2019. On the recommendation of Nomination/
Remuneration/ Compensation Committee, the Board of Directors at their meeting held on August 2,
2019 appointed Mr. Mangesh Shrikant Shirodkar as Chief Financial Officer (Interim) (Key Managerial
Personnel) of the Company effective from January 1, 2020. Thereafter, the Board of Directors at their
meeting held on February 12, 2020 changed the designation of Mr. Mangesh Shrikant Shirodkar from
Chief Financial Officer (Interim) to Chief Financial Officer of the Company.
Further, pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Arindam Haldar,
Chief Executive Officer, Mr. Sumit Goel, Company Secretary and Mr. Mangesh Shrikant Shirodkar,
Chief Financial Officer are holding the position(s) of Key Managerial Personnel of the Company.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013, the Board and the respective committees are
required to carry out performance evaluation of the Board as a body, the Directors individually,
Chairman as well as that of its Committees.
The Board of Directors of your Company, in order to give objectivity to the evaluation process
identified an independent third party for conducting board evaluation exercise for this financial year.
The following process of evaluation was approved by the Nomination and Remuneration Committee
and the Board of Directors:
2. Evaluation Process Coordinator This includes Board focus (Strategic inputs), Board
forms and interacted with the Board Meeting Management, KPI’s, suggestions to
One to One members to assess improve Board performance Board Effectiveness
discussion performance, invite direct Management Engagement, governance, risk
feedback and seek inputs management and addressing of follow up requests.
to identify opportunities
for improvement.
22
S. Process Remarks Criteria for Evaluation (including Independent
No. Directors)
Your Company has an “Appointment and Remuneration Policy” for its Directors and Senior
Management, inter-alia, including the criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178 of the Companies Act, 2013,
which was adopted by the Board on the recommendation of Nomination/ Remuneration/
Compensation Committee of the Company. We affirm that the remuneration paid to the Directors is
as per the terms laid out in the said Appointment and Remuneration Policy of the Company.
The Appointment and Remuneration Policy is attached as “Annexure- B” to the Board’s Report.
In terms of the provisions of Section 134(5) of the Companies Act, 2013, in respect of Director’s
Responsibility Statement, your Directors confirm that:
i) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable
accounting standards have been followed along with proper explanations relating to material
departures therefrom;
23
ii) we have assessed the selection and application of accounting policies for their consistent
application 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 as at the end of financial year and of
the profit/ loss of the Company for the financial year ended on that date;
iii) except for the findings of the Investigation Report, including matters on internal control
described in Note 54 in the Notes to the Consolidated Financial Statements and Note 47 in the
Notes to the Standalone Financial Statements and our inability at this juncture to make a
determination on whether a fraud has occurred on the Company considering the limitations on
the information available to the external legal firm and their qualifications and disclaimers as
described in their investigation report, 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;
iv) the annual accounts have been prepared on a going concern basis; and
v) there are proper systems in place to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
In compliance with the provisions of Companies Act, 2013 and rules made thereunder, the Directors
are provided with the facility to join the proceedings of the meeting through video-conferencing.
The Company held a minimum one Board Meeting in every quarter. During the year ended March 31,
2020, 5 (five) Board Meetings were held on May 23, 2019, August 2, 2019, November 4, 2019, February
12, 2020 and March 18, 2020. The following table gives the attendance record of the Directors at the
above said Board Meetings:
24
5. Dr. Tan See Leng Director 2 2
(Resigned w.e.f (one meeting
September 27, 2019) attended through
tele conferencing)
6. Mr. Praneet Singh Director 5 5
(five meetings
attended through
video conferencing)
7. Ms. Suvalaxmi Independent Director 5 5
Chakraborty (two meetings
attended through
video conferencing)
8. Dr. Kelvin Loh Chi-Keon Additional Director 3
(Appointed w.e.f. (one meeting
September 30, 2019) attended through
video conferencing)
9. Mr. Sim Heng Joo Joe Additional Director 2
(Appointed w.e.f. (one meeting
November 26, 2019) through tele
conferencing and
one meeting
through video
conferencing)
During the year ended March 31, 2020, 5 (five) Audit and Risk Management Committee
Meetings were held on May 15, 2019, May 23, 2019, August 2, 2019, November 4, 2019 and
February 12, 2020. The following table gives the composition and attendance record of the
Directors at the above said Audit and Risk Management Committee Meetings:
Further, the Board of Directors at their meeting held on August 2, 2019 changed the
nomenclature of the committee from “Audit Committee” to “Audit and Risk Management
Committee.
25
2. NOMINATION / REMUNERATION / COMPENSATION COMMITTEE
During the year ended March 31, 2020, 2 (two) Corporate Social Responsibility Committee
Meetings were held on May 23, 2019 and February 12, 2020. The following table gives the
composition and attendance record of the Directors at the above said Corporate Social
Responsibility Committee Meetings:
No Share Allotment and Shareholders’ / Investors’ Grievance Committee Meeting was held
during the year ended March 31, 2020. The Composition of the aforesaid Committee is as
follows:
26
3. Mr. Srinivas Chidambaram Member (Non-Independent Director)
The Company Secretary of the Company act as the Secretary of aforesaid Committee(s) of the Board.
Besides above, two meetings of the Independent Directors of the Company were held on May 23,
2019 and March 18, 2020. All the Independent Directors attended the Meeting.
The salient roles and responsibilities associated with the Independent Director’s Meeting include, but
are not limited to, the following:
(a) review the performance of non-independent directors and the Board of Directors as a whole;
(b) review the performance of the Chairperson of the Company, taking into account the views of
executive directors and non-executive directors; and
(c) assess the quality, quantity and timeliness of flow of information between the company’s
management and the Board of Directors that is necessary for the Board of Directors to
effectively and reasonably perform their duties.
DEMATERIALIZATION OF SHARES
Your Company for the convenience of its Equity Shareholders has its Equity shares available for
dematerialization with both NSDL and CDSL. The ISIN of the Equity Shares of your Company is
INE089F01014.
All contracts/agreements/transactions entered by the Company with the related parties during the
financial year ended March 31, 2020. The particulars of contracts or arrangements with related parties
referred to in Section 188(1) of the Companies Act, 2013, in the prescribed format (Form AOC-2) is
attached as “Annexure – C” to the Board’s Report.
