Mar 31, 2025
(b) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of '' 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(e) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:
For the period of five years immediately preceding the date of the balance sheet, there were no share allotment made for consideration other than cash and also no bonus shares were issued. Further, there has been no buyback of shares during the period of five years preceding the date of balance sheet.
23.2 Clinical establishment fees:
Represents amount paid towards various services such as providing, maintaining and operating the Clinical Establishment (including infrastructure, fixtures and fittings etc.), out-patient department services, radio diagnostic services and other ancillary services provided by Fortis Health Management Limited to the Company in accordance with their agreement. Also refer note 24 and 27.
a. The Company does not have any long-term commitments / contracts including derivative contracts for which there will be any material foreseeable losses.
b. The Company does not have any commitments on account of capital item purchases.
c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
26 CONTINGENT LIABILITIES AND OTHER CLAIMS
|
A. Contingent liabilities |
||
|
Particulars |
Year ended March 31, 2025 (? in Lakhs) |
Year ended March 31, 2024 (? in Lakhs) |
|
Claims against the Company not acknowledged as debts (in respect of compensation claims by the patients / their relatives). (refer note 2 below) |
649.40 |
670.99 |
|
Sales tax related matters (refer note 1 below) |
254.93 |
254.93 |
|
Income tax |
150.61 |
- |
|
Goods and Service Tax (GST) |
4.82 |
- |
1. On May 28, 2020, the High Court of Judicature at Madras ("High Court") has pronounced a common order on the liability to pay Value Added Tax (VAT) under the provisions of Tamil Nadu Value Added Tax Act, 2006 on the stents, valve, x-ray etc. (except medicine) used while treating their in-house patients. High Court directed reply to be filed to notice, on the other hand has concluded on VAT applicability on prosthetics and implants. The said order pronounced disposes the writ petitions filed by the Company in 2012 against notices for proposal of revising the assessment order for assessment years from 2008-09 to 2011-12 issued by the Assistant Commissioner (CT) wherein an amount of '' 254.93 Lakhs ('' 73.37 Lakhs pertaining to implants) has been proposed to demanded on January 31, 2012. Against the said order, the Company has filed Writ Appeals with the Division Bench of the Madras High Court on October 16, 2020. The Company, based on legal advice, believes that the possibility of negative outcome is remote and accordingly, no adjustments are made in the standalone financial statements.
2. These claims are pending with various Consumer Disputes Redressal Commissions and the Company has been advised by the legal counsel that there may not be any likely liability in respect of these matters and accordingly no provision has been recognised in these standalone financial statements.
B. Claims not assessed as contingent liabilities, unless otherwise stated:
1. The Company has given certain warranties/ indemnities pursuant to Business Transfer Agreement ("BTA") entered with MGM Healthcare Private Limited ("MGM") for Sale of business (also refer note 27) wherein all the claim against such warranties/indemnities under BTA shall not exceed 100% of the final purchase consideration. As at March 31, 2025, the Company has not received any claim against such warranties/indemnities from MGM. Management believes that it has fulfilled all the obligitations and accordingly there are no claims against such warranties/indemnities from MGM in relation to the BTA as on the date of signing of these financial statements.
2. In earlier year, Supreme Court vide their judgement dated February 28, 2019 on Provident fund has interpreted that basic wages would include certain allowances. The Company has evaluated implications arising out of the Supreme Court judgement. Based on legal advice, the Company believes that retrospective application of the above judgement by PF authorities is remote. Accordingly, no provision has been recorded in the standalone financial statements. The Company would continue to evaluate the provision required in the books based on further clarifications from the authorities.
3. During current year, the Company has received show cause notices totaling to '' 22,535.42 Lakhs from GST authority for the period July, 2017 to March, 2024, wherein they had proposed to levy GST on various items including depreciation, employee salaries, exempt healthcare services, interest expenses, trade payables, etc., on which either GST is not leviable or on which GST had already been paid and also GST authority had proposed to disallow GST input tax credit, which had never been claimed by the Company. Subsequent to issuance of show cause notice, Company has received adjudication order against show cause notice for the period July, 2017 to March, 2018, whereby as against proposed demand of '' 3054.91 Lakhs, demand has been raised for '' 4.82 Lakhs. The Company has preferred an appeal against the order. Regarding the show cause notices for the balance period, the Company believes that based on management assessment, view of leading tax consultant and adjudication order of the period July, 2017 to March, 2018, the said show cause notices are not tenable and have been issued without giving any basis thereto and should not sustain. The Company has strongly objected to the said show cause notices and has filed appropriate replies thereto. Accordingly, any exposure on account of these matters is considered remote.
The Company operated its healthcare business from Fortis Malar Hospital situated at Adyar Chennai ("Malar Hospital / undertaking"). It had "Hospital and Medical Services Agreement" ("HMSA") with Fortis Health Management Limited ("FHML") w.r.t. rendering of certain medical and healthcare services in the hospital premises (including right to use of the hospital building). The hospital building owned by FHML has certain ongoing litigations and issues pertaining to regularisation. These legacy issues gave rise to certain challenges for the Company and constrained further investments into the facility. The circumstances accentuated the need to divest the undertaking as a viable and prudent option in the interest of stakeholders.
Accordingly, during the previous year, the Company had entered into Business Transfer Agreement ("BTA") with MGM Healthcare Private Limited ("MGM") for the sale of its business operations pertaining to Malar Hospital, as a going concern, on a slump sale basis, for a sale consideration of '' 4,571.58 Lakhs, on such terms and conditions as contained in BTA ("slump sale transaction"). The transaction was an all-cash deal.
As per BTA, the undertaking along with all related assets and liabilities (refer table below) stands transferred and vested in MGM from February 01, 2024. Further, the HMSA with FHML was automatically terminated post this transaction. Accordingly, the Company is no longer associated with the hospital building and related uncertainties such as pending regularisation and ongoing litigations related thereto.
Malar hospital which used to provide healthcare services was the only cash generating units (CGU) for the Company and it did not qualify as a component of the Company as per Ind AS 105, and therefore it was not been classified as a discontinued operation on disposal.
The Company had recorded net gain of '' 4,721.54 Lakhs in the previous year, which was shown as an exceptional item in the Statement of Profit and Loss for the year ended March 31, 2024.
28 The Board of Directors of the Company in its meeting held on April 12, 2024 declared an interim dividend of Rupees 40 per equity share (400% of face value of Rupees 10 per share) for the previous year. The dividend was paid to members. whose names appear in the register of members of the Company and as beneficial owner in the depositories, as on the record date fixed for the purpose i.e., April 23, 2024. This resulted in net cash outflow of Rupees 7,496.70 lacs (including tax deducted at source).
Further, the Board of Directors of the Company at its meeting held on May 17, 2024, recommended a final dividend of Rupees 2.50 per equity share (25% of face value of Rupees 10 per share) of the Company for the previous year. Subsequently, the proposed dividend has been approved by the shareholders of the Company in the Annual General Meeting (AGM) of the Company held on July 31, 2024. The dividend was paid to members whose names appear in the register of members of the Company and as beneficial owners in the depositories, as on the record date fixed for the purpose i.e., July 24, 2024. This resulted in net cash outflow of Rupees 468.54 lacs (including tax deducted at source)
29 EMPLOYEE BENEFITS(I) Defined contribution plan
The Company''s contribution towards its Provident Fund Scheme and Employee State Insurance Scheme are defined contribution retirement plan for qualifying employees. The Company''s contribution to the Employees Provident Fund is deposited with Provident Fund Commissioner which is recognised by the Income Tax authorities.
