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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Fortis Malar Hospitals Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting their 34^th Annual Report of Fortis Malar Hospitals Limited ("the Company") along with Audited Standalone and Consolidated Financial Statements and Auditors'' Report thereon for the Year ended March 31, 2025.

FINANCIAL RESULTS

The highlights of Consolidated Financial Performance of your Company are as follows:

('' in Lakhs)
Particulars	Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	0.00	5,900.88
Other Income	271.72	695.08
Total Income	271.72	6,595.96
Total Expenses	213.89	6,021.15
Profit before Finance Charges, Taxes, Depreciation & Amortisation (EBITDA)	57.83	574.81
Less: Finance Charges, Depreciation & Amortisation	1.02	1,366.47
Profit / (Loss) before exceptional item and tax	56.81	(791.66)
Exceptional items	0.00	5,792.63
Profit / (Loss) before tax	56.81	5,000.97
Less: Tax Expenses	17.61	468.49
Profit / (Loss) for the year	39.20	4,532.48
Other Comprehensive Income (Net of Taxes)	0.00	(2.77)
Total Comprehensive Income/ (Loss) for the year	39.20	4,529.71
The highlights of Standalone financial Performance of your Company are as follows: ('' in Lakhs)
Particulars	Standalone
Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	0.00	5,900.88
Other Income	271.72	887,42
Total Income	212.11	6,788.30
Total Expenses	212.10	6,019.88
Profit before Finance Charges, Taxes, Depreciation & Amortisation (EBITDA)	59.61	768.42
Less: Finance Charges, Depreciation & Amortisation	1.02	1366.47
Profit / (Loss) before exceptional item and tax	58.59	(598.05)
Exceptional items	0.00	5,792.63
Profit / (Loss) before tax	58.59	5,194.58
Less: Tax Expenses	17.59	466.90
Profit / (Loss) for the year	41.00	4,727.68
Other Comprehensive Income (Net of Taxes)	0.00	(2.77)
Total Comprehensive Income/ (Loss) for the year	41.00	4,724.91

STATE OF COMPANY''S AFFAIR, OPERATING RESULTS AND PROFITS

Your Company achieved a consolidated total income of '' 2.72 Crores during the current year as against '' 65.96 Crores in the corresponding financial year ended March 31, 2024. EBITDA for the year stood at '' 0.58 Crores compared to '' 5.75 Crores for the previous corresponding year. The Profit after exceptional item and before tax for the period stood at '' 0.57 Crores as against '' 50.01 Crores during the corresponding year. Profit for the year stood at '' 0.39 Crores in the current financial year compared to '' 45.32 Crores in the previous year.

Post the slump sale transaction, the Company ceases to have any business operations. Currently, the management of the Company has no visibility of commencing any new business operations in the future and the Company''s management and Board of Directors, in consultation with its legal advisors/ merchant bankers, is evaluating various corporate restructuring options for the future possible course of actions for the Company and is progressing with the finalisation of plan.

SIGNIFICANT MATTERS DURING THE YEAR UNDER REVIEW OPEN OFFER

Pursuant to execution of Share Subscription Agreement dated July 13, 2018 ("SSA"), Northern TK Venture Pte Limited ("NTK" or the "Acquirer"), a wholly owned subsidiary of IHH Healthcare Berhard ("IHH"), subscribed to 235,294,117 new equity shares of Fortis Healthcare Limited ("FHL") with a face value of '' 10 each ("Subscription Shares"), constituting approximately 31.1% of the total voting equity share capital of FHL on a fully diluted basis ("Expanded Voting Share Capital") for a total consideration of '' 4,000 Crores and FHL issued and allotted Subscription Shares by way of preferential allotment in accordance with the terms of SSA ("Subscription"). As a consequence of Subscription, the Acquirer together with IHH and Parkway Pantai Limited ("PPL"), collectively made a mandatory open offer, by filing a public announcement dated July 13, 2018 to carry out the following:

A. A mandatory open offer for acquisition of up to 197,025,660 equity shares of face value of '' 10 each in FHL, representing additional 26% the Expanded Voting Share Capital of FHL, at a price of not less than '' 170 per share ("Fortis Open Offer") or such higher price as required under the Securities and Exchange Board of India ("SEBI") (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"); and

B. In light of the acquisition of the controlling stake of FHL, a mandatory open offer for acquisition of up to 4,894,308 fully paid up equity shares of face value of '' 10 each in Fortis Malar Hospitals Limited ("Malar"), representing 26% of the paid-up equity shares of Malar at a price of '' 60.10 per share ("Malar Open Offer"). Malar Open Offer is subject to the completion of the Fortis Open Offer. In the FY 2024-25, Malar has declared & paid interim dividend of '' 40 per equity share and final dividend of '' 2.50 per equity share to its shareholders. Pursuant to such declaration and in terms of Regulation 8(9) of the SEBI (SAST) Regulations, Acquirer and Persons Acting in Concert ("PACs") have decided to adjust Malar Open Offer price from '' 60.10 per equity share to '' 17.6 per equity share.

The Hon''ble Supreme Court of India had on December 14, 2018, passed an order ("Status Quo Order") directing "status quo with regard to sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained". In light of the Status Quo Order, Fortis Open Offer and Fortis Malar Open Offer were put on hold until further order(s)/ clarification(s)/ direction(s) issued by the Hon''ble Supreme Court of India. Vide its order dated November 15, 2019, the Hon''ble Supreme Court had issued suo-moto contempt notice to, among others, FHL and directed its Registry to register a contempt petition regarding alleged violation of the Status Quo Order ("Contempt Petition").

Petitions before the Hon''ble Supreme Court including Contempt Petition have been disposed of vide judgement dated September 22, 2022 ("Judgement"). No finding of contempt has been made against FHL or its independent directors. Based on legal advice, FHL is of the clear view that the Status Quo Order dated December 14, 2018, no longer exists. IHH/ NTK is simultaneously seeking legal counsel for pursuing and securing the Open Offer.

In the Judgement, Hon''ble Supreme Court has passed certain directions, inter-alia, that the Hon''ble High Court of Delhi may consider issuing appropriate process and appointing forensic auditor(s) to analyze the transactions entered into between FHL and RHT and other related transactions. The stated position of FHL is that these transactions were done in compliance with applicable laws, post requisite corporate and regulatory approvals and necessary disclosures/ announcements. Currently, it is vehemently opposing the application filed by Daiichi before the High court for appointment of forensic auditor.

DIVIDEND AND TRANSFER TO RESERVES

During the financial year the Company has not transferred any amount to General Reserves.

Post divestment the Company doesn''t have any business operations and the proceeds of the sale consideration would be distributed among the shareholders of the Company in such forms and manners, in compliance with the applicable laws as may be amended from time to time, as the Board will consider necessary and in the best interest of the shareholders of the Company. In view of the above during the financial year under review, the Board has declared & paid an interim dividend of '' 40 per equity share on the fully paid up 1,87,41,759 equity shares amounting to '' 74,96,70,360 (Rupees Seventy Four Crores Ninety Six Lakhs Seventy Thousand Three Hundred and Sixty Only) in the meeting of Board of Directors held on April 12, 2024 (adjourned from April 8, 2024).

Further, the Members in the Annual General Meeting held on July 31, 2024 had approved the final dividend of '' 2.50 per equity share on the fully paid up 1,87,41,759 equity shares amounting to '' 4,68,54,397.50 (Rupees Four Crore Sixty Eight Lakhs Fifty Four Thousand Three Hundred Ninety Seven and Fifty Paise), the same has been paid within stipulated timelines.

Thereafter, upon the payment of this final dividend, the Company has exhausted its free reserves for the purposes of distribution to the shareholders and shall be utilising the remaining funds to meet its ongoing expenses in relation to the running of the Company as well as for contingencies, if any.

No final dividend has been considered for the Financial Year 2024-25.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of FY 2024-25 and date of this report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintained an internal control system designed to commensurate with the nature of business and complexity of operations. It was monitored by the management to provide reasonable assurance on the achievement of objectives, effectiveness and efficiency of operations, reliability of financial reporting and compliance with applicable laws and regulations.

DETAILS OF SUBSIDIARY

During the year under review, your Company has only one subsidiary Company i.e. Malar Stars Medicare Limited, which has initiated the process to convert itself to Section 8 company as per the provisions of the Companies Act, 2013. The application for conversion was submitted subsequent to the current financial year ended on March 31,2025.

The Board of Directors has adopted a policy for determining "material subsidiary" pursuant to Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available at http://www. fortismalarhospital.com/investor-relations/investorcatdetails/ corporate-governance/policies-and-other-documents

Basis the Consolidated Audited Financial Statements of the Company for FY 2024-25, your Company has no "material subsidiary" in terms of the said policy and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further, no subsidiary/Joint venture/ Associate Companies has been added or ceased during the period under review.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY

The Consolidated financial statements of your Company and its subsidiary, prepared in accordance with applicable Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, forms part of the Annual Report. In terms of Section 136 of the Companies Act, 2013, financial statements of the subsidiary company will be provided to any shareholder of the Company who asks for it and said financial statements will also be kept open for inspection at the registered office of the Company and that of subsidiary. The Performance and financial position along with contribution of the subsidiary to the overall performance of your Company which is also included in the Consolidated Financial Statements of the Company is enclosed herewith as "Annexure-I" in the prescribed format in Form AOC-1.

LOANS / ADVANCES / INVESTMENTS / GUARANTEES

Particulars of loans / advances / investments / guarantees given and outstanding during FY 2024-25 are mentioned in notes to financial statements.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the

provisions of Section 73 of the Companies Act, 2013 read with

the Companies (Acceptance of Deposit) Rules, 2014.

AUDITORS1. STATUTORY AUDITORS

The Board of Directors, considering the size and requirement of the Company, approved the re-appointment of M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), upon recommendations of Audit and Risk Management Committee, for a second term of four years to conduct statutory audit of the Company for the Financial Years commencing from April 1, 2024 to March 31, 2028. The said appointment was approved by the shareholders at their 33^rd Annual General Meeting, accordingly they hold the office of statutory auditor from the conclusion of 33^rd Annual General Meeting until the conclusion of 37^th Annual General Meeting to be held in year 2028.

The Notes on financial statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark. However, Emphasis of matter is drawn to Note 2 (a) (ii) to the standalone financial statements which explains that consequent to sale of business operations through a slump sale transaction, the Company ceases to have any business operations. Currently, the management of the Company has no visibility of commencing any new business operations in the future, and the Company''s management and Board of Directors, in consultation with its legal advisors/ merchant bankers, is evaluating various corporate restructuring options for the future possible course of actions for the Company and is progressing with the finalisation of plan. However, the Company believes that it has sufficient cash and cash equivalent balance to settle its obligations as and when they fall due and the Company believes that it would be able to meet its financial obligations for the foreseeable future based on the current cash position and projected cash flows. Accordingly, these standalone financial statements have been prepared on a going concern basis.

Further, as per the requirement of Companies Auditor Report Order (CARO) Rules, 2016, no fraud has been reported or noticed during the period under review.

2. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant rules made thereunder or any

amendments thereof, the Company is required to maintain cost records and accordingly such accounts and records are made and maintained by the Company in respect of its hospital activity and the same is also required to be audited. Your Board had, upon the recommendation of the Audit & Risk Management Committee, appointed M/s Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of the Company for FY 2024-2025 at a remuneration up to '' 75,000 (Rupees Seventy-Five Thousand) plus taxes and out-of-pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for ratification. Accordingly, a resolution seeking member''s ratification for the remuneration payable to M/s Jitender, Navneet & Co., Cost Auditors is included in Notice convening ensuing Annual General Meeting.

The Report of the Cost Auditors for the FY 2023-24 does not contain any qualifications, reservations or adverse remarks and the comments given by the Cost Auditors are self- explanatory and hence do not call for any further explanations or comments.

3. SECRETARIAL AUDITORS

Further pursuant to recent amendments in Regulations 24A of SEBI (Listing Obligations and Disclosure Requirement), 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors at the Board meeting held on May 15, 2025, has recommended the appointment of M/s Mukesh Agarwal & Co., Practicing Company Secretary as Secretarial Auditor of the Company for a term of 5 (Five) consecutive years from Financial Year commencing from April 1, 2025 to March 31, 2030, to the shareholders. Accordingly, a resolution seeking appointment and fixation of remuneration of Secretarial Auditors of the Company is included in Notice convening the ensuing Annual General Meeting.

The Company has received the written consent and a certificate that M/s Mukesh Agarwal & Co., Practicing Company Secretary satisfy the criteria for appointment as Secretarial Auditor and the appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder.

4. INTERNAL AUDITORS

The Company has a well-established, independent and in-house Internal Audit function that is responsible for providing assurance on compliance with operating systems, internal policies and legal requirements, as well as suggesting improvements to systems and processes. The Internal Audit function monitors and evaluates the efficacy and adequacy of internal control systems in the Company and reports on operational deficiencies and key process risks to management and the Audit & Risk Management Committee.

For FY 25, Internal Audit(s) were performed in accordance with the Internal Audit plan approved by the Audit & Risk Management Committee.

COMPLIANCE OF SECRETARIAL STANDARD

During the period under review, your Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During FY 2024-25, there was no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

CHANGE IN THE NATURE OF BUSINESS

Consequent to the sale of its business operations in the FY 2024-25, the Company has ceased all business activities and is no longer carrying on any trade or business.

STOCK OPTIONS AND CAPITAL STRUCTURE

During the year under review, the Company has not granted any options under "Malar Employees Stock Option Plan, 2008" ("ESOP Scheme").

Further, pursuant to the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI (SBEBS) Regulations"), as amended from time to time, the Nomination & Remuneration Committee of the Company, inter-alia, administers and monitors the ESOP Scheme of the Company.

As on March 31,2025 Company does not have any outstanding stock options as the same has already been unexercised and thereafter, lapsed in earlier financial years.

Pursuant to the provisions of the SEBI (SBEBS) Regulations, the details of stock options as on March 31,2025 under the "Malar Employees Stock Option Plan 2008" is available at the website of the Company at http://www.fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents.

The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI (SBEBS) Regulations would be kept during the Annual General Meeting for inspection by members. The details pertaining to shares in suspense account are specified in the report of Corporate Governance forming part of the Board ''Report.

The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company.

During the FY 2024-25, there was no change in capital structure of the Company.

ANNUAL RETURN

The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at http://www. fortismalarhospital.com/investor-relations/investorcatdetails/ annual-general-meeting-2025

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange is given in "Annexure III", forming part of this Board''s Report.

CORPORATE SOCIAL RESPONSIBILITY

During the year under review, your Company did not have any obligation to make CSR contribution, hence, no initiatives have been taken during the year. Further, the disclosure as required under Section 134(3)(o) of the Companies, Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 is not applicable.

The policy as approved by the Board is available on the Company''s website at http://www.fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Richa Singh Debgupta, Director is liable to retire by rotation at the ensuing Annual General Meeting and has offered herself for re-appointment. On the recommendation from Nomination & Remuneration Committee, the Board has recommended her re-appointment as a director liable to retire by rotation. As required under Regulation 36 of SEBI LODR and Secretarial Standards information or details of Ms. Richa Singh Debgupta are provided in the Notice convening the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under subsection (6) of section 149 of the Companies Act, 2013 and the SEBI (Listing Agreement and Disclosure Requirements) Regulations, 2015. Further, no director of the Company was disqualified to become/continue as Director of the Company, in terms of the provisions of the Companies Act, 2013 and the rules made thereunder.

Further, during the financial year 2024-25, following changes occurred in the composition of the Board of Directors:

â¢ Mr. Ramesh Lakshman Adige, who was serving as an Independent Director, was re-designated as a NonExecutive, Non-Independent Director w.e.f. May 06, 2024;

â¢ Mr. Ravi Rajagopal was re-appointed as an Independent Director of the Company for a period of five (5) years effective from October 23, 2024, however, he has resigned from the Board w.e.f. September 30, 2024 and;

â¢ Ms. Suvalaxmi Chakraborty was appointed as an Additional Non-Executive-Independent Director w.e.f. October 1,2024 and her appointment was regularized by the members of the Company through Postal Ballot.

â¢ Mr. Chandrasekar Ramaswamy was re-appointed as a "Whole-time Director" of the Company for a period of three years w.e.f. January 11, 2025.

There is no inter-se relationship between the Board Members. Further, post closure of financial year under reveiw, following changes took place :

(a) Tenure of Mr. Ramesh Lakshman Adige as a Non-Executive Non-Independent Director of the Company expired on May 5, 2025;

(b) Dr. Ritu Garg was appointed as an Additional Non-Executive Non-Independent Director of the Company w.e.f. May 6, 2025 in the place of Mr. Ramesh Lakshman Adige.

Further, the proposal with respect to the regularization of Dr. Ritu Garg shall be forming part of the Notice of the ensuing Annual General Meeting for shareholders'' approval.

During the year under review, the following changes occurred in the Key Managerial Personnel (KMP) of the Company:

â¢ Ms. Srishty resigned from the position of Company Secretary & Compliance Officer w.e.f. August 08, 2024.

â¢ Mr. Yogendra Kumar Kabra resigned from the position of Chief Financial Officer (CFO) w.e.f. August 23, 2024.

â¢ Ms. Vinti Verma was appointed as the Company Secretary & Compliance Officer w.e.f. November 05, 2024.