There are no significant and material orders passed by the Regulators or Courts or Tribunals which
would impact the ‘going concern’ status and Company’s operations in future.
27
AUDITORS
M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022),were appointed
as Statutory Auditors of the Company, to hold office for a period of 5 (five) consecutive years from the
conclusion of Twenty Fourth (24th) Annual General Meeting until the conclusion of Twenty Ninth
(29th) Annual General Meeting to be held in the year 2024.
Pursuant to the Notification issued by the Ministry of Corporate Affairs on May 7, 2018, amending
Section 139 of the Companies Act, 2013, the mandatory requirement for ratification of appointment
of Auditors by the Members at every AGM has been omitted and hence, your Company has not
proposed ratification of appointment of M/s B S R & Co. LLP, Chartered Accountants, at the
forthcoming AGM.
AUDITORS’ REPORT
The qualifications/observations of the Statutory Auditors in their report on the Standalone and
Consolidated Annual Financial Statements of the Company for the financial year ended March 31,
2020 are self explanatory / explained in the Notes to the Standalone and Consolidated Financial
Statements and therefore, in the opinion of the Directors, do not call for any further
explanation/comments.
Your Auditors have also qualified their opinion on the Internal Financial Controls as under:
“Qualified Opinion
In conjunction with our audit of the Standalone and Consolidated financial statements of the Company
as of and for the year ended 31 March 2020, we have audited the internal financial controls with
reference to Standalone and Consolidated financial statements of SRL Limited (hereinafter referred to
as the “Company” or “Holding Company”) and such companies incorporated in India under the
Companies Act, 2013 which are its subsidiary companies and its joint venture company(jointly
controlled company) (together referred to as “the Group”), as of that date.
In our opinion, except for the effects/ possible effects of the material weaknesses described below on
the achievement of the objectives of the control criteria, to the best of our information and according
to the explanations given to us and based on the consideration of the reports of the other auditors
referred to in the Other Matters paragraph below, the Company, its subsidiary companies and a joint
venture company, which are companies incorporated in India have, in all material respects,
maintained adequate internal financial controls over financial reporting as on 31 March 2020 based
on the internal financial control over financial reporting criteria established by such Companies
considering the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Control Over Financial Reporting issued by the Institute of Chartered Accountants
of India (the “Guidance Note”), and the internal financial control over financial reporting were
operating effectively as of 31 March 2020.
We have considered the material weaknesses identified and reported above in determining the
nature, timing, and extent of audit tests applied in our audit of the Standalone and Consolidated
financial statements for the year ended 31 March 2020 of the Company, its subsidiary companies and
its joint venture company incorporated in India and these material weaknesses have, inter alia,
affected our opinion on the said Standalone and Consolidated Financial Statements and we have
issued a qualified opinion on the said Standalone and Consolidated Financial Statements.
28
Basis for Qualified Opinion
As explained in the Basis for Qualified Opinion paragraphs of our Audit Report on the Standalone and
Consolidated financial statements for the year ended 31 March 2020, pursuant to certain
events/transactions in earlier years, the erstwhile Audit and Risk Management Committee (the
“ARMC”) of the Parent Company had initiated an independent investigation by an external legal firm
and special audits by professional firms on matters relating to systemic lapses and override of controls.
The report has since been submitted and is subject to limitations on the information available to the
external legal firm and their qualifications and disclaimers as described in their Investigation Report.
The management of the Parent company has also initiated additional procedures/enquiries, which are
ongoing, of certain entities in the Group of the Parent Company (i.e. Fortis Group) that were impacted
in respect of the matters investigated by the external legal firm. Consequently, an overall assessment
of the impact of the additional procedures/enquiries and/or investigations on the standalone &
consolidated financial statements is yet to be concluded. Further, the investigation by regulatory
authorities in these matters is still ongoing and an overall assessment of the impact of the
investigations is yet to be concluded. Pending final outcome of the regulatory investigations and
enquiries, completeness of identification of deficiencies cannot be ascertained.
Management Response:
During the year, the management has taken various initiatives to strengthen internal control over
financial reporting. The company has started testing, reviewing and maintaining documentation
pertaining to periodically monitoring of impairment indicators, selection and application of inputs.
However, due to pending final outcome of the regulatory investigations and enquiries, completeness
of identification of deficiencies cannot be ascertained by the auditors. In order to strengthen the
testing of control under ICFR, the management will take further necessary initiative in the years to
come.
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies
(Accounts) Rules, 2014, the Board of Directors at their Meeting held on November 2, 2018 appointed
Mr. Rajiv Puri as Head - Internal Auditor of the Company to perform such functions as prescribed under
Section 138 of the Companies Act, 2013 and rules made there under. Further, the Board of Directors
at their meeting held on November 4, 2019 changed the designation of Mr. Rajiv Puri from Head -
Internal Auditor to Chief Risk Officer of the Company.
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 Secretaries to conduct the Secretarial Audit of the
Company for the FY 2019-20. The Secretarial Audit Report in the prescribed format (Form MR-3) is
attached as “Annexure - D" to the Board’s Report. Further, the Secretarial Auditors’ report is self-
explanatory and therefore, does not require further comments and explanation.
29
(D) COST AUDITORS:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the Board of Directors had re-appointed M/s Jitender, Navneet & Co.,
Cost Accountants (Reg. No. 000119) as Cost Auditors, for conducting the audit of cost records of the
Company, for the financial year 2020-21. In order to comply with the provisions of Companies Act,
2013, a Resolution seeking Members’ ratification for the remuneration payable to M/s Jitender,
Navneet & Co., Cost Accountants (Reg. No. 000119), as Cost Auditors, is included in the Notice
convening the ensuing AGM.
Further, your Company has made and maintained, the prescribed cost accounts/records as required
under the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014.
During the financial year under review no fraud was reported by any of the above stated auditors.
