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INTRODUCTION

Quality Care India Limited (the Company) is committed to provide healthcare to the patients while adhering to the highest standards of ethics and simultaneously complying with all the applicable laws. The Code of Business Conduct and Ethics (“Code of Conduct” or “Code”) is intended to provide guidance to and help in recognizing and dealing with ethical issues, provide mechanisms to report the unethical conduct and to help foster a culture of honesty and accountability.

This (“Code of Conduct” or “Code”) helps ensure compliance with our standards of business conduct & ethics and also with regulatory requirements. All Personnel, designated General Manager and above, are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities and also comply with all applicable standards, policies and procedures of the company.

This policy should be read in conjunction with applicable regulations existing policies procedures of the Company. You can also contact the Legal & Secretarial Department if you have any questions or clarifications

APPLICABILITY

This Code of Conduct is applicable to all Personnel, designated General Manager and above which would include the directors of the Company, all functional heads (including management personnel with direct functional reporting to directors), Medical Directors of the units, General Managers, Chief Hospital Administrators, and such other personnel as the Board may decide from time to time (hereinafter referred to as the General Manager and above Personnel). All General Manager and above Personnel are expected to comply with the letter and spirit of this Code. They should continue to comply with other applicable laws & regulations and the relevant policies, rules and procedures of the Company.

The term “Company” shall include all its subsidiaries and affiliates.

INTERPRETATION OF THE CODE

In this Code the term “Relative” shall have the same meaning as defined in Section 2(77) of the Companies Act, 2013 as revised from time to time. In this Code, words importing the masculine shall include feminine and words importing singular shall include the plural or vice versa. Any question or interpretation under this Code of Business Conduct and Ethics will be considered and dealt with by the Board or any person authorized by the Board on their behalf.

COMPLIANCE WITH APPLICABLE LAWS REGULATIONS

General Manager and above Personnel must comply and where applicable, oversee compliance by employees with all the laws, rules and regulations applicable to the Company and its employees. Each General Manager and above Personnel must acquire appropriate knowledge of the requirements relating to his duties sufficient to enable him to recognize potential non compliance issues and to know when to seek advice from the Legal Secretarial Department on specific Company policies and procedures.

No payment or transaction should be made or undertaken, by a General Manager and above Personnel or authorized or instructed to be made or undertaken by any other person of the Company, if the consequence of that transaction or payment would be the violation of any law in force.

HONESTY, INTEGRITY & ETHICAL CONDUCT

General Manager and above Personnel shall act in accordance with the highest standards of integrity, honesty, fairness and ethical conduct while working for the Company as well when representing the Company. Honest conduct means conduct that is free from fraud or deception. Integrity & ethical conduct includes ethical handling of actual or apparent conflicts of interest between personal and professional relationships.

General Manager and above Personnel should promote ethical behavior and take steps to ensure that the Company promotes ethical behavior and also encourages employees to freely report violations of laws, rules, regulations or the Company’s Code of Conduct to the appropriate personnel.

CONFLICT OF INTEREST

General Manager and above Personnel must avoid and promptly disclose to the Company potential conflicts of interest regarding any matters concerning the Company (including its subsidiaries & joint ventures). A conflict of interest exists where the interests or benefits of General Manager and above Personnel conflict with the interests or benefits of the Company.

BUSINESS INTEREST

If any General Manager and above Personnel is considering investing in any customer, supplier, developer or competitor of the Company, he or she must first take care to ensure that these investments do not compromise on their responsibilities to the Company. Several factors are involved in determining whether a conflict exists, including the size and nature of the investment; the General Manager and above Personnel’s ability to influence the Company’s decisions; his access to confidential information of the Company and the nature of the 3 relationship between the Company and the other Company or person.

Accordingly, it is appropriate that the General Manager and above Personnel make a disclosure to the Board before making such an investment and obtains a “pre-approval”/“no objection” from the Board of Directors.

RELATED PARTY TRANSACTIONS

A General Manager and above Personnel or any of his relatives/associates should not derive any undue personal benefit or advantage by virtue of his position or relationship with the Company. As a general rule, General Manager and above Personnel should avoid conducting Company business with a relative, or with a business in which a relative is associated in any significant role. Any dealings with a related party must be conducted in such a way that no preferential treatment is given and adequate disclosures are made as required by law and as per the applicable policies of the Company.

