THE COMPANY The revenue performance during the year was impacted due to certain factors such as a few key clinician exits, closure of Noida facility for revamping, dip in upcountry business and international factors such as political unrest in Afghanistan, currency issues in Ethiopia and Turkmenistan etc. In addition, the revenue from low margin trading activity dipped during the year, in view of management’s decision to focus on high value add activities only. Government regulations such as trade margin capping on 42 Oncology drugs dipped the revenues further and impacted margins as well. However, MHC did exceedingly well on managing coststructure and achieved defined EBIDTA target driven by strict cost actions under the umbrella of Transformation 3.0.     Your Company focused on strengthening its processes and operational effectiveness by undertaking transformational initiatives to realign the pricing structure, bring process orientation through regimented adherence and digital workflows, innovative models for doctor engagement and renewed focus on cost management in order to regain and improve the operating margin. Significant efforts were made by Clinical Governance team, capably led by the Clinical Directorate, Physician & Nursing Leadership, to implement safe, effective and efficient systems for delivering high end patient care.   Your Company also embarked upon the journey to expand its presence in upcountry through a variety of outreach activities including sales offices and OPD centers.  These are expected to add to patient convenience by providing tertiary care specialist consultations closer to home and also facilitate patient movement to network hospitals. These centers will also help anchor relationship with local clinical fraternity, play pivotal role in Max Extended Care Programme (MECP) and increase direct patient outreach. There are 15 such Patient assistance Centers/OPD centers/Sales Offices operational as on date of this report. In addition, the Company is also setting up Facilitation centers overseas on its own or through partners in order to improve the share of medical value travel. Your Company has also been engaging with the local community under the ‘Community First’ initiative in the form of health programmes, talks, cleanliness drives, local area beautification and special benefits to residents. It has also taken strides in the digital initiatives and efforts to reach patients online.   Going forward, your Company will continue to identify and implement initiatives to achieve sustained revenue growth. This will also involve adding new clinical programs and sub segmenting existing programs. Further, with pressure on margin consequent to the regulatory actions, the cost optimization efforts will continue to be an ongoing focus area for the organization.     Further, your Company continues to be dedicated to its core of Sevabhav and patient centricity, medical excellence and service excellence will continue to be an integral part of your Company’s vision of building an admirable institution.     FINANCIAL HIGHLIGHTS Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2016. The highlights of the Company’s financial performance on Standalone and Consolidated basis, for the year ended March 31, 2019 are summarized below:                                                                                                                  (INR in Crores) Particulars     MHIL (Standalone) Consolidated  Year ended March 31,2019  Year ended March 31,2018  Year ended March 31,2019  Year ended March 31,2018 Revenue from operations 1,011 1,059 1,691 1,729 Other Income including Finance Income 47 44 57 54 Total Income 1,058 1,103 1,748 1,783 Total Expenditure 980 1,048 1,536 1,616 Operating Profit/(Loss) 78 55 212 167 Less: Finance Charges 43 41 101 99 Cash Profit          35 14 111 68 Less: Depreciation 53 49 103 94 Profit/(Loss) before Tax & Prior Period Items from Continued Operations (18) (35) 8 (26) Profit/(Loss) before Tax & Prior Period Items from discontinued Operations - 7   11 Tax Expense/( Income)          5 - 8 3 Other Comprehensive Expense - Remeasurement Loss on defined benefit - - - - Non-Controlling Interest - - (3) (3) Total Comprehensive(Loss) /Income attributable to Equity Shareholders (23) (28) (3) (21) Earnings per equity share**     Basic (in INR) - 0.43 -0.51 (0.06) -0.39 Diluted (in INR) - 0.43 -0.51 (0.06) -0.39 ** Nominal value of INR 10/- per share Previous year figure have been re-grouped and/or re-arranged wherever considered necessary to make the comparable with those of current year.   PERFORMANCE REVIEW Your Company witnessed overall revenue de-growth of 4.5% in FY 2018-19 and achieved revenue of INR 1,011 Crores as compared to INR 1,059 Crores in FY 2017-18. The low margin trading revenues were 53% lower than the previous year, in view of the conscious efforts to focus on high margin services segment. The revenue from healthcare services were accordingly up by 2.5%, despite closure of Noida hospital for large part of the year for revamping of the facility and impact of regulatory actions in last 15-18 months on drug and implant prices. The material costs to Operating Revenue ratios improved by 440 bps during the year pursuant to the relative shift in contribution of trading revenues in overall revenues. Other costs (including employees, doctors, hospital services, sales and marketing, power and fuel etc.) were lower than the previous year by 140 bps. The operating profit before interest and depreciation was INR 78.7 Crores, increase of 44% as compared to FY 2017-18. The cash profitswere INR 35 Crores, increase of 1.5 times over the previous year. Net loss stood at INR 23 Crores, as compared to loss of INR 34.9 Crores in the previous year. It is thus evident that the new strategy to focus on services and actions taken on cost management has started to bear fruit. The above comparison is on like to like basis and exclude the result of operations discontinued in H-1 of 2017-18.   