(a) Super Religare Laboratories Limited Employee Stock Option Plan 2009:
Under Super Religare Laboratories Limited Employee Stock Option Plan 2009 (Plan 1), the Board
of Directors and Shareholders of the Company approved the issuance of 15,17,470 number of
Stock Options to the eligible Employees defined under the Scheme. A Brief summary of Stock
Option Plan as on March 31, 2020 is as follows:
30
Mr. Saurabh 45,462
Chadha
(Resigned
w.e.f.
December
31, 2019)
2. Any other employee who receives a grant of options in any NIL
one year of option amounting to five percent or more of
options granted during that year.
3. Identified employees who were granted option, during any NIL
one year, equal to or exceeding one percent of the issued
capital (excluding outstanding warrants and conversions) of
the company at the time of grant.
Under SRL Limited Employees Stock Option Scheme-2013 (Plan 2), the Board of Directors and
Shareholders of the Company approved the issuance of 11,95,937 number of Stock Options to
the eligible Employees defined under the Scheme. The summary of Stock Option Scheme as on
March 31, 2020 is as follows:
31
3. Identified employees who were granted option, during any NIL
one year, equal to or exceeding one percent of the issued
capital (excluding outstanding warrants and conversions) of
the company at the time of grant.
The details of Employee Stock Option Plan / Scheme also form part of the Notes to the financial
statements in this Annual Report.
As required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts)
Rules, 2014, the particulars in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo is attached as “Annexure - E” to the Board’s Report.
In accordance with Section 134 of the Companies Act, 2013, an extract of Annual Return in the
prescribed format (Form MGT-9) for the financial year ended March 31, 2020 is attached as
“Annexure–F” to the Board’s Report.
In terms of the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the details of
remuneration in respect of employees of the Company are attached as “Annexure – G” to the Board’s
Report.
Good health is central to human happiness and well-being. It also makes an important contribution to
economic progress, as a healthy population lives longer and is more productive.
As a responsible corporate citizen and a critical member of the Indian healthcare ecosystem, we
strongly believe that we can meaningfully alleviate the problem of inequitable access to quality
healthcare. By creating and supporting social sector programs 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 programs 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 SRL Limited (‘SRL’) are focused on contributing to need based program through
Fortis CSR Foundation, a special Purpose vehicle (SPV) designated to carry out CSR activities or
through Trust/NGO/Society focused on need based programs for the community. Fortis CSR
Foundation (“FCSRF”) is wholly owned subsidiary of Fortis Healthcare Ltd. and Company limited by
shares not for profit registered under section 8 of the Companies Act, 2013 having its registered office
at Escorts Heart Institute & Research Centre, Okhla Road, New Delhi.
These entities work in a collaborative and inclusive manner not only to align and synergies the social
enterprise work of the group companies but to expand their circle of partnerships with Government,
32
Non-Government Organizations (NGOs), other corporates and individuals. Working through a
dedicated team of employees and volunteers their work focuses on 4 programs that work towards:
1. CHHAYA is designed to provide primary and basic healthcare services to people in need. The
treatment is provided through charitable Clinics and outreach clinics set up across different
regions& Health Camps.
2. AANCHAL is a child well-being program, which strives to ensure a healthier start to a child’s life.
To drive a deeper impact, Aanchal has identified target intervention area under its “Umeed-
Dhadkan” Initiative which supports the treatment of children suffering from congenital heart
defects.
3. SAVERA with its focus on “Health Education and Preventive Healthcare” creates awareness on
health issues by leveraging on different channels of communication.
4. SEWA is a program that aims to provide emergency medical relief services in an organized 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.
SRL has chosen to support the Chhaya program focusing on providing primary and basic healthcare
services through Charitable Medical Infrastructure & Health Camp. In the coming years the
organization may include other Special Purpose Vehicles for sustainability and scalability of the project
to carry out CSR activities and also supported the efforts of the Government in the fight against COVID-
19.
ABOUT CHHAYA
Chhaya is program designed to provide primary and basic healthcare services to people in need. The
treatment is provided through charitable Clinics and outreach clinics set up across different regions &
Health Camps.
Under this initiative 7 charitable dispensaries and 3 outreach clinics are being run. Each dispensary is
manned by qualified MBBS doctor, nurse and paramedic staff. The dispensaries provide free access to
primary healthcare services for routine ailments and are open for 6 days of the week to serve the
community.
Fortis CSR Foundation has treated over 1.18 lakhs people through its charitable dispensaries in
FY2019-20.
33
(b) Health Camps: Conducted through NGO Partners of Fortis CSR Foundation
The initiative collaborates with several like-minded partners to conduct health camps for economically
weaker sections of society. Two health awareness camps programs conducted in FY2019-20.
1. Menstrual Hygiene Awareness camps & distribution of sanitary pad kits: Conducted around
28 awareness camps for women and adolescent girls in urban slums and rural areas of Delhi
NCR, Uttarakhand, Uttar Pradesh & Punjab. Covered over 11500 women and girls through
these awareness camps and distributed over 11500 sanitary pad kits to them.
2. Eye Screening camps & distribution of eye glasses: Conducted around 510 camps, total 60766
people screened for vision related problems (Adult 50195 & Kids 10571) in urban slum and
rural areas of Delhi NCR, Punjab, West Bengal & Rajasthan and distributed total 43211 eye
glasses (Adult 41034 & kids 2177) through these camps.
(c) CSR fund was also donated to support the Government’s efforts to mitigate the spread and impact
of COVID-19. The CSR fund was contributed to Prime Minister’s National Relief Fund’ (PMNRF).
Details about the CSR Policy and initiatives taken by the Company on Corporate Social Responsibility
during the year ended March 31, 2020 are provided under the Annual Report on CSR activities
attached as “Annexure - H” to the Board’s Report.
HUMAN RESOURCES
Human Resource department in your Company act as a Strategic partner in building Company’s
businesses by maximizing the value of human capital and aligning it with company’s initiatives, values,
strategies and needs of all stakeholders.
To support the aforementioned statement, Human Resource department in your Company plays a key
role in creating an enabling environment for all its employees. HR creates value for others – it is one
function that serves multiple stakeholders, be it the talent of the organization, the various
departments of the organization or the organization as a whole.