The Company recognised '' 0.04 Lakhs (Previous year '' 73.19 Lakhs) for Provident Fund and Employee State Insurance Contribution in the Statement of Profit and Loss. The Contribution payable to the plan by the Company is at the rate specified in rules to the scheme.
The Company has a defined benefit gratuity plan, where under employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn basic salary) for each completed year of service and is not subjected to limit in terms of the provisions of Payment of Gratuity Act, 1972. Vesting occurs upon completion of 5 years of service. The Company does not have any employee on its payroll as at March 31, 2025. Accordingly, the Company does not have any defined benefits obligation as at March 31,2025.
*Based on India''s standard mortality table with modification to reflect the expected changes in mortality / others
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
Significant actuarial assumption for the determination of the defined obligation are discount rate, expected salary escalation rate and withdrawal rate. The sensitivity analyses below have been determined by the actuarial based on reasonably possible changes of the respective assumption occurring at the end of the reporting period, while holding all other assumptions constant.
*Consequent to the business sale transaction (refer note 27) in the previous year , the HMSA with FHML was deemed to be terminated. Also, the lease agreement for nurse hostel had terminated. Accordingly, Company had recognised net gain on derecognition of such leases amounting to '' 1,071.09 Lakhs (derecognition of right of use assets amounting to '' 2,889.68 Lakhs and derecognition of lease liabilities amounting to '' 3,960.77 Lakhs) as ''Exceptional item'' (refer note 37) in the previous year ended March 31, 2024.
The capital structure of the Company consists of total equity of the Company.
The Company is not subject to any externally imposed capital requirements.
The Company''s Board reviews the capital structure of the Company on need basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital.
Amongst other things, the Company''s objective for capital management is to ensure that it maintains stable capital management.
(II) Financial Risk management framework
The Company''s Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks including market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.
The Board of Directors manages the financial risk of the Company through internal risk reports which analyse exposure by magnitude of risk.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and loans and advances .
The carrying amounts of financial assets represent the maximum credit risk exposure.
Refer note 8 of the financial statements for carrying amount and maximum credit risk exposure for cash and cash equivalents. Cash & cash equivalents and other bank balances
The Company holds cash and bank balances as disclosed in note 8 and 9. The cash and cash equivalents and other bank balances are held with banks, which have high credit ratings assigned by credit-rating agencies.
The Company considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.
The Company uses a similar approach for assessment of ECLs for cash and cash equivalents to those used for debt securities. Market Risk
The Company is not exposed to market risk.
The Company is not exposed to interest rate risk.
Ultimate responsibility for liquidity risk management rests with the board of directors, however the Company does not have significant funding requirement as the Company currently does not have any revenue generating activities. The Company believes that it has sufficient cash and bank balances to settle its financial obligations as and when they fall due.
The following assumptions / methods were used to estimate the fair value:
(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short-term maturities of these instruments.
There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31,2025 and March 31,2024.
*excludes investment in subsidiaries of '' 5.00 Lakhs (Previous year '' 5.00 Lakhs) which are shown at carrying value in balance sheet as per Ind AS 27 "Separate Financial Statements".
Financial instruments measured at amortised cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
a) '' 2,800 Lakhs was given for meeting its working capital/ general corporate requirements. This loan was repayable on or before July 08, 2023 and the Company has an option to recall this loan at any time after six months from drawdown, i.e. any time after February 09, 2021. This loan was repaid on July 10, 2023.
b) '' 4,000 Lakhs was given for meeting its working capital / corporate requirement . This loan was repayable on or before 2 years from the date of drawdown i.e., February 22, 2024 and the Company has option to recall this loan post disbursement after giving one month prior written notice to the borrower. This loan was repaid on February 22, 2024.
36 CORPORATE SOCIAL RESPONSIBILITY
As per section 135 of the Companies Act, 2013 and rules therein, the Company is required to spend at least 2% of average net profit of preceding three years towards Corporate Social Responsibility (CSR). However the Company doesn''t meet the threshold defined under the section 135 of the Companies Act, 2013.
The above analysis includes ratios which can be computed in the current or previous year basis operation of the Company 39 ADDITIONAL REGULATORY INFORMATION
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
40 In light of the acquisition of the controlling stake of FHL by Northern TK Venture Pte Limited ("NTK") a wholly owned subsidiary of IHH Healthcare Berhad, Malaysia, a mandatory open offer got triggered for acquisition by NTK of up to 4,894,308 fully paid up equity shares of face value of '' 10 each in the Company, representing 26% of the paid-up equity shares of the Company at a price of '' 60.10 per share ("Malar Open Offer") in December 2018. However, in view of order dated December 14, 2018 passed by Hon''ble Supreme Court wherein it was specified that status quo with regard to sale of the controlling stake in Fortis Healthcare Limited to IHH Healthcare Berhad, Malaysia be maintained, the Mandatory Open offer was kept in abeyance. The Hon''ble Supreme Court has disposed of the petitions with certain directions to the Hon''ble High Court of Delhi. Malar Open offer continues to be in abeyance an on date. From publicly available information, it is learnt that SEBI had advised NTK to proceed with the Fortis Open Offer and the Malar Open Offer after obtaining an appropriate order from the Hon''ble High Court of Delhi.
During the current year, the Company has declared an interim dividend of '' 40 per equity share (400% on face value of '' 10 per share) on 12 April 2024and final dividend of Rs. 2.50 per equity share (25% of face value of INR 10 per share) on July 31, 2024. Pursuant to such declaration of interim and final dividend and in terms of Regulation 8(9) of the SEBI (SAST) Regulations, NTK and Persons Acting in Concert (PACs) have decided to adjust the Malar Open offer price from '' 60.1 to '' 17.60 per share ("Adjusted Malar offer price").
41 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS PER MSMED ACT, 2006
As per the requirement of the MSMED Act, 2006, the following disclosure have been provided below. The disclosure in respect of the amounts payable to such enterprises as at March 31,2025 has been made in the financial statements based on information received and available with the Company.
The Company has been primarily engaged in only one business namely in the health care services. Accordingly, the Company does not have multiple segments and these standalone financial statements are reflective of the information required by the Ind AS 108 . The Company''s operations are entirely domiciled in India and as such all its non-current assets are located in India. Also refer note 27 for the slump sale of business during the previous year.
Malar Star Medicare Limited, the subsidiary company, has initiated the process to convert itself into a 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. This strategic move aims to align the Company''s operations with its objectives of promoting research and development. The conversion process is being carried out in compliance with the relevant rules and regulations, including the provisions of Rule 21 and 22 of the Companies (Incorporation) Rules, 2014. The application is pending for approval before Ministry of Corporate Affairs.
Mar 31, 2024
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of resource embodying economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.
A provision for onerous contracts is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the
contract, which is determined based on the incremental costs of fulfilling the obligation under the contract and an allocation of other costs directly related to fulfilling the contract. Before a provision is established, the Company recognises any impairment loss on the assets associated with that contract (also see Note 3.6(ii)).