â¢ Mr. Pradeep Kumar Malhotra was appointed as the Chief Financial Officer (CFO) w.e.f. November 05, 2024.

During the year under review, 6 (Six) meetings were held by the Board of Directors. Details of Board/ Committee meetings held and attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

Disclosures regarding the following are also mentioned in report on Corporate Governance:

1. Composition of committee(s) of the Board of Directors and other details;

2. Details of establishment of Vigil Mechanism;

3. Details of remuneration paid to all the directors including stock options; and

4. Commission received by Whole-time Director, if any.

In the Opinion of the Board, the Independent Directors of the Company are the persons of integrity, expertise and posses the relevant experience/ proficiency. Further, the Independent Directors, fulfill the conditions as per the applicable laws & are independent of the management of the company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board and its respective committees are required to carry out performance evaluation of the Board as a body, the Directors individually, Chairman as well as that of its Committees.

In view of the aforementioned provisions, an evaluation process, covering various aspects of the functioning of the board including Independent Directors and its committees, adequacy of the constitution and composition of the Board and its committees, matters addressed in the Board, processes followed at the meeting, frequency of meetings of the Board and its committees, long range strategic thinking and planning etc., is in place.

Accordingly, the Board members completed the process for evaluating the entire board including Independent Directors, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

Thereafter, the same was duly placed before the Board of Directors for noting.

MANAGERIAL REMUNERATION Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under: - a) Comparison and ratio of the remuneration of each director to the median remuneration of the employees of the Company for FY 2024-25 (Amount in '')
Name of the Director		Remuneration of Director	Median Remuneration of employees		Ratio
Mr. Chandrasekar Ramaswamy (remuneration up to May 31, 2024 )		14,85,850	NA		NA
b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review
Name of Director / KMP	Designation			% increase in Remuneration
Mr. Chandrasekar Ramaswamy	Whole Time Director			-
Mr. Daljit Singh	Non-Executive Non-Independent Director			-
Ms. Shailaja Chandra	Independent Director			-
Ms. Suvalaxmi Chakraborty	Independent Director			-
Ms. Richa Singh Debgupta	Non-Executive Non-Independent Director			-
¹Mr. Ramesh Lakshman Adige	Non-Executive Non-Independent Director			-
²Mr. Ravi Rajagopal	Independent Director			-
³Mr. Yogendra Kumar Kabra	Chief Financial Officer			-
⁴Ms. Srishty	Company Secretary & Compliance Officer			-
⁵Ms. Vinti Verma	Company Secretary & Compliance Officer			-
⁶Mr. Pradeep Kumar Malhotra	Chief Financial Officer			-
¹Tenure expired on May 5, 2025 ²Resigned w.e.f. September 30, 2024. ³Resigned w.e.f. August 23, 2024. ⁴Resigned w.e.f. August 8, 2024. ⁵&⁶Appointed w.e.f. November 5, 2024.

c) The percentage increase in the median remuneration of employees in FY 25

Not applicable, there was no employee as on March 31, 2025

d) The number of permanent employees on the roll of Company is "Nil" as on March 31, 2025.

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration

Not applicable, there was no employee as on March 31, 2025.

f) Salary details along with the variable component and other benefits of the remuneration being paid to directors are detailed below:

(Amount in '')
Name of the Director*	Salary, Allowances & Perquisites	Performance Incentives	Retiral Benefits	Service Contract (As Whole Time Director)
				Tenure	Notice Period
Mr. Chandrasekar Ramaswamy (Remuneration up to May 31, 2024)	8,52,250	6,33,600	3,600	3 years w.e.f. January 11, 2025	3 Months
*None of the other Directors was paid any remuneration, except sitting fees and the fees paid for services rendered in the professional capacity.

g) Remuneration has been paid to Directors and KMPs as per Board Governance Document / the Remuneration Policy of the Company.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link http://www.fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Board Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office and / or Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

RELATED PARTY TRANSACTIONS

Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in "Annexure IV" in Form AOC-2 as specified under the Companies Act, 2013.

All Related Party Transactions were placed before the Audit & Risk Management Committee for approval as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Prior omnibus approval of the Audit & Risk Management Committee was obtained for the transactions which were of foreseeable and repetitive nature. The transactions entered into pursuant to such omnibus approval so granted are audited and a statement giving details of all related party transactions was placed before the Audit & Risk Management Committee on a quarterly basis.

The Company has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same is available at the link: http://www. fortismalarhospital.com/investor-relations/investorcatdetails/ corporate-governance/policies-and-other-documents

None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company, except to the extent of sitting fees and the fees paid for services rendered in the professional capacity and remuneration approved by the Board of Directors and as disclosed in this Annual Report.

Your Company has complied with the disclosure requirement in compliance with the Accounting Standards on "Related Party Disclosures". Further, your Directors wish to draw attention of the members to note 24 in the notes to accounts in the standalone financial statement and to note 23 in the notes to accounts in the consolidated financial statement which sets out related party disclosures.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE AND DISCLOSURE ON ONE-TIME SETTLEMENT

As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (''IBC'') during the FY 2024-25. Further, the Company has not made any one-time settlement

RISK MANAGEMENT FRAMEWORK

The Company has designed a risk management framework for risk identification, assessment, mitigation plan development and monitoring of action to mitigate the risks. This framework enables the management to develop and sustain a risk-conscious culture, wherein, there is a high degree of organisation-wide awareness and understanding of external and internal risks associated with the business. The framework promotes risk ownership, accountability and continuous improvement to minimise adverse impact on achievement of business objectives and enhance the Company''s competitive advantage.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Your Company has adopted a policy for Prevention, Prohibition and Redressal of sexual harassment. During the financial year under review, no complaints were received under the said policy. Further there were no employees in the company as on March 31,2025 accordingly the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable.

DISCLOSURE REQUIREMENTS

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance Report with Auditors'' certificate thereon are attached, which forms part of this report. Further, pursuant to the provisions of Section 143(12) of the Companies Act 2013, neither the Statutory Auditors nor the Secretarial Auditors & Cost Auditors have reported any incident of Fraud to the Audit & Risk Management Committee or the board during the period under review.

CODE OF CONDUCT

Declaration by Mr. Chandrasekar Ramaswamy, Whole-time Director, confirming compliance with the ''Code of Conduct'' is enclosed with Corporate Governance Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greatest emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your Company is committed to adopting and adhering to the best Corporate Governance practices recognised globally. Your Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders at all times.

The report of Board of Directors of the Company on Corporate Governance is given in the section titled "Report on Corporate Governance" forming part of this Annual Report.

Certificate of M/s. Mukesh Agarwal & Co., Company Secretary in Whole-time Practice, regarding compliance with the Corporate Governance requirements as stipulated in Clause E, Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Corporate Governance Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards has been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for financial year ended March 31, 2025 and of the loss / profit of the Company for the said period;

c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government, State Governments and all other Government agencies for the assistance, co-operation and encouragement they have extended to the Company.

Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels. Your Directors also thank all the strategic partners, business associates, Banks,

financial institutions and our shareholders for their assistance, cooperation and encouragement to the Company during the year.

By the Order of the Board For Fortis Malar Hospitals Limited

Sd/-

Daljit Singh

Date: May 15, 2025 Chairman

Place: Gurugram DIN-00135414

Mar 31, 2024

Your Directors have pleasure in presenting their 33^rd Annual Report of Fortis Malar Hospitals Limited ("the Company") along with Audited Standalone and Consolidated Financial Statements and Auditors'' Report thereon for the Year ended March 31, 2024.

FINANCIAL RESULTS

The highlights of Consolidated Financial Performance of your Company are as follows:

('' in Lakhs)

Particulars	Consolidated
Particulars	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	5,900.88	8,595.08
Other Income	695.08	663.81
Total Income	6,595.96	9,258.89
Total Expenses	6,021.15	8,137.96
Profit before Finance Charges, Taxes, Depreciation & Amortisation (EBITDA)	574.81	1,120.93
Less: Finance Charges, Depreciation & Amortisation	1,366.47	1,821.72
Profit / (Loss) before exceptional item and tax	(791.66)	(700.79)
Exceptional items	5,792.63	-
Profit / (Loss) before tax	5,000.97	(700.79)
Less: Tax Expenses	468.49	847.32
Profit / (Loss) for the year	4,532.48	(1,548.11)
Other Comprehensive Income (Net of Taxes)	(2.77)	(47.80)
Total Comprehensive Income/(Loss) for the year	4,529.71	(1,595.91)

The highlights of Standalone financial Performance of your Company are as follows:

Particulars	Standalone
	Year ended March 31, 2024	Year ended March 31, 2023
Revenue from Operations	5,900.88	8,595.08
Other Income	887.42	655.78
Total Income	6,788.30	9,250.86
Total Expenses	6,019.88	8136.89
Profit before Finance Charges, Taxes, Depreciation & Amortisation (EBITDA)	768.42	1,113.97
Less: Finance Charges, Depreciation & Amortisation	1,366.47	1,821.72
Profit / (Loss) before exceptional item and tax	(598.05)	(707.75)
Exceptional items	5,792.63	-
Profit / (Loss) before tax	5,194.58	(707.75)
Less: Tax Expenses	466.90	(845.57)
Profit / (Loss) for the year	4,727.68	(1,553.32)
Other Comprehensive Income (Net of Taxes)	(2.77)	(47.94)
Total Comprehensive Income/(Loss) for the year	4,724.91	(1,601.26)

STATE OF COMPANY''S AFFAIR, OPERATING RESULTS AND PROFITS

Your Company achieved a consolidated total income of '' 65.96 Crores during the current year as against '' 92.59 Crores in the corresponding financial year ended March 31, 2023. EBITDA for the year stood at '' 5.75 Crores compared to '' 11.21 Crores for the previous corresponding year. The Profit / (Loss) after exceptional item and before tax for the period stood at '' 50.01 Crores as against '' (7.01) Crores during the corresponding year. Profit/ (Loss) for the year stood at '' 45.32 Crores in the current financial year compared to '' (15.48) Crores in the previous year.

Regarding the key performance indicators, the Company''s average revenue per occupied bed (ARPOB) for the current year stood at '' 183 Lakhs (for 10 months) as against '' 165 Lakhs (for 12 months) in the previous year. The average length of stay (ALOS) was at 3.42 days (for 10 months) in Financial Year 2023-24 compared to 3.85 (for 12 months) days in Financial Year 2022-23. Occupancy of the hospital during the year was at 29% (for 10 months) as compared to 38% (for 12 months) in the previous year.

SIGNIFICANT MATTERS DURING THE YEAR UNDER REVIEW OPEN OFFER

Pursuant to execution of Share Subscription Agreement dated July 13, 2018 ("SSA"), Northern TK Venture Pte Limited ("NTK" or the "Acquirer"), a wholly owned subsidiary of IHH Healthcare Berhard ("IHH"), subscribed to 23,52,94,117 new equity shares of Fortis Healthcare Limited ("FHL") with a face value of '' 10 each ("Subscription Shares"), constituting approximately 31.1% of the total voting equity share capital of FHL on a fully diluted basis ("Expanded Voting Share Capital") for a total consideration of '' 4,000 Crores and FHL issued and allotted Subscription Shares by way of preferential allotment in accordance with the terms of SSA ("Subscription"). As a consequence of Subscription, the Acquirer together with IHH and Parkway Pantai Limited ("PPL"), collectively made a mandatory open offer, by filing a public announcement dated July 13, 2018 to carry out the following:

A. A mandatory open offer for acquisition of up to 19,70,25,660 equity shares of face value of '' 10 each in FHL, representing additional 26% the Expanded Voting Share Capital of FHL, at a price of not less than '' 170 per share ("Fortis Open Offer") or such higher price as required under the Securities and Exchange Board of India ("SEBI") (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 ("SEBI (SAST) Regulations"); and

B. In light of the acquisition of the controlling stake of FHL, a mandatory open offer for acquisition of up to 48,94,308 fully paid up equity shares of face value of '' 10 each in Fortis Malar Hospitals Limited ("Malar"), representing 26% of the paid-up equity shares of Malar at a price of '' 60.10 per share ("Malar Open Offer"). Malar Open Offer is subject to the completion of the Fortis Open Offer. On April 12, 2024, Malar has declared interim dividend of '' 40 per equity share to its shareholders. Pursuant to such declaration and in terms of Regulation 8(9) of the SEBI (SAST) Regulations, Acquirer and Persons Acting in Concert ("PACs") have decided to adjust Malar Open Offer price from '' 60.10 per equity share to '' 20.10 per equity share.

Thereafter the Hon''ble Supreme Court of India had on December 14, 2018, passed an order ("Status Quo Order") directing "status quo with regard to sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained". In light of the Status Quo Order, Fortis Open Offer and Fortis Malar Open Offer were put on hold until further order(s)/ clarification(s)/ direction(s) issued by the Hon''ble Supreme Court of India. Vide its order dated November 15, 2019, the Hon''ble Supreme Court had issued suo-moto contempt notice to, among others, FHL and directed its Registry to register a contempt petition regarding alleged violation of the Status Quo Order ("Contempt Petition").

In the Judgement, Hon''ble Supreme Court has passed certain directions, inter-alia, that the Hon''ble High Court of Delhi may consider issuing appropriate process and appointing forensic auditor(s) to analyse the transactions entered into between FHL and RHT and other related transactions. The stated position of FHL is that these transactions were done in compliance with applicable laws, post requisite corporate and regulatory approvals and necessary disclosures/ announcements. Currently, it is vehemently opposing the application filed by Decree Holder before the Hon''ble High Court for appointment of forensic auditor.

The Fortis Malar Hospital situated at Gandhi Nagar, Adyar Chennai ("Fortis Malar Hospital"), had been facing certain legacy issues. Over the past few years, with continuous efforts, several of these issues were resolved. However, some of the legacy compliance issues continued to persist, giving rise to certain challenges and constraining further investments into renovating the facility which were essential to run the hospital optimally thus resulting in a deteriorating business performance. The Board of Directors evaluated the available options and concluded that the aforesaid issues accentuated the need for the Company to undertake divestment of its hospital business operations pertaining to Fortis Malar Hospital. It was further concluded that such divestment was in keeping with the strategy of Fortis Healthcare Limited (as the largest and majority shareholder of the Company) which had approved a policy on selected portfolio rationalisation to focus on selected geographic clusters where the parent company had a sizable presence.

â¢ Accordingly, the divestment of the hospital business was considered the most prudent option after considering all options.This was only decided after the Board of Directors, had evaluated all potential options. In doing so, the Board in discharge of their fiduciary duties had undertaken due care and diligence, prior to arriving at its decision in respect of the divestment of the Company''s business operations pertaining to the Fortis Malar Hospital. Further, the Board of Directors appointed financial advisors and legal advisors for the purposes of the transaction with a view to devise a composite divestment plan (including the related land and building assets of the Fortis Malar Hospital), and to complete the transaction in accordance with applicable law and by following due process.

Against this backdrop, during the year under review, the Board of Directors of the Company decided to divest business operations pertaining to Fortis Malar Hospital to MGM Healthcare Private Limited ("MGM"), a prominent healthcare delivery service provider, for a sale consideration of '' 45.72 Crores (including Positive Net Current Asset adjustment of '' 0.22 Crores). MGM was selected as the acquirer pursuant to a bid process undertaken by the Company for the purposes of the divestment transaction. The Company and MGM entered into a business transfer agreement for the purposes of the divestment transaction on November 24, 2023. As part of this composite transaction, the remaining business operations related to

the Fortis Malar Hospital (including the land and building) and the adjacent land parcels were also divested by two wholly owned subsidiaries of Fortis Healthcare Limited, viz. Fortis Health Management Limited and Hospitalia Eastern Private Limited to MGM - and accordingly the Fortis Malar Hospital stands fully divested in favour of MGM. The shareholders of the Company also accorded their approval for this transaction on January 4, 2024.

â¢ The transaction was consummated on February 1, 2024 and the sale proceeds, as per the terms and conditions of the business transfer agreement entered with MGM, have been realized by the Company. Pursuant to the consummation of the transaction, the entire business operations of the Company pertaining to Fortis Malar Hospital (including manpower, assets and liabilities related to the business) were transferred to MGM effective February 1, 2024.

â¢ Post the divestment, the Company continues to exist as a listed entity but has ceased to have any business operations. The Board of the Company, in discharge of its fiduciary duty and in furtherance of its assurance to its shareholders that available surplus funds of FMHL (post the divestment) would be distributed in the most optimal and efficient manner, had approved the distribution of an interim dividend of '' 40 per share on April 12, 2024.

> Furthermore, post the transaction closure and the distribution of interim dividend, there remained a further available surplus for distribution as dividend. The Board in its meeting held on May 17, 2024, declared a final dividend of '' 2.5 per share subject to shareholders'' approval in the AGM to be held on July 31, 2024. This would take the total dividend to '' 42.5 per share during the period.

Post the distribution of such final dividend (subject to shareholders'' approval), the remaining cash and cash equivalents would be used for the purposes of meeting the Company''s general liquidity and to pay for undertaking legal/regulatory compliances in respect of the Company, including addressing any third-party claims and potential liabilities.