With respect to operational performance, your Company did reasonably well with respect to the growth across operational parameters owing to strong operational control and focus on cost & revenue levers. Some of the parameters are defined below: The bed occupancy for the financial year 2018-19 has been 73.4%. Your Company has increased the occupancy slightly as compared to last year whereas the operational beds reduced from 678 in 2017-18 to 652 in 2018-19 due to closure of Noida facility owing to the revamping. Revenue for key clinical specialties or Centers of Excellence (i.e. Cardiac sciences, Orthopedics, Neuro-sciences, Oncology, MAS and Renal) has improved by 4.8% as compared to last year and share of COE has increased from 55.6% in FY 2017-18 to 58.8% in FY 2018-19. Further efforts are being made to upgrade the medical technology, clinical talent and infrastructure to cater to more number of high end tertiary care patients. Average Length of Stay (ALOS) has increased from 3.37 in FY 2017-18 to 3.65 in FY 2018-19. The Inpatient Average Revenue Realized (ARR) improved by 1.4% while the hospital ARR improved by 2.1% during FY 2018-19.     NEW BUSINESSES   Ø  MAX@HOME   MAX@HOME is the out-of-hospital service division of Max Healthcare. The business focusses on making quality healthcare accessible to patients at their comfort be it their home or the workplace. Over a period of time, Max@Home has scaled up to become the leading home healthcare provider in the region with the most comprehensive set of services for any provider.    It extends 16 services across all key product segments e.g. diagnostics, assistance based care, physiotherapy & rehabilitation, pharmacy & devices, medical equipment and on-site medical rooms. Services are delivered through a strong team of 600+ trained caregivers, supported by a centralized round-the-clock patient helpline.   In FY19, MAX@HOME recorded ~1 million transactions with a topline of INR 62 Crores. The business registered a 62% YoY increase in revenues. Beyond financial performance, the customer satisfaction scores for the business stood at 81% (validated through an external agency) reflecting upon the promising quality of services despite being a logistics heavy & distributed workforce model.   In FY19, Max@Home launched 2 more innovative services to its portfolio including critical care nursing and ECG at home. With this, your Company is amongst the few branded players to offer critical care services to hospital ICU patients seeking continued care at home, while becoming the only one to offer radiology services like X-ray and ECG at home. The division also launched its services in Mohali during the year, increasing its geographical footprint in Delhi NCR and  Chandigarh tri-city.   During the year, MAX@HOME added more marquee awards and external recognitions by winning the Business World technology design award, Asian Hospital Management award for digital transformation, ET Now awards for best brand builder and innovation in service quality amongst others.   Ø  Max LAB:   Max Lab is a business vertical of Max Healthcare offering diagnostics services to patients outside MHC hospitals. Max Lab offers pathology services to patients directly and also through its network of partners which are Clinicians, Hospitals & Nursing Homes, Pathology Labs, and Franchisees. Max Lab offers multiple business models for each partner segment and has managed to aggressively expand its partner network during the year.   During the year, Max Lab overall clocked net revenue of INR 38 crores. The B2B segment clocked INR 24.3 crores with 85% growth, while INR 13.5 crores is from pathology serviced by Max@Home team. The B2B business growth is led by addition of partners and team has added over 250 partners, taking the total partner count over 700. The team has served over 3 Lacs patients during the year, up 140% from 1.4 lacs in last year. Max Lab also operationalised its first franchisee owned Lab in Udiapur, Rajasthan and is committed to take this approach to penetrate into more towns in future.   The year also witnessed implementation of new Lab Information Management System across the network in a record span of 15 months. New future ready platform offers good convenience to Partners and customers along with improved operational controls. The team also embarked journey to become the most receptive player in the diagnostic space with Net Promoter Score (“NPS”) solution to take customer feedback from all customers served. The focused approach on customer NPS resulted in average ratings of 45% which are class leading not just in diagnostics but also amongst the best in service sector.   The team is fully committed to clinical and service quality with adoption of NABL guidelines to pathology labs as well as full coverage of connected collection centres. The collection centres are also audited along with pathology labs and full audits were conducted for South Delhi, Gurgaon, East Delhi, Mohali regions and over 30 collection centres were certified by NABL. Max Lab intends to be the 1stlab with 100% coverage of collection centres.   Since launch, Max Lab has been successful in establishing its presence in NCR, Uttarakhand, Punjab and Rajasthan with support of 700+ partners and has plans to expand operations to cover all North India in near future.   Steps taken or proposed to be taken for Performance improvement   Following steps are being taken by the Company for stemming losses and improving its profitability:   Ø  With the support of skilled doctors, dedicated to quality patient care and modern, patient-centric hospital facilities and a cost-effective business model, the Company has in place robust mechanism to reduce its directs costs. This coupled with small increases in prices are expected to improve the profitability and meet increased employee costs.   Ø  Occupancy is the driver of revenues in the hospital industry and the Company's hospital has been experiencing higher footfall leading to higher occupancies. In addition, the Company has embarked on a programme to cut down length of stay of IPD patients through variety of means, which also help us improve patient safety and faster discharge of patients. This in effect also would lead to higher ARPOB and profitability. Further, going forward, the Company plans to reduce its dependence on Institutional payorwhere collections delays and arbitrary deductions are causing pressure on working capital and margins respectively..   