The HR department at your Company provides efficient and friendly service in the areas of employee
relations, benefits, recruitment and retention, organizational development, compensation and HR
record keeping. The department develops and communicates sound HR policies and procedures that
balance the needs of the employees and needs of the organization while ensuring compliance with
employment laws and government regulations.
Your Company has created a favorable work environment that encourages innovation and
meritocracy. Your Company has also set up a scalable recruitment and human resources management
process which enables us to attract and retain high caliber employees. Our employee partnership
ethos reflects your Company’s longstanding business principles and drives your Company's overall
performance with the prime focus to identify, assess, groom and build leadership potential for future.
Your Company recognizes the importance of people and understands the vital role each one has in
meeting the Health Care needs of the people we serve. Below is the HR philosophy of SRL:
34
· To aid and encourage employees in realizing their full potential
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions and other
business associates who have extended their valuable sustained support and encouragement during
the year under review.
Your Directors also wish to place on record their deep sense of gratitude and appreciation for the
commitment displayed by all executives, officers and staff at all levels of the Company, resulting in the
successful performance of the Company during the year under review. We look forward for your
continued support in the future.
35
ANNEXURE ‘A’ TO THE BOARD’S REPORT
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 of the Companies Act, 2013 read with
rule 5 of the Companies (Accounts) Rules, 2014)
Notes: The following information shall be furnished at the end of the statement:
36
Part “B”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies
and Joint Ventures
1. Names of associates or joint ventures which are yet to commence operations. N/A
2. Names of associates or joint ventures which have been liquidated or sold during the year. N/A
Sumit Goel
Company Secretary
37
ANNEXURE ‘B’ TO THE BOARD’S REPORT
SRL LIMITED
APPOINTMENT AND REMUNERATION POLICY
38
1. BACKGROUND
A transparent, fair and reasonable process for determining the appropriate remuneration at all
levels of the Company is required to ensure that Shareholders remain informed and confident
in the management of the Company. The Company also understands the importance of
attracting and maintaining high quality individuals from senior leaders right through to support
staff.
2. OBJECTIVE
(c) allow the Company to compete in each relevant employment market; and
(e) align the performance of the business with the performance of key individuals and teams
within the Company. The policy details the types of remuneration to be offered by the
Company and factors to be considered by the Board, Nomination / Remuneration
/Compensation Committee and management in determining the appropriate
remuneration strategy.
3. CONTRACT
(i) Non-Executive Directors/senior leaders will enter into a letter of engagement. This letter
of engagement will set out the terms and conditions of the engagement and the
performance expectations for the role and the remuneration package for that
Director/senior leader. The Terms and Conditions for the engagement must be approved
by the Board.
(ii) Each Executive Director, executive and senior management employee will enter into a
contract with the Company clearly setting out the terms and conditions of the
remuneration package for that person. The contract will set out the expectations for the
performance of the role and the key performance indicators, measures and criteria for
assessment. The Nomination/Remuneration/Compensation Committee and the Board
must approve all contracts for senior management and Directors. The Board will disclose
the details of any contract in accordance with the law and the Communications &
Continuous Disclosure Policy.
4. FORMS OF REMUNERATION
39
4.1 Fixed Remuneration
In addition to fixed remuneration the Company will implement a system of bonuses and
incentives designed to create a strong relationship between performance and
remuneration. Performance based remuneration will be linked to specific performance
targets which will be disclosed to relevant employees regularly.
To motivate executives and management to pursue the long term growth and success of
the Company, the Company will include various plans and initiatives to deliver parts of
the performance based remuneration as equity in the Company. The terms and
conditions of any employee share plans will be approved by the
Nomination/Remuneration/Compensation Committee and the Board and disclosed to
the shareholders and market in accordance with the continuous disclosure policy.
Each contract (excluding non-executive Directors) will set out in advance the entitlement
to payment upon termination of employment for each Employee. The
Nomination/Remuneration/Compensation Committee and the Board must approve all
termination payments provided to all Employees at the level of director, executive or
senior management to ensure such payments reflect the Company’s remuneration
policy.
The Company will comply with all legal and industrial obligations in determining the
appropriate entitlement to long service, annual, personal and parental leave.
5. NON-EXECUTIVE DIRECTORS
The Company will remunerate non-executive directors in a manner designed to attract and
maintain high quality board members. Non-executive directors will receive a set fee (including
superannuation) for their service and may be issued securities in the Company, provided that
non-executive directors are not entitled to any performance-based options, bonus payments or
retirement benefits. The remuneration of non-executive directors must be consistent with and
supportive of maintaining the non-executive director’s independence.
40
6. REVIEW AND DISCLOSURE
The CEO will conduct annual performance appraisals for all Employees to monitor and
review the appropriateness of each remuneration package.
6.2 Board
The Board will be responsible for approving the remuneration strategy for directors,
executive and senior management. In determining whether to approve the relevant level
of remuneration, the Board will consider the recommendations from the
Nomination/Remuneration/Compensation Committee, prevailing market conditions,
performance by the individual and the business strategies and objectives of the Company.
The Board will disclose the remuneration of senior executives in the Company’s Annual
Report.
The Human resources division of the company will monitor the day to day compliance
with this policy.
7. REVIEW
The Board will review the contents of, and compliance with, this Policy regularly.
41
ANNEXURE 'C' TO THE BOARD’S REPORT
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under third proviso thereto
Sr. Name(s) of the Nature of Nature of contracts/ Duration of Salient terms of Justification for entering into Date(s) of Amount Date on which
N related party relationship arrangements/ the the contracts or such contracts or arrangements approval paid as the special
o. transactions contracts/ arrangements or transactions by the advances, if resolution was
arrangemen or transactions Board any passed in
ts/transacti including the general
on value, if any meeting as
(Rs. in millions) required under
first proviso to
section 188
There were no contracts or arrangements or transactions entered into during the financial year ended March 31, 2020, which are not on arm’s length basis, except for entering into a Memorandum
of Understanding for offering discounts on Diagnostics Services to employees of Fortis Healthcare Limited & its subsidiaries into healthcare business and availing discount on Medical Services for
employees of the Company.
