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Contents Page No. 1 Corporate Information Auditors M/s. S. Viswanathan, Chartered Accountants, Chennai – 600 004 Bankers Indian Overseas Bank, Andhra Bank, Canara Bank, Indian Bank, State Bank of Travancore, Bank of India, Citibank, IDBI Bank, HDFC Bank, ICICI Bank, Axis Bank, Oriental Bank of Commerce, Standard Chartered Bank. Registered Office # 19, Bishop Gardens, Raja Annamalaipuram, Chennai – 600 028 Administrative Office Ali Towers, # 55, Greams Road, Chennai – 600 006 e-mail: [email protected] Website: www.apollohospitals.com Apollo Hospitals Chennai # 21 & 24, Greams Lane, Off Greams Road, Chennai – 600 006 # 320, Anna Salai, Nandanam, Chennai – 600 035 New No. 6, Old No. 24, Cenotaph Road, Chennai – 600 018 # 646, T.H. Road, Tondiarpet, Chennai – 600 081 # 154, E.V.R. Periyar Salai, Chennai – 600 010 Apollo Children’s Hospital 15-A, Shafi Mohammed Road, Chennai – 600 006 Madurai Lake View Road, KK Nagar, Madurai – 625 020 Karur Apollo Loga Hospital, 3rd Floor, 163, Allwyn Nagar, Kovai Road, Karur – 639 002 Aragonda Thavanampalle Mandal, Chittoor District, Andhra Pradesh – 517 129 Hyderabad Jubilee Hills, Hyderabad – 500 033 Old MLA Quarters, Hyderguda, Hyderabad– 500 029 Rajiv Gandhi Marg, Vikrampuri Colony, Secunderabad – 500 003 Apollo Hospitals – DRDO, DMRL ‘X’ Roads, Kanchanbagh, Hyderabad – 500 058 Bhagyanagar Colony, Opp. Kukatpally Housing Board, Hyderabad – 500 072 2 Bilaspur Lingiyadi Village, Bilaspur, Chattisgarh – 495 001 Vishakapatnam # 10-50-80, Waltair Main Road, Vishakapatnam – 530 002 Mysore Apollo BGS Hospitals, Adichunchanagiri Road, Kuvempu Nagar, Mysore – 570 023 Kakinada Main Road, Kakinada – 533 001 Bangalore # 154/11, Bannerghatta Road, Opp. IIM, Bangalore – 560 076 Ahmedabad Plot No. 1A, GIDC Estate, Bhat Village, Gandhi Nagar, Gujarat – 382 428 Kolkata Apollo Gleneagles Hospital, # 58, Canal Circular Road, Kolkata – 700 054 New Delhi Sarita Vihar, Delhi-Mathura Road, New Delhi – 110 044 Life Style Centres # 105, GN Chetty Road, T Nagar, Chennai – 600 017 # T-95, 3rd Avenue, Anna Nagar, Chennai – 600 040 City Centre, # 445 Mint Street, Chennai – 600 079 Apollo Heart Centre, # 156, Greams Road, Chennai – 600 006 # 12, Prithvi Avenue, Alwarpet, Chennai – 600 018 Apollo Centre of Excellence for Women # 15/42, Gandhi Mandapam Road Kotturpuram, Chennai – 600 085 Apollo Clinic, New No. 137 (Old No.70A) Velachery Road, Guindy, Chennai – 600 032 Apollo Emergency Centre, Near Santi Fire Works, Malakpet, Hyderabad – 500 036 Apollo Emergency Centre, Mehdipatnam ‘X’ Roads, Mehdipatnam, Hyderabad – 500 028 Apollo Gleneagles Clinic, # 48/1F, Leela Roy Sarani, Ghariahat, Kolkata – 700 019 City Centre, # 1, Tulsibaug Society, Opp. Doctor House, Ellisbridge, Ahmedabad – 380 006 Apollo Clinic, KR 28 VIP Road, Port Blair, Andaman – 744 101 3 Notice to the Shareholders Notice is hereby given that the Twenty-Eighth provisions of the Foreign Exchange Management Annual General Meeting of the Company will be Act, 1999, the Foreign Exchange Management held on Wednesday, the 26th day of August 2009 (Transfer or Issue of Foreign Security) Regulations, at 10.00 a.m. at Kamaraj Arangam, No. 492 Anna 2000, the Issue of Foreign Currency Convertible Salai, Teynampet, Chennai- 600 018, to transact Bonds and Ordinary Shares (through Depository the following business: Receipt Mechanism) Scheme, 1993, as amended from time to time (“FCCB Scheme”) and other ORDINARY BUSINESS applicable laws, regulations and guidelines issued by the Government of India, the Reserve Bank of 1. To receive, consider and adopt the Audited India, the Securities and Exchange Board of India Profit and Loss account for the year ended and any competent authorities and clarifications 31st March 2009 and the Balance Sheet as at issued thereon from time to time, as well as such that date, the Directors’ and Auditors’ Report approvals, permissions, consents and sanctions as thereon. may be necessary from the Government of India, 2. To declare a dividend on equity shares for the the Reserve Bank of India, the Securities and financial year ended 31st March 2009. Exchange Board of India, Registrar of Companies and/or any other regulatory authority and subject 3. To appoint a Director in place of Smt. Sangita to the conditions and modifications as may be Reddy, who retires by rotation and being prescribed by any of them while granting such eligible, offers herself for re-appointment. approvals, permissions, consents or sanctions and which may be agreed to by the Board of 4. To appoint a Director in place of Shri Deepak Directors of the Company (hereinafter referred Vaidya, who retires by rotation and being to as the Board, which term shall include any eligible, offers himself for re-appointment. Committee thereof) and the enabling provisions of the Memorandum and Articles of Association of 5. To appoint a Director in place of Shri P. Obul the Company, the Listing Agreements entered into Reddy, who retires by rotation and being by the Company with the Stock Exchanges where eligible, offers himself for re-appointment. the Company’s Equity Shares are