â¢ I t is also important to note that as per applicable law, the pending open offer by IHH Healthcare Berhad (parent company of Northern TK Venture Pte. Limited, which is the promoter of Fortis Healthcare Limited), to the Company''s shareholders which was at '' 60.1 per share

stands reduced to '' 20.1 per share. This was also duly disclosed in the stock exchange disclosure dated April 18, 2024 by the Company.

â¢ The Board of Directors of the Company is continuously monitoring the disposal of pending medico legal, tax and civil cases and the functioning of the Company in due compliance with the applicable law. Having undertaken distributions to shareholders to the maximum extent feasible, and having accounted for the Company''s general liquidity, payments for legal/regulatory compliances and potential liabilities - the Board of Directors will continuously evaluate legally permissible mechanisms with a view to ensure that the Company''s and its subsidiary''s future course is in the best interests of all stakeholders involved, in line with the highest standards of corporate governance, while taking into account relevant considerations including inter alia the ongoing open offer in respect of the Company.

â¢ Upon recommendation of final dividend on May 17, 2024 by the Board, the Company had exhausted its free reserves for the purposes of distribution to the shareholders. For the purposes of meeting its ongoing expenses in relation to the running of the Company as well as for other contingencies, indemnification obligations (if any) that may arise vis-a-vis MGM, the balance cash and cash equivalent with the Company as on the date of declaration of final dividend is approx. '' 31 Crores.

DIVIDEND AND TRANSFER TO RESERVES

During the financial year, the Company has not transferred any amount to General Reserves.

In view of the above the Board has declared & paid an interim dividend of '' 40 per share on the fully paid up 1,87,41,759 equity shares amounting to '' 74,96,70,360 (Rupees Seventy Four Crores Ninety Six Lacs Seventy Thousand Three Hundred and Sixty Only) in the meeting of Board of Directors held on April 12, 2024 (adjourned from April 8, 2024).

Further, the Board in its meeting held on May 17, 2024 has also recommended a final dividend of '' 2.50 per share on the fully paid up 1,87,41,759 equity shares amounting to '' 4,68,54,397.50 (Rupees Four Crore Sixty Eight Lacs Fifty Four Thousand Three Hundred Ninety Seven and Fifty Paise) subject to the approval of the shareholders in the ensuing AGM and if approved, the same shall be paid within stipulated timelines.

Thereafter, upon the payment of this final dividend, the Company would exhaust its free reserves for the purposes of distribution to the shareholders and shall be utilizing the remaining funds to meet its ongoing expenses in relation to the running of the Company as well as for contingencies, if any.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of FY 2023-24 and date of this report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

DETAILS OF SUBSIDIARY

During the year under review, your Company has only one subsidiary Company i.e. Malar Stars Medicare Limited. Main object of the said wholly-owned subsidiary Company includes setting up, managing / administering hospital(s) and to provide Medicare and Healthcare services.

The Board of Directors has adopted a policy for determining "material subsidiary" pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available at https://fortismalarhospital. com/investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents

Basis the Consolidated Audited Financial Statements of the Company for FY 2023-24, your Company has no "material subsidiary" in terms of the said policy and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY

Consolidated financial statements of your Company and its subsidiary, prepared in accordance with applicable Indian Accounting Standards as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013, forms part of the Annual Report. In terms of Section 136 of the Companies Act, 2013, financial statements of the subsidiary Company will be provided to any shareholder of the Company who asks for it and said financial statements will also be kept open for inspection at the registered office of the Company and that of subsidiary. Performance and financial position along with contribution of the subsidiary to the overall performance of your Company which also included in the Consolidated Financial Statements of the Company is enclosed herewith as "Annexure-I" in the prescribed format in Form AOC-1.

LOANS / ADVANCES / INVESTMENTS / GUARANTEES

Particulars of loans / advances / investments / guarantees given and outstanding during FY 2023-24 are mentioned in notes to financial statements.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

AUDITORS

1. STATUTORY AUDITORS

The Board of Directors, considering the size and requirement of the Company, approved the appointment of M/s B S R & Co. LLP, Chartered Accountants (Registration No. 101248W/W-100022), upon recommendations of Audit and Risk Management Committee, for a period of five years to conduct statutory audit of the Company for the Financial Years commencing from April 01, 2019 to March 31, 2024. The said appointment was approved by the shareholders at their 28th Annual General Meeting, accordingly they hold the office of statutory auditor from 28th Annual General Meeting until the conclusion of 33rd Annual General Meeting to be held in year 2024.

Further, the Board of Directors has recommended the re-appointment of M/s. B S R & Co. LLP, Chartered

Accountants, who shall hold office of the Statutory Auditors from the conclusion of Thirty Third (33rd) Annual General Meeting until the conclusion of Thirty Seventh (37th) Annual General Meeting to be held in the year 2028 and shall conduct the Statutory Audit for the financial years commencing from April 1, 2024 to March 31, 2028 at such remuneration plus out of pocket expenses and applicable taxes and other terms and conditions as may be mutually agreed with the Statutory Auditors.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark. However, Emphasis of matter is drawn to Note 2 (b) to the standalone financial statements which explains that consequent to sale of business operations through a slump sale transaction, the Company ceases to have any business operations. While there is no visibility of commencing any new business operations in the future, the Company''s management and Board of Directors is currently evaluating various corporate restructuring options for the future possible course of actions for the Company. However, the Company believes that it has sufficient cash and cash equivalent to settle its obligations as and when they fall due, and it believes that it would be able to meet its financial requirements for the foreseeable future based on the current cash position and projected cash flows. Accordingly, these standalone financial statements have been prepared on a going concern basis.

2. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant rules made thereunder or any amendments thereof, the Company is required to maintain cost records and accordingly such accounts and records are made and maintained by the Company in respect of its hospital activity and the same is also required to be audited. Your Board had, upon the recommendation of the Audit & Risk Management Committee, appointed M/s Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of the Company for FY 2023-24 at a remuneration up to '' 75,000 (Rupees Seventy Five Thousand) plus taxes and out-of-pocket expenses. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general

meeting for ratification. Accordingly, a resolution seeking member''s ratification for the remuneration payable to M/s Jitender, Navneet & Co., Cost Auditors is included in Notice convening ensuing Annual General Meeting.

3. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Mukesh Agarwal & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied with the provisions of SS-1 i.e. Secretarial Standard on meetings of Board of Directors and SS-2 i.e. Secretarial Standard on General Meetings. The Report of the Secretarial Auditor for the FY 2023-24 does not contain any qualification, reservation or adverse remark and it is annexed herewith as "Annexure-II".

4. INTERNAL AUDITORS

Consequent to the resignation of Mr Rajiv Puri from the position of Chief Internal Audit and Risk Officer of the Company w.e.f. August 31, 2023. and upon the recommendation of the Audit & Risk Management Committee, the Board of Directors of the Company has appointed Mr Sanjay Baweja as Chief Internal Audit and Risk Officer of the Company w.e.f. May 17, 2024 and authorized him to engage independent firms for conducting the internal audit of the Company.

For FY 2023-24, Internal Audit(s) were performed in accordance with the Internal Audit plan approved by the Audit & Risk Management Committee. Taking cognizance of the disinvestment made by the Company with effective date of February 01,2024, Internal Audit of the Company is realigned for carrying out an annual Internal Audit of the entity with the objective of evaluating internal controls over financial reporting and other residual transactions.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During FY 2023-24, there was no significant material order passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

During FY 2023-24 the Company has transferred its business operations to the MGM Healthcare Private Limited. Consequent to the sale of business operation, the Company ceases to have business operations.

STOCK OPTIONS AND CAPITAL STRUCTURE

During the year under review, the Company has not granted any options under "Malar Employees Stock Option Plan, 2008" ("ESOP Scheme").

As on March 31, 2024 Company does not have any outstanding stock options as the same has already been unexercised and thereafter, lapsed in earlier financial years.

Pursuant to the provisions of the SEBI (SBEBS) Regulations, the details of stock options as on March 31, 2024 under the "Malar Employees Stock Option Plan 2008" is available at the website of the Company at https://fortismalarhospital.com/investor-relations/ investorcatdetails/agm-documents.

The certificate from the Secretarial Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI (SBEBS) Regulations would be placed at the Annual General Meeting for inspection by members. The details pertaining to shares in suspense account are specified in the report of Corporate Governance forming part of the Board ''Report.

The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company.

During the FY 2023-24, there was no change in capital structure of the Company.

ANNUAL RETURN

The Annual Return of the Company in Form MGT- 7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at Investor Relations - Fortismalarhospital.com

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

CORPORATE SOCIAL RESPONSIBILITY

The policy as approved by the Board is available on the Company''s website at https://fortismalarhospital.com/investor-relations/investorcatdetails/corporate-governance/policies-and-other-documents.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr Daljit Singh, Director is liable to retire by rotation at the ensuing Annual General Meeting and has offered himself for re-appointment. On the recommendation from Nomination & Remuneration Committee, the Board has recommended his reappointment as a director liable to retire by rotation. As required under Regulation 36 of Listing Regulations and Secretarial Standard information or details of Mr Daljit Singh are provided in the Notice convening the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Agreement and Disclosure Requirements) Regulations, 2015. Further, no director of the Company was disqualified to become/continue as Director of the Company, in terms of the provisions of the Companies Act, 2013 and the rules made thereunder.

Mr Ravi Rajagopal was appointed as Independent Directors on the Board of the Company w.e.f. October 23, 2019 for a period of 5 years, pursuant to the approval of the members by postal ballot on June 13, 2020, in accordance with the provisions of Section 149, 150, 152 read with schedule IV and other applicable provisions of the Companies Act, 2013 ("the

Act") and the Companies (Appointment and Qualification of Directors) Rules, 2014 and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). He holds office as Independent Director of the Company up to October 22, 2024 ("first term" in line with the explanation to Sections 149(10) and 149(11) of the Act).

Accordingly, the Board, based on the performance evaluation of Mr Ravi Rajagopal and as per the recommendation of the Nomination & Remuneration Committee, considering that, given his background, experience and contributions made by him during his first tenure, the continued association of Mr Ravi Rajagopal, would be beneficial to the Company and it is desirable to continue to avail his services as Independent Directors. Therefore, the Board of Directors in its meeting held on May 17, 2024 considered & recommended the reappointment of Mr Ravi Rajagopal as Independent Director for a second term of 5 consecutive years, not liable to retire by rotation, with effect from October 23, 2024 upto and including October 22, 2029, which is forming part of the Notice of this AGM.

It is hereby informed that the members of the Company in terms of the provisions of Section 196, 203, Schedule V and other applicable provisions of the Companies Act, 2013 read with the rules made thereunder (the Act) and Listing Regulations had appointed Mr. Chandrasekar R. as Whole-time Director of the Company w.e.f. January 11,2022 for a period of 3 consecutive years. Accordingly, his tenure as Whole-time Director will expire w.e.f. January 10, 2025.

Accordingly, Board of Directors of the Company, based on recommendation of Nomination & Remuneration Committee and subject to the approval of shareholders of the Company has appointed and recommended the appointment of Mr Chandrasekar Ramaswamy (DIN: 09414564) as "Wholetime Director" of the Company for a period of three (3) years with effect from January 11,2025, on the terms and conditions as set in the Notice of this AGM.

Further, after the closure of FY 2023-24 Mr Ramesh L. Adige was appointed as additional director designated as "NonExecutive Non-Independent Director" of the Company for a period of one (1) year w.e.f May 6, 2024 upto May 5, 2025 whose regularization at the ensuing AGM shall be forming part of the notice thereof for shareholders'' approval.

interaction with others, competency to bring knowledge and experience, Quality and Value contribution, resolute in holding views and communication, etc., was circulated to the Board for the evaluation purpose of respective directors.

Accordingly, the Board members submitted their response for evaluating the entire Board, respective committees of which they are members and of their peer Board members, including Chairman of the Board.

Thereafter, the same was duly placed before the Board of Directors for noting.

MANAGERIAL REMUNERATION

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under: -

a) Comparison and ratio of the remuneration of each director to the median remuneration of the employees of the Company for FY 2023-24

Name of the	Remuneration	Median	Ratio
Director	of Director	Remuneration
		of employees
Mr Chandrasekar Ramaswamy	47,32,896	4,30,965	10.98:1

There is no inter-se relationship between the Board Members.

During the year under review, Mr Sandeep Singh has resigned as the Company Secretary & Compliance Officer of the Company w.e.f. February 29, 2024. Post closure of the Financial year under review the Board has appointed Ms Srishty as Company Secretary & Compliance Officer of the Company w.e.f. May 17, 2024.

During the year under review, 10 (Ten) meetings were held by the Board of Directors. Details of Board/ Committee meetings held and attendance of Directors are provided in the Corporate Governance Report forming part of the Annual Report.

Disclosures regarding the following are also mentioned in report on Corporate Governance:

1. Composition of committee(s) of the Board of Directors and other details;

2. Details of establishment of Vigil Mechanism;

3. Details of remuneration paid to all the directors including stock options; and

4. Commission received by Whole-time Director, if any. BOARD EVALUATION

In view of the aforementioned provisions, a well structured questionnaire, covering various aspects of the functioning of the board and its committees, adequacy of the constitution and composition of the Board and its committees, matters addressed in the Board, processes followed at the meeting, frequency of meetings of the Board and its committees, long-range strategic thinking and planning etc., is in place.

Likewise, for evaluation of each individual Director''s performance including the Independent Directors, a questionnaire covering various aspects like, Knowledge of key areas, effective

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review

Name of Director / KMP	Designation	% increase in Remuneration
Mr Chandrasekar	Whole Time	6.95%
Ramaswamy	Director
Mr Yogendra	Chief Financial	NA
Kumar Kabra	Officer
Mr Sandeep	Company	NA
Singh*	Secretary & Compliance Officer

c) The percentage increase in the median remuneration of employees in FY 2023-24 is 8.13% (15.2% in the last year).

d) The number of permanent employees on the rolls of Company is 1 as on March 31, 2024.

Particulars	FY 2023-24
(A) Average percentile increases already made in the salaries of employees other than the managerial personnel	9.37%
(B) Percentile increases in the managerial remuneration	6.95%
Comparison of (A) and (B)	1.35 : 1
Justification
Any exceptional circumstances for increase in the managerial remuneration	NA

f) Salary details along with the variable component and other benefits of the remuneration being paid to directors are detailed below:

Name of the Director*

Salary,

Allowances

Performance

Incentives

Retiral

Benefits

Service Contract (As Whole Time Director)

& Perquisites

Tenure

Notice Period

Mr Chandrasekar Ramaswamy

41,32,896

6,00,000

21,600

3 years w.e.f. January 11,2022

3 Months

* None of the other Directors was paid any remuneration, except sitting fees and the fees paid for services rendered in the professional capacity.

g) Remuneration has been paid to Directors and KMPs as per Board Governance Document / the Remuneration Policy of the Company:

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at https://fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents.

PARTICULARS OF EMPLOYEES

which is available for inspection by the Members at the Registered Office and / or Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

RELATED PARTY TRANSACTIONS

Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in "Annexure-V" in Form AOC-2 as specified under the Companies Act, 2013.

The Company has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same is available at https://fortismalarhospital.com/ investor-relations/investorcatdetails/corporate-governance/ policies-and-other-documents.

RISK MANAGEMENT FRAMEWORK

The Company has designed a risk management framework for risk identification, assessment, mitigation plan development and monitoring of action to mitigate the risks. This framework enables the management to develop and sustain a risk-conscious culture, wherein, there is a high degree of organisation-wide awareness and understanding of external and internal risks associated with the business. The framework promotes risk ownership, accountability, self-assessment and continuous improvement to minimize adverse impact on achievement of business objectives and enhance the Company''s competitive advantage. The details thereof are covered under the Management and Discussion Analysis Report which forms part of the Annual Report.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Your Company has adopted a policy for Prevention, Prohibition and Redressal of sexual harassment. We have not received any complaint during the FY under review relating to sexual harassment hence there was no complaint pending as on March 31, 2024. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The same may also be read in terms of Companies (Accounts) Rules, 2014.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

CODE OF CONDUCT

Declaration by Mr Chandrasekar Ramaswamy, Whole-time Director, confirming compliance with the ''Code of Conduct'' is enclosed with Corporate Governance Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greatest emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your Company is committed to adopting and adhering to the best Corporate Governance practices recognized globally. Your Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders at all times.

The report of Board of Directors of the Company on Corporate Governance is given in the section titled "Report on Corporate Governance" forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards has been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for financial year ended March 31, 2024 and of the loss/ profit of the Company for the said period;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued co- operation, patronage and trust reposed in the Company.

Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company. Your Directors also thank all the strategic partners, business associates, Banks, financial institutions and our shareholders for their assistance, co-operation and encouragement to the Company during the year.

By the Order of the Board For Fortis Malar Hospitals Limited

Daljit Singh

Date: May 17, 2024 Chairman

Place: Gurugram DIN : 00135414

Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting here the Twenty Seventh Annual Report of your Company along with the Audited Standalone and Consolidated Financial Accounts and the Auditorsâ Report thereon for the Year ended March 31, 2018.