42
For and on Behalf of the Board of SRL Limited
43
ANNEXURE ‘D’ TO THE BOARD’S REPORT
To,
The Members,
SRL LIMITED
FORTIS HOSPITAL SECTOR 62, PHASE-VIII,
MOHALI - 160062
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the
adherence to good corporate practices by SRL LIMITED (hereinafter called the company). Secretarial
Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the books, papers, minute books, forms and returns filed and other records
maintained by the company and also the information provided by the Company, its officers, agents and
authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion,
the company has, during the audit period covering the financial year ended on 31st March, 2020
complied with the statutory provisions listed hereunder and also that the Company has proper
Board-processes and compliance-mechanism in place to the extent, in the manner and subject to
the reporting made hereinafter:
We have examined the books, papers, minute books, forms and returns filed and other records
maintained by SRL LIMITED for the financial year ended on 31st March, 2020 according to the
provisions of:
(i) The Companies Act, 2013 (the Act) and the rules made thereunder.
(ii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
(iii) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder;
We have also examined compliance with the applicable clauses of the following:
During the period under review the Company has duly complied with the provisions of the Act,
Rules, Regulations, Guidelines, Secretarial standards etc. mentioned above.
The Board of Directors of the Company is duly constituted with proper balance of Executive, Non-
Executive and Independent Directors. The changes in the composition of the Board of Directors that
took place during the period under review were carried out in compliance with the provisions of the Act.
44
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes
on agenda were sent reasonably in advance and a system exists for seeking and obtaining further
information and clarifications on the agenda items before the meeting and for meaningful
participation at the meeting.
All decisions are carried through majority and recorded as part of the minutes.
We further report that there are adequate systems and processes in the company commensurate
with the size and operations of the company to monitor and ensure compliance with applicable
laws, rules, regulations and guidelines.
We further report that during the audit period the company has:
Place: Delhi
Date: May 14, 2020 For Mukesh Agarwal & Company
Note- This report is to be read with our letter of even date which is annexed as “Annexure-A” and
forms an integral part of this report.
45
Annexure-A
To,
The Members,
SRL LIMITED
FORTIS HOSPITAL SECTOR 62, PHASE-VIII,
MOHALI - 160062
The Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these secretarial records based on our audit.
2. We have followed the audit practices and processes as were appropriate to obtain reasonable
assurance about the correctness of the contents of the Secretarial records. The verification was done
on test basis to ensure that correct facts are reflected in secretarial records. We believe that the
processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts
of the company.
4. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards
is the responsibility of management. Our examination was limited to the verification of procedures on
test basis.
5. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of
the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Place: Delhi
Date: May 14, 2020 For Mukesh Agarwal & Company
46
ANNEXURE ‘E’ TO BOARD’S REPORT
INFORMATION AS PER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013, READ WITH RULE 8 OF THE
COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF THE BOARD’S REPORT FOR THE YEAR ENDED
MARCH 31, 2020.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy
Energy Management continued to be a key area for both the site. Regular monitoring of energy
generation, distribution and consumption trends is carried out to have effective control on energy
utilization. Awareness programme is conducted resulting in informing employees about the important
role in noticing and stopping energy wastage.
· Use of lights during day and night has been optimized and some independent switches have
been provided for lighting so that it can switch on whenever required.
· Optimized use of DG sets running during power outage times resulted in savings.
(b) Steps taken by the company for utilizing alternate sources of energy and capital investment on
energy conservation equipments:
· The Company has completed installation of LED lamps and lighting in the new labs instead of
fluorescent tube lights as the LED lights consume power 6 to 8 Watt instead of 40 Watts per
tube light fitting.
· The Company has installed high wall split AC units section-wise instead of centralized Ductable
units in the new Labs due to wastage of air-conditioning in the unoccupied area through
centralized system resulting into saving in power consumption.
During financial year 2019-2020 the major focus of R&D division was towards absorption of automation
and evaluation of alternate low cost kits/technologies. From disease segment point of view efforts were
focused on fast growing Oncology, Prenatal Segment and Transplantation. With the adoption of
automated ION-CHEF system, capacity and turn-around time for Non-Invasive Prenatal Test (NIPT) was
improved leading to increase in volumes for this high-end test. In Oncology segment super specialized
tests for the diagnosis of Lymphoma – a form of haematological cancer and for breast/ovarian cancer
were introduced. Also SRL introduced tests to strengthen test portfolio for establishing familial relation
before solid organ transplantation and high resolution HLA typing by Next Generation Sequencing for
Bone Marrow transplantation. SRL is the first commercial lab to offer mtDNA Next Generation Sequencing
test for maternal lineage testing. During Q4 of FY2019-20 R&D liasoned with the Government of India
authorities as well as with local administrative bodies in both Mumbai and Gurugram and built the
capability for pandemic Coronavirus 2019 testing. The facilities were operationalized in the last week of
March 2019. During the financial year, R&D established an institutional level partnership with the
Translational Health Science & Technology Institute (THSTI) of India for developing indigenous diagnostic
assays.
47
Highlights of other Major Activities:
· Microsoft SRL AI project was coordinated for pan India involvement of histopathologists in AI
project. Also 2nd level assessment of Optrascan for WSI scanning and annotation was concluded in
collaboration with Cytogenetics team at Goregaon Reference Lab.
· Outsourcing tie-up with Stellare Gene was established for offering prenatal Microarray tests for
genetic disorders.
· Digital Pathology system identification, comparison and analysis was concluded in collaboration
with Operations and IT team.
· 2019 Histopathology Meet on Digital Pathology and AI- co-organized with Histopathology and IT at
Mumbai.
· SRL- Healthcube collaboration for evaluation of innovative device for screening of routine
parameters at Primary Healthcare settings was initiated.
· Collaborative study for evaluation of multiplex Cytokine assay was conducted for Cornell Institute
UK.
· Collaboration with Pfizer India was established for microbial typing of their QC isolates using Sanger
Sequencing method.