GIFTS

General Manager and above Personnel shall not offer, give or receive gifts from persons or entities dealing with the Company, where any such gift is perceived as intended directly or indirectly, to influence any business decision. General Manager and above Personnel of the Company shall not accept or permit any member of his family or any other person acting on his behalf to accept any gift from Vendor, Dealer, Contractor, Suppliers and anyone having business dealings with the Company. The gift shall also include free boarding, transport, lodging or other service or any other pecuniary advantage when provided by any person other than a near relative or a personal friend having no official dealings with the General Manager and above Personnel. General Manager and above Personnel should also avoid acceptance of any, hospitality from any individual or firm having official dealings with the Company which may be construed to be detrimental to the interest of the Company.

BUSINESS OPPORTUNITIES

General Manager and above Personnel should not exploit for their own benefit, opportunities that are discovered through the use of Corporate property, information or position unless the opportunity is disclosed fully in writing to the Company’s Board of Directors and the Board of Directors authorizes the said General Manager and above Personnel to pursue such opportunity.Further, the General Manager and above Personnel must refrain from using the Company’s property or information for personal gain.

CONFIDENTIALITY

General Manager and above Personnel must maintain the confidentiality of sensitive information (that is not in public domain) relating to the Company which comes to their knowledge in the course of the discharge of their functions and any other confidential information about the Company that comes to them, from whatever source, except when such disclosure is authorized or legally mandated. No General Manager and above Personnel shall provide any confidential or sensitive information either formally or informally, to the press or any other publicity media, unless specifically authorized to do so.

REPORTING

Company Secretary shall be the Compliance Officer for the purpose of this Code. General Manager and above Personnel are required to report observed violations of the Code and illegal or unethical behavior to the Compliance Officer. All reports will be treated in a confidential manner and it is Company’s policy to not allow retaliation for reports made in good faith of misconduct by others. In accordance with an established, documented & approved process, the Company will undertake review & where appropriate, investigations of alleged violations or misconduct. General Manager and above Personnel are expected to cooperate in internal investigations of misconduct and violations of this Code.

WAIVERS AMENDMENTS

Any waiver of any provision of this Code for a General Manager and above Personnel must be approved in writing by the Company’s Board of Directors and appropriately disclosed. Based on the business requirements and applicable regulations the Code may be amended by the Board of Directors from time to time.

ACKNOWLEDGEMENT

All General Manager and above Personnel shall acknowledge the receipt of this Code in the acknowledgement form appended to this Code indicating that they have received, read and understood, and agreed to comply with the Code and send the same to the Compliance Officer.New General Manager and above Personnel will submit such an acknowledgment at the time when their directorship/employment begins/when they assume a General Manager and above position.

ANNUAL AFFIRMATION

All the General Manager and above personnel shall within fifteen days of close of every financial year affirm compliance with the code (refer Annexure I ). The duly signed Annual Compliance declaration shall be forwarded to the compliance officer of the company.

PREAMBLE

The Company believes that a good corporate governance system is necessary to ensure its long term success. The Company ensures good governance through the implementation of effective policies and procedures, which is mandated and regularly reviewed by the Board or the Committees of the members of the Board.

The objective of the policy is to ensure compliance with legal requirements and set standards for Corporate Governance so that concerned officers act in accordance with the highest standards of governance while working for and on behalf of the Company. All the concerned are expected to read and understand these guidelines to uphold these standards in day-to-day activities and comply with all applicable policies and procedures.

The purpose of this policy is to frame internal guidelines on Corporate Governance. This policy shall lay down the detailed procedures for the implementation of the said guidelines.

GENERAL PRINCIPLES
Expectations for Directors:
Each member of the Board of Directors of the Company shall:

  • Dedicate sufficient time, energy and attention to ensure the diligent performance of his or her duties.
  • Comply with the duties and responsibilities set forth herein and in the Articles of Association of the Company.
  • Adhere to the Company’s Standards of Business Conduct, including, but not limited to, the policies on conflicts of interest expressed therein.