Revenue primarily comprises fees charged under contract for inpatient and outpatient hospital services and also includes sale of medical and non-medical items. Hospital services include charges for accommodation, medical professional services, equipment, radiology, laboratory and pharmaceutical goods used in treatments given to patients. Contracts with customers could include promises to transfer multiple services/ products to a customer. The Company assesses the product/ services promised in a contract and identifies distinct performance obligation in the contract. Revenue for each distinct performance obligation is measured to at an amount that reflects the consideration which the Company expects to receive in exchange for those products or services and is net of tax collected from customers and remitted to government authorities such as Goods and Service Tax (GST) and applicable discounts and allowances including claims. Further, the Company also determines whether the performance obligation is satisfied at a point in time or over a period of time. These judgments and estimations are based on various factors including contractual terms and historical experience.
Revenue from hospital services is recognised as and when services are performed.
Revenue includes only those sales for which the Company has acted as a principal in the transaction, takes title to the products, and has the risks and rewards of ownership, including the risk of loss for collection, delivery and returns. Any revenue transaction for which the Company has acted as an agent or broker without assuming the risks and rewards of ownership have been reported on a net basis.
Excess of revenue earned over billings on contracts is recognised as unbilled revenue. Unbilled revenue is classified as Trade receivables when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms. Unearned and deferred revenue ("contract liability") is recognised as other current liability when there is billings in excess of revenues.
Other operating revenue comprises revenue from various ancillary revenue generating activities like maintenance agreements and academic services. The revenue in respect of such arrangements is recognised as and when services are performed.
I ncome from export benefit schemes, included in other operating revenue, is recognised on accrual basis as and when eligible services are performed and convertible foreign exchange is received on a net basis to the extent it is certain that economic benefits will flow to the Company.
Dividend income is recognised in profit or loss on the date on which the Company''s right to receive payment is established. Interest income or expense is recognised using the effective interest method.
The ''effective interest rate'' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
I n calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.
The Company has applied Ind AS 116 using the modified retrospective approach from April 01, 2019. Accordingly, the Company has recognised a lease liability at the date of initial application, at the present value of the remaining lease payments discounted using the incremental borrowings rate at the date of initial application, recognised right-of-use asset at the date of initial application equals to the lease liability recognised.
At inception of a contract, the Company assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange of an identified asset, the Company uses the definition of a lease in Ind AS 116.
The Company accounts for each lease component within the contract as a lease separately from nonlease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.
The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the Company''s incremental borrowing rate. The Company determines its incremental borrowing rate by obtaining interest rates from various external financing sources that reflects the terms of the lease and type of the asset leased.
The lease payments shall include:
- fixed payments, including in substance fixed payments;
- variable lease payments that depend on an index or rate, initially measured using the index or rate as at the commencement date;
- amounts expected to be payable under a residual value guarantee; and
- the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Company is reasonably certain not to terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company''s estimate of the amount expected to be payable under a residual value guarantee, if the Company changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in -substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The Company presents right-of-use assets and lease liabilities separately on the face of the balance sheet.
(ii) Short term leases
The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less. The lease payments associated with these leases are recognised as an expense on a straight-line basis over the lease term.
Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other comprehensive income. i. Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering
the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously. ii. Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax is not recognised for:
- temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss at the time of the transaction;
- temporary differences related to investments in subsidiaries to the extent that the Company is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future;
Temporary differences in relation to a right-of-use asset and a lease liability for a specific lease are regarded as a net package (the lease) for the purpose of recognising deferred tax.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Company recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised. Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.
Basic earnings per share is calculated by dividing:
⢠the profit/ (loss) attributable to owners of the Company
⢠by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year.
Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
⢠the after-income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
⢠t he weighted average number of additional equity
shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the standalone financial statements.
Contingent assets
Contingent asset is not recognised in standalone financial statements since this may result in the recognition of income that may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a contingent asset and is recognised.
Provisions, contingent liabilities and contingent assets are reviewed at each Balance Sheet date.
Cash and cash equivalent in the balance sheet comprise cash at banks and on hand and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company''s cash management.
Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated. The Company considers all highly liquid investments that are readily convertible to known amounts of cash to be cash equivalents.
A discontinued operation is a component of the Company''s business, the operations and cash flows of which can be clearly distinguished from the rest of the Company and which:
- represents a separate major line of business or geographic area of operations;
- i s part of a single co-ordinated plan to dispose of a separate major line of business or geographic area of operations; or
- i s a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs at the earlier of disposal or when the operation meets the criteria to be classified as held-for-sale.
When an operation is classified as a discontinued operation, the comparative statement of profit and loss is re-presented as if the operation had been discontinued from the start of the comparative year.
Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2024, MCA has not notified any new standards or amendments to the existing standards that are applicable to the Company.
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.
The amount that can be distributed by the Company as dividends to its equity shareholders. It also includes remeasurements of defined benefit liability /(asset) which comprises actuarial gains and losses and return on plan assets (excluding interest income). c Dividends
The Company has neither declared nor paid any dividend during the current and previous year.
A The board of directors of the Company in its meeting held on April 12, 2024 have declared an interim dividend of '' 40 per
equity share (400% on face value of '' 10 per share) for the current year. The dividend was paid to members whose names appear in the register of members of the Company and as beneficial owners in the depositories, as on the record date fixed for the purpose i.e., April 23, 2024. This resulted in net cash outflow of '' 7,496.70 Lakhs (including tax deducted at source). The interim dividend has not been accounted as liability in this standalone financial statements.
B The Board of Directors of the Company at its meeting held on May 17, 2024, has proposed a final dividend of '' 2.50 per
equity share.
Note:
1. On May 28, 2020, the High Court of Judicature at Madras ("High Court") has pronounced a common order on the liability to pay Value Added Tax (VAT) under the provisions of Tamil Nadu Value Added Tax Act, 2006 on the stents, valve, x-ray etc. (except medicine) used while treating their in-house patients. High Court directed reply to be filed to notice, on the other hand has concluded on VAT applicability on prosthetics and implants. The said order pronounced disposes the writ petitions filed by the Company in 2012 against notices for proposal of revising the assessment order for assessment years from 2008-09 to 2011-12 issued by the Assistant Commissioner (CT) wherein an amount of '' 254.93 Lakhs ('' 73.37 Lakhs pertaining to implants) has been proposed to demanded on January 31,2012. Against the said order, the Company has filed Writ Appeals with the Division Bench of the Madras High Court on October 16, 2020. The Company, based on legal advice, believes that the possibility of negative outcome is remote and accordingly, no adjustments are made in the standalone financial statements.
2. These claims are pending with various Consumer Disputes Redressal Commissions and the Company has been advised by the legal counsel that there may not be any likely liability in respect of these matters and accordingly no provision has been recognised in these standalone financial statements.
157 slump sale transaction
The Company operated its healthcare business from Fortis Malar Hospital situated at Adyar Chennai ("Malar Hospital / undertaking"). It had "Hospital and Medical Services Agreement" ("HMSA") with Fortis Health Management Limited ("FHML") w.r.t. rendering of certain medical and healthcare services in the hospital premises (including right to use of the hospital building). The hospital building owned by FHML has certain ongoing litigations and issues pertaining to regularisation. These legacy issues gave rise to certain challenges for the Company and constrained further investments into the facility. The circumstances accentuated the need to divest the undertaking as a viable and prudent option in the interest of stakeholders.