· Contract evaluation of following alternate technologies was concluded with total validation fees of
~ 10.0 L
o Hemochek Hemoglobin POC Kit (West Bengal Govt)
o Meril Autoquant 200 Excelus
o Sinocare Safe-Accu2
· Genetic Counseling service was initiated for patient referred for NIPS and BRCA gene mutation
· Redesigned Test Requisition Form were implemented as pilot model in Gurgaon and Goregaon
Reference labs and 5 CCs in NCR; inputs incorporated and final version circulated
Academic Contributions:
Intellectual: Two post MD trainees, One M. Tech. Students trained; 26 newsletters, 8 medical publications
(6 peer reviewed research publications and 2 Healthcare Medical publications)
Revenue Impact:
· Revenue of 7.29 Crore for New Tests released over last 3 FYs.
· Revenue of 2.10 Cr from innovative business avenues (contract research, contract validation and
student training) driven by R&D
In case of imported technology (imported during the last 3 years reckoned from the beginning of the
financial year): Nil
48
C. Foreign Exchange Earning and Outgo:
(a) Activities relating to exports, initiatives taken to increase exports, development of new export
plans :
The Company is exploring opportunities of managing Laboratories in a few Asian and African
countries.
(ii) Expenditure: Rs 20.92 million (including capital expenditure of Rs 5.94 million) (Previous Year
= 26.79 million)
(ii) Expenditure: Rs 20.92 million (including capital expenditure of Rs. 5.94 million) (Previous Year
= 26.79 million)
49
ANNEXURE ‘F’ TO THE BOARD’S REPORT
I. REGISTRATIONANDOTHERDETAILS
CIN U74899PB1995PLC045956
Registration Date 07/07/1995
Name of the Company SRL Limited
Category/Sub-Category of the Company Public Company / Limited by Shares
Address of the Registered office and contact details Fortis Hospital, Sector-62, Phase-VIII, Mohali -160062, Punjab
Whether listed company No
Name, Address and Contact details of Registrar and M/s KFin Technologies Private Limited
Transfer Agent, if any Selenium Tower B, Plot No. 31 & 32,
Gachibowli, Financial District,
Nanakramguda, Serilingampally
Hyderabad - 500 032
Tel. No.: +91-40-6716 2222, Fax: +91-40-2300 1153
Email: einward.ris@kfintech.com
Website: www.kfintech.com
II. PRINCIPALBUSINESSACTIVITIESOFTHECOMPANY
Sl. No. Name and Description of main products/ services NIC Code of the Product/ % to total turnover of
service the company
Sl. Name and Address of the Company CIN/GLN/REGISTRATION NO. Holding/ % of Shares Applicabl
No Subsidiary Held e
50
6. SRL Diagnostics Private Limited U85195DL1999PTC217659 Subsidiary *100.00% 2(87)
7. SRL Reach Limited U85100DL2015PLC279712 Subsidiary *100.00% 2(87)
8. SRL Diagnostics (Nepal) Private Limited 64795/066/067 Associate 50.00% 2(6)
9. SRL Diagnostics FZ-LLC 358 Subsidiary *100.00% 2(87)
*Shares held alongwithNominee(s) of SRL Limited
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
Category of Shareholders No. of Shares held at the beginning of the No. of Shares held at the end % of
year of the year Change
(as on 01.04.2019) (as on 31.03.2020) during
the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Shares Shares
A. Promoters
(1)Indian
a)Individual/ HUF -- -- -- -- -- -- -- -- --
b)CentralGovt. -- -- -- -- -- -- -- -- --
c) StateGovt(s) -- -- -- -- -- -- -- -- --
d) Bodies Corp. 4,52,36,779 -- 4,52,36,779 57.68 4,52,36,779 -- 4,52,36,779 57.68 --
e)Banks/FI -- -- -- -- -- -- -- -- --
f) AnyOther -- -- -- -- -- -- -- -- --
Trust(s)
Sub-total 4,52,36,779 -- 4,52,36,779 57.68 4,52,36,779 -- 4,52,36,779 57.68 --
(A)(1):-
(2)Foreign
a)NRIs- Individuals -- -- -- -- -- -- -- -- --
b)Other- Individuals -- -- -- -- -- -- -- -- --
c)Bodies Corp. -- -- -- -- -- -- -- -- --
d)Banks/FI -- -- -- -- -- -- -- -- --
e) Any Other -- -- -- -- -- -- -- -- --
Sub-total -- -- -- -- -- -- -- -- --
(A)(2):-
Total shareholdingof 4,52,36,779 -- 4,52,36,779 57.68 4,52,36,779 -- 4,52,36,779 57.68 --
Promoter (A)= (A)(1)+(A)(2)
B.Public Shareholding
1.Institutions
a)Mutual Funds -- -- -- -- -- -- -- -- --
b)Banks/FI -- -- -- -- -- -- -- -- --
c)CentralGovt. -- -- -- -- -- -- -- -- --
d)StateGovt(s) -- -- -- -- -- -- -- -- --
e)Venture Capital Funds -- -- -- -- -- -- -- -- --
51
f)Insurance Companies -- -- -- -- -- -- -- -- --
g)FIIs -- -- -- -- -- -- -- -- --
h) Foreign Venture Capital -- -- -- -- -- -- -- -- --
Funds
i) Others (specify) -- -- -- -- -- -- -- -- --
Sub-total -- -- -- -- -- -- -- -- --
(B)(1):-
2.Non- Institutions
a)BodiesCorp.