Character of the Members of the Board of Directors:

Character of the Members of the Board of Directors should be persons of good character and thus should possess all of the following personal characteristics:

  • Integrity: Directors should demonstrate high ethical standards and integrity in their personal and professional dealings.
  • Accountability: Directors should be willing to be accountable for their decisions as directors.
  • Judgment: Directors should possess the ability to provide wise and thoughtful counsel on abroad range of issues.
  • Responsibility: Directors should interact with each other in a manner which encourages responsible, open, challenging and inspired discussion.
  • High Performance Standards: Directors should have a history of achievements which reflects high standards for themselves and others.
  • Commitment and Enthusiasm: Directors should be committed to, and enthusiastic about,their performance for the Company as directors, both in absolute terms and relative to their peers.
  • Courage: Directors should possess the courage to express views openly, even in the face of opposition.

RESPONSIBILITIES OF BOARD OF DIRECTORS

The Board shall be responsible for exercising its business judgments to act in what it reasonably believes to be in the best interests of the Company and its shareholders. The Board of Directors along with its constituted Committees shall provide direction and guidance for the Company and shall further supervise and review the performance of the Company.

As the Directors occupy fiduciary position, they shall attend and actively participate in Board and its Committee meetings thereof, on which they serve, and shall properly discharge their responsibilities.

The Board shall be responsible for overall compliance with the Corporate Governance of the Company and oversee the business affairs including responsibility for the Company’s business strategy and financial soundness, key personnel decisions, internal organisation and governance structure and practices, Risk Management and compliance obligations and in doing so the Board must act honestly, in good faith and in the best interests of the Company.The Board should ensure that the Company’s organisational structure enables the Board and Senior Management to carry out their responsibilities and facilitate effective decision making and good governance. This includes clearly laying out the key responsibilities and authorities of the Board itself, of Senior Management and of those responsible for the control functions.

The Board should actively engage in the major matters of the Company and keep up with material changes in the Company’s business and the external environment as well as act in a timely manner to protect the long-term interests of the Company.The Board should ensure that transactions with related parties are reviewed to assess risk and are subject to appropriate resolutions/approval, as required under various applicable laws and that corporate or business resources of the Company are not misappropriated or misapplied.

The Board should review this Policy periodically so that it remains appropriate in the light of material changes in regulatory requirement with respect to the Company’s size, complexity, geographic reach, business strategy, market and best governance practices.

DUTIES OF DIRECTORS

Directors are always in fiduciary relation with the Company and other stakeholders and have fiduciary duties towards Company. The Companies Act 2013 has codified the duties of the directors under Section 166 as follows:

  • Subject to the provisions of this Act, a director of a company shall act in accordance with the articles of the company.
  • A director of a company shall act in good faith in order to promote the objects of the company for the benefit of its members as a whole, and in the best interests of the company,its employees, the shareholders, the community and for the protection of environment.
  • A director of a company shall exercise his duties with due and reasonable care, skill and diligence and shall exercise independent judgment.
  • A director of a company shall not involve in a situation in which he may have a direct or indirect interest that conflicts, or possibly may conflict, with the interest of the company.
  • A director of a company shall not achieve or attempt to achieve any undue gain or advantage either to himself or to his relatives, partners, or associates and if such director is found guilty of making any undue gain, he shall be liable to pay an amount equal to that gain to the company.
  • A director of a company shall not assign his office and any assignment so made shall be void.

CORPORATE CULTURE AND VALUES

In order to promote sound corporate culture and values, the Board should ensure the following:

  • Setting and adhering to corporate values for itself, Senior Management and other employees that create expectations that all business should be conducted in a legal and ethical manner.
  • Promoting risk awareness within a strong risk culture, conveying the Board’s expectation that it does not support excessive risk-taking and that all employees are responsible for helping ensure that the Company operates within the agreed risk appetite and risk limits
  • Ensuring that appropriate steps are taken to communicate throughout the Company, the corporate values, professional standards or Code of Conduct it sets, together with supporting policies.
  • Employees should be encouraged and able to communicate, confidentially and without the risk of victimization, legitimate concerns about illegal, unethical or questionable practices.This will be facilitated through the existing Whistle Blower Policy including any modification(s) or revision(s) thereto.

BOARD OF DIRECTORS COMPOSITION AND SELECTION; INDEPENDENT DIRECTORS

Board of Directors Size-The Board of Directors of the Company shall, in accordance with the provisions of Companies Act 2013 and Rules made there under and Articles of association of the Company, as amended from time to time, determine the size of the Board of Directors which is optimal to allow the Board of Directors to operate in an effective fashion, to accomplish all of its goals and to fulfill all of its responsibilities. The Board of Directors of the Company believes that the size of the Board of Directors shall not exceed 15 (Fifteen) members. The Board shall comprise of optimum number of Executive and Non-Executive Directors.