Accordingly, during current year, the Company entered into Business Transfer Agreement ("BTA") with MGM Healthcare Private Limited ("MGM") for the sale of its business operations pertaining to Malar Hospital, as a going concern, on a slump sale basis, for a sale consideration of '' 4,571.58 Lakhs, on such terms and conditions as contained in BTA ("slump sale transaction"). The transaction was an all-cash deal.
As per BTA, the undertaking along with all related assets and liabilities (refer table below) stands transferred and vested in MGM from February 01, 2024. Further, the HMSA with FHML was automatically terminated post this transaction. Accordingly, the Company is no longer associated with the hospital building and related uncertainties such as pending regularisation and ongoing litigations related thereto.
Malar hospital which used to provide healthcare services was the only cash generating units (CGU) for the Company and it does not qualify as a component of the Company as per Ind AS 105, and therefore it is not been classified as a discontinued operation on disposal.
The Company has recorded net gain of '' 4,721.54 Lakhs which is shown as an exceptional item in the Statement of Profit and Loss for the year ended March 31,2024.
The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the scheme. The Company''s contribution to Provident Fund aggregating '' 73.19 Lakhs (Previous year: '' 92.70 Lakhs) has been recognised in the Standalone Statement of Profit and Loss under the head Employee Benefits Expense
The Company has a defined benefit gratuity plan, where under employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn basic salary) for each completed year of service and is not subjected to limit in terms of the provisions of Payment of Gratuity Act, 1972. Vesting occurs upon completion of 5 years of service.
The Company''s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. It sets the amount of capital required on the basis of annual business and longterm operating plans which include capital and other strategic investments. The funding requirements are met through equity. Also refer note 46.
The Company has exposure to the following risks from its use of financial instruments:
- Credit risk
- Liquidity risk
The Company manages financial risk relating to the operations through internal risk reports which analyse exposure by degree and magnitude of risk. These risks include market risk (including interest rate risk and other price risk), credit risk and liquidity risk. The focus of the chief operating decision maker (CODM) is to assess the unpredictability of the financial environment and to mitigate potential adverse effects, if any, on the financial performance of the Company.
The Company does not enter into or trade financial instruments including derivative financial instruments for speculative purpose.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company''s receivables from customers and loans and advances. The carrying amounts of financial assets represent the maximum credit risk exposure.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of patients to which the Company grants credit terms in the normal course of business. The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of the Company''s trade receivables, certain loans and advances and other financial assets.
The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and country in which the customer operates, also has an influence on credit risk assessment.
Exposures to customers outstanding at the end of each reporting period are reviewed by the Company to determine incurred and expected credit losses. Given that the macro economic indicators affecting customers of the Company have not undergone any substantial change, the Company expects the historical trend of minimal credit losses to continue. Further, management believes that the unimpaired amounts that are past due by more than 90 days are still collectible in full except to the extent already provided, based on historical payment behavior and extensive analysis of customer credit risk. The impairment loss at the reporting dates related to several patients that have defaulted on their payments to the Company and are not expected to be able to pay their outstanding balances, mainly due to economic circumstances.
The Company determines credit risk based on a variety of factors including but not limited to the age of the receivables, cash flow projections and available press information about patients. In order to calculate the loss allowance, loss rates are calculated using a ''roll rate'' method based on the probability of a receivable progressing through successive stages of delinquency through write-off. Roll rates are calculated separately for exposures in different stages of delinquency primarily determined based on the time period for which they are past due.
The Company holds cash and bank balances of '' 10,610.52 Lakhs at March 31, 2024 (March 31, 2023: '' 730.62 Lakhs). The credit worthiness of such banks and financial institutions are evaluated by the management on an ongoing basis and is considered to be good.
c. Security deposits
This balance is primarily constituted by deposit given in relation to leasehold premises occupied by the Company for carrying out its operations. The Company does not expect any losses from non-performance by these counter-parties. Further, the Company has transferred its security deposit balance as part of the slump sale transaction (refer note 35) and does not have any amount outstanding as at March 31,2024.
d. Advance to employees
This balance is primarily constituted by advances given to the employees. The Company does not expect any losses from non-performance by these counter-parties as the amounts are recoverable by salary deductions. Further, the Company has transferred its advance to employees balance as part of the slump sale transaction (refer note 35) and does not have any amount outstanding as at March 31, 2024.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation. The Company consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due.
There are no financial assets and financial liabilities that are measured at fair value on a recurring basis.
The management considers that the carrying amount of all the financial asset and financial liabilities that are not measured at fair value in the standalone financial statements approximate the fair values and, accordingly, no disclosures of the fair value hierarchy is required to be made in respect of these assets/liabilities.
As per section 135 of the Companies Act, 2013, a Company, meeting the applicable threshold, needs to spend at least 2% of its average net profits for the immediately preceding three financial years on CSR activities. The Company does not meet the applicable thresholds both in the year ended March 31, 2024 and March 31, 2023, accordingly, the Company has not spent any such amounts in both these years.
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii) The Company had been sanctioned working capital limits in excess of five Crores rupees in aggregate from banks and financial institutions on the basis of security of current assets. Accordingly, it filed quarterly returns or statements of current assets with banks and financial institutions.
(ix) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(x) The Company has complied with the number of layers prescribed under the Companies Act, 2013.
(xi) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
48. In light of the acquisition of the controlling stake of FHL by Northern TK Venture Pte Limited ("NTK") a wholly owned subsidiary of IHH Healthcare Berhad, Malaysia, a mandatory open offer got triggered for acquisition by NTK of up to 4,894,308 fully paid up equity shares of face value of '' 10 each in the Company, representing 26% of the paid-up equity shares of the Company at a price of '' 60.10 per share ("Malar Open Offer") in December 2018. However, in view of order dated December 14, 2018 passed by Hon''ble Supreme Court wherein it was specified that status quo with regard to sale of the controlling stake in Fortis Healthcare Limited to IHH Healthcare Berhad, Malaysia be maintained, the Mandatory Open offer was kept in abeyance. The Hon''ble Supreme Court has disposed of the petitions with certain directions to the Hon''ble High Court of Delhi. Malar Open offer continues to be in abeyance an on date. From publicly available information, it is learnt that SEBI had advised NTK to proceed with the Fortis Open Offer and the Malar Open Offer after obtaining an appropriate order from the Hon''ble High Court of Delhi. In view of the same, NTK is obtaining advice from legal counsel.
During the current year, the Company has declared an interim dividend of '' 40 per equity share (400% on face value of '' 10 per share) on April 12, 2024. Pursuant to such declaration of dividend and in terms of Regulation 8(9) of the SEBI (SAST) Regulations, NTK and Persons Acting in Concert (PACs) have decided to adjust the Malar Open offer price from '' 60.1 to '' 20.1 per share ("Adjusted Malar offer price").
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company''s other components, and for which discrete financial information is available. All operating segments'' operating results are reviewed regularly by the Company''s Director to make decisions about resources to be allocated to the segments and assess their performance.
The Company has been primarily engaged in only one business namely in the health care services. The entity''s chief operating decision maker considers the Company as a whole to make decisions about resources to be allocated to the segment and assess its performance. Accordingly, the Company does not have multiple segments and these standalone financial statements are reflective of the information required by the Ind AS 108 . The Company''s operations are entirely domiciled in India and as such all its non-current assets are located in India. Also refer note 35 for the slump sale of business during the year.