FINANCIAL RESULTS

The highlights of Consolidated and Standalone Financial Results of your Company are as follows:

(Rs. In Lacs)

	Consolidated
Particulars	Year ended March 31, 2018	Year ended March 31, 2017
Continuing Operations
Operating Income	14,919.27	14,055.99
Other Income	844.18	796.95
Total Income	15,763.45	14,852.94
Total Expenditure	14,744.43	13,966.17
Operating Profit	1,019.02	886.77
Less: Finance Charges, Depreciation & Amortization	459.88	439.90
Profit / (Loss) before exceptional items and tax	559.14	446.87
Exceptional items	-	-
Profit / (Loss) before tax	559.14	446.87
Less: Tax Expenses	226.96	135.43
Net Profit for the year	332.18	311.44
Other Comprehensive Income (Net of Taxes)	12.69	(24.41)
Total Comprehensive Income for the year	344.87	287.03
Profits/ (Loss) attributable to minority interest	-	-
Share in profits of associate companies	-	-
Profit/ (Loss) for the year from continuing operations (A)	344.87	287.03
Discontinuing Operations
Profit/ (Loss) before tax from discontinuing operations	-	-
Tax expense of discontinuing operations	-	-
Profit/ (Loss) after tax and before minority interest from discontinuing operations	-	-
Share in profits/ (loss) of associate companies	-	-
Profits/ (loss) attributable to minority interest	-	-
Profit for the year from discontinuing operations (B)	-	-
Profit for the year (A B)	344.87	287.03

(Rs. In Lacs)

Particulars	Standalone
Particulars	Year ended March 31, 2018	Year ended March 31, 2017
Operating Income	14,919.27	14,055.99
Other Income	818.46	756.26
Total Income	15,737.73	14,812.25
Total Expenditure	14,746.86	13,968.52
Operating Profit	990.87	843.73
Less: Finance Charges and Depreciation	459.88	439.90
Profit/ (loss) before exceptional items and tax	530.99	403.83
Exceptional items	-	-
Profit/ (loss) before tax	530.99	403.83
Less: Tax Expenses	216.87	121.80
Net Profit for the year	314.12	282.03
Other Comprehensive Income (Net of Taxes)	12.30	(24.04)
Total Comprehensive Income for the year	326.42	257.99

STATE OF COMPANYâS AFFAIR, OPERATING RESULTS AND PROFITS

Fortis Malar Hospital (formerly known as Malar Hospital) was acquired by Fortis Group in early 2008. The hospital founded in 1989, is established as one of the largest corporate hospitals in Chennai providing quality super specialty and multi-specialty healthcare services. Fortis Malar Hospitals, with 180 beds, focuses on providing comprehensive medical care in the areas of Cardiology and Cardiac Surgery, Neuro Surgery, Gynecology, Orthopedics, Gastroenterology, Neurology, Pediatrics, Diabetics, Nephrology and Internal Medicine.

Fortis Malar Hospital has a state of the art Cath Lab and multiple dedicated cardiac operation theatres and intensive coronary care units. Several rare and complex Adult and Pediatric, Cardiac surgeries, Orthopedic and Joint replacements, Neurosurgeries and Plastic reconstruction surgeries have been performed at this hospital. The hospitalâs Obstetrics and Gynecology services are among the busiest in the city, successfully performing many complicated deliveries and surgeries. They are supported by a dedicated Neonatology unit.

Fortis Malar has been doing exceptional clinical work and has achieved the unique distinction of completing around 250 Heart / Lung transplants, reinforcing its position as a world class super specialty tertiary care centre. Additionally, it has made a mark for itself by performing complex and high end surgeries particularly in Cardiology, Neurology, Mother and Child Care, among others. We are delighted with the great work being done by our team of doctors, nurses, paramedics and other staff members and are confident that we will continue to deliver world class clinical programs, with consistently superior results in the future, as well.

OPERATIONAL AND FINANCIAL PERFORMANCE

During the Financial Year 2017-18, your Company achieved a consolidated income from operations of Rs.149.19 Cr against Rs.140.56 Cr during the last Financial Year ended March 31, 2017, representing a growth of 6% over the previous year. Consolidated Operating EBITDA for the year stood at Rs.1.75 Cr compared to Rs. 0.90 Cr in the previous year. Profit before exceptional item and tax stood at Rs.5.59 Cr compared to Rs.4.47 Cr in the corresponding period. Consolidated net profit for the year was Rs.3.32 Cr compared to Rs.3.11 Cr in the previous year.

Regarding the key performance indicators, the Companyâs average revenue per occupied bed (ARPOB) improved significantly during the current year to '' 173 lacs from '' 155 lacs in the previous year. The average length of stay (ALOS) stood at 4.00 days in Financial Year 2018 compared to 3.39 days in Financial Year 2017. Occupancy of the hospital during the year was at 58% compared to 61% of the previous year. There has been no change in the nature of business of the Company during the year under review.

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors of your Company has not recommended any dividend for the FY 2017-18. Accordingly, there has been no transfer to General Reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2017-18 AND THE DATE OF THE REPORT

The Board of Directors of your Company at its meeting on August 19, 2016 approved a composite scheme of arrangement and amalgamation between your Company, Fortis Healthcare Limited (âFHLâ), SRL Limited (âSRLâ) and their respective shareholders and creditors (âSchemeâ) for (i) the transfer of the undertaking, business and operations of your Company including assets and liabilities pertaining to the hospital business, as identified in the Scheme (âTransferred Undertakingâ), as a going concern, by way of slump sale, from your Company to FHL, in lieu of payment of a lumpsum consideration by FHL to your Company (âBusiness Transferâ); (ii) the transfer by way of a demerger of the undertakings, business, activities and operations of FHL, pertaining exclusively to the diagnostics business of FHL as identified in the Scheme (âDemerged Undertakingâ) to your Company, and consequent issue of equity shares by your Company to shareholders of FHL (âDemergerâ); (iii) the amalgamation of all the undertakings and entire business of SRL with your Company and dissolution of SRL without winding up; the consequent issue of equity shares by your Company to the shareholders of SRL and the cancellation of equity shares of SRL held by your Company (âAmalgamationâ) and various other matters consequential or otherwise integrally connected therewith, including the reduction of the securities premium account of FHL and the reorganization of the share capital of your Company pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (âActâ) (corresponding to Sections 391-394 of the Companies Act, 1956 read with Section 52 and Section 66 of the Act (corresponding to Sections 100 to 103 of the Companies Act, 1956), Section 2(1B) of the Income Tax Act, 1961, and any other applicable provisions of the Act or Companies Act, 1956.

The Scheme also received the approval of the Competition Commission of India on October 14, 2016. The BSE Limited conveyed its no adverse observations/no objections to the Scheme vide letter dated November 11, 2016. Subsequently, the Scheme had also been approved by the creditors and equity shareholders of your Company on April 26, 2017 and April 27, 2017 respectively. The Board of Directors of your Company on December 14, 2017 approved the extension of the long stop date of December 31, 2017 set out in Clause 61 of the Scheme to June 30, 2018.

The Board of Directors of your Company on June 13, 2018 approved withdrawal of the Scheme due to reasons beyond the Companyâs control, the process had already taken over 18 months. Due to the inordinate delay in the approval of the composite scheme of demerger and less than optimum performance of diagnostics business during the period of delay, it was not suitable for the Companyâs shareholders to continue with this scheme as the valuation ascribed earlier to diagnostics business not appropriate now. Also, the Company is a strong independent listed company and can continue to operate through a single hospital business model. Further, National Company Law Tribunal, Chandigarh, vide its order dated June 15, 2018 approved the scheme as withdrawn.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed.

DETAILS OF SUBSIDIARY

During the year under review, the Company has only one subsidiary Company i.e. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include setting up, managing / administering hospital(s) and to provide Medicare and Healthcare services.

Further note that the Board of Directors has adopted a policy for determining âmaterial subsidiaryâ pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available at http://www.fortismalar.com/wp-content/uploads/2017/11/Policy-on-Material-Subsidiary-Company.pdf. Basis the Consolidated Audited Annual Accounts of the Company for the Financial Year 2017-18, the Company has no âmaterial non-listed subsidiaryâ in terms SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY

The consolidated financial statements of the Company and its subsidiary, prepared in accordance with applicable Indian accounting standards, issued by the Institute of Chartered Accountants of India, forms part of the Annual Report. In terms of the Section 136 of the Companies Act, 2013, financial statements of the subsidiary company will be provided to any shareholder of the Company who asks for it and said annual accounts will also be kept open for inspection at the registered office of the Company and that of subsidiary. Performance and financial position of the subsidiary included in the Consolidated Financial Statements of the Company is mentioned below:-

LOANS/ADVANCES/INVESTMENTS/GUARANTEES

Particulars of Loans/Advances/Investments/Guarantees given & outstanding during the Financial Year 2017-18 are mentioned in notes to financial statements. Further, the loans have been given for meeting the working capital requirement and/or investments.

PUBLIC DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014.

AUDITORS

1. STATUTORY AUDITOR

M/s. Deloitte Haskins & Sells, LLP, Chartered Accountants, were appointed as Statutory Auditors of your Company w.e.f. September 23, 2015 for period of 5 years subject to ratification by members at every Annual General Meeting.

Though the Ministry of Corporate Affairs has vide Companies Amendment Act, 2017, (effective May 7, 2018) removed the requirement of placing the matter relating to ratification of appointment of statutory auditors by members at every annual general meeting, your Company as a matter of good governance, and based on the recommendations of the Audit and Risk Management Committee, proposes to ratify appointment of M/s Deloitte Haskins & Sells LLP Chartered Accountants, as the Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation or adverse remark.

2. COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with the relevant rules made thereunder or any amendments thereof, the Company is required to maintain cost records and accordingly such accounts and records are made and maintained by the Company in respect of its hospital activity and the same is required to be audited.Your Board had, on the recommendation of the Audit & Risk Management Committee, appointed M/s Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of the Company for the Financial Year 201718 at a remuneration of upto Rs.75,000 (Rupees Seventy Five Thousand) plus out of pocket expenses and taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s Jitender, Navneet & Co., Cost Auditors is included in Notice convening the Annual General Meeting.

3. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Mukesh Agarwal & Co., Practicing Company Secretary to undertake the Secretarial Audit of the Company. It is hereby confirmed that the Company has complied to the extent feasible with the provisions of SS-1 i.e. Secretarial Standard on meetings of Board of Directors and SS-2 i.e. Secretarial Standard on General Meetings. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Iâ.

The Secretarial Auditor in its report to the Board of Directors of the Company made the following comments:

1. The Company has created charges on fixed deposits and other deposits but didnât file CHG-1 in this regard. However, the process to file the same has been initiated by the Company.

2. The Company has appointed Mr. Meghraj Arvindrao Gore as Whole-time Director at Annual general meeting held on September 27, 2017 on a remuneration of Rs. 2 Crores by way of passing Ordinary resolution. However, Company needs to pass special resolution in this regard.

3. The Company has not filed MGT-14 for the Board Resolution dated January 23, 2018 related to appointment of Key Managerial Personnel. However, Company filed the same as on July 13, 2018.

Management Comments:

Please note that observation 1 and 3 are self-explanatory. However, for the observation no. 2, please note that the Company is in the process of passing the special resolution at the Annual General Meeting to be held on September 28, 2018 and ratifying the same.

4. INTERNAL AUDITOR

Upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has appointed Mr. Rajiv Puri, Head Risk and Internal Audit of the Holding Company as the Chief Internal Auditor of the Company and authorized him to engage independent firmsâ for conducting the internal audit for the Financial Year 2017-18. Accordingly, KPMG was engaged to perform Internal Audit for the Company.

During the period under review no fraud was reported by the above stated Auditors.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

During FY 17-18, there was no significant material order passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

STOCK OPTIONS AND CAPITAL STRUCTURE

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the ESOP Scheme of the Company in accordance with the applicable SEBI Guidelines. Each option when exercised would be converted into one fully paid up equity share of Rs.10 each of the Company.

The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company.

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2018 under the âMalar Employees Stock Option Plan 2008â are set out in the âAnnexure-IIâ to this Boardâ Report.

The certificate from the Statutory Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI Guidelines would be placed at the Annual General Meeting for inspection by members.

The details pertaining the shares in suspense account are specified in the report of Corporate Governance forming part of the Board Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return is annexed herewith as âAnnexure IIIâ.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange is given in âAnnexure IVâ, forming part of the Board Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company continues to follow a strong internal control program that aims at safeguarding funds, provides efficient and effective management of assets and ensures accurate financial reporting. For all critical activities of the company, Standard Operating Procedures are in place that ensure oversight in connection with authorizations and reconciliations, review of employee performance, security of assets, and segregation of duties. The Company has a dedicated independent team of internal auditors who review the entire operations of the company and submit their findings to the Audit and Risk Management Committee with suggestions for improvements on a quarterly basis. The Audit and Risk Management Committee takes note of the same and guides the management in the implementation of suggestions.

CORPORATE SOCIAL RESPONSIBILITY -JOURNEY THROUGH THE YEAR (2017-18)

As a responsible corporate citizen and a member of the Indian healthcare ecosystem, we at Fortis Malar strongly believe that we can meaningfully alleviate the problem of inequitable access to quality healthcare. By creating and supporting social sector programmes linked to health and well-being, we seek to leverage our skills, experience, capabilities, technologies and facilities to address a critical social need for the vulnerable sections of society. We have continuously enabled programmes and initiatives, based on rigorous needs assessment, leading to not just improvement in healthcare service delivery but also creating social awareness and change. We believe this is the best way to have the greatest impact, because our interventions are capable of transforming lives, building aware communities and protecting the environment.

The CSR initiatives for Fortis Malar Hospitals Limited are led through Fortis Charitable Foundation, its designated CSR vehicle. The work of the Foundation is supported and executed by two entities: The Fortis Charitable Foundation (FCF) - a Trust set up in 2005 and The Fortis Foundation (FF) - a Section 8 Company set up in 2013.

These entities work in a collaborative and inclusive manner not only to align and synergise the social enterprise work of the group companies but also to expand their circle of partnerships with Government, Non-Government Organisations (NGOs), other corporates and individuals.

Working through a dedicated team of employees and volunteers, their work focuses on three programmes that work towards:

- The health and well-being of the Mother and Child (AANCHAL)

- The provision of timely medical support in the event of a disaster and enabling Charitable Medical Infrastructure (SEWA)

- Creating and supporting open platforms for Healthcare Information (SAVERA)

Fortis Malar Hospitals Limited has chosen to support Savera program focusing on Awareness Publication Communication and continues to support SEWAâs disaster Initiative. In the coming years, it will include other special purpose vehicles [including Fortis CSR Foundation] for sustainability and scalability of the project to carry out CSR activities.

ABOUT SAVERA PROGRAM

SAVERA focuses on developing, collating and providing access to healthcare information. It leverages different channels of communication - childrenâs books, audio-visuals, posters, and social media to create awareness on nutrition, health and hygiene.

SAVERA seeks to provide a platform to initiate and share research to create awareness on critical health issues and work towards driving opinion & public policy around viable options.

SAVERA has created a credible knowledge repository of disease related information under an open platform for sharing. SAVERA focuses on:

- Anti-Tobacco Campaign

- First Aid & Basic Life Support Training

- E-communication portal for Health Information - www.gyankaari.com

- Pilot projects

Fortis Malar in FY 17-18 supported the following under the Savera Program

FIRST AID/BLS TRAINING

The First Aid /Basic Life Support Training program- Training to over 110 police personnel in Basic Trauma Life Support (BTLS) enabling them as a first responder to save lives in case of emergency situations. The key elements of the program are-Cardiopulmonary Resuscitation (CPR), Immobilisation and controlling bleeding.

HEALTH INFORMATION PUBLICATIONS

Over the past year, the awareness has been created on health, hygiene and nutrition by distributing over 3,51,500 illustrative books and pamphlets on preventive and remedial health information. The information has been distributed across 25 NonGovernment Organisations and 31 hospitals pan India.

PILOT PROJECTS

Two pilot projects were undertaken

1. Impact study on Counselling of pregnant & lactating women; and

2. Smoking Cessation Clinic to reduce the incidence of preventable diseases

ABOUT DISASTER INITIATIVE OF SEWA PROGRAM

India has been historically vulnerable to disasters with floods, cyclones, earthquakes and landslides being a recurrent phenomenon. In the event of a disaster, thousands of lives are affected, and livelihoods worth millions are destroyed. The urgent need in such situations is access to medical care.

SEWA is a Disaster Relief Initiative that aims to provide emergency medical relief services in an organised and time sensitive manner to people affected by disasters. SEWAâs core commitment is to support the governmentâs efforts in providing medical relief during a calamity.

Fortis Malar in FY 17-18 structured its volunteer base to provide medical relief services in times of disaster situations.

The details of particulars pursuant to Section 134(3)(o) of the Companies, Act, 2013 read with rule 9 of the Companies (CSR) Rules, 2014 is given in âAnnexure - Vâ, forming part of this report.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Daljit Singh, Non-Executive Non-Independent Director of the Board of Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee proposes his re-appointment to the shareholders of the Company.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Rahul Ranjan and Mr. Akshay Kumar Tiwari as an Additional Director (Non- Executive, Non-Independent) w.e.f. May 15, 2018.

Brief resume of directors seeking appointment and re-appointment along with other details as stipulated under Regulation 36 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, are provided in the Corporate Governance Report.

