Corporate Governance

Compliance Report on Corporate Governance for the Quarter ended December 31, 2016
Compliance Report on Corporate Governance for the Quarter ended June, 2016
Compliance Report on Corporate Governance for the Quarter ended September, 2016
Compliance Report on Corporate Governance for the Quarter ended March 31, 2016
Compliance Report on Corporate Governance for the Quarter ended December 31, 2015
Compliance Report on Corporate Governance for the Quarter ended September 30, 2015
Compliance Report on Corporate Governance for the Quarter ended March 31, 2015
Compliance Report on Corporate Governance for the Quarter ended December 31, 2014
Compliance Report on Corporate Governance for the Quarter ended September 30, 2014
Compliance Report on Corporate Governance for the Quarter ended June 30, 2014
Compliance Report on Corporate Governance for the Quarter ended March 31, 2014
Compliance Report on Corporate Governance for the Quarter ended December 31, 2013
Compliance Report Corporate Governance for the Quarter ended September 30, 2013
Compliance Report Corporate Governance for the Quarter ended June 30, 2013
Compliance Report Corporate Governance for the Quarter ended March 31, 2013
Compliance Report Corporate Governance for the Quarter ended December 31, 2012
Governance Document
Policy/Code of Conduct for prevention of Insider Trading
Whistle Blower Policy
Policy on Material Subsidiary Company
Code of Conduct
Code of conduct, roles and functions of Independent Directors
Policy on Recruitment and Selection
Policy on Compensation and Benefits
Policy on Disclosure of material event
Policy for Preservation of Documents
Familarisation programme

Compliance officer/Company Secretary
“Sumit Goel”
Company Secretary
Secretarial.malar@malarhospitals.in
Fortis Malar Hospitals Limited

Composition of Board and its Committees

Board of Directors

Composition of Board of Directors

The Board of Directors of Fortis Malar Hospitals Limited comprises of following Members.

SI.No Members
1 Mr. Daljit Singh – Chairman
2 Mr. Meghraj Arvind Rao Gore – Whole-time Director
3 Mr. Rakesh Laddha – Additional Director
4 Dr. Nithya Ramamurthy
5 Mr. Pejavar Murari
6 Mr. Ramesh L. Adige
7 Mr. Rama Krishna Shetty
8 Mr. L.T. Nanwani

AUDIT AND RISK MANAGEMENT COMMITTEE:

Composition of Audit Committee

The Audit and Risk Management Committee of Fortis Malar Hospitals Limited comprises of the following five Members:

SI.No Members
1 Mr. Ramesh Adige – Chairman
2 Mr. Daljit Singh
3 Mr. Pejavar Murari
4 Mr. Rama Krishna Shetty
5 Mr. Lakshman Teckchand Nanwani

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.
Policy on Materiality of Related Party Transactions
Audit & Risk Management Committee Mandate


STAKEHOLDERS RELATIONSHIP COMMITTEE:

Composition of Shareholders Grievance Committee:

The Stakeholders Relationship Committee of Fortis Malar Hospitals Limited comprises of the following four Members

SI.No Members
1 Mr. Ramesh Adige – Chairman
2 Dr. Nithya Ramamurthy
3 Mr. Meghraj Arvindrao Gore
4 Mr. Daljit Singh

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.

Stakeholder Relationship Committee Mandate

NOMINATION AND REMUNERATION COMMITTEE:

Composition of Remuneration Committee:

The Nomination and Remuneration Committee of Fortis Malar Hospitals Limited comprises of the following four Members:

Sl.No Members
1 Mr. L.T. Nanwani – Chairman
2 Mr. Daljit Singh
3 Mr. Ramesh L. Adige
4 Mr. R.K. Shetty

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.
Nomination & Remuneration Committee Mandate


CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

Composition of Corporate social responsibility Committee:

The Corporate Social Responsibility Committee of Fortis Malar Hospitals Limited comprises of following three Members.

Sl.No. Members
1 Mr. Daljit Singh – Chairman
2 Mr. L.T. Nanwani
3 Dr. Nithya Ramamurthy
CSR Policy
CSR Committee Mandate


Investor Grievance Contacts:

Sumit Goel
Company Secretary
Secretarial.malar@malarhospitals.in
Fortis Malar Hospitals Limited
Regd. Office – Fortis Hospital, Sector 62, Phase – VIII,Mohali, Punjab – 160062
Telephone number – +91-172-5096001
Fax number – +91-172-5096002
Appointment for Non Executive Director