~5o7 subsequent events
There are no subsequent events other than those disclosed in the standalone financial statements that have occurred after the reporting period till the date of approval of these standalone financial statements.
As per our report of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants Fortis Malar Hospitals Limited
Firm''s Registration No. 101248W/W-100022 CIN: L85110PB1989PLC045948
Harsh Vardhan Lakhotia Richa Singh Debgupta Chandrasekar R
Partner Director Whole Time Director
Membership No.: 222432 DIN : 08891397 DIN : 09414564
Place : Kolkata Place : Bengaluru
Srishty Yogendra Kumar Kabra
Company Secretary Chief Financial Officer
Membership No.: ACS 62933
Place : Chennai Place : Gurugram Place : Chennai
Date: May 17, 2024 Date: May 17, 2024
Mar 31, 2018
1) Nature of operations
Fortis Malar Hospitals Limited (the âCompanyâ) was incorporated in the year 1989 to set up, manage and operate a multi-specialty hospital and the Company is a subsidiary of Fortis Hospitals Limited and Fortis Healthcare Limited is the Ultimate Holding Company. The Company has its state of the art Hospital facility in Chennai. Also Refer Note 51.
2) Statement of Compliance
The financial statements of the Company have been prepared in accordance with IND AS notified under the Companies (Indian Accounting Standards) Rules, 2015 to comply with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (to the extent notified and applicable). The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.
2.1 Standards issued but not yet effective:
In March 2018, the Ministry of Corporate Affairs issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, notifying Ind AS 115, âRevenue from Contractsâ and amendments to Ind AS 21, Foreign currency transactions and advance consideration.
a) Amendment to Ind AS 21:
On March 28, 2018, Ministry of Corporate Affairs (âMCAâ) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. The amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the financial statements and the impact is not material.
b) Notification of Ind AS 115:
On March 28, 2018, Ministry of Corporate Affairs (âMCAâ) has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Further the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entityâs contracts with customers. The effect on adoption of Ind AS 115 is expected to be insignificant.
5(b) Intangible Assets Under Development
Intangible Assets Under Development includes cost of development of software paid to M/s.Healthfore Technologies Rs. 72,15,569 (Previous year Rs. 60,15,570). Also Refer Note 33.
The average credit period is 30 days. No overdue interest is charged. Of the trade receivables balance as at March 31, 2018, ''5,01,52,236 is due from 3 third party service providers, 2 Government customers and 1 international customer. There are no other customer dues that represent more than 5% of the total balance of trade receivables.
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows.
During the year ended 31 March 2018, 20,000 Equity Shares of Rs. 10 each at a premium of Rs. 16.20 each were allotted to eligible employees under the Company''s Employees Stock Option Scheme (ESOP). The balance outstanding employee stock options as at 31 March 2018 is 140,000. (Refer Note (e) below)
(b) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(e) As at 31 March 2018, 140,000 equity shares (As at 31 March 2017 160,000 equity shares) of Rs. 10 each were reserved towards outstanding employee stock options granted / available for grant. (Refer Note 37).
(f) Refer Note 51 for equity shares that are issuable upon the Composite scheme of Arrangement and Amalgamation becoming effective.
Discounts and deductions amounting to Rs. 63,45,264 (Year Ended March 31, 2017- Rs. 1,30,16,710) are netted against Sale of In-Patient and Out-Patient Services.
3. Represents amount paid towards various services such as providing, maintaining and operating the Clinical Establishment (including infrastructure, fixtures and fittings etc.), out-patient department services, radio diagnostic services and other ancillary services provided by Fortis Health Management Limited to the Company in accordance with the agreement. Also refer Note 33
1. The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31 March 2018 and 31 March 2017 there are no further amounts payable to / receivable from them, other than as disclosed above.
2. Also Refer Note 43 for transactions entered with RWL Healthworld Limited and Note 51 for proposed scheme of Composite scheme of Arrangement and Amalgamation with SRL Limited.
4. Leases
Assets taken on Operating Lease:
The Group has operating lease agreements primarily for medical equipments and office/nursing accommodation etc., the lease terms of which are for a period ranging between 11 months to 15 years. During the year ended March 31, 2018, an amount of Rs. 16,111,453 (March 31, 2017 - Rs. 15,117,086) was paid towards lease rentals and other charges for the office space/nursing accommodation and Rs. 212,013,065 (March 31, 2017 - Rs. 200,316,786) towards Clinical Establishment Fee (including variable fee).
The above claims are pending with various Consumer Disputes Redressal Commissions and the Company has been advised by the legal counsel that there may not be any likely liability in respect of these matters and accordingly no provision has been recognized in these financial statements.
5. Employee Stock Option Plan
Employees (including senior executives) of the Company and its Subsidiary receive remuneration in the form of share based payment transactions, whereby employees render services as consideration for equity instruments (equity-settled transactions).
Malar Employee Stock Option Plan 2008 (Scheme) was approved by the board of directors of the Company on 31st July 2008/28th May 2009 and by shareholders in the annual general meeting held on 29th September, 2008 /21st August 2009. The following are some of the important conditions to the scheme: The details of activity under the Plan have been summarized below:
Vesting Plan:
- 25% of the option shall vest on the completion of 12 months from the grant date.
- 25% of the option shall vest on the completion of 24 months from the grant date.
- 25% of the option shall vest on the completion of 36 months from the grant date.
- 25% of the option shall vest on the completion of 48 months from the grant date.
Exercise Plan:
There shall be no lock in period after the options have vested. The vested options will be eligible to be exercised on the vesting date itself. Notwithstanding any provisions to the contrary in this plan the options must be exercised before the end of the tenure of the plan.
The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.
*Expected volatility has been determined considering the daily volatility of the stock prices on Bombay Stock Exchange, over a period prior to the date of grant, corresponding with the expected life of the options.
6 Employee benefits
(I) Defined Contribution Plan
The Company makes Provident Fund contributions to defined contribution plans for qualifying employees. Under the Scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the scheme. The Companyâs contribution to Provident Fund aggregating '' 91,92,358 (Previous Year: '' 84,59,699) has been recognised in the Statement of Profit and Loss under the head Employee Benefits Expense.
(II) Defined Benefit Plans
The Company has a defined benefit gratuity plan, where under employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn basic salary) for each completed year of service subject to a maximum limit of Rs. 1,000,000 in terms of the provisions of Payment of Gratuity Act, 1972. Vesting occurs upon completion of 5 years of service.
(i) The current service cost and interest expense for the year are included in the "Employee Benefit Expenses" in the statement of profit & loss under the line item "Contribution to Provident and Other Funds"
(ii) The remeasurement of the net defined benefit liability is included in other comprehensive income.
* Based on India''s standard mortality table with modification to reflect the expected changes in mortality/others
Significant actuarial assumptions for the determination of defined obligation are discount rate, expected salary increase rate and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period while holding all other assumptions constant:
(i) If the discount rate is 50 basis point higher (lower) the defined benefit obligation would decrease by Rs. 1,365,000 (increase by Rs. 1,471,000) (As at March 31, 2017 ; decrease by Rs. 1,412,000 (increase by Rs. 1,307,000).