During the period under review, following are the changes in Key Managerial Personnel:

a) The Board of Directors of the Company in its meeting held on May 23, 2017 appointed Mr. Vijayasarathy Desikan as Chief Financial Officer with immediate effect.

b) The Board of Directors of the Company in its meeting held on May 23, 2017 appointed Ms. Trapti Kushwaha as Company Secretary and Compliance Officer of the Company with immediate effect. However, she resigned from the Company w.e.f September 7, 2017.

c) The Board of Directors of the Company in its meeting held on January 23, 2018 appointed Mr. Shashank Porwal as Company Secretary and Compliance Officer of the Company with immediate effect.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

There are no inter-se relationship between the Board Members.

During the year 2017-18, five meetings were held by the Board of Directors. The details of board/committee meetings and the attendance of Directors are provided in the Corporate Governance Report.

Disclosures regarding the following are also mentioned in report on Corporate Governance forming part of this report:

1. Composition of Committee(s) of the Board of Directors and other details;

2. Details of establishment of Vigil Mechanism;

3. Details of remuneration paid to all the Directors including Stock Options; and

4. Commission received by Managing Director and/or Whole Time Director, if any.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has carried out performance evaluation of its own performance, the Directors individually, Chairman as well as the evaluation of the working of its Committees viz. Audit and Risk Management Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The following process of evaluation was followed:

S. No.	Process	Remarks	Criteria for Evaluation (including Independent Directors)
1.	Individual Self- Assessment	Self-evaluation forms were shared and completed by the Directors and submitted to the process co-ordinators.	This includes Members Selection and Induction Process, Knowledge, skills, Diligence, participation, Leadership skills and Personnel attributes.
2.	One to One discussion	Process Coordinator, as recommended by Nomination and Remuneration Committee / Board of Directors, was authorized to interact with each Board member to assess performance, invite direct feedback and seek inputs to identify opportunities for improvement.	This includes Board focus (Strategic inputs), Board Meeting Management, Board Effectiveness Management Engagement and addressing of follow up requests.
3.	Evaluation by the Board, Nomination and Remuneration Committee and Independent Directors	A compilation of the individual selfassessments and one to one discussions were placed at the meetings of the Nomination and Remuneration Committee (NRC), the Independent Directorâs (IDâs) and the Board of Directors (BoD) held on May 15, 2018 for them to review collectively and include as additional feedback to the formal process completed in the meetings.	This includes demonstration of integrity, commitment, attendance at the meetings, contribution and participation, professionalism, contribution while developing Annual Operating Plans, demonstration of roles and responsibilities, review of high risk issues & grievance redressal mechanism, succession planning, working of Board Committees etc.

No.

Process

Remarks

Criteria for Evaluation (including Independent Directors)

Final recording and reporting

Based on the above, a final report on Board Evaluation 2017-18 was collated, presented and tabled at a meeting of the Board of Directors held on July 31, 2018.

MANAGERIAL REMUNERATION

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:-

a) Comparison and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2017-18

(Amount in Rs.)

Name of the Director¹	Remuneration of	Median Remuneration	Ratio
	Director	of employees
Mr. Meghraj Arvindrao Gore	10,883,112	270,000	1:40

* None of the other Directors was paid any remuneration, except sitting fees and the fees paid for services rendered in the professional capacity.

b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review

Name of Director/ KMP	Designation	% increase in
		Remuneration
Mr. Meghraj Arvindrao Gore	Whole Time Director	5%
Mr. Vijayasarathy Desikan	Chief Financial Officer	10 %

c) The percentage increase in the median remuneration of employees in the financial year 2017-18 is 8% (9.1% in the last year).

d) The number of permanent employees on the rolls of Company is 630 as on March 31, 2018.

Particulars		For the Financial Year 2017-18
(A)	Average percentile increase already made in the salaries of employees other than the managerial personnel	8%
(B)	Percentile increases in the managerial remuneration	8%
Comparison of (A) and (B)		0%
Justification		To retain skilled employees and to compete with market standard
Any exceptional circumstances for increase in the managerial remuneration		N/A

f) Salary details along with the variable component and other benefits of the remuneration being paid to directors are detailed below:

(Amount in Rs.)

Name of the Director*

Salary,

Allowances & Perquisites

Performance

Incentives

Retiral

Benefits

Service Contract

(As Whole Time Director)

Tenure

Notice Period

Mr. Meghraj Arvindrao Gore (Whole Time Director)

9,023,686

2,156,626

411,912

3 years w.e.f. October 01, 2016

3 Months

* None of the other Directors was paid any remuneration, expect sitting fees and the fees paid for services rendered in the professional capacity.

g) Remuneration has been paid to Directors and KMPs as per the Remuneration Policy of the Company;

h) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link http://www.fortismalar.com/wp-content/uploads/shareholdingpatterns/shareholdingpatterns 2015-2016/Policy-on-Compensation-Benefits.pdf.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013 the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ particulars which is available for inspection by the Members at the Registered Office and/or Corporate Office of the Company during business hours between 10.00 am to 12.00 noon on working days (Except Saturday) of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

RELATED PARTY TRANSACTIONS

There are a few materially significant Related Party Transactions made by the Company with other related parties. Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in âAnnexure VIâ in Form AOC 2 as specified under the Companies Act, 2013.

All Related Party Transactions are placed before the Audit and Risk Management Committee for approval as required under SEBI (LODR) Regulations 2015. Prior omnibus approval of the Audit and Risk Management Committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to such omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit and Risk Management Committee on a quarterly basis.

The Company has developed a Related Party Transactions Framework and Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website and the same is available at the link: www.fortismalar.com/wp-content/uploads/2018/06/ Related-Party-Transactions-Framework-Document.pdf.

RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy. The said policy is being implemented and monitored by the Audit & Risk Management Committee. The details thereof are covered under Management and Discussion Analysis Report which forms part of the Annual Report.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Your Company has adopted a Policy for Prevention, Prohibition and Redressal of sexual harassment. There were no complaints relating to sexual harassment received during the year under review. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greatest emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your Company is committed to adopting and adhering to the best Corporate Governance practices recognized globally. Your Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders at all times.

The report of Board of Directors of the Company on Corporate Governance is given in the section titled âReport on Corporate Governanceâ forming part of this Annual Report.

Certificate of M/s. Sanjay Grover & Associates, Company Secretary in Whole-time Practice, regarding compliance with the Corporate Governance requirements as stipulated in Clause F, Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed with the Corporate Governance Report.

CODE OF CONDUCT

Declaration by Mr. Meghraj Arvindrao Gore, Whole-time Director, confirming compliance with the âCode of Conductâ is enclosed with Corporate Governance Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards has been followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for financial year ended March 31, 2018 and of the profit of the Company for the said period;

d) the directors had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued co-operation, patronage and trust reposed in the Company.

By the Order of the Board

For Fortis Malar Hospitals Limited

Sd/-

Date: July 31, 2018 Daljit Singh

Place: Chennai Chairman

Mar 31, 2016

Dear Members,

The Directors have pleasure in presenting here the Twenty Fifth Annual Report of your Company along with the Audited Standalone and Consolidated Financial Accounts and the Auditorsâ Report thereon for the Year ended March 31, 2016.

FINANCIAL RESULTS

The highlights of Consolidated and Standalone Financial Results of your Company are as follows:

[in Rs. Lacs]

	Consolidated		Standalone
Particulars	Year ended March 31, 2016	Year ended March 31, 2015	Year ended March 31, 2016	Year ended March 31, 2015
Continuing Operations
Operating Income	12,961.35	11,792.57	12,961.35	11,792.57
Other Income	797.86	764.29	772.08	736.41
Exceptional items	-	-	-	-
Total Income	13,759.21	12,556.86	13,733.43	12,528.98
Total Expenditure	12,358.94	11,038.22	12,361.02	11,039.84
Operating Profit	1,400.27	1,518.64	1,372.41	1,489.14
Less: Finance Charges, Depreciation & Amortization	356.12	322.05	356.12	322.05
Profit before Exceptional items and tax	1,044.15	1,196.59	1,016.29	1,167.09
Exceptional items	51.15	-	51.15	-
Profit before tax	993.00	1,196.59	965.14	1,167.09
Less: Tax Expenses	352.03	410.41	343.42	401.14
Net Profit for the year	640.97	786.18	621.72	765.95
Profits/ (losses) attributable to Minority Interest	-	-	-	-
Share in the (Loss)/Profit of Associates	-	-	-	-
Profit for the year	640.97	786.18	621.72	765.95

STATE OF COMPANYâS AFFAIR, OPERATING RESULTS AND PROFITS

Fortis Malar Hospital was acquired by Fortis Group in early 2008. The hospital founded in 1989, is established as one of the largest corporate hospitals in Chennai providing quality super specialty and multi-specialty healthcare services. Fortis Malar Hospital, with 170 beds, focuses on providing comprehensive medical care in the areas of Cardiology and Cardiac Surgery, Neuro Surgery, Gynecology, Orthopedics, Gastroenterology, Neurology, Pediatrics, Diabetics, Nephrology and Internal Medicine.

Fortis Malar Hospital has a state of the art Cath Lab and multiple dedicated cardiac operation theatres and intensive coronary care units. Several rare and complex Adult and Pediatric Cardiac surgeries, Orthopedic and Joint replacements, Neurosurgeries and Plastic reconstruction surgeries have been performed at this hospital. The hospitalâs Obstetrics and Gynecology services are among the best in the city, successfully performing many complicated deliveries and surgeries. They are supported by a dedicated Neonatology unit.

The Company witnessed growth across all its major specialties. Your Company continued its focus on Quality Parameters, Patient Care and Patient Welfare services resulting in significant improvement in patient satisfaction levels.

Further, there are no significant material order passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations and there is no change in the nature of the Company. The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company.

Operational and Financial Performance

During the financial year 2015-16, your company achieved a consolidated income from operations of Rs 129.61 Cr against Rs 117.93 Cr during the last financial year ended March 31, 2015, representing a growth of 10%. Consolidated EBITDA for the year stood at Rs 6.02 Cr compared to Rs 7.54 Cr in the previous year. Profit before exceptional item and tax stood at Rs 10.44 Cr compared to Rs 11.97 Cr in the corresponding period. Consolidated Net profit for the year was Rs 6.41 Cr compared to Rs 7.86 Cr in previous year.

Regarding the key performance indicators, the Companyâs average revenue per occupied bed (ARPOB) improved significantly during the current year to Rs 127 lacs from Rs 118 lacs in the previous year. The average length of stay (ALOS) stood at 3.87 days in Financial Year 2016 compared to 3.82 days in Financial Year 2015. Occupancy of the hospital during the year was at 60%, similar to the previous year.

DIVIDEND AND TRANSFER TO RESERVES

Your Directors have recommended a dividend of Re. 0.50 (Fifty Paisa) per equity share (last year Re. 0.50 per equity share) for the financial year ended March 31, 2016. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on the date of book closure and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. No amount has been transferred to reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2015-16 AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2015-16 and the date of the report.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

DETAILS OF SUBSIDIARY

During the year under review, the Company had only one subsidiary Company viz. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include setting up, managing / administering hospital(s) and to provide Medicare and Health care services.

Further note that the Board of Directors has adopted a policy for determining âmaterial subsidiaryâ pursuant to Regulation 16(1)(c) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. The said policy is available at http://www.fortismalar.com/wp-content/uploads/shareholdingpatterns/shareholdingpatterns2015-2016/Policy_material_ subsidiary.pdf

Basis the Consolidated Audited Annual Accounts of the Company for the financial year 2015-16, the Company has no âmaterial non-listed subsidiaryâ in terms SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY

The consolidated financial statements of the Company and its subsidiary, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of the Annual Report. In terms of the Section 136 of the Companies Act, 2013, financial statements of the subsidiary company will be provided to any shareholder of the Company who asks for it and said annual accounts will also be kept open for inspection at the registered office of the Company and that of subsidiary. Performance and financial position of the subsidiary included in the Consolidated Financial Statements of the Company is mentioned below (Form AOC-1):-

[Amount in Rs.]

	Particulars	Year ended March 31, 2016
1.	Name of the subsidiary	MALAR STARS MEDICARE LIMITED
2.	Reporting period for the subsidiary concerned, if different from the holding companyâs reporting period	April 1, 2015 to March 31, 2016
3.	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.	N.A.
4.	Shares of the subsidiary company held on the above date and extent of holding	500,000
5.	Equity shares of Rs. 10/- each (50,000 equity shares of Rs. 10/- each fully paid)	500,000
	Reserves & Surplus	9,761,214
6.	Total Assets	644,882,015
7.	Total Liabilities	644,882,015
8.	Investments	-
9.	Turnover	3,588,000
10.	Profit before Taxation	2,787,013
11.	Provision for Taxation	861,188
12.	Profit after Taxation	1,925,825
13.	Proposed Dividend	-
14.	% of Shareholding	100%

*As on March 31, 2016, the Company does not have any associate Company and/or Joint Venture

LOANS/ADVANCES/INVESTMENTS

Particulars of Loans/Advances/Investments given & outstanding during the Financial Year 2015-16 are mentioned in notes to financial statements. Further, the loans have been given for meeting the working capital requirement and investments.

PUBLIC DEPOSITS

AUDITORS

1. Statutory Auditors

M/s. Deloitte Haskins & Sells, LLP Chartered Accountants, were appointed as Statutory Auditors of your Company w.e.f. September 23, 2015 for period of 5 years subject to ratification by members at every Annual General Meeting.

Based on the recommendations of the Audit and Risk Management Committee, the Board of Directors of the Company proposes to ratify appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as the Statutory Auditors of the Company at the ensuing Annual General Meeting of the Company.

2. Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies Cost Records and Audit Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its hospital activity is required to be audited. Your Directors had, on the recommendation of the Audit & Risk Management Committee, appointed M/s Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 50,000 (Rupees Fifty Thousand) plus out of pocket expenses and taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for ratification. Accordingly, a resolution seeking Memberâs ratification for the remuneration payable to M/s Jitender, Navneet & Co., Cost Auditors is included at Item No. (6) of the Notice convening the Annual General Meeting.

3. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Mukesh Agarwal, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as âAnnexure Iâ. However the Auditors had made a observation which is self explanatory & doesnât call for any further comments.

4. Internal auditors

Upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has appointed Mr. Rajiv Puri, Head Risk and Internal Audit of the Holding Company as the Chief Internal Auditor of the Company and authorized him to engage independent firmsâ for conducting the internal audit for the Financial Year 2015-16. Accordingly, Axis Risk Consulting Services Pvt. Ltd was engaged to perform Internal Audit for the Company.

During the period under review no fraud was reported by the above stated Auditors.

STOCK OPTIONS

The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Scheme of the Company in accordance with the applicable SEBI Guidelines. Each option when exercised would be converted into one fully paid up equity share of Rs.10 each of the Company.

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2016 under the âMalar Employees Stock Option Plan 2008â are set out in the âAnnexure-IIâ to this Boardâ Report.

Disclosure pursuant to the Regulations for the year ended on March 31, 2016 is available at (http://www.fortismalar.com/wp-content/uploads/annualreport/ESOP-Disclosure-2015-16.pdf) and also forms part of this Directorsâ Report.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return is annexed herewith as âAnnexure IIIâ

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

CORPORATE SOCIAL RESPONSIBILITY

The initiatives for Fortis Malar Hospitals Limited are led through the Fortis Charitable Foundation (FCF), its designated CSR vehicle.

ABOUT FORTIS CHARITABLE FOUNDATION

The Fortis Charitable Foundation (FCF) came into being in the year 2005. Set up by Malvinder Mohan Singh and Shivinder Mohan Singh (The Singh Group), the Foundation is constituted as a trust, with Malvinder Mohan Singh, Shivinder Mohan Singh, Japna Singh and Aditi Singh nominated as the founder trustees.

FCF was established with the intention of supporting preventive and remedial healthcare services to vulnerable sections of society.

Given the scale and complexity of the problem, FCF believes that in order to deliver on this objective, we must work in partnership with like-minded organization, volunteers, contributors and âanyâ stakeholder willing to help towards addressing the problem. The intention is to seed and support the creation of an ecosystem, working to ensure delivery of sustainable, scalable and high-impact programmes.

The programs are designed under a needs assessment, focusing on areas in which we leverage the Groupâs inherent healthcare experience and competencies and deliver the most sustainable impact, and also de-risk the entry and role of the other participants, as well as operate the programmes at a level of efficiency, which minimizes over-head and administrative costs.

Fortis Foundation has 5 primary programs:

UMEED (A Child Centric Program),

AANCHAL (Womenâs Health and Well-Being),

SEWA (A Disaster Relief Initiative),

CHHAYA (Supporting Charitable Medical Infrastructure)

SAVERA (Awareness, Communication & Publications) and

SPECIAL LIVES (A program catering to special situations that demand a response)

The contributions of Fortis Malar Hospitals Limited are directed towards the CHHAYA Program.

CHHAYA is a program designed to help, sustain and revive existing charitable healthcare infrastructure. CHHAYA also partners with organizations to conduct health camps and run charitable clinics.

In 2015-16, CHHAYA continued supporting the charitable dispensary in Amritsar, and helped start a new charitable dispensary at the Birla Mandir in Delhi.

Over the last year, the Golden Temple dispensary treated 32,190 patients.

With support from our executing partners, we facilitated the testing and treatment of 71,995 people at health camps over the last year.