listed, consent of the Company is hereby accorded to create, offer 6. To appoint a Director in place of Shri Rafeeque and, issue of Foreign Currency Convertible Bonds Ahamed, who retires by rotation and being (FCCBs) for a value of up to United States Dollars eligible, offers himself for re-appointment. Fifteen Million (USD 15,000,000), to International 7. To appoint Auditors for the current year and Finance Corporation, an international organisation fix their remuneration, M/s S. Viswanathan, established by Articles of Agreement, among its Chartered Accountants, Chennai retire and member countries including the Republic of India are eligible for re-appointment. (hereinafter referred to as “IFC”), subject to such terms and conditions as agreed by and between SPECIAL BUSINESS the Company and IFC and stipulated in the FCCB Loan Agreement dated June 18, 2009 (“FCCB Loan Item No. 8 Agreement”), a copy whereof was placed on the To consider and, if thought fit, to pass with or table at the meeting, and which FCCBs shall be without modification(s) the following resolution as convertible into Equity Shares of the Company at a SPECIAL RESOLUTION. the option of IFC, without requiring any further approval or consent from the shareholders, and “RESOLVED THAT pursuant to the provisions of at such conversion price which is the higher of section 81(1A) and other applicable provisions, if Rs. 605 or the price determined in accordance with any, of the Companies Act, 1956 and subject to the the FCCB Scheme and applicable laws.” 4 “RESOLVED FURTHER THAT shares, the price and the time period as aforesaid shall be suitably adjusted as (i) the FCCBs to be so created, offered, specified therein.” issued and allotted shall be subject to the provisions of the FCCB Loan Agreement; Item No. 9 and To consider and, if thought fit, to pass with or (ii) the new Equity Shares to be issued/ without modification(s) the following resolution as allotted upon conversion of FCCBs shall an ORDINARY RESOLUTION rank pari passu with the existing Equity Shares of the Company and shall be “RESOLVED THAT the consent of the Company be subject to the provisions of Memorandum and is hereby accorded in terms of section 293(1) and Articles of Association of the (a) and other applicable provisions, if any, of the Company.” Companies Act, 1956 for mortgaging, hypothecating and/ or charging by the Board of Directors of “RESOLVED FURTHER THAT the Board be and is the Company, of all the immovable and movable hereby authorised to issue and allot such number of properties of the Company wheresoever situate, Equity Shares as may be required to be issued and present and future, and/or conferring power, to allotted upon conversion of the FCCBs or as may enter upon and to take possession of assets of the be necessary in accordance with the terms of the Company in certain events, to or in favour of the offering, all such Equity Shares ranking pari passu lenders, banks, financial institutions, export credit with the existing Equity Shares of the Company in agencies or multilateral financial institutions all respects, as provided under the terms of the including International Finance Corporation issue and in the offering documents.” (IFC), Washington, (hereinafter referred to as the “Creditors”) to secure the financial assistance “RESOLVED FURTHER THAT the issue of Equity provided/to be provided by them to the Company Shares underlying the Securities to the holders together with and all other monies payable by of the FCCBs shall, inter alia, be subject to the the Company to the Creditors under the loan following terms and conditions: agreements / letters of sanction/memorandum of (i) in the event of the Company making a terms and conditions entered into/to be entered bonus issue by way of capitalisation of its into by the Company in respect of the said financial profits or reserves prior to the allotment assistance, not exceeding Rs. 2,000 crore at any of the Equity Shares, the number of shares point of time.” to be allotted shall stand augmented in “RESOLVED FURTHER THAT the Board of Directors the same proportion in which the equity of the Company be and is hereby authorized to share capital increases as a consequence finalise with the Creditors, the documents for of such bonus issue and the premium, if creating aforesaid mortgage, hypothecation and/ any, shall stand reduced pro tanto; or the charge and to do all such acts, deeds and things as may be necessary for giving effect to the (ii) in the event of the Company making a above resolution.” rights offer by issue of Equity Shares prior to the allotment of the Equity Shares, the “RESOLVED FURTHER THAT the mortgage/charge/ entitlement to the Equity Shares shall hypothecation created/to be created and/or all stand increased in the same proportion agreements/documents executed/to be executed as that of the rights offer and such and all acts done by and with the authority of additional Equity Shares shall be offered the Board of Directors are hereby confirmed and to the holders of the FCCBs at the same ratified.” price at which the same are offered to the existing shareholders; and Item No.