Selection of Members of the Board of Directors: The Board of Directors shall be elected in the manner provided in the provisions of the Companies Act 2013 and Articles of Association of the Company. The Nomination and Remuneration Committee shall identify and recommend to the Board of Directors, candidates who are qualified to become members of the Board of Directors.

Vacancies / New Positions: The Board of Directors may fill vacancies on the Board of Directors and newly-created positions on the Board of Directors resulting from any increase in the authorized number of Directors in the manner provided in the Articles of Association of the Company. Should the Board of Directors choose to fill such vacancies or newly-created positions, the Board of Directors shall select such Directors from among the candidates identified and recommended by the Nomination and Remuneration Committee.

BOARD OF DIRECTORS MEMBERSHIP CRITERIA

  • The Nomination and Remuneration Committee shall assist the Board of Directors in determining the appropriate characteristics, skills and experience for the individual members of the Board of Directors and the Board of Directors as a whole.
  • In evaluating the suitability of individual candidates and nominees, the Nomination and Remuneration Committee and the Board of Directors shall consider relevant factors,including, but not limited to:
    1. A general understanding of marketing, finance, corporate strategy and other elements relevant to the operation of a large public company in today’s business environment;
    2. An understanding of the Company’s business.
    3. Educational and professional background.
    4. Character
  • The Nomination and Remuneration Committee and the Board of Directors shall evaluate each individual candidate and nominee in the context of the Board of Directors as a whole,with the objective of recommending a slate of nominees who can best oversee the management of the business and represent stockholder interests through the exercise of sound judgment using their diversity of experience in these various areas.
  • In determining whether to recommend a member of the Board of Directors for re-election,the Nomination and Remuneration Committee and the Board of Directors also shall consider such member’s past attendance at meetings and participation in, and contributions to, the activities of the Board of Directors.

Board of Directors Composition: The Board shall comprise of at least two independent directors in compliance with Section 149 of the Companies Act 2013 read with Rule 4 of the Companies( Appointment and Qualification of Directors) Rules 2014. The qualifications of Independent Directors shall be as per Schedule IV of the Companies Act 2013.

BOARD COMMITTEES

In order to focus on the critical functions of the Company, the Board may constitute such Committees as and when required to ensure smooth functioning of the Company. The Board shall have the following Committees mandatorily:

  • Audit Committee;
  • Nomination and Remuneration Committee;
  • Corporate Social Responsibility (CSR) Committee;
  • Operating Committee
  • Share Allotment, Share transfer and Investor Grievance Committee
  • Compensation Committee
  • Risk and Compliance Committee

The Terms of Reference, Composition, Meetings, Quorum, Minutes and Role of the Committees stated above shall be as decided by the Board of Directors from time to time subject to provisions contained in the Direction, relevant provisions of the Companies Act, 2013 and other Applicable Laws applicable to the Company.

Apart from the above Committees, the Board shall constitute such other Committees as may be deemed fit by it and, if required by any applicable law.

The Committees may engage in any manner, from time to time such Experts as the Committees may decide for effective discharge of the Roles and Responsibilities of such Committees.

OVERSIGHT OF SENIOR MANAGEMENT

The Board should delegate proper authority to the Executive Director(s) who are responsible for the day to day affairs of the Company to oversee the Senior Management who should hold members of Senior Management accountable for their actions and enumerate the consequences if those actions are not aligned with the Board’s performance expectations.

This includes adhering to the Company’s values, risk appetite and risk culture, regardless of financial gain or loss to the Company. In doing so, the Board should through the Executive Directors:

  • Monitor that Senior Management’s actions are consistent with the strategies and policies approved by the Board;
  • Meet regularly with Senior Management;
  • Interrogate and critically review reply and information provided by Senior Management;
  • Ensure that Senior Management’s knowledge and expertise remain appropriate given the nature of the business and the Company’s risk profile;
  • Ensure that appropriate succession plans are in place for Senior Management positions.

For the purpose of this policy Senior Management means such individuals appointed in the capacity of the shall mean such individuals appointed in the capacity of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Human Resources Officer, Vice President –Commercial, Chief Information Officer, Company Secretary, Chief Medical Officer, other Chief Executives of the Company and any other person who directly reports to the CEO or the Board

REVIEW OF POLICY

The Board or its Committee may review the policy from time to time as may be required. Changes, if any, shall be effective only upon approval by the Board.