(ii) If the expected salary growth rate increase/(decreases) by 1% the defined benefit obligation would increase by Rs. 3,029,000 (decrease by Rs. 2,657,000) (As at March 31, 2017 ; increase by Rs. 2,904,000 (decrease by Rs. 2,537,000).
(iii) If the withdrawal rate increases/(decreases) by 5% the defined benefit obligation would decrease by Rs. 291,000 (increase by Rs. 307,000) (As at March 31, 2017 ; decrease by Rs. 470,000 (increase by Rs. 502,000).
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
(III) Financial Risk Management Framework
The Company manages financial risk relating to the operations through internal risk reports which analyse exposure by degree and magnitude of risk. These risks include market risk (including interest rate risk and other price risk), credit risk and liquidity risk. The focus of the chief operating decision maker (CODM) is to assess the unpredictability of the financial environment and to mitigate potential adverse effects, if any, on the financial performance of the Company.
The Company does not enter into or trade financial instruments including derivative financial instruments for speculative purpose.
(IV) Liquidity Risk Management
Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The objective of liquidity risk management is to maintain sufficient liquidity and ensure that funds are available for use as per requirements. The Company consistently generated sufficient cash flows from operations to meet its financial obligations as and when they fall due.
The following table details the Company''s expected maturity for its non-derivative financial assets. The table has been drawn up based on the undiscounted contractual maturities of the financial assets. The inclusion of information on non-derivative financial assets is necessary in order to understand the Company''s liquidity risk management as the liquidity is managed on a net asset and liability basis.
7. Fair Value Measurement
This note provides information about how the Company determines fair value of various financial assets and liabilities
(i) There are no financial assets and financial liabilities that are measured at fair value on a recurring basis.
(ii) Fair value of financial assets and financial liabilities that are not measured at fair value (Non-recurring):
# The tax rate used for the 2017-2018 and 2016-2017 reconciliations above is the Corporate tax rate of 30%, applicable surcharge and cess payable by corporate entities in India on taxable profits under the Indian Law.
8. During the previous year, the Company had transferred its outpatient pharmacy inventories to RWL Healthworld Limited (a group entity under common control) based on carrying value of inventories as on date of transfer (i.e. January 3, 2017).
9. Details of dues to Micro and Small Enterprises as per MSMED Act, 2006
During the period ended December 31, 2006, Government of India has promulgated an Act namely The Micro, Small and Medium Enterprises Development Act, 2006 which comes into force with effect from October 2, 2006. As per the Act, the Company is required to identify the Micro, Small and Medium suppliers and pay them interest on overdue beyond the specified period irrespective of the terms agreed with the suppliers.
*Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management and relied upon by the auditors.
10. Corporate social responsibility
During the year, the Company incurred an aggregate amount of Rs. 18,76,333/- (Previous year : 49,24,462) towards corporate social responsibility in compliance of Section 135 of the Companies Act 2013 read with relevant schedule and rules made thereunder.
The details of the CSR spend are given below:
Gross amount required to be spent by the Company during the year: Rs. 19,09,163/-
11. Order / Notice Received from CMDA
The Company had earlier applied to the Chennai Metropolitan Development Authority (CMDA) for regularization of certain deviations in the construction of the Hospital. During the previous year ended March 31, 2016, CMDA has issued an Order stating that the regularization application made by the Company has not been allowed. The Company had preferred an appeal before the Secretary to the Government of Tamil Nadu, Housing and Urban Development Authority against the said Order.
On 3 May 2016 CMDA has also served a Locking & Sealing and De-occupation Notice to the Company stating that in view of CMDA''s Order dated 18 March 2016 referred above, the construction at the site of the Hospital premises is unauthorized and has called upon the Company to restore the land to its original position within 30 days from the date of the Notice. The Company appealed to the High Court of Judicature at Madras and obtained a stay order on 02 June 2016 directing CMDA not to proceed further, till the matter is disposed. As directed by the Honâble High Court, CMDA Officials inspected the hospital premises and directed the Company to provide ramp facility for easy evacuation of patients. The Company has ramped up its fire detection and safety measures, constructed horizontal walkways and also obtained a Certificate from an independent agency on the adequacy of measures taken for fire prevention and safety.
The Company, based on legal advice, believes that the above Order / Notices issued by CMDA are contestable and the same prima facie would not result in adverse impact on itâs operations as the Company has fair chance of success in the aforesaid Appeal / writ petition.
12. Status of Composite Scheme of Arrangement and Amalgamation
The Board of Directors of the Company at its meeting held on August 19, 2016 approved the proposal for the sale of its hospital business by way of a slump sale to Fortis Healthcare Limited (FHL) pursuant to a Composite scheme of Arrangement and Amalgamation (the Scheme) between the Company, FHL and SRL Limited (âSRLâ). Further, pursuant to the said Scheme, the diagnostic business of FHL (including investments held in SRL) shall get demerged into the Company in lieu of equity shares to be issued by the Company to the shareholders of FHL. The demerger shall be followed by SRL being merged with the Company as an integral part of the same Scheme and shares of the Company to be issued to the eligible shareholders of SRL. The Board of Directors of the Company, on December 14, 2017 by way of Resolution Passed by Circulation, approved the extension of the Long Stop Date to June 30, 2018 as per the Clause 61 of the Scheme. The Court heard the matter thrice since January 2018 and the next hearing is listed on May 25, 2018. The Scheme is subject to various judicial / regulatory and other required approvals. Pending such approvals, no effect of the proposed Scheme has been given in the Standalone Financial Statements.
13. Segment Reporting
The Company has a single operating segment, namely, health care services and the information reported to the chief operating decision maker (CODM) for the purposes of resource allocation and assessment of performance focusses on this operating segment. Further the company does not have any separate geographic segment other than India. Accordingly, the amounts appearing in these financial statements relate to this operating segment.
14. Approval of Financial Statements
The financial statements were approved by the Board of Directors on May 15, 2018.
Mar 31, 2016
(ii) Shares issued during the year
During the year ended 31 March 2016, 11,250 Equity Shares of Rs. 10 each at a premium of Rs. 16.20 each were allotted to eligible employees under the Companyâs Employees Stock Option Scheme (ESOP). The balance outstanding employee stock options as at 31 March 2016 is 218,750. (Refer Note (vi) below)
(v) Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of Rs.10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in the case of interim dividend.
In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(vi) As at 31 March 2016 218,750 equity shares (As at 31 March 2015 230,000 equity shares) of Rs. 10 each were reserved towards outstanding employee stock options granted / available for grant. (Refer Note 29)
Depreciation for the year ended 31 March 2015 includes:
- Transition adjustment recorded against Surplus in the Statement of Profit and Loss - Rs. 4,783,787
- Depreciation charged to the Statement of Profit and Loss for the year ended 31 March 2015 - Rs. 27,117,598
1 Hitherto, the Company was following First-in-First-out method for valuation of inventories. Effective 1 April 2015, the Company has changed its accounting policy for Inventory valuation to Weighted Average method to align the method of accounting with that of the Holding Company. Had the Company continued with the earlier policy of valuing inventory based on the First-in-first-out method as at 31 March 2016, the Profit before Tax for the year ended 31 March 2016, as estimated by the Management, would have been higher by Rs. 773,980.
(i) Represents amount paid towards various services such as providing, maintaining and operating the Clinical Establishment (including infrastructure, fixtures and fittings etc.), out-patient department services, radio diagnostic services and other ancillary services provided by Fortis Health Management Limited to the Company in accordance with the agreement.