In 2015-16, FCF also entered into a partnership with PNB Housing Finance Limited, conducting 3 health camps during the year and treating 374 students and faculty. The health camps included free blood tests, eye tests, dental tests, BMI and general health evaluation for each beneficiary.

For further information on Fortis Charitable Foundation please visit the web site: www.fortisfoundation.in

Particulars pursuant to Section 134(3)(O) of Companies Act, 2013 read with rule 9 of the Companies (CSR) Rules, 2014 is given in âAnnexure Vâ.

DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr Daljit Singh, Chairman of the Board of Directors of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee proposed his re-appointment to the shareholders of the Company.

The Board of Directors on the recommendation of the Nomination & Remuneration Committee, appointed Mr. Meghraj Arvindrao Gore as an Additional Director (Non- Executive) w.e.f May 24, 2016. Further, it is now proposed to have the appointment of such Director approved by the members, in the ensuing Annual General Meeting.

Brief resume of directors seeking appointment and re-appointment along with other details as stipulated under Regulation 36 of SEBI Listing (Obligation & Disclosure Requirements) Regulation, 2015, are provided in the Corporate Governance Report.

Further, Mr. Karthik Rajagopal, Non-Executive Director of the Company had resigned during the period under review. For further details please refer Corporate Governance Report.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16(1)(b) of the SEBI Listing (Obligation & Disclosure Requirements) Regulation, 2015. There are no inter-se relationship between our Board Members.

Details of the Key Managerial Personnel of the Company are detailed below:-

S. No.	Name of the Key Managerial Personnel	Designation	Date of Appointment	Date of Resignation
1.	Mr. Raghunath P	Whole-time Director	July 26, 2014	NA
2.	Mr. Akshaya Kumar Singh	Chief Financial Officer	July 26, 2014	NA
3.	Mr. Sumit Goel	Company Secretary	September 5, 2014	NA

During the year 2015-16, five meetings were held by the Board of Directors. The details of board/committee meetings and the attendance of Directors are provided in the Corporate Governance Report.

Disclosures regarding the following are mentioned in report on Corporate Governance forming part of this report.

1. Composition of Committee(s) of the Board of Directors and other details

2. Details of establishment of Vigil Mechanism

3. Details of remuneration paid to all the Directors including Stock Options

4. Commission received by Managing Director and/or Whole Time Director

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25(4) and Schedule II Part D of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the Board has carried out performance evaluation of its own performance, the Directors individually, Chairman as well as the evaluation of the working of its Audit & Risk Management Committee, Nomination & Remuneration Committee (NRC), Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

The following process of evaluation was followed:

S. No.	Process	Remarks
1.	Individual Self- Assessment	Self-evaluation forms were shared and completed by the Directors and submitted to the Chairperson of Nomination and Remuneration Committee.
2.	One to One discussion	An independent Advisor was authorized to interact with each member to assess performance, invite direct feedback and seek inputs to identify opportunities for improvement
3.	Board Evaluation for the Board, Nomination and Remuneration Committee and of Independent Directors	Using the Self-Assessment feedback and output from the one-on-one discussions the formal Board Evaluation Process was conducted. A compilation of the individual self-assessments and one to one discussions were placed at the meeting of the Nomination and Remuneration Committee (NRC), the Independent Directorâs (IDâs) and the Board of Directors (BoD), held on February 1, 2016 for them to review collectively and include as additional feedback to the formal process completed in the meetings.
4.	Final recording and reporting	Based on the above, a final report on Board Evaluation was collated, presented and tabled at a meeting of the Board of Directors. The report also noted best practices in certain areas and considered opportunities for improvement.

Managerial Remuneration:

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:-

(a) Comparison and ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2015-16;

(Amount in Rs.)

Name of the Director*	Remuneration of Director	Median Remuneration of employees	Ratio
Mr. Raghunath P	41,10,344/-	2,30,946/-	18

*None of the other Directors are paid any remuneration, except sitting fees.

(b) The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, during the financial year under review;

Name of Director/ KMP	Designation	% increase in Remuneration
Mr. Raghunath P	Whole-time Director	10
Mr. Akshaya Kumar Singh	Chief Financial Officer	8
Mr. Sumit Goel	Company Secretary	NA

(d) The number of permanent employees on the rolls of Company is 542 as on March 31, 2016;

(e) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;

Particulars	For the Financial Year 2015-16
(A) Average percentile increase already made in the salaries of employees other than the managerial personnel	8%
(B) Percentile increase in the managerial remuneration	9%
Comparison of (A) and (B)	1%
Justification	To retain the skilled employee on the board and to compete the market standard,
Any exceptional circumstances for increase in the managerial remuneration	N.A.

(f) Salary details along with the variable component and other benefits of the remuneration being paid to directors are detailed below:

Name of the Director	Salary Allowance Prerequisites (Rs.)	Performance Incentives (Rs.)	Retiral Benefits (Rs.)	Service Contract
				Tenure	Notice Period
Mr. Raghunath P	33,48,936	5,52,056	2,09,352	3 Years w.e.f. July 26, 2014	3 Months

(g) Remuneration has been paid to Directors and KMPs is as per the Remuneration Policy of the Company; and

(h) Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a remuneration policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes, independence of a Director etc. and the same is also available on the website of the Company at the link http://www.fortismalar.com/wp-content/uploads/shareholdingpatterns/shareholdingpatterns2015-2016/Policy-on-Compensation-Benefits.pdf.

PARTICULARS OF EMPLOYEES

There are no employees in the Company who falls under the purview of Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into, during the financial year under review were on an armâs length basis and in the ordinary course of business. There are few materially significant Related Party Transactions made by the Company with other related parties. Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in âAnnexure VIâ in Form AOC 2 as specified under the Companies Act, 2013.

All Related Party Transactions are placed before the Audit and Risk Management Committee for approval as required under SEBI (LODR) Regulation 2015. Prior omnibus approval of the Audit and Risk Management Committee is obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit and Risk Management Committee on a quarterly basis.

The Company has developed a Related Party Transactions Framework and Standard Operating Procedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website and the same is available at the link: http://www.fortismalar.com/wp-content/uploads/shareholdingpatterns/shareholdingpatterns2015-2016/ Policy_on_Materiality_Related_Party_Transactions.pdf.

None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company, except to the extent of sitting fees and remuneration approved by the Board of Directors.

RISK MANAGEMENT POLICY

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Your Company has adopted a Policy for Prevention, Prohibition and Redressal of sexual harassment. There are no complaints relating to sexual harassment during the year under review and those are pending as on the end of the financial year.

MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT

Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greatest emphasis on managing its affairs with diligence, transparency, responsibility and accountability.

Your Company is committed to adopting and adhering to the best Corporate Governance practices recognized globally. Your Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large, and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders at all times.

The report of Board of Directors of the Company on Corporate Governance is given in the section titled âReport on Corporate Governanceâ forming part of this Annual Report.

Certificate of M/s. Sanjay Grover & Associates, Company Secretary in Whole-time Practice, regarding compliance with the Corporate Governance requirements as stipulated in Clause F, Schedule V of SEBI (Listing Obligation and Disclosure Requirements) is annexed with the Corporate Governance Report.

CODE OF CONDUCT

Declaration by Mr. Raghunath P., Whole-time Director confirming compliance with the âFortis Code of Conductâ is enclosed with Corporate Governance Report.

DIRECTORSâ RESPONSIBILITY STATEMENT

(a) in the preparation of the annual accounts for the year ended March 31, 2016, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 for financial year ended March 31, 2016 and of the profit of the company for the said period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors also take this opportunity to extend a special thanks to the medical fraternity and patients for their continued cooperation, patronage and trust reposed in the Company.

On behalf of the Board of Directors

Fortis Malar Healthcare Limited

Sd/-

Date : July 19, 2016 Daljit Singh

Place : Chennai Chairman

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual Report together with the Audited Standalone and Consolidated Financial Accounts of your Company for the financial year ended March 31, 2014.

FINANCIAL RESULTS

The highlights of Consolidated and Standalone financial results of your Company and its subsidiary are as follows:

Rs. in Lacs

Consolidated standalone

Particulars For the For the For the For the year ended year ended year ended year ended March March March March 31,2014 31,2013 31,2014 31, 2013

Total Income 10,837.83 9,856.18 10,837.83 9,856.18

Total Expenditure 9,944.20 8,633.78 9,946.91 8,637.52

Profit before 893.63 1,222.40 890.92 1,218.66 Interest, Tax & Depreciation

Financial cost 45.73 80.04 45.73 80.04 Depreciation/ Provision for Obsolescence/

Impairment 199.27 249.04 199.27 249.04

Interest Income (690.25) (363.42) (661.44) (267.14)

Profits before 1,338.88 1,256.74 1,307.36 1,156.72 exceptional items

Exceptional Items - 296.49 - 353.28

Profit before 1,338.88 1,553.23 1,307.36 1,510.00 Extraordinary Items

Extraordinary item - 4,140.05 - 4,140.05

Profits before Tax 1,33888 5,693.28 1,307.36 5,650.05

Net profits after 877.56 4,347.83 855.78 4,317.96 Tax

OPERATING RESULTS AND PROFITS

During the year ended March 31, 2014, your Company recorded a growth of 10% in consolidated revenues to reach Rs. 10,837.83 Lacs in financial year 2013-14 as compared to Rs. 9,856.18 Lacs in financial year 2012-13. The Company generated Rs. 1,338.88 Lacs in profits before exceptional items, extraordinary items and tax, an increase of 7% over the previous year''s profit of Rs. 1,256.74 Lacs. Profits after tax stood at Rs. 877.56 Lacs in the financial year 2013-14 and the same was at Rs. 4,347.83 Lacs in the previous year. The Previous year figure had one exceptional income of Rs.296.49 Lacs and extraordinary income of Rs.4,140.05 Lacs.

A detailed discussion on Operational and Financial performance of the Company for the year is given in "Management Discussion and Analysis" section of this Annual Report.

OPERATIONS

The Company witnessed growth across all its major specialties. Your Company continued its focus on Quality Parameters, Patient Care and Patient Welfare services resulting in significant improvement in patient satisfaction levels.

DIVIDEND AND TRANSFER TO RESERVES

During the year, the Board had declared Interim Dividend of Re 0.50 (fifty paisa) per share in its Board Meeting held on August 30, 2013 during the financial year 2013-14 which was duly paid to the members of the Company within the prescribed timelines under the statutory provisions. Keeping in view the growth strategy of the Company, the Board has not recommended any final dividend for the same financial year. No amount has been transferred to reserves.

STOCK OPTIONS

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2014 under the "Malar Employees Stock Option Plan 2008" are set out in the Annexure-I to this Directors'' Report.

SUBSIDIARIES

During the Financial Year 2013-14, the Company had only one subsidiary Company viz. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include setting up, managing / administering hospital(s) and to provide Medicare and Health care services.

EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, has provided an exemption to Companies from complying with the provisions of Section 212 of the Companies Act, 1956, provided such Companies publish the Audited Consolidated Financial Statements in the Annual Report. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the Subsidiary Company have not been attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the Subsidiary Company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The Annual Accounts of the Subsidiary Company and the related information are open for inspection by any member including the members of Subsidiary Company at the Registered Office of the Company and that of the subsidiary concerned, during working hours on all working days. The members, if they so desire, may write to the Company to obtain a copy of financials of the Subsidiary Company.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your Company continues to strive hard to serve the interest of the stakeholders and the society at large, resulting in creation of value and wealth for all stakeholders at all times.

A detailed Report on Corporate Governance pursuant to Clause 49 of the Listing agreement forms part of the Annual Report. A Certificate from M/s. Sanjay Grover & Associates, Company Secretary in Whole-time Practice confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is annexed with the said Corporate Governance Report.

DEPOSITS

During the year under review, your Company has not accepted any deposits as defined under Section 58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 / Companies Act, 2013 and Articles of Association of the Company, Dr. Nitiya Ramamurthy and Mr. Aditya Vij, retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, seeks re-appointment.

During the year under review, Mr. Ramesh Lakshman Adige, Mr. Sanjay Jayavarthanavelu, Mr. Murari Pejavar, Mr. Rama Krishna Shetty and Mr. Lakshmi Teckchand Nanwani are appointed as Independent Directors of the Company for a term of five consecutive years.

The Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed, both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange. Accordingly, the above mentioned Independent Directors are appointed for a fixed tenure as per the details annexed to the notice of the Annual General Meeting.

A brief resume, nature of expertise, details of directorships / committee memberships held in other public limited companies of the directors seeking appointment / re-appointment along with their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is appended as an annexure to the Notice of the ensuing Annual General Meeting.

STATUTORY AUDITORS AND AUDITORS'' REPORT

M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. - 301003E), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting. They have expressed their inability to continue as the Statutory Auditors of the Company beyond the conclusion of the Annual General Meeting.

It is proposed to appoint M/s. S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. - 101049W) as the Statutory Auditors of the Company at the ensuing Annual General Meeting.

The Company has received letter from the proposed Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for appointment.

Therefore the Board recommends the appointment of M/s S. R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. - 101049W), as the Statutory Auditors of the Company for the Financial Year 2014-15.

The Notes on Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments.

PARTICULARS OF EMPLOYEES

The Statement containing particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and financials are being sent to the members excluding this statement. Copies of this statement may be obtained by the members by writing to the Whole-time Directors at the Registered Office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are provided in the Annexure II to this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. that in the preparation of the Annual Accounts for the year ended March 31, 2014, the applicable Accounting Standards read with requirements set out under Schedule VI of the Companies Act, 1956, have been followed and there are no material departures from the same;

2. that the directors had 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 as at March 31, 2014 and of the profit or loss of the Company for the year ended on that date;

3. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

4. that the directors have prepared the annual accounts of the Company on a going concern'' basis.

ACKNOWLEDGEMENT

The Board of Directors is grateful for the co-operation and assistance extended by various Banks and the Government of Tamil Nadu. The Board also wishes to place on record its appreciation of the dedicated services of our consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the members for their continued faith in the management of the Company.

For and on behalf of the Board of Directors

Date: July 26, 2014 Aditya Vij Place: Chennai Chairman

Mar 31, 2013

Dear Member''s,

The Directors have pleasure in present ing the Twenty Second Annual Report together with the Audited Standalone and Consolidated Financial Accounts of your Company f or the financial y ear ended March 31, 2013

FINANCIAL RESULTS

The highlights of Consolidated and Standalone Financial Results of your Company and its s ubsidiary are as follows:

(Rs. in Lacs) Particulars Consolidated Standalone For the year For the year For the year For the year ended ended ended ended March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012

Total Income 10,516.09 9,612.62 10,476.60 9,607.82

Total Expenditure 8,633.78 8,101.13 8,637.52 8,103.32

Profit Before Interest, Tax & 1,882.31 1,511.49 1,839.08 1,504.50

Depreciation

Less: Financial Cost 80.04 130.72 80.04 130.72

Less: Depreciation/ Provision for Obsolescence/Impairment 249.04 249.04 299.69 299.69

Profits before Extraordinary 1,553.23 1,081.08 1,510.00 1,074.09

items & Tax

Extraordinary item 4,140.05 4,140.05

Profits before Tax 5,693.28 1,081.08 5,650.05 1,074.09

Net Profits after tax 4,347.83 775.94 4,317.96 771.11

OPERATING RESULTS AND PROFITS

The sound performance of your Company is manifested in the Operating Revenue and Net Profits posted for the year under review. During the year ended March 31, 2013, your Company recorded a growth of 9% in consolidated revenues to reach Rs. 10,516.09 Lacs in financial year 2012-13 from Rs. 9612.62 Lacs in financial year 2011 -12. The company generated Rs. 1,553.23 lacs in Profit before extraordinary items and tax, an increase of 44% over the previous year''s profit of Rs. 1,081.08 Lacs. Profits after Tax increased to Rs. 4,347.83 Lacs mainly on account of extraordinary item arising on account of sale of Clinical establishment.

During the year, the Company witnessed moderate growth across all streams with significant growth in international revenues.

A detailed discussion on Operational and Financial Performance of the Company for the year is given in ÂManagement Discussion and Analysis'' Section of this Annual Report.

OPERATIONS

The growth in occupancies and revenues with focus on efficiency and cost control has led to better performance during the quarter and year to date. It is heartening to note that this has been accomplished across each of the specialities. Your Company continued its focus on quality parameters and patient satisfaction.

DIVIDEND AND TRANSFER OF RESERVES

Keeping in view the growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus, not recommended any dividend for the financial year under review. Also during the said year, no amount has been transferred to reserves.

STOCK OPTIONS

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2013 under the ÂMalar Employees Stock Option Plan 2008'' are set out in the Annexure Â I to this Directors'' Report.

SUBSIDIARY

During the Financial Year 2012-13, the Company had only one subsidiary Company viz. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include setting up, managing / administering hospitals and to provide Medicare and health care services.

EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, has provided an exemption to Companies from complying with the provisions of Section 212 of the Companies Act, 1956, provided such Companies publish the Audited Consolidated Financial Statements in the Annual Report. In accordance with the general circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary company are not been attached with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary company and the related detailed information to any member of the Company who may be interested in obtaining the same.

The Annual Accounts of subsidiary company and the related information are open for inspection by any member including the members of subsidiary company at the registered office of the Company and that of subsidiary concerned, during the working hours on all working days. The members, if they so desire, may write to the Company to obtain a copy of financials of the subsidiary company.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your company continues to strive hard to serve the interest of the stakeholders and the society at large, resulting in creation of value and wealth for all stakeholders at all times.

