Key Resolution Details

The company seeks approval through special resolution for:

  • Re-designation of Dr. Arun N Palaniswami (DIN: 02706099) from Executive Director to Joint Managing Director
  • Effective date: August 7, 2026
  • Tenure: Remaining period of current term until September 24, 2028
  • Revised remuneration package as detailed below

Quantitative Figures

Remuneration Package:

  • Salary: ₹11,00,000 per month (increased from previous ₹10,00,000 per month as Executive Director)
  • Annual Increase: Up to ₹1,00,000 per month ceiling, first increase effective August 7, 2027
  • Commission: 2% of net profits subject to statutory limits under Sections 197 and 198 of Companies Act 2013
  • Perquisites: Medical expenses coverage, leave travel concession, club fees, company car with driver, telephone facility, utility bills reimbursement
  • Other Benefits: Provident fund contributions, gratuity at half month's salary per completed year, leave encashment

Shareholding Information:

  • Dr. Arun N Palaniswami holds 10,000 shares as of August 7, 2026
  • Cut-off date for voting eligibility: August 14, 2026

Dates and Timeline

  • Board approval date: August 7, 2026
  • Original appointment: September 25, 2015
  • Current tenure end date: September 24, 2028
  • Remote e-voting period: August 21, 2026 (9:00 AM IST) to September 19, 2026 (5:00 PM IST)
  • Result declaration: Within two working days after September 19, 2026
  • Resolution deemed passed date: September 19, 2026

Parties Involved

  • Individual: Dr. Arun N Palaniswami (DIN: 02706099)
  • Scrutinizer: Mr. M. D. Selvaraj (FCS: 960/COP: 411) of M/s. MDS & Associates LLP
  • E-voting Service Provider: National Securities Depository Limited (NSDL)
  • RTA: GNSA Infotech Private Limited
  • Stock Exchange: BSE Limited

Voting Mechanics

  • Method: Remote e-voting only through NSDL platform
  • Event Number (EVEN): 140950
  • Eligibility: Members registered as of August 14, 2026 cut-off date
  • Voting Rights: Proportional to shareholding as of cut-off date
  • Scrutinizer: Appointed to ensure fair and transparent process
  • Result Publication: Company website, NSDL website, and communication to BSE

Background and Rationale

Dr. Arun N Palaniswami (age 47, USA national) has been with the company since September 25, 2015, and was last re-appointed on August 25, 2023, for five years. He holds MBBS, MD - Internal Medicine qualifications with 20 years of experience, including 9 years practicing medicine in USA and 8 years as Director of Quality Control at KMCH. The re-designation is based on his performance evaluation, expertise in hospital operations and quality functions including NABH accreditations, and contributions to company growth.

Governance Aspects

  • Dr. Arun N Palaniswami will be liable to retire by rotation
  • He will not receive sitting fees for board or committee meetings
  • Related party disclosure: Son of Dr. Nalla G Palaniswami (Managing Director), brother of Dr. Mohan S Gounder and Dr. Purani P Palaniswami (Directors)
  • Board meeting attendance: 5 out of 5 meetings in 2025-26

Other Directorships

Dr. Arun N Palaniswami holds directorships in:

1. EDG Pharmaceuticals (India) Private Limited

2. Purani Hospital Supplies Private Limited

3. Kovai Purani Finance Private Limited

4. Aosta India Private Limited

5. Dr. N.G.P. Beginners Business Council (Section 8 company)

Document Availability

The complete postal ballot notice is available on the company's website: https://www.kmchhospitals.com/