2 Exceptional item for the year ended March 31, 2016 amounting to Rs. 5,115,031 represents provision made by the Company for additional Bonus for financial year 2014-15 as well as for the relevant period for the financial year 2015-16, as per the Payment of Bonus (Amendment) Act, 2015.
3 Employee Benefits
The Company makes Provident Fund contributions to State administered fund for qualifying employees. The Company is required to contribute a specified percentage of the payroll costs to the Fund. The Company recognized Rs. 7,304,192 (Previous Year: Rs. 7,393,330) towards Provident Fund contributions in the Statement of Profit and Loss. The contributions payable to the fund by the Company is at rates specified in the rules of the scheme.
4 Defined Benefit Plans
The Company has a funded gratuity scheme for its employees and the Gratuity liability has been made based on the actuarial valuation done as at the year end. The details of actuarial valuation as provided by the Independent Actuary is as follows:
a) The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors. Further, the Management revisits the assumptions such as attrition rate, salary escalation etc., taking into account, the business conditions, various external/internal factors affecting the Company.
b) Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the estimated term of the obligation.
* The details of experience adjustments have been disclosed to the extent of information available.
d) The fund is 100% administered by Life Insurance Corporation of India (âLICâ). The overall expected rate of return on assets is determined based on the market prices prevailing on that date, applicable to the period over which the obligation is to be settled.
e) Actual Return on Plan Assets for the year ended 31 March 2016 - Rs. 988,000 (Previous Year: Rs. 807,000)
f) Estimated amount of contribution to the funds during the year ended 31 March, 2017 as estimated by the management is Rs. 5,416,000 (Previous Year: Rs. 3,672,000).
5 Segment Reporting
The Company is engaged in providing health care services, which in the context of Accounting Standard 17 (Segmental Information) is considered as the only business segment and the amounts appearing in the financial statements relate to this single primary business segment. As such there are no separate business and geographic reportable segments as per AS-17 âSegment Reportingâ.
The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31 March 2016 and 31 March 2015 there are no further amounts payable to / receivable from them, other than as disclosed above.
6 Employee stock option plans
The Company provides share-based payment schemes to eligible employees of the Company and its subsidiary. The relevant details of the scheme and the grant are as given below.
Malar Employee Stock Option Plan 2008 (Scheme) was approved by the board of directors of the Company on 31st July 2008/28th May 2009 and by shareholders in the annual general meeting held on 29th September, 2008 /21st August 2009. The following are some of the important conditions to the scheme:
Vesting Plan
- 25% of the option shall vest on the completion of 12 months from the grant date.
- 25% of the option shall vest on the completion of 24 months from the grant date.
- 25% of the option shall vest on the completion of 36 months from the grant date.
- 25% of the option shall vest on the completion of 48 months from the grant date.
Exercise Plan
There shall be no lock in period after the options have vested. The vested options will be eligible to be exercised on the vesting date itself. Notwithstanding any provisions to the contrary in this plan the options must be exercised before the end of the tenure of the plan.
Effective Date
The plan shall be deemed to have come in to force on the 21 August 2009 or on such other date as may be prescribed by the board of directors of the Company subject to the approval of shareholders of the company in general meeting.
The weighted average remaining contractual life for the stock options outstanding as at 31 March 2016 is 0.75 years (31 March 2015: 1.75 years). The exercise price for options outstanding at the end of the year was Rs. 26.20 (31 March 2015: Rs. 26.20).
No stock options were granted during the current year or the previous year. The weighted average fair value of stock options at the last grant date was Rs. 13.45. The Black Scholes valuation model has been used for computing the weighted average fair value considering the following inputs:
The expected life of the stock is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may also not necessarily be the actual outcome.
The Company measures the cost of ESOP using the intrinsic value method. Had the Company used the fair value model to determine compensation, its profit after tax and earnings per share as reported would have changed to the amounts indicated below:
7 Operating Leases
The Company has operating lease agreements primarily for medical equipments and office space, the lease terms of which are for a period of 11 months to 3 years. For the year ended 31 March 2016, an amount of Rs. 12,147,047 (Previous Year Rs. 7,567,421) was paid towards lease rentals and other charges for the office space. The future minimum lease payments under operating leases are as follows:
*Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the Management.
The cases are pending with various Consumer Disputes redressal Commissions. The Company has been advised by its legal counsel that it is possible, but not probable, the action will succeed and accordingly no provision for liability has been recognized in the financial statements.
8. During the year, the Company incurred an aggregate amount of Rs. 2,739,439 towards corporate social responsibility in compliance of Section 135 of the Companies Act 2013 read with relevant schedule and rules made there under. The details of the CSR spend are given below:
(i) Gross amount required to be spent by the Company during the year: Rs. 2,735,724
(ii) Amount spent by the Company during the year:
9 Order / Notice Received from CMDA
The Company had earlier applied to the Chennai Metropolitan Development Authority (CMDA) for regularization of certain deviations in the construction of the Hospital. During the current year, CMDA has issued an Order dated 18 March 2016 stating that the regularization application made by the Company has not been allowed. The Company has preferred an appeal before the Secretary to the Government of Tamil Nadu, Housing and Urban Development Authority against the said Order, which is pending disposal.
On 3 May 2016 CMDA has also served a Locking & Sealing and De-occupation Notice to the Company stating that in view of CMDAâs Order dated 18 March 2016 referred above, the construction at the site of the Hospital premises is unauthorized and has called upon the Company to restore the land to its original position within 30 days from the date of the Notice. The Company has initiated legal action by filing a writ petition before the High Court of Madras to impugn the said notice.
The Company, based on legal advice, believes that the above Order / Notices issued by CMDA are contestable and the same prima facie would not result in adverse impact on itâs operations as the Company has fair chance of success in the aforesaid Appeal / writ petition.
10. Previous Year Figures
Previous yearâs figures have been regrouped / reclassified, wherever necessary, to correspond with the current yearâs classification / disclosure.
11. Approval of Standalone Financial Statements
The Board of Directors of the Company has reviewed the realizable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognized in the standalone financial statements. In addition, the Board, has also confirmed the carrying value of the non-current assets in the standalone financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these standalone financial statements in its meeting held on 24 May 2016.
Mar 31, 2015
1. Corporate information
Fortis Malar Hospitals Limited (''the Company'') was incorporated in the
year 1989 to set up, manage and operate a multi-specialty hospital and
it commenced its commercial operations in the year 1992. The Company is
a subsidiary of Fortis Hospitals Limited.
2. Basis of preparation,
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in India
(Indian GAAP). The Company has prepared these financial statements to
comply in all material respects with the accounting standards notified
under section 133 of the Companies Act 2013 (''the Act''), read together
with paragraph 7 of the Companies (Accounts) Rules 2014. The financial
statements have been prepared on an accrual basis and under the
historical cost convention. The accounting policies adopted in the
preparation of financial statements are consistent with those of
previous year except the change in accounting policy explained below.
Note B:
Shares held by holding/ ultimate holding company and /or their
subsidiaries/ associates Of the above :
11,752,402 Equity Shares (Previous year - 11,752,402 equity shares) are
held by Fortis Hospitals Limited , the holding company.
Note C: Details of shareholders having more than 5% interest in the
Company
Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of Rs.