A detailed report on Corporate Governance pursuant of Clause 49 of the Listing Agreement forms part of the Annual Report. A Certificate from M/s. Sanjay Grover & Associates, Company Secretary in Whole-time Practice confirming compliance of conditions of Corporate Governance

as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is annexed with the said Corporate Governance Report.

DEPOSITS

During the year under review, your Company has not accepted any deposits as defined under Section 58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975.

DIRECTORS

In accordance with the pro visions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ramesh L. Adige and Mr. Murari P ejavar retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Since the last report, Mr. Sandeep Puri, Mr. Rama Krishna S hetty, Mr. Lakshman Teckchand Nanwani have been appointed as Additional Directors of the Company w.e.f. September 14, 2012, January 30, 2013 and March 29, 2013, respectively. Pursuant to the provisions of Section 260 of the Companies Act, 1956, they hold the office upto the date of the ensuing Annual General Meeting and are eligible for appointment as Director(s) of the Company in terms of Section 257 of the Companies Act,1956.

A brief resume, nature of expertise, details of directorships held in other public limited companies, of the directors seeking appointment / re-appointment along with their shareholding in the Company as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange is appended as an annexure to the notice of the ensuing Annual General Meeting.

Dr. P.S. Joshi had resigned from the Directorship of the Company w.e.f. January 30, 2013. The Board wishes to accord its sincere appreciation for the valuable services and support rendered by him during his tenure as Director of the Company.

STATUTORY AUDITORS / AUDITORS'' REPORT

M/s. S R B C & Co. LLP, Chartered Accountants, Statutory Auditors of your Company will retire at the conclusion of the ensuing Annual General Meeting. They have informed their inability to continue as the Statutory Auditors of the Company beyond the conclusion of the Annual General Meeting.

M/s S.R. Batliboi & Co. LLP, Chartered Accountants have confirmed their willingness and eligibility for appointment and have also confirmed that their appointment, if made, will be within the limits under Section 224(1B) and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The Board recommends the appointment of M/s S.R. Batliboi & Co. LLP, Chartered Accountants as the Statutory Auditors of the Company for the financial year 2013-14.

PARTICULARS OF EMPLOYEES

The Statement containing particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are being sent to the members excluding this Statement. Copies of this statement may be obtained by the members by writing to the Company Secretary at the registered office of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/OUTGO:

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are provided in the Annexure II to this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

(a) that in the preparation of the Annual Accounts for the year ended March 31, 2013, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) that the directors had 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 as at March 31, 2013 and of the Profit or Loss of the company for that period;

(c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) that the directors had prepared the Annual Accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance extended by various Banks and the Government of Tamil Nadu. Your Directors also wish to place on record their appreciation for the dedicated services of our consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for their continued faith in the management of the Company.

For and on behalf of the Board

Date : July 19, 2013

Place : Chennai Aditya Vij

Chairman

Mar 31, 2012

The Directors have pleasure in presenting the Twenty First Annual Report on business operations together with the Audited Financial Statements and the Auditors' Report thereon of your Company for the financial year ended 31st March 2012.

FINANCIAL RESULTS

The highlights of consolidated financial results of your Company and its subsidiary are as follows:

(Rs. in Lakhs) For the year ended For the year ended Particulars 31st March 2012 31st March 2011

Total Income 9,607.38 8,369.49

Total Expenditure 8,095.89 7,118.29

Profit Before Interest Tax & Depreciation 1,511.49 1,251.20

Less: Financial Cost 130.72 143.43

Less: Depreciation/Provision for Obsolescence/Impairment 299.69 289.81

Profits before Tax 1,081.08 817.96

Net Profits after Tax 775.94 544.30

The highlights of financial results of your Company as a Standalone entity are as follows: (Rs. in Lakhs) For the year ended For the year ended Particulars 31st March 2012 31st March 2011

Total Income 9,602.58 8,369.49

Total Expenditure 8,098.08 7,120.22

Profit Before Interest, Tax & Depreciation 1,504.50 1,249.27

Less: Financial Cost 130.72 143.43

Less: Depreciation/Provision for Obsolescence/Impairment 299.69 289.81

Profits before tax 1,074.09 816.03

Net Profits after tax 771.11 542.97

OPERATING RESULTS AND PROFITS

The sound performance of your Company is manifested in the Operating Revenue and Net Profits posted for the year under review. During the year ended March 31, 2012, your Company recorded a growth of 15% in consolidated revenues to reach Rs. 9607.38 lacs in financial year 2011-12 from Rs. 8,369.49 lacs in financial year 2010-11. The company generated Rs. 775.94 lacs in net profits, an increase of 43% over the previous year's profit of Rs. 544.30 lakhs.

The growth has come from all the streams and mainly driven by Cardiac Sciences, Neuro sciences, Renal sciences, Orthopedics and Gynecology. The Health checks and regular MSOT procedures also showed a significant improvement in their revenue. Your Company has also witnessed significant progress in generating International Revenues.

OPERATIONS

The growth in occupancies and revenues with focus on efficiencies and cost control has led to better performance during the quarter and year to date. It is heartening to note that this has been accomplished across each of the specialities. Your Company continued its focus on quality parameters and patient satisfaction.

DIVIDEND AND TRANSFER OF RESERVES

Keeping in view the growth strategy of the Company, the Board of Directors of your Company have decided to plough back the profits and thus, not recommended any dividend for the financial year under review. Also during the said year, no amount has been transferred to reserves.

STOCK OPTIONS

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2012 under the "Malar Employees Stock Option Plan 2008" are set out in the Annexure-II to this Directors' Report.

SUBSIDIARIES

During the Financial Year 2011-12, the Company had only one subsidiary Company viz. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include setting up, managing / administering hospitals and to provide Medicare and health care services.

EXEMPTION UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956

The Ministry of Corporate Affairs, Government of India, vide its Circular No. 2/2011 dated February 8, 2011, has provided an exemption to Companies from complying with the provisions of Section 212 of the Companies Act, 1956, provided such Companies publish the Audited Consolidated Financial Statements in the Annual Report. Accordingly, in terms of general exemption, the Board of Directors of the Company, in its Meeting held on May 14, 2012, resolved that the Financial Statements and other required documents of the subsidiary company are not required to be attached with the Balance Sheet of the Company for this fiscal.

The Annual Accounts of subsidiary company and the related information are open for inspection by any member including the members of subsidiary company at the registered office of the Company and that of subsidiary concerned, during the working hours on all working days. The Company will make available these documents to the members including members of subsidiary company upon receipt of request from them. The members, if they so desire, may write to the Company to obtain a copy of financials of the subsidiary company.

DISCLOSURES UNDER SECTION 217(1) & (2) OF THE COMPANIES ACT, 1956

In accordance with Regulation 3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997, 11,752,402 equity shares constituting 63.2% of paid capital of your Company, in terms of inter se transfer of shares amongst group coming within the definition of group as defined in Monopolies and Restrictive Trade Practices Act, 1969 were transferred from International Hospital Ltd. to Fortis Hospitals Limited by way of gift on June 20, 2011.

The Company is in the process of transferring the Clinical Establishment Division (which will own, operate, maintain clinical establishment along with providing out-patient and day care medical and healthcare services and radio-diagnostic services), on a going concern basis by way of a slump sale to Fortis Health Management Limited ("FHML").

In continuation to on-going internal corporate restructuring of the Fortis Healthcare Limited and its subsidiaries (which is being undertaken with an intent to align the Company with globally emerging trends and transforming into an asset light business model) and consequent to transfer of Clinic Establishment Division, the Company intends to focus its resources and energies on its division which shall run Fortis Malar Hospital, at Adyar, Chennai and provide medical services, including in-patient services and emergency services.

Except, as disclosed above or elsewhere in this Annual Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of report.

Except as disclosed above or elsewhere in this Annual Report, during the financial year under review, no material changes have occurred in the nature of the Company's business or that of its subsidiaries and generally in the classes of business in which the Company has an interest.

DEPOSITS

During the year under review, your Company has not accepted any deposits as defined under Section 58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975.

DIRECTORS

During the year under review, Mr. Aditya Vij has been appointed as an additional Director and the Chairman of the Company w.e.f. August 03, 2011 and Mr. Ashish Bhatia has been co-opted as an additional Director w.e.f. January 24, 2012. Pursuant to the provisions of Section 260 of the Companies Act, 1956, they hold the office upto the date of the ensuing Annual General Meeting and are eligible for appointment as Director(s) of the Company in terms of Section 257 of the Companies Act,1956.

Mr. V Vijayarathna has been appointed as an additional Director and a Whole-time Director by the Board of Directors at its meeting held on 10th July, 2012. Notice under Section 257 of the Companies Act, 1956, has been received from a member of the Company signifying his intention to propose the appointment of Mr. V Vijayarathna as Director of the Company at the ensuing Annual General Meeting of the Company.

Dr. Llyod Nazareth, Director and Mr. Krish Ramesh, Whole-time Director had resigned from the Directorship of the Company w.e.f January 24, 2012 and June 9, 2012 respectively. The Board wishes to accord its sincere appreciation for the valuable services and support rendered by them during their tenure as Directors of the Company.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sanjay Jayavarthanavelu and Dr. Nithya Ramamurthy shall retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, they have offered themselves for re-appointment.

STATUTORY AUDITORS / AUDITORS' REPORT

M/s. S R B C & Co., Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment as Statutory Auditors for the financial year 2012-13.

The Company has received a letter dated May 14, 2012 from them to the effect that their re-appointment, if made, would be within the limit prescribed under Section 224(1B) of the Act, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Act.

Based on the recommendations of the Audit, Risk & Controls Committee, the Board of Directors of the Company proposes the re-appointment of M/s S R B C & Co., Chartered Accountants, as the Statutory Auditors of the Company.

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

DEMATERIALISATION OF SHARES

Your company has entered into agreements with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of the shares of the Company. Accordingly the shares of your company are available for dematerialization and can be traded in Demat form. The ISIN for Equity shares of the Company is INE842B01015.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your company continues to strive hard to serve the interest of the stakeholders and the society at large, resulting in creation of value and wealth for all stakeholders at all times.

The report of Board of Directors of the Company on Corporate Governance is given in the section titled "Report on Corporate Governance" forming part of this Annual Report.

Certificate of M/s Sanjay Grover & Associates, Company Secretary in whole-time practice regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed with the said Corporate Governance Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of operations, performance and future outlook of the company is given separately under the head "Management Discussion and Analysis" and forms a part of this report.

PARTICULARS OF EMPLOYEES

The Statement containing particulars of the employees as required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act,1956, the Report and Accounts are being sent to the members excluding this Statement. Copies of this statement may be obtained by the members by writing to the Company Secretary at the registered office of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm :

1. that in the preparation of the Annual Accounts for the year ended March 31, 2012, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. that the directors had 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 as at March 31, 2012 and of the profit or loss of the company for the period ended on that date;

3. that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. that the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS/OUTGO

The particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set in the Annexure-I included in this report.

ACKNOWLEDGEMENT

Your company is grateful for the co-operation and assistance extended by various Banks and the Government of Tamil Nadu.

The Board also wishes to place on record its appreciation of the dedicated services of our consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for their continued faith in the management of the Company.

For and on behalf of the Board

Date : July 24, 2012 V Vijayarathna Nithya Ramamurthy

Place : Chennai (Whole-Time Director) (Director)

Mar 31, 2011

The Directors have pleasure in presenting the Twentieth Annual Report on business operations together with the Audited Financial Statements and the Auditors Report of your Company for the financial year ended March 31, 2011.

PERFORMANCE HIGHLIGHTS

The financial highlights of your Company on a consolidated basis for the year under review are given below:

(Rs. in Lakhs) Particulars For the year For the year ended March 31, ended March 31, 2011 2011

Total Income 8,369.49 6,424.48

Total Expenditure 7,114.77 5,462.20

Profit Before Interest Tax & Depreciation 1,254.72 962.28

Less: Financial Cost 143.43 163.51

Less: Depreciation/Provision for Obsolescence/Impairment 293.33 265.04

Profits before Tax 817.96 533.73

Net Profits after Tax 544.30 350.29

The financial highlights of your Company on a standalone basis for the year under review are given below: (Rs. in Lakhs)

Particulars For the year For the year ended March 31, ended March 31, 2011 2010

Total Income 8,369.49 6,424.48

Total Expenditure 7,116.70 5,462.64

Profit Before Interest, Tax & Depreciation 1,252.79 961.84

Less: Financial Cost 143.43 163.51

Less: Depreciation/Provision for Obsolescence/Impairment 293.33 265.04

Profits for the period 816.03 533.29

Net Profits 542.97 349.99

FINANCIAL PERFORMANCE

Your Company has done exceedingly well for the successive year, both in terms of Revenue and Profitability. During the year under review, your Company recorded a growth of 30% in consolidated revenues to reach Rs. 8,369.49 lakhs in Financial year 2010-11 from Rs. 6,424.48 Lakhs in Financial year 2009-10. The Company generated Rs. 544.30 lakhs in net profits, an increase of 55% over the previous years profit of Rs. 350.29 lakhs.

The growth in revenues and profits was an outcome of overall growth across various primary specialties which include Cardiac Sciences, Neuro Sciences, Renal Sciences, Gastroenterology, General Surgery and Diagnostics. The Health Checks and regular MSOT procedures contributed significantly to the revenues. Further, your Company also witnessed significant growth in revenues from International patients.

OPERATIONS

Your Company continued its focus on Patient Care and Patient Welfare Services resulting in significant improvement in Patient satisfaction levels. We continued our investment in renovation activities, upgradation of medical and engineering equipment. Your Company has started Tele-medicine services which would make available the best medical care to patients even to the remotest corner of India and abroad.

DIVIDEND AND TRANSFER OF RESERVES

In view of the unavailability of distributable profits, your Directors express their inability to recommend any dividend for the year. During the year under review, no amount has been transferred to reserves.

STOCK OPTIONS

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2011 under the "Malar Employees Stock Option Plan 2008" are set out in the Annexure to this Directors Report.

SUBSIDIARIES

During the Financial Year 2010-11, your Company had only one subsidiary Company viz. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary includes setting up, managing / administering hospitals and to provide medicare and health care services. Exemption under Section 212(8) of the Companies Act, 1956:

The Ministry of Corporate Affairs, Government of India, vide its General Circular No. 2/2011 dated February 8,2011 has granted general exemption to the Companies from annexing the Accounts and other information of the subsidiaries along with Accounts of the Holding Company subject to the fulfillment of the conditions prescribed in the said Circular.

Claiming the said exemption, your Company has obtained the consent of its Board of Directors for not attaching the balance sheet of its subsidiary and has disclosed in the Consolidated Balance Sheet, the following information in aggregate for its subsidiary: (a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investment (except in case of investment in the subsidiaries) (f) turnover (g) profit before taxation (h) provision for taxation (i) profit after taxation (j) proposed dividend. The Annual Accounts of the Subsidiary Company and the related detailed information are open for inspection by any shareholder including the shareholder of subsidiary Company at the registered office of the Company and its subsidiary during the working hours on all working days. The Company will make available these documents to the shareholders including shareholders of subsidiary company upon receipt of request from them. The shareholders, if they so desire, may write to the Company to obtain a copy of financials of the subsidiary Company.

GROUP

"Persons" constituting "group" as defined under the Monopolies and Restrictive Trade Practices Act, 1969 for the purpose of Regulation 3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations 1997, as amended from time to time, include the following:

a. Mr. Malvinder Mohan Singh;

b. Mr. Shivinder Mohan Singh;

c. Mrs. Japna Malvinder Singh Wife of Mr. Malvinder Mohan Singh;

d. Mrs. Aditi Shivinder Singh Wife of Mr. Shivinder Mohan Singh;

e. Escorts Heart and Super Speciality Hospital Limited;

f. Escorts Heart and Super Speciality Institute Limited;

g. Escorts Heart Centre Limited;

h. Escorts Heart Institute and Research Centre Limited;

I. Escorts Hospital and Research Centre Limited;

j. FortisAsia Healthcare Pte Limited;

k. Fortis C - Doc Healthcare Limited;

I. Fortis Emergency Services Limited;

m. Fortis Global Healthcare (Mauritius) Limited;

n. Fortis Global Healthcare Infrastructure Pte Ltd;

o. Fortis Health Management (East) Limited;

p. Fortis Health Management (North) Limited;

q. Fortis Health Management (South) Limited;

r. Fortis Health Management (West) Limited;

s. Fortis Health Management Limited;

t. Fortis Healthcare (India) Limited;

u. Fortis Healthcare Global Pte Ltd.;

v. Fortis Healthcare Holdings Limited;

w. Fortis Healthcare India Holdings Pte Ltd.;

x. Fortis Healthcare International Limited;

y. Fortis Healthcare International Pte Limited;

z. Fortis Hospital Management Limited;

aa. Fortis Hospitals Limited;

bb. Fortis Hospotel Limited;

cc. Fortis Malar Hospitals Limited;

dd. International Hospital Limited;

ee. Kanishka Healthcare Limited;

ff. Lalitha Healthcare Private Limited;

gg. Malar Stars Medicare Limited;

hh. Malav Holdings Private Limited;

ii. RHC Holding Private Limited;

jj. RHC Holding Pte Ltd.;

kk. Shivi Holdings Private Limited;

II. Super Religare Laboratories Limited.

DEPOSITS

During the year under review, your Company has not accepted any deposits under Section 58A of the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975.