INTRODUCTION:

Corporate Social Responsibility (CSR) is the Company’s commitment to its stakeholders to conduct business in an economically, socially and environmentally sustainable manner that is transparent and ethical.

Quality Care India Limited is committed to undertake CSR activities in accordance with the provisions of Section 135 of the Companies Act, 2013 read with relevant Rules.

Quality Care India Limited (QCIL) believes that corporate development has to be inclusive and every corporate has to be responsible for the development of a just and humane society that can build a national enterprise. QCIL commits itself to contribute to the society in ways possible for the organization and has set up the CARE Foundation, its core CSR team, as a means for fulfilling this commitment.

AIMS & OBJECTIVES

  • To develop a long-term vision and strategy for QCIL’s CSR objectives.
  • Establish relevance of potential CSR activities to QCIL’s core business and create an overview of activities to be undertaken, in line with Schedule VII of the Companies Act, 2013.
  • QCIL shall promote projects that are :
    1. (a) Sustainable and create a long term change;

      (b) Have specific and measurable goals in alignment with QCIL philosophy;

      (c) Address the most deserving cause or beneficiaries.

  • To establish process and mechanism for the implementation and monitoring of the CSR
    activities for QCIL.

COMMITTEE COMPOSITION

The CSR Committee of the Board shall be composed of at least three (3) Directors in accordance to the applicable statutory requirements. The Board has the authority to reconstitute the Committee from time to time.

COMMITTEE MEETINGS

The CSR Committee shall meet as often as its members deem necessary to perform the duties and responsibilities.

DUTIES & RESPONSIBILITIES OF CSR COMMITTEE

  • Review of the CSR activities to be undertaken by QCIL. The CSR Committee shall be guided by the list of activities specified in Schedule VII to the Companies Act, 2013 and appended to this Policy as Appendix – 1. Appendix 1 may be revised in line with any amendments/inclusions made to Schedule VII of the Companies Act, 2014.
  • Formulate and recommend to the Board the CSR activities/programs to be undertaken by QCIL.
  • Recommend the CSR Expenditure to be incurred on the CSR activities/programs. Institute a transparent mechanism for implementation of the CSR projects and activities. Effectively monitor the execution of the CSR activities.
  • Prepare an annual report of the CSR activities undertaken for QCIL and submit such report to the Board. The CSR Committee shall be apprised by the Chairman of CARE foundation.
  • Approve the CSR Policy and the CSR Expenditure as per the applicable provisions of the Companies Act, 2013.
  • Ensure the CSR spending every financial year of at least 2% of average net profits made during immediately preceding 3 financial years, in pursuance with the Policy.
  • Ensure disclosure of the contents of the CSR Policy on the QCIL website.
  • Directors’ Report onwards to include:
    1. a. Contents of the CSR Policy and Composition of the CSR committee;
      b. Reasons for failure (if any) to spend required amount on CSR activities.

QCIL can undertake the CSR activities through CARE Foundation, a society registered under the Andhra Pradesh (Telangana Areas) Public Societies Registration act, 1350(Fasli), (Act 1 of 1350F), Vide Registration No. 3387 of 1996 and having its registered office at, 6-3-248/2, Road No.1, Banjara Hills, Hyderabad- 500 034. CARE Foundation is a registered non-profit society with the mandate of making quality health care affordable and accessible to all through appropriate use of Technology.The Foundation has been established by a group of medical scientists and technologists with the stated mission of making advanced comprehensive healthcare affordable and accessible to all.

CSR EXPENDITURE

  • In every financial year, QCIL shall spend a minimum of 2% of its average Net Profits in the immediately preceding three (3) financial years or such other amount as may computed in accordance with the applicable provisions of the Companies Act 2013, as amended from time to time.Average Net profits shall mean the net profits of the Company as per the Profit & Loss Statement prepared in accordance with the applicable provisions of the Companies Act,2013 and Rule 2(f) of the Companies(Corporate Social Responsibility) Rules, 2014.
  • CSR Expenditure shall mean all expenditure incurred in respect of specific projects/programs relating to the approved CSR activities.
  • CSR Expenditure shall not include expenditure on an item not in conformity or not in line with activities which fall within the purview of the CSR activities listed in Schedule VII.
  • CSR Expenditure shall not include Projects or programs or activities undertaken outside India.
  • The surplus arising out of the CSR activities or projects shall not form part of the business profit of QCIL.

