AUDIT COMMITTEEComposition of Audit Committee
The Audit Committee of Malar Hospitals Limited comprises of following four Members.
| SI.No |
Managing Director |
Category |
| 1 |
Mr. Ramesh L.Adige (Chairman) |
Independent Director |
| 2 |
Mr. P Murari |
Independent Director |
| 3 |
Mr. Sanjay Jayavarthanavelu |
Independent Director |
| 4 |
Mr. Yogesh Kumar Sareen |
Non-Executive Director |
Secretary
- The Company Secretary or his/her nominee act as the Secretary of the Committee.
Meetings
- The Committee shall meet at least four times a year. The time gap between any two meetings shall be less than 4 months.
Annual General Meeting
- The Committee Chairman shall attend the Annual General Meeting.
Key Functions, the key functions of the Audit Committee include the following:
- To oversee the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.
- To recommend to the Board, the appointment, re-appointment and the replacement or removal of the statutory auditor and the fixation of audit fees.
- To approve payment to statutory auditors for any other services rendered by the statutory auditors.
- To review with the management, the annual financial statements before submission to the Board for approval.
- To review with the management, the quarterly/half-yearly/annual financial statements before submission to the Board for approval.
- To review with the management, the performance of statutory and internal auditors and adequacy of the internal control systems.
- To review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.
- To discuss with the internal auditors any significant findings and follow up thereon.
- To review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.
- To discuss with the statutory auditors before commencement of the audit regarding the nature and scope of audit as well as post-audit discussion to ascertain any areas of concern.
- To review the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.
- To review the following information:
- Management discussion and analysis of financial condition and results of operations;
- Statement of significant related party transactions submitted by the management;
- Management letters/letters of internal control weaknesses issued by the statutory auditors; and Internal audit reports relating to internal control weaknesses.
- To review the appointment, removal and terms of remuneration of the chief internal auditor.
- To review the capital structure, policies and norms related thereto.
- To review the financial policies, processes, systems and controls covering accounting, treasury, taxation, foreign exchange, risk management and insurance.
- To review organization structure, succession planning, policies and processes related to manning, breadth and depth, capabilities, potential and development of managerial personnel in the finance function.
- To review, approve or recommend to the Board financial authority to senior managerial personnel.
The Audit Committee is also presented with the following information on related party transactions (whenever applicable):
- A statement in summary form of transactions with related parties in the ordinary course of business.
- Details of material transactions with related parties, which are not in the normal course of business.
- Details of material transactions with related parties or others, which are not on an arm’s length basis along with management’s justification for the same.
SHAREHOLDERS/INVESTORS’ GRIEVANCE COMMITTEE:Composition of Shareholders/Investors’ Grievance Committee:
The Shareholders/Investors’ Grievance Committee of Fortis Healthcare Limited comprises of following Five Members.
| SI.No |
Managing Director |
Category |
| 1 |
Mr. Ramesh L.Adige (Chairman) |
Independent Director |
| 2 |
Mr. Yogesh Kumar Sareen |
Non-Executive Director |
| 3 |
Dr. Nithya Ramamurthy |
Non-Executive Director |
Secretary
- The Company Secretary act as the Secretary of the Committee.
Key Functions, the key functions of the Shareholders/Investors’ Grievance Committee includes the following:
- To approve, refuse or reject registration of transfer or transmission of the shares of the Company.
- To authorize issue of duplicate share certificates and share certificates after split, consolidation or replacement.
- To authorize the printing of share certificates;
- To allot shares;
- To issue and allot Equity Shares to the applicants;
- To affix or authorize the affixation of the common seal of the Company on share certificates of the Company.
- To authorize, sign and endorse share transfers and issue share certificates.
- To authorize managers, officers and signatories to sign share certificates.
- To monitor redressal of shareholders’ and investors’ complaints regarding transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, etc.
- Such other functions as may be assigned by the Board.
Miscellaneous
The Committee may invite other Directors/ Officers of the Company to attend the meetings of the Shareholders/Investors’ Grievance Committee as ‘Invitees’ from time to time, as and when required.
Minutes of the Shareholders/Investors’ Grievance Committee are placed before the Board in its subsequent meeting.
REMUNERATION COMMITTEE: Composition of Remuneration Committee:
The Remuneration Committee of Fortis Healthcare Limited comprises of following Four Members.
| Sl.No |
Member Director |
Category |
| 1 |
Mr. Yogesh Kumar Sareen (Chairman) |
Non-Executive Director |
| 2 |
Mr. P Murari |
Independent Director |
| 3 |
Mr. Sanjay Jayavarthanavelu |
Independent Director |
| 4 |
Mr. Ramesh L Adige |
Independent Director |
Key Functions, the key functions of the Remuneration Committee include the following:
- To decide and approve remuneration, including any revisions thereto from time to time, in respect of the managerial personnel of the Company..
- To exercise all the powers of the Board in connection with the administration of the ESOP 2008.
MiscellaneousThe Committee may invite other Directors/ Officers of the Company to attend the meetings of the Remuneration Committee as ‘Invitees’ from time to time, as and when required. Minutes of the HR Committee are placed before the Board in its subsequent meeting
FINANCE COMMITTEEComposition of Finance Committee:
| SI.No |
Member Director |
Category |
| 1 |
Mr. Ramesh L.Adige (Chairman) |
Independent Director |
| 2 |
Mr. Krish Ramesh |
Whole Time Director |
| 3 |
Mr. Yogesh Kumar Sareen |
Non-Executive Director |
Key Functions, the key functions of the Finance Committee include the following:
- To borrow money from financial institutions, banks and bodies corporate from time to time within the limits available to the Company.