DIRECTORS

During the year under review, Mr. Bhavdeep Singh resigned from the Directorship and Chairmanship of the Company w.e.f January 10, 2011. The Board wishes to place its sincere appreciation for the valuable services and support rendered by him during his tenure as a Chairman and Director of the Company.

Further, in terms of nomination received from International Hospital Limited, the holding company, Dr. Lloyd Nazareth has been appointed as an Additional Director of the Company w.e.f. January 28, 2011. Pursuant to the provisions of Section 260 of the Companies Act, 1956, Dr. Lloyd Nazareth holds the office upto the date of the ensuing Annual General Meeting and is eligible for appointment as Director of the Company in terms of Section 257 of the Companies Act,1956.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Ramesh L. Adige and Mr. P. Murari shall retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, they have offered themselves for re-appointment.

STATUTORY AUDITORS / AUDITORS REPORT

M/s. K. Gopalan & Co, Chartered Accountants, the retiring Auditors have expressed their unwillingness to be appointed as Statutory Auditors of the Company after the conclusion of the ensuing Annual General Meeting on account of their preoccupations.

Accordingly, it is proposed to appoint M/s. S.R. Batliboi & Co, (Firm Registration No.324982E) Chartered Accountants, who, on being approached, have consented to act as Auditors of the Company and from whom a certificate has been received to the effect that their appointment, if made, will be within the limits prescribed under the provisions of section 224 (IB) of the Companies Act, 1956, in place of M/s. K. Gopalan&Co, Chartered Accountants, to hold office until conclusion of the nextAnnual General Meeting at a remuneration to be fixed by the Board.

The Auditors have, in their Report to the Shareholders on the Financial Statements of the Company, made the following comments:

ix) (a.) Except the Service tax covered in the Note 12of Schedule 15, undisputed statutory dues including provident fund, Income Tax, Cess and other material statutory dues have generally been regularly deposited during the period with the appropriate authorities. The Company has not fully remitted the service tax for the payments received. The arrears of service tax outstanding for more than six months as at the last day of financial year is%10.96 lacs.

The Company has been claiming service tax on dues from M/s. Star Health and Allied Insurance Co. Ltd. (TPA) under TNCM insurance scheme. There have been disputes on the quantum and applicability of service tax for Government Scheme patients. The management is in discussion with TPA and an amicable settlement is expected soon, otherwise the entire Service Tax dues will be paid within a weeks time.

VOLUNTARY DELISTING OF SHARES

The Madras Stock Exchange Limited (MSE), Chennai, vide its Letter dated November 18, 2010, approved the voluntary delisting application pending with it for a long time. The Companys Equity Shares shall continue to be listed on Bombay Stock Exchange Limited (BSE) which has nation wide trading terminals.

DEMATERIALISATION OF SHARES

Your Company has entered into agreements with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of the shares of the Company. Accordingly, the shares of your Company are available for dematerialization and can be traded in Dematform.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to strive towards highest standards of Corporate Governance while interacting with all the stakeholders.

The Report of Board of Directors of the Company on Corporate Governance is given in separate section titled "Report on Corporate Governance which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis" and forms a part of this report.

DISCLOSURES UNDERSECTION 217 0F THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the Report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of report.

As required under Section 217(2) of the Companies Act, 1956, the Board of Directors informs the shareholders that during the period under review, no changes have occurred in the nature of the Companys business or in the business of the Companys subsidiary or in the nature of the business carried on by them and generally in the classes of business in which the Company has an interest.

Information in accordance with the provisions of section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is annexed to this Report. However, in terms of section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Share holders excluding this Annexure. Any shareholder interested in obtaining such information may write to the Company Secretary at the Registered Office of the Company.

DIRECTORSRESPONSIBILITY STATEMENT

As required under section 217(2 AA) of the Companies Act, 1956 the Directors hereby confirm that:

1. in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

2. appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2011 and of the Profit or Loss of the Company for the period ended on that date;

3. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

The particulars as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set in the Annexure included in this Report.

ACKNOWLEDGEMENTS

Your Company is grateful for the co-operation and assistance extended by various Banks and the Government of Tamil Nadu. The Board also wishes to place on record its appreciation of the dedicated services of our consultants, employees and other members of the hospital. The Board also places on record its Sincere appreciation to the Shareholders for their continued faith in the management of the Company.

For and on behalf of the Board of Directors

Krish Ramesh Dr. Lloyd Nazareth

(WholeTimeDirector) (Director)

Place : Chennai Date : 16th May, 2011

Mar 31, 2010

The Directors present the Nineteenth Annual Report on business operations together with the Audited Financial statements and the Auditors Report of your Company for the financial year ended 31st March 2010.

PERFORMANCE HIGHLIGHTS

The financial highlights of your Company as a Consolidated for the year under review are given below:

Rs. in lakhs

For the year ended For the year ended

Particulars 31st March 2010 31st March 2009

Total Income 6,424.47 3,332.81

Total Expenditure 5,462.20 2922.14

Profit Before Interest Tax & Depreciation 962.27 410.67

Less: Financial Cost 163.51 71.88

Less: Depreciation / Provision for Obsolescence / Impairment 265.04 173.02

Profits / (Losses) before Tax 533.72 165.77

Net Profits / (Losses) after Tax 350.29 (175.72)

The financial highlights of your Company as a standalone entity for the year under review are given below:

Rs. in lakhs

For the year ended For the year ended

Particulars

31st March 2010 31st March 2009

Total Income 6,424.48 3,332.81

Total Expenditure 5,462.64 2922.14

Profit Before Interest, Tax & Depreciation 961.84 410.67

Less: Financial Cost 163.51 71.88

Less: Depreciation/Provision for Obsolescence/Impairment 265.04 173.02

Profits/(Losses) for the period 533.29 165.77

Net Profits/ (Losses) 349.99 (175.72)

FINANCIAL PERFORMANCE

In the current financial year ended 31st March, 2010, your Company has achieved a total income of Rs.6,424.48 lakhs as against Rs 3,332.81 lakhs during the previous Financial Year ended 31st March, 2009. The Net Profit before Tax and exceptional items for the period amounted to Rs. 533.72 lakhs as against Rs. 165.77 lakhs of the last Financial Year ended 31st March, 2009. The Net Profit of the company is at Rs.350.29 lakhs for these twelve months ended 31st March, 2010 against loss of Rs. 175.72 lakhs for corresponding period ending 31st March, 2009.

OPERATIONS

This yearthe company has invested substantially on renovation of the building and latest state of the art Medical Equipments. The company has refurbished the entire lobby and changed the look of the hospital and exterior covering signifcant portions of the building. The Patient Care Services underwent drastic improvements all of which resulted in improved service levels which in turn contributed to the excellent revenue growth and consequently leading to improved Profits to Rs.350.29 Lakhs against the Loss of Rs.175.72 Lakhs of previous year. All specialties grew compared to the previous year. The company has opened Information Centers across the State and also entered into foreign tie-ups with a view to enhance the International business. The business from international community has started fowing in and we are hopeful to get good amount of business from various countries in the succeeding years.

Number of Cardiac sciences showed a tremendous growth. Dr.K.R.Balakrishnan along with his Cardiac sciences team has performed complex surgeries. His patients includes infant to Geriatrics. As a measure of social responsibility we have tied up Government for conducting surgeries on infants/babies under the ÃTamil Nadu Ilam Sirar SchemeÃ. We have also tied up with Government Insurance Scheme for BPL patients under ÃKalaignar Insurance SchemeÃ under which many deserving patients availed the treatment.

DIVIDEND AND TRANSFER OF RESERVES

In view of the unavailability of distributable Profits, your Directors express their inability to recommend any dividend for the year. During the year under review, no amount has been transferred to reserves.

STOCK OPTION PLANS

Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2010 under the ÃEmployees Stock Option Plan 2008Ã are set out in the Annexure to this Directors Report.

CHANGE OF NAME OF THE COMPANY

Your Company has been a Fortis Network Hospital since February 2008. Over the last 18 months, your Company under the guidance of new Board has revamped the infrastructure in its hospital in Chennai, added medical and non-medical talent, introduced new medical specialties and introduced processes and system to improve overall patient care. Fortis with its formidable Pan-India presence has established brand equity and systems and processes designed to provide international standard of quality and safety. With a view to position the hospital as a preferred destination for high end territory care in the region, your directors proposed to change the name of your Company from Malar Hospitals Limited to Fortis Malar Hospitals Limited which got approved by your overwhelming majority and also confrmed by the Registrar of Companies, Tamil Nadu by issuing a fresh Certifcate of Incorporation consequent upon change of name on 23rd day of December 2009.

SUBSIDIARIES

On, 7th July, 2009, your Company incorporated a wholly owned subsidiary viz. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include to set up, manage / administer hospitals and to provide medicare and health care services. The statement pursuant to Section 212 of the Companies Act, 1956 is attached and forms part of the Annual Report.

In accordance with Accounting Standard 21 relating to consolidated financial statements your Directors have pleasure in attaching the said consolidated financial statements, which form part of this report and accounts. These statements have been prepared on the basis of audited financial statements received from the Subsidiary Company as approved by its Board.

DEPOSITS

During the year under review your Company has not accepted any deposits under Section 58Aof the Companies Act, 1956 read with the Company (Acceptance of Deposits) Rules, 1975.

DIRECTORS

Mr. Shivinder Mohan Singh resigned from the Directorship and Chairmanship of the Company w.e.f March 30, 2010 and Mr. Yogesh Kumar Sareen resigned from the Directorship of the Company w.e.f March 30, 2010. The Board wishes to record its sincere appreciation for the valuable services and support rendered by them during their tenure as a Chairman and Director of the Company respectively.

Mr. Bhavdeep Singh was appointed as an Additional Director and Chairman of the Company w.e.f. March 30, 2010.Pursuant to the provisions of Section 260 of the Companies Act, 1956, Mr. Bhavdeep Singh holds offce upto the date of the ensuing Annual General Meeting and is eligible for appointment as Director of the Company in terms of Section 257 of the Companies Act,1956.

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Sanjay Jayavarthanavelu and Dr. Nithya Ramamurthy shall retire by rotation as Directors at the ensuing Annual General Meeting and being eligible, they have offered themselves for re-appointment.

DISCLOSURES UNDER SECTION 217 OF THE COMPANIES ACT, 1956

Except, as disclosed elsewhere in the report, there have been no material changes and commitments, which can affect the financial position of the Company between the end of the financial year and the date of report.

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, regarding employees is annexed to this Report. However, in terms of Section 219(1) (b) (iv) of the Companies Act, 1956, the Report and Accounts are being sent to the shareholders excluding this annexure. Any shareholder interested in obtaining such information may write at the Registered Offce of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under Section 217(2AA) of the Companies Act, 1956, your Directors confrm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed.

b) Appropriate accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2010 and of its Profit for the period ended on that date.

c) Proper and suffcient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.

d) The annual accounts have been prepared on a going concern basis.

AUDITORS

M/s. K. Gopalan & Co., Chartered Accountants, statutory auditors of the company, hold offce until the conclusion of the ensuing Annual General Meeting. The Company has received a letter from M/s K. Gopalan & Co for their appointment/ reappointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualifed for such appointment/reappointment within the meaning of Section 226 of the said act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not call for any further comments.

VOLUNTARY DELISTING OF SHARES

The application for Delisting of securities of the Company from Madras Stock Exchange Limited (MSE), Chennai, is pending before Madras Stock Exchange Limited. The Companys Equity Shares shall continue to be listed at Bombay Stock Exchange Limited (BSE) which has nation wide trading terminals.

DEMATERIALISATION OF SHARES

Your company has entered into agreements with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of the shares of the company. Accordingly the shares of your company are available for dematerialization and can be traded in Demat form.

REPORT ON CORPORATE GOVERNANCE

Your company continues to strive towards highest standards of Corporate Governance while interacting with all the stakeholders.

The Report of Board of Directors of the Company on Corporate Governance is given in separate section titled ÃReport on Corporate Governance 2009-2010Ã which forms part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

As required by Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion & Analysis is given separately and forms part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS/OUTGO.

The particulars as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, are set in the Annexure included in this report.

ACKNOwLEDGEMENTS

Your company is grateful for the co-operation and assistance extended by various Banks and the Government of Tamil Nadu. The Board also wishes to place on record its appreciation of the dedicated services of our consultants, employees and other members of the hospital. The Board also places on record its sincere appreciation to the Shareholders for reposing faith in the management of the Company.

For and on behalf of the Board

Place : Chennai Bhavdeep Singh

Date 14th May, 2010. Chairman

Mar 31, 2000

The directors wish to present the ninth annual report of the company along with the audited accounts for the period ended 31-03-2000.

FINANCIAL RESULTS

For the 18 months ended For the year ended 31.03.2000 30.09.1998 (Rs. in Lakhs)

Turn over 2407.88 1335.65

Profit before Interest & Depreciation 582.53 245.55

Financial Cost 2357.37 1139.52

Depreciati on 246.12 137.30

Income Tax -- --

Net Profit / (Loss) (2020.96) (1031.27)

Prior Period Expenses 0.75 (1.05)

Prior Period Income 0.44 (0.94)

Adjusted Net Profit / (Loss ) (2019-77) (1033.26)

It has been yet another difficult year for the sustenance although your hospital continued to retain the performance level as in the previous period. Inspite of heavy pressure on margins, your hospital continue to maintain its performance level for the period under review. In view of adverse situation and general recessionary trend in economy, the company could not avoid posting negative results. The focussed , friendly and personalised services to the patients continued to be the primary motto of the hospital. Malar Heart Foundation of Malar Hospitals Limited maintained its success stream with 99-55% in heart surgeries; other departments namely neurology, nephrology, oncology, etc also performed well for the period under review.

FINANCIAL RESTRUCTURING

Your board made a very sincere and conscious attempt to restructure the financial activities. The much sought after One Time Settlement proposal mooted by the financial institutions could not be successful during the past two years as there was dis-agreement between Indian Bank, the consortium member and other Financial Institutions.

Consequent upon recalling their loan amounts (Principle and Interest Component) IDBI, IFCI, ICICI and Indian Bank have filed suits in Debt Recovery Tribunal, Chennai / High Court, Mumbai.

Your directors without losing hopes once again put in their efforts and financial institutions responded with a revised package for the One Time Settlement Proposal. As per the revised package the negotiated amount of OTS payable to ICICI, IDBI and IFCI stands at Rs. 17.53 crores, of which your company has already made repayment of Rs. 3 crores as on date. You may kindly observe that the Financial Institutions are agreeable for a substantial portion of the interest dues and the same will be written back if your company makes the entire payment on or before 31.12.2000 as stipulated by the Financial Institutions.

With a view to attach significance to other allied activities, your hospital very recently constructed an auditorium inside the hospital complex so as to enable the consultants to have meaningful interaction on their profession. A nursing school is also likely to be established to impart training in nursing.

DIRECTORS

Prof.S.Kameswaran, Prof.Arcot Gajaraj and Shri. S.Thyagarajan are the directors who retire by rotation at the forthcoming Annual General Meeting and are eligible for re- appointment.

Y2K COMPLIANCE

On account of effective steps taken, the company did not face any problem relating to Y2K front.

NOMINATION

As per section 109 A and 109 B of the Companies Amendment Act, 1999 the shareholders of the company can nominate their successors. Shareholders may contact the registered office for obtaining nomination form, if necessary.

DEPOSITORY SERVICES

The Securities Exchange Board of India ( SEBI ) vide its circular no. SMDRP / POLICY / CIR - 23/2000 dated 29.05.2000 decided that your companys shares should be compulsorily traded in dematerialised form with effect from 25.09-2000. Your company has already entered into an agreement with the National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) in this regard. You may also kindly note that Cameo Corporate Services Ltd. have been appointed as Electronic Connectivity Provider for the purpose of providing connectivity with NSDL and CDSL.

AUDITORS

M/s K.Gopalan & Co., Chartered Accountants, the Companys Auditors retire at the forthcoming Annual General Meeting and are eligible for re-appointment.

PARTICULARS OF EMPLOYEES AS PER SECTION 217 (2A) OF THE ACT FORMS PART OF THIS REPORT

None of the employees draw a salary exceeding the limit prescribed under Section 217C2A) of the Companies Act, 1956.

TECHNOLOGY ABSORPTION

As in the previous years the hospital, continues to absorb latest technology in Radiology, Neurology, Caridology, Nephrology, etc.

FOREIGN EXCHANGE EARNINGS AND OUTGO :

Amounts received from foreign patients Rs.9,75,372

Foreign Exchange Outgo Rs.l, 19,343

ACKNOWLEDGEMENT:

Your company is grateful for the co-operation and assistance extended by the Financial Insititutions, Banks and Government of Tamil Nadu. The board also wishes to place on record its appreciation of the dedicated service of our consultants, employees and other members of the hospital.

By Order of the Board

Place : Chennai Dr. S. RAMAMURTHY

Date : 23-08.2000 Chairman & Mg. Director

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