CSR ACTIVITIES – PROJECTS

  • CARE Foundation has been fulfilling the company’s CSR commitment, for the past several years.The Foundation implements its Mission of making advanced technology based care affordable and accessible to common man under a three dimensional programme:
    1. a) conducting research & imparting specialized education,

      b) developing cost effective medical products, and

      c) providing healthcare to people from the economically weaker sections of the Society and those living in rural areas.

  • The CSR activities shall be undertaken in locations within India. QCIL shall give preference to the local areas and the areas around which QCIL operates while considering the activities to be undertaken and spending the amount earmarked for CSR activities. However, QCIL has a multi-state presence and hence may be guided by the requirements of the specific CSR activity/program in determining the locations within India.

IMPLEMENTING CSR ACTIVITIES

  • The day to day implementation and execution of the CSR activities/projects shall be carried out through the CARE Foundation, headed by its Chairman.
  • QCIL may undertake the CSR activities directly and also through various implementing agencies such as, NGO’s, non-profit organizations, etc. Such implementing agencies shall have an established track record as prescribed under the law.
  • Some of the initiatives taken up by CARE foundation may facilitate the involvement of QCIL employees as CARE Foundation volunteers in ongoing projects and events, giving them an opportunity to engage in socially meaningful activities, thus, enabling them to realize their full potential and role as socially responsible citizens (Employee Volunteer Programs).
  • The initiatives undertaken may be communicated to the employees through specific awareness campaigns, so as to enable maximum participation.
  • QCIL may also collaborate or pool resources with other companies to undertake CSR activities in such a manner that each companies are in a position to report separately on such CSR projects.
  • The following activities do not qualify as CSR Activities under the Companies Act, 2013:
    1. a) Projects or activities not falling within Schedule VII (Appendix 1);

      b) Activities undertaken in pursuance of normal course of business;

      c) Projects or programs or activities that benefit only the employees of QCIL and their families.

      d) Direct or indirect contribution to any political party.

CSR REPORTING

  • The Board in its Annual Report shall include the details of the CSR activities undertaken in the Financial Year.

  • The CSR Committee shall provide a responsibility statement on the implementation and monitoring of the CSR Policy and that it is in compliance with CSR objectives of QCIL, which statement shall form part of the Boards’ Report.

WEBSITE DISPLAY

QCIL shall display on its website (www. carehospitals.com) the contents of its CSR Policy and other information as may be required to be displayed.

REVIEW AND AUDIT

  • The CSR committee shall be apprised on the implementation of the CSR activities and the progress shall be monitored on a quarterly basis.
  • QCIL shall through its internal controls, monitoring and evaluation systems implement,assess, document and report the impact of its CSR activities/projects.
  • Records relating to the CSR activities and the CSR Expenditure shall be meticulously maintained. The Records shall be submitted for reporting and audit.
  • The financial audits of the implementing agencies shall also be done through periodic audits.

INTRODUCTION:

This policy on nomination and remuneration of Directors, Key Managerial Personnel and Hospital Chief Operating Officer (HCOO) has been formulated by the Committee.

Objectives of the Committee:
The Committee shall:

  • Formulate the criteria for determining qualifications, positive attributes and independence of a director.
  • Formulation of criteria for evaluation of Directors.
  • Devising a policy on Board diversity.
  • Identify persons who are qualified to become Director and persons who may be appointed in Key Managerial Personnel in accordance with the criteria laid down in this policy and recommend to the board for their appointment.

DEFINITIONS:

  • Act: Means the Companies Act 2013, including any statutory amendments thereof.
  • Board: Board means Board of Directors of the Company.
  • Director: Directors means a director appointed to the Board of the Company..
  • Committee: Committee means Nomination and Remuneration Committee of the Company as constituted or reconstituted by the Board, from time to time.
  • Company: Company means Quality Care India Limited.
  • Independent Director: As provided in Section 149(6) of Companies Act, 2013, as amended from time to time.
  • Key Managerial Personnel: Key Managerial Personnel (KMP) means-as defined under section 203 of the Act.
    1. (a) The Chief Executive Officer or the Managing Director or the Manager or the Whole Time Director;

      (b) The Company Secretary.