- To authorize to give “Corporate Guarantees” for and on behalf of the Company, in connection with the Loan(s) made by any other person to or to any other person by any subsidiary companies, present or future, of the Company only, subject however, that in pursuance of Section 372A of the Companies Act, 1956, such resolution for providing the Corporate Guarantee, shall be confirmed by the shareholders of the Company within 12 months in a general meeting or the annual general meeting held immediately after passing the same, whichever is earlier.
- To finalize terms of issue and allotment of any securities (including shares, if any) that may have to be issued and allotted pursuant to such terms including any modifications of such terms from time to time;
- To accept offers of any prospective investors, receive subscription/application money and make requisite issuance and allotment of any securities;
- To modify the terms of issue and allotment of Preference Shares including any modifications of such terms from time to time;
- To seek requisite approvals from appropriate authorities as may be required;
- To re-issue and allot the Preference Shares;
- To authorize requisite documentation and affixation of Common Seal of the Company, wherever required;
- To consider and approve opening of a new current Bank Account with any Scheduled Bank;
- To change and record the Authorised Signatories of the Company with any Scheduled Bank; and
- To decide on all matters necessary or incidental to the above Resolution and the foregoing.”
- To buy or procure supply of stores, spares, consumables and other material required for the purpose of carrying out the business of the Company.
- To consider and approve any kind of banking facility to be availed by the Company.
- To enter into, carry out, rescind or vary all or any financial arrangement with Banks, Institutions, companies, corporations, societies, firms, person or persons on behalf of and for the Company.
- To issue Shares, Debentures and other securities from time to time upto the amount as may be approved by the Shareholders in their general meeting and also subject to the compliance of the provisions of various laws for the time being in force and the rules and regulations made thereunder.
- To invest Company’s funds in the securities of other bodies corporate subject to the maximum amount calculated as per the limits prescribed in Section 372A of the Companies Act, 1956 and also subject to the compliance of other provisions of the Companies Act, 1956.
- To make loans, give guarantees and provide securities to, or in relation to loans availed by, other bodies corporate subject to the maximum amount calculated as per the limits prescribed in Section 372A of the Companies Act, 1956 and also subject to the compliance of other provisions of the Companies Act, 1956.
- To close the Bank Accounts held, in the name of the Company.
- To ask, demand, sue for, recover and receive all moneys, securities for money, dividends, interest, debts, dues, goods, stocks in shares, articles, effects and things of whatever nature and description now belonging or hereafter to the Company and to give valid and effectual receipts and discharges for the same.
- To pay or allow all taxes, rates, charges, deductions, expenses and other payments and outgoings whatsoever due and payable or to become due and payable by the Company.
- To authorise the Director/s, Officer/s and/or other person or persons on behalf the Company to commence, prosecute, defend and continue all actions, suits and other legal proceedings by or against the Company in any Court of Justice, Civil, Criminal and Revenue and to appear before all Magistrates and other Officers, etc., to prosecute, defend or discontinue or become non-suit therein, to settle, compromise and refer to arbitration any suit, action or proceedings, etc.
- To authorise the Director/s, Officer/s and/or other person or persons on behalf the Company to represent the Company before Central and/or State Government(s), Govt. Departments, local bodies and other authorities for registration, filing of returns & documents, obtaining of forms, etc. and doing all other acts, deeds and things as may be required to be done from time to time on behalf of the Company.
- To authorise the Director/s, Officer/s and/or other person or persons on behalf the Company to attend meetings of Companies in which Company is or would be shareholder or debentureholder, and to vote and otherwise take part in meetings and generally to exercise all rights which the shareholders or debentureholders would exercise.
- To engage, employ and dismiss any agents, brokers, servants and other persons concerned in its affairs and properties at such terms and conditions and for such periods as may be considered necessary.
- To call general meeting(s) of shareholders and approve notice calling any such meeting(s) and to do all other acts as may be deemed proper and essential.
- To exercise such powers and discharge such functions as may be conferred upon it from time to time by the Company in the general meeting or by the Board of Directors.
- To delegate all or any of the above powers to the Director(s) and/or Officer(s) of the Company authorising them to exercise any such powers for and on behalf of the Company and/or request/recommend to the Board to delegate the said power(s) to any person or persons.
- To authorise any Director to appoint at any time from time to time by a Power of Attorney any person or persons to be the constituted Attorney of the Company for such purposes and with such powers, authorities and discretions vested in such constituted attorneys for the time being and at any time withdraw the aforesaid power granted.
- To do all acts, deeds, matters and things which are incidental or ancillary to the powers mentioned herein above.
CLAUSE 41 COMMITTEEComposition of Clause 41 Committee:
| Sl.No. |
Member Director |
Category |
| 1 |
Mr.Shivinder Mohan Singh (Chairman) |
Non-Executive Director |
| 2 |
Mr. Ramesh L.Adige |
Independent Director |
| 3 |
Mr. Yogesh Kumar Sareen |
Non-Executive Director |
Key Functions
- The key functions of the Clause 41 Committee include the following:
- The Clause 41 Committee oversees the Company’s compliance with Clause 41 of the Listing Agreement.