Ø  Medical Programmes: With growing number of Lifestyle diseases like Cardiac, Neuro-sciences and Orthopedics etc., there is increasingly high demand for complex procedures like organ transplant, interventional neurology etc. The Company continuously rejigs its specialty mix and adds new & complex procedure to its offering, leading to higher realizations and better utilization of its resources.   Ø  The Company focused on strengthening its processes and operational effectiveness by undertaking transformational initiatives to realign the pricing structure, bring process orientation through regimented adherence, innovative models for doctor engagement and renewed focus on cost optimization in order to regain and improve the operating margin.    Significant efforts have been made by the Clinical leadership to revisit and revise policies / procedures in order to ensure transparency, compliance and proper documentation so as to gain back patient trust and loyalty.      OUTLOOK   During the year, your Company focused on strengthening its existing operations, taking stringent cost actions and expanding the outreach in India and abroad to improve financial performance. The business will continue to identify and implement initiatives to achieve sustained revenue growth. This will involve adding new clinical programs and sub segmenting existing programmes. Further with pressure on margin, the cost optimization efforts will be accelerated and this will continue to be an ongoing focus area for the organization. However, it will be ensured that these donot impacts  patient safety or medical quality and will thus be more focused on increasing the productivity of spend, eliminating waste, better negotiations with the vendors and weeding out non-value added activities. Patient Centricity, Medical Excellence and Service Excellence will continue to be an integral part of Max Healthcare's vision of building an admirable institution.

A.                Conservation ofEnergy   a)                 Steps taken for energy conservation / utilizing alternate source ofenergy:   Your Company accords highest priority to energy conservation and is committed for energy conservation measures including regular review of energy consumption and effective control on utilization of energy. The Company has designed its facilities keeping in view the objective of minimum energy losses. During the year, your Company has taken following significant energy conservation measures across its various hospitals:     §    Replacement of existing fixtures with energy efficient LED lights continues on ongoingbasis.   §    Replacement of old air conditioning chiller with energy efficient chiller.   §    Automatic tube cleaning systems have been installed on chiller to derive better efficiency from these chillers.     §    Control on HVAC systems contributed by way of efficient monitoring and regulation of temperature in Operation Theatres (OTs) and use of winter chillers.   §    More than 99% uptime of all major engineering equipments and systems across allhospitals.   §    Monitoring and benchmarking of power consumption per occupied bed, optimizing actual vs. designed efficiency of major equipments and spreading awareness to conserve our environment amongst various stake holders are some of the efforts which have helped conserve power consumption while the hospitals cater to increased footfalls.     §    Recycling of water and optimizing water consumption in OT and other patient areas. §    Old air compressor has been replaced with energy efficient screw type compressor for medical gas system   b)            Capital investment on energy consumption equipments:INR53.5 c)            Impact of measures at (a) &(b):   §    The energy conservation measures taken from time to time have resulted in considerable reduction of energy and thereby reducing the cost.

A.            Technology Absorption:   (a) & (b): Efforts in brief, made towards technology absorption and benefits derived as a result of these efforts, e.g. product improvement, cost reduction, product development, import substitution etc.   Medical technology plays a crucial role in enhancing the quality of delivery, reduction in turnaround time of workflows and thus the overall cost, besides bringing in higher accountability into the system. Your Company has consistently invested in acquiring latest and newer technologies that result in better clinical outcomes and hence, greater patient satisfaction.   During the year under review, your Company has installed new hybrid Cath Lab at its network hospital at Max Hospital, Saket that has lead to improved Patient safety, reduced complications (access site and bleeding) for advanced cardiovascular diagnostic and interventional procedures. High end microscope, Ortho-suite Navigation system, DR system in Radiology are the other latest upgradations that has helped improve decision making capabilities and throughput of surgeon to gain competitive advantage.   The above initiatives have helped the Company to provide improved medical quality and holistic care to our patients in a more effective manner.   a)            In case of imported technology (imported during last 5 years reckoned fromthebeginning of the financial year), following information may be furnished:NA  

A.            Foreign Exchange Earnings andOutgo:   a)         Activities relating to exports: Initiatives taken to increase exports, development of new export markets for products and services, and export plans:  Your Company is engaged in the healthcare business and is not carrying on any export entities. The Company has appointed healthcare facilitators in various countries to cater to international patients. b)         Total foreign exchange earned and used :     (i)         Earnings       :   INR 57.77Crores   (ii)        Expenditure:    CIF ValueofImports        - INR 11.28Crores Others                              - INR 8.78Crores  

As per Section 134(5) of the Act, the Directors, to the best of their knowledge and belief confirm that:   (i)          In the preparation of annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures.   (ii)        The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for thatperiod.     (iii)       The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.     (iv)       The Directors have prepared the annual accounts on a going concern basis.     (v)        The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.