      (c) The Chief Financial Officer

Unless the context otherwise requires, words and expressions used in this policy and not defined herein but defined in the Companies Act, 2013 as may be amended from time to time shall have the meaning respectively assigned to them therein.

APPLICABILITY
The Policy is applicable to:

  • Directors (Executive and Non-Executive).
  • Key Managerial Personnel and
  • Hospitals Chief Operating Officer (HCOO) of Units.

Constitution of the Nomination and Remuneration Committee:

The Board has the power to constitute/ reconstitute the Committee from time to time in order to make it consistent with the Company’s policy and applicable statutory requirement. The Board has the authority to reconstitute the Committee from time to time.

General Appointment Criteria:

  • The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director and KMP and accordingly recommend to the Board his / her appointment.
  • The Company should ensure that the person so appointed as Director/ Independent Director/ KMP shall not be disqualified under the Companies Act, 2013, rules made there under, or any other applicable enactment for the time being in force.
  • The Director/ Independent Director/ KMP shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made there under, or any other applicable enactment for the time being in force.

Term / Tenure:

The Term / Tenure of the Directors shall be governed as per provisions of the Companies Act, 2013 and rules made there under as amended from time to time.

Removal:

Due to reasons for any disqualification mentioned in the Companies Act, 2013, rules made there under or under any other applicable Act, rules and regulations or any other reasonable ground, the Committee may recommend to the Board for removal of a Director, KMP subject to the provisions and compliance of the said Act, rules and regulations.

Remuneration:

The Committee will finalize the remuneration to be paid to the Director’s, KMP and HCOO unless otherwise decided by the Board. The level and composition of remuneration so determined by the Committee shall be reasonable and sufficient to attract, retain and motivate directors, Key Managerial Personnel of the quality required to run the company successfully. The relationship of remuneration to performance should be clear and meet appropriate performance benchmarks. The remuneration should also involve a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals:

  1. 1.Director/ Managing Director
  2. Besides the above Criteria, the Remuneration/ compensation/ commission etc to be paid to Director/ Managing Director etc shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force.

  3. 2.KMPs and HCOO
  4. The Remuneration to be paid to KMPs and HCOO shall be based on the experience, qualification and expertise of the related personnel and governed by the limits, if any prescribed under the Companies Act, 2013 and rules made there under or any other enactment for the time being in force (if applicable).

  5. 3.Directors’ and Officers’ Insurance
  6. Where any insurance is taken by the Company on behalf of its Directors, KMPs/ Senior Management Personnel etc. for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

Any subsequent amendments in the applicable law in this regard shall automatically be apply to this policy.

This policy shall be reviewed by the Nomination and Remuneration committee as and when any changes are to be incorporated in the policy due to change in regulations or as may be felt appropriate by the committee.

1. APPOINTMENT

    1.1 Your appointment as a Non-Executive Independent Director on the Board of Directors of the Company and shall not be liable to retire by rotation.

    1.2 “Independent Director” should be construed as defined under the Companies Act, 2013.

    1.3 Your appointment is subject to the provisions of the Companies Act, 2013 (“Act”), Articles of Association of the Company, as amended from time to time.

    1.4 You shall ensure that in case any situation arises as to which you may lose your independence; you will immediately inform the Board of Directors accordingly.

    1.5 Your appointment as such is not as an employee of the Company and hence this letter shall not be construed as an employment contract.

2. APPOINTMENT ON COMMITTEES OF BOARD OF DIRECTORS

    2.1 You, while being a member of Board of Directors, may be invited/ nominated for appointment on various committees of the Board of Directors, as set up from time to time.

3. ROLE AND DUTIES

    3.1 Your role, duties and responsibility will be those normally required from a Non-Executive Independent Director under the Companies Act, 2013 and you will be expected to perform your duties, whether statutory, fiduciary or common law, faithfully, efficiently and diligently to a standard, commensurate with both the functions of your role and your knowledge, skills and experience.

    3.2 You shall abide by the ‘Code for Independent Directors’ as outlined in Schedule IV to section 149(8) of the 2013 Act, and duties of directors as provided in the 2013 Act (including Section 166).

    3.3 You shall also abide by the Code of Conduct, by whatever name called, which may be applicable to Senior management of the Company including any revision(s) thereof.