i)Indian 62,49,772 -- 62,49,772 7.97 62,49,772 -- 62,49,772 7.97 --
ii)Overseas 2,47,18,275 -- 2,47,18,275 31.52 2,47,18,275 -- 2,47,18,275 31.52 --
b)Individuals
ii)Individual shareholders
holding
nominalsharecapitalinexcess 2,05,847 -- 2,05,847 0.25 2,05,847 -- 2,05,847 0.25 --
ofRs1 lakh
c)Others:
Trust(s) 20,00,000 -- 20,00,000 2.55 20,00,000 -- 20,00,000 2.55 --
Sub-total 3,31,88,763 -- 3,31,88,763 42.31 3,31,88,763 -- 3,31,88,763 42.31 --
(B)(2):-
TotalPublicShareholding
(B)=(B)(1)+(B)(2)
C.SharesheldbyCustodianfor -- -- -- -- -- -- -- -- --
GDRs&ADRs
GrandTotal 7,84,25,542 -- 7,84,25,542 100.00 7,84,25,542 -- 7,84,25,542 100.00 --
(A+B+C)
52
No. of % of total No. of Shares % of total
Shares Shares of Shares of the
the Company
Company
1 Fortis 4,52,36,779 57.68 01.04.2019 0 Nil
Healthcare movement
Limited 31.03.2020 4,52,36,779 57.68
(iv) Shareholding Pattern of Top Ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Sl Name For each of Shareholding at the Date Increase / Reason Cumulative Shareholding
No. the Top Ten beginning Decrease in during the year
Shareholders (01.04.2019) / end of Shareholding (as on 31.03.2020)
the year
(31.03.2020)
No. of % of total No. of % of total
Shares Shares of Shares Shares of the
the Company
Company
1 NYLIM Jacob Ballas 1,24,37,811 15.86 01.04.2019
India Fund III LLC 31.03.2020 0 Nil 1,24,37,811 15.86
movement
2 Resurgence PE 63,10,315 8.05 01.04.2019
Investments Limited 31.03.2020 0 Nil 63,10,315 8.05
(Formerly known as movement
Avigo PE
Investments
Limited)
3 International 59,70,149 7.61 01.04.2019
Finance Corporation 31.03.2020 0 Nil 59,70,149 7.61
movement
53
(v) Shareholding of Directors and Key Managerial Personnel:
For Each of the Directors and KMP No. of shares % of total shares of No. of shares % of total
the company shares of the
company
1 At the beginning of the year None of the Directors and KMP hold shares in the Company
2 Date wise Increase / Decrease in Share
holding during the year specifying the None of the Directors and KMP hold shares in the Company
reasons for increase / decrease (e.g.
allotment / transfer / bonus/ sweat
equity etc) :
3 At the End of the year None of the Directors and KMP hold shares in the Company
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
(Rupees in million)
Secured Loans Unsecured Deposits Total Indebtedness
excluding Loans
deposits
Indebtedness at the beginning of the financial
year (01.04.2019)
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) Nil - - Nil
Change in Indebtedness during the financial year
• Addition - - - -
• Reduction - - - -
Net Change - - - -
Indebtedness at the end of the financial year
(31.03.2020)
i) Principal Amount - - - -
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) Nil - - Nil
A. Remuneration to Managing Director (MD), Whole-time Directors (WTD) and/or Manager: NIL
1. Gross salary -
(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961 -
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 -
54
(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 -
2. Stock Option -
3. Sweat Equity -
4. Commission -
- as % of profit -
- others, specify -
5. Others, please specify -
Total (A) -
Ceiling as per the Act -
1. Independent Directors
• Commission -- -- --
• Commission -- -- --
• Others, please specify -- -- --
Total (2) -- -- --
Total (B)=(1+2) 13,00,000 15,00,000 28,00,000
55
1 Gross salary
3 Sweat Equity - - - - -
4 Commission - - - - -
- as % of profit - - - - -
- others, specify - - - - -
There are no penalties/punishment/compounding of offences against SRL Limited and its Directors and Officers for the year
ended March 31, 2020.
56
ANNEXURE ‘G’ TO DIRECTORS’ REPORT
Information pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the
Directors’ Report for the year ended March 31, 2020.
S. No. Name Age Designation/Nature Gross Qualification Total Date of Last Whether any
of Duties Remuneration Experience Commenc Employment such employee is
(Rs. P.A.) (Yrs) ement held / a relative of any
of Designation director or
Employme manager of the
nt company and if
so, name if such
director or
manager
1 Mr. Arindam Haldar 49 Chief Executive 31,262,800 B. Tech, MBA 25 17-Oct-16 Sterlite --
Officer Technologie
s
2 Mr. Anindya 50 Regional Chief 14,434,970 PGDM, B.E. 25 21-Jul-17 Sun --
Chowdhury Operating Officer - Pharmaceuti
North & East cal Ltd.
2. Employed for part of the year with an average salary above Rs. 8.5 lakh per month
S. No. Name Age Designation/Nature Gross Qualification Total Date of Last Whether any
of Duties Remuneration Experience Commenc Employment such employee is
(Rs. P.A.) (Yrs) ement held / a relative of any
of Designation director or
Employme manager of the
nt company and if
so, name if such
director or
manager
57
1 Mr. Ravi Aggarwal 50 Regional Chief 10,202,374 B.Pharma, 27 08-Jul-19 Pathkind --
Operating Officer - MBA in
Central, South, Marketing
West &
International
Business
S. No. Name Age Designation/Nature Gross Qualification Total Date of Last Whether any
of Duties Remuneration Experience Commenc Employment such employee
(Rs. P.A.) (Yrs) ement held / is a relative of
of Designation any director or
Employme manager of the
nt company and if
so, name if
such director or
manager
1 Mr. Arindam Haldar 49 Chief Executive 31,262,800 B. Tech, MBA 24 17-Oct-16 Sterlite --
Officer Technologies
2 Mr. Anindya 50 Regional Chief 14,434,970 PGDM, B.E. 26 21-Jul-17 Sun --
Chowdhury Operating Officer - Pharmaceutic
North & East al Ltd.
3 Mr. Ravi Aggarwal 50 Regional Chief 10,202,374 B.Pharma, 27 08-Jul-19 Pathkind --
Operating Officer - MBA in
Central, South, Marketing
West &
International
Business
4 Mr. Radhakrishna Pillai 54 Chief Information 10,036,492 B. Sc, DMM, 32 19-Jan-98 Vadilal --
Officer HDCS International
Ltd.
5 Mr. Vikram Singh 46 Director – 9,458,025 Master in 23 19-Jun-17 Sun --
Ahluwalia Marketing International Pharmaceutic
Business, B.A. al Ltd.
58
6 Mr. Saurabh Chadha* 58 Chief Financial 7,789,494 B.Sc, CA 30 07-Aug-06 EAG Group, --
Officer Bahrain,Modi
Olivetti Ltd.