    3.4 You shall act in accordance with the Company’s Articles of Association as may be amended from time to time.

    3.5 You shall act in good faith in order to promote the objects of the Company for the benefit of its members and in the best interest of the Company.

    3.6 You shall discharge your duties with due and reasonable care, skill and diligence.

    3.7 You shall not assign your office as Director and any such assignment shall be void.

4. LIABILITIES

    4.1 You as an Independent Director shall be held liable, in respect of such acts of omission or commission by Company which had occurred with your knowledge, attributable through Board processes, and with your consent or connivance or where you had not acted diligently.

5. DIRECTORS LIABLITY INSURANCE

    5.1 Company has taken a Directors’ and Officers’ Liability Insurance policy which will be renewed and maintained for the full term of your appointment.

6. STATUS OF APPOINTMENT

    6.1 You will not be an employee of the Company and this letter shall not constitute a contract of employment. You will be paid such remuneration by way of sitting fees for meetings of the Board and its Committees as may be decided by the Board from time to time.

    6.2 You will have no entitlement to any bonus during the appointment and no entitlement to participate in any employee stock option scheme operated by the Company.

7. REIMBURSEMENT OF EXPENSES

    7.1 Company may pay or reimburse to you such fair and reasonable expenditure, as may have been incurred by you while performing your role as an Independent Director of the Company. This could include reimbursement of expenditure incurred by you for attending Board/ Committee meetings, General Meetings, court convened meetings, meetings with shareholders/ creditors/ management, subject to prior consultation with the Board, professional advice from independent advisors in the
    furtherance of your duties as an Independent Director.

    7.2 Details of the sitting fees payable to Independent directors, as existing, is as follows:
    For Attending Board Meeting Rs. 75000/-
    For Attending Committee Meeting Rs. 25,000/-

8. CONFLICT OF INTEREST

    6.1 By accepting this appointment, you will be deemed to have confirmed that any other position you hold including your directorships in other organizations, shall not give rise to any conflicts of interest in relation to your appointment as an Independent Director of the Company. Should you become aware of any conflict or potential conflict during your appointment, you are expected to notify the Company.

    6.2 As an Independent Director you shall not engage in any activity/ies that is not expected from you as an Independent Director.

9. EVALUATION

    9.1 The Board of Directors will carry out an evaluation of the performance of the Board as a whole, Board committees and Directors on an annual basis as per Company’s policy.

10. DISCLOSURES

    10.1 Any material interest that a director may have in any transaction or arrangement that the Company has entered into should be disclosed no later than when the transaction or arrangement comes up at a Board Meeting so that the minutes may record your interest appropriately and our records are updated. A general notice that you are interested in any contract with a particular person, firm or company is acceptable.

    10.2 During the Term you are required to submit all statutory disclosures/confirmations required to be made under applicable laws.

11. CONFIDENTIALITY OF INFORMATION

    11.1 Any information acquired during your term as Director of the Company is confidential and should not be released, either during your appointment or following termination( by whatever means) to third parties without prior clearance from the Chairman, including any person duly authorized by the said Chairman in this regard, unless required by law or by any regulatory body. On reasonable
    request, you shall surrender any documents and other materials made available to you whilst
    holding the directorship.

12. TERMINATION

    12.1 Your directorship on the Board of the Company shall terminate or cease in accordance with the applicable statues in force from time to time.

    12.2 You may resign from your position of non-executive independent director at any time by giving a reasonable written notice to the Board of Directors. However, you shall also have to forward to the Registrar of Companies in the prescribed e-form a copy of your resignation with reasons for the resignation.

13. APPLICABLE LAW

    13.1 This letter of appointment shall be governed by the laws of India and your engagement shall be subject to the jurisdiction of the Indian courts.

If you are willing to accept these terms of appointment relating to your appointment as a Non-executive Independent Director of the Company, kindly confirm your acceptance of these terms by signing and returning to us the enclosed copy of this letter.

Address for Registrar and Share Transfer Agent:

Venture Capital And Corporate Investments Private Limited.

12-10-167,

Bharat Nagar

Hyderabad, 500018,

Phone : +91 040-23818475/23818476/23868023

Fax : +91 040-23868024

Address for Registrar and Share Transfer Agent:

Venture Capital And Corporate Investments Private Limited.

12-10-167,

Bharat Nagar

Hyderabad, 500018,

Phone : +91 040-23818475/23818476/23868023

Fax : +91 040-23868024