,Price
Waterhouse
7 Mr. Varun Mehta 47 Director - Human 6,881,662 MBA (HR), 23 01-Oct-11 Religare --
Resources PGHRM Enterprises
Limited
8 Dr. B R Das 61 Advisor & Mentor - 6,708,174 M. Sc, Ph.D 40 10-Feb-01 Institute of life --
R&D Molecular Sciences
Pathology & Clinical
Research Services
9 Mr. Abhinav Kalra 41 Director - Supply 6,253,016 MBA, B.E. 17 01-Oct-17 Fortis
Chain Healthcare
Limited
10 Mr. Mangesh Shrikant 42 Chief Financial 6,180,213 CA, IFRS, 21 26-Mar-19 Fortis
Shirodkar** Officer B.Com Healthcare
Limited
*Mr. Saurabh Chadha resigned w.e.f. December 31, 2019
**Mr. Mangesh Shrikant Shirodkar appointed as KMP w.e.f. January 1, 2020.
Notes: -
1. Gross remuneration comprises Basic Salary, Allowances, Monetary value of Perquisites and Company’s contribution to Provident Fund but excludes
contribution to Gratuity Fund, Bonus & Insurance.
2. The appointment of above mentioned employees is non – contractual and governed under the rules & regulations / policies of the Company.
3. None of the above mentioned Employee(s) holds any equity shares of the Company within the meaning of clause (iii) of sub-rule (2) of Rule 5of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
59
ANNEXURE ‘H’ TO THE BOARD’S REPORT
1. A brief outline of the Company CSR Policy, including overview of project/ programs
undertaken / proposed to be undertaken and reference to the web-link to the CSR policy and
projects or programs:
Under the guiding principles detailed in the Code of Conduct including amongst others:
· Conduct our operations in an honest and fair manner with integrity and openness;
· Respect human rights, dignity and legitimate interests of all individuals, directly and
indirectly, associated with us;
· Provide a safe, healthy work and business environment to all persons, directly and
indirectly, associated with us; and
· At all times ensure conduct, which sustains, enhances the global reputation and image of
the organization,
The Board of Director has approved the CSR policy for the Company. The said policy
approaches this area under the philosophy that the company efforts should strive towards
building and sustaining a healthier humanity. The policy elucidates the concept of growing our
business in a socially and environmentally responsible manner through an active role in
empowering communities and driving social development and positive change.
The Company has identified the following focus areas aligned with sustainable development
goals of India
The policy holds itself out as a forward looking aspirational charter which recommends liberal
interpretation, promotes activity under the spirit of partnership and recommends that
initiatives be targeted to the needs of the disadvantaged, vulnerable and marginalized sections
of society. While the underlying guidance is to bring alignment of varied activities under the
focus umbrella, it recognizes the need to record presence and contribution in such weak links
in society where its mere presence and support could drive significant social benefit. In keeping
with such themes, program/s such as supporting charitable healthcare infrastructure, disaster
relief and developing a repository of healthcare information which could then be
communicated with the help of technology and innovation remain well within the range of the
policy objectives.
In fulfillment of these objectives the Company executes both direct activities and also has
designated a specialist organization i.e. The Fortis CSR Foundation, which has about a decade
of requisite experience to help drive its objectives.
60
The policy seeks to define the specific roles and responsibilities associated with administration,
program design and execution. It further clarifies the governance, monitoring, reporting and
disclosure requirements.
As a social enterprise in the critical domain of healthcare, the Company has participated and
implemented various socially responsive programs since its inception. While some or many of
these programs may not meet the strict interpretation of the new CSR rules, thereby impacting
the assessment and eligibility of the 2% spent, these programs remain significant Fortis
contributions to society and the Board, the Policy and Senior Management remain committed
to continuing with them in the wider interests. The cumulative spend over such initiatives and
programs would far exceed the strict CSR rules. Even so the Company remains committed to
ensuring compliance to applicable regulation requirement.
The policy as approved by the Board is available on the Company’s web site at
http://www.srlworld.com/investors.
The Board has approved the constitution of a standalone CSR Committee with a delegated
mandate. Refer “Composition of Committees of the Board” Section in the Board’s Report and
the composition &mandate of the CSR committee is also available on the Company’s website
at: http://www.srlworld.com/investors
3. Average Net profits of the Company for last three financial years: Rs. 11,101.09 Lakhs
4. Prescribed CSR Expenditure (2% of the amount as in item 3 above): Rs. 222.02 Lakhs
6. CSR spend beyond the purview of Section 135 (Amount is `lacs): NIL
(a) Manner in which the amounts were spent during the financial year is detailed below:
61
(Rupees in Lakh)
1 2 3 4 5 6 7 8 9
S. CSR Project or Secto Contrib Projects or Amount Amount Cumulat Amount Spent:
No activity r in uting program (1) Outlay spent on ive Direct or through
identified which Amount Local Area or (budget) the Expendi implementing
the FY 19- other (2) Projects or ture up agency
project or
Proje 20 Specify the Programs to the
ct is State and programs Sub Heads- Reporti
cover District where wise (1) Direct ng
ed projects and expenditur Period
(Sche programs were e on
dule undertaken Projects or
VII of Programs
the (2)
Comp Overheads
anies
Act,
2013)
The delta between amounts reflected in column 7 & 8 reflects amounts committed against
actual spend. Activities during the FY 19-20 focused on Needs Assessment, Program Design
and Development, Organizational Design and on-boarding of the requisite talent. The amounts
committed and unspent (if any) would be carried forward into the succeeding budget and
outlays for FY 20-21. The above figures do not include overheads and administrative figures,
the recording and quantification of which would get streamlined in the coming year for
reporting purposes.
62
8. In case the company has failed to spend the two per cent of the average net profit of the last
three financial years or any part thereof, the company shall provide the reasons for not
spending the amount in its Board report:
The company has contributed the entire specified amounts as required under Section 135 of
the Companies Act, 2013 to the Designated Special Purpose Vehicle (“SPV”) Rs. 222.02 Lakhs.
63
64
65
66
67
68
69
70
71
72
73
74
75
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
126
127
128
129
130
131
132
133
134
135
136
137
138
139
140
141
142
143
144
145
146
147
148
149
150
151
152
153
154
155
156
157
158
159
160
161
162
163
164
165
166
167
168
169
170
171
172
173
174
175
176
177
178
179
180
181
182
183
184
185
186
187
188
189
190
191
192
193
194
195
196
197