10 per share. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividends in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting.
During the year ended March 31,2015, the amount of per share dividend
recognized as distributions to equity shareholders was Rs. 0.50 per share
(March 31,2014 : Rs. 0.50 per share).
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
3 Segment reporting
Primary Segment
The Company is engaged in providing health care services, which in the
context of Accounting Standard 17 (Segmental Information) is considered
as the only business segment. Accordingly, no separate segmental
information has been provided herein.
Secondary Segment - Geographical Segment
The Company operates in India and therefore mainly caters to the needs
of the domestic market. Therefore, there are no reportable geographical
segments.
4 Capital and other commitments
At March 31, 2015, the Company has capital commitments of Rs. 8,393,299
(March 31, 2014 : Rs. 517,500) towards purchase of assets.
5 a. Contingent liabilities
31 March 2015 31 March 2014
Claims against the Company not acknowledged
as debts (in respect of compensation demanded 80,249,842 81,892,872
by the patients / their relatives for
negligence).
b. Litigation
1) Matters of litigation, if any, the outcome of which in the opinion
of Management is considered probable thereby requiring provision, have
been provided for under the requirements of Indian GAAP.
2) Amount mentioned in Note 6(a) above represents compensation demanded
by the patients/their relatives for negligence and are pending with
various Consumer Disputes Redressal Commissions. The Company has been
advised by its legal counsel that it is possible, but not probable, the
action will succeed and accordingly no provision for liability has been
recognized in the financial statements.
6 The Company does not have any foreign currency exposure as at March
31, 2015 and March 31, 2014. The Company does not have any outstanding
derivative instruments as at March 31, 2015 and March 31,2014.
7 Gratuity
The Company has a defined benefit gratuity plan, whereby the employees
are entitled to gratuity benefit on the basis of last salary drawn and
completed number of years of service.
The following table summarises the components of net benefit expense
recognised in the statement of profit and loss and the fund status and
amounts recognised in the balance sheet
The principal assumptions used in determining gratuity and
post-employment medical benefit obligations for the Company''s plans are
shown below:
The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
related factors, such as supply and demand in the employment market.
The Company expects to contribute Rs. 3,672,000 to gratuity in the next
year (March 31, 2014: Rs. 1,965,000).
The fund is 100% administered by Life Insurance Corporation of India
("LIC"). The overall expected rate of return on assets is determined
based on the market prices prevailing on that date, applicable to the
period over which the obligation is to be settled.
Amounts for the current and previous four years are as follows:
8 Employee stock option plans
The Company provides share-based payment schemes to its employees. The
relevant details of the scheme and the grant are as given below.
Malar Employee Stock Option Plan 2008 (Scheme) was approved by the
board of directors of the Company on 31st July 2008/28th May 2009 and
by shareholders in the annual general meeting held on 29th September,
2008 /21st August 2009. The following are some of the important
conditions to the scheme:
Vesting Plan
- 25% of the option shall vest on the completion of 12 months from
the grant date.
- 25% of the option shall vest on the completion of 24 months from
the grant date.
- 25% of the option shall vest on the completion of 36 months from
the grant date.
- 25% of the option shall vest on the completion of 48 months from
the grant date.
Exercise Plan
There shall be no lock in period after the options have vested. The
vested options will be eligible to be exercised on the vesting date
itself. Notwithstanding any provisions to the contrary in this plan the
options must be exercised before the end of the tenure of the plan.
Effective Date
The plan shall be deemed to have come in to force on the 21 August 2009
or on such other date as may be prescribed by the board of directors of
the Company subject to the approval of shareholders of the company in
general meeting.
The details of activity under the Scheme are summarized below:
The weighted average remaining contractual life for the stock options
outstanding as at 31 March 2015 is 1.75 years (31 March 2014: 2.75
years). The range of exercise prices for options outstanding at the end
of the year was Rs. 10. (31 March 2014: Rs. 10).
No stock options were granted during the current year or the previous
year. The weighted average fair value of stock options at the last
grant date was Rs. 13.45. The Black Scholes valuation model has been used
for computing the weighted average fair value considering the following
inputs:
The expected life of the stock is based on historical data and current
expectations and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that
the historical volatility over a period similar to the life of the
options is indicative of future trends, which may also not necessarily
be the actual outcome.
The Company measures the cost of ESOP using the intrinsic value method.
Had the Company used the fair value model to determine compensation,
its profit after tax and earnings per share as reported would have
changed to the amounts indicated below:
9 Related Party Disclosures
9.1. Related parties where control exists
Relationship Name of the related Party
Ultimate Holding Company Fortis Healthcare Limited
Holding Company Fortis Hospitals Limited
Subsidiary Company Malar Stars Medicare Limited
14.2. Related parties with whom transactions have taken place during
the year
Relationship Name of the related party
Ultimate Holding Company Fortis Healthcare Limited
Holding Company Fortis Hospitals Limited
Key Management Personnel Mr.V.Vijayarathna (Whole-time Director)
(resigned from July 26 2014)
Mr Raghunath P (Whole time Director)
(with effect from July 26, 2014)
Mr. Akshaya Kumar Singh
(Chief Financial Officer)
Mr. Sumit Goel (Company Secretary)
Subsidiary Company Malar Stars Medicare Limited
Enterprises under common control Fortis Health Management Limited
Lalitha Healthcare Private Limited
Super Religare Laboratories Limited
10 Operating lease payments
Operating lease agreements have been entered in to by the Company with
respect to office premises and medical equipment All lease commitments
are cancellable. The total lease payments made during the year are as
follows:
11 Details of dues to micro and small enterprises as defined under the
MSMED Act, 2006
There is no overdue amount payable to Micro, Small and Medium
Enterprises as defined under The Micro, Small and Medium Enterprises
Development Act, 2006. Further, the Company has not paid any interest
to any Micro, Small and Medium Enterprises during the current year and
previous year.
12 Expenditure on Corporate Social Responsibility (CSR)
For the year ended March 31, 2015 the Company has incurred expenditure
of Rs. 1.18 lakhs as compared to expenditure required to be spent under
section 135 of the Act of Rs. 25.94 lakhs resulting in a shortfall of Rs.
24.76 lakhs.
13 Previous year''s figures have been regrouped where necessary to
conform to the current year''s classification.
Mar 31, 2014
1. Corporate information
Fortis Malar Hospitals Limited (''the Company'') was incorporated in the
year 1989 to set up, manage and operate a multi specialty hospital and
it commenced its commercial operations in the year 1992. The Company is
a subsidiary of Fortis Hospitals Limited.
2. Basis of preparation,
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in India
(''Indian GAAP''). The Financial Statements of the Company have been
prepared in accordance with generally accepted accounting principles in
India, mandatory accounting standards notified under the Companies
(Accounting Standards) Rules,2006, (as amended) and the relevant
provisions of the Companies Act, 1956 read with General Circular 8/2014
dated 4 April 2014, issued by the Ministry of Corporate Affairs, in
respect of Section 133 of the Companies Act, 2013. The financial
statements have been prepared on an accrual basis and under the
historical cost convention.
The accounting policies adopted in the preparation of financial
statements are consistent with those used in the previous year.
3. Interest Income
During the year ended March 31, 2013, Interest income aggregating Rs.
35,327,891, earned on Inter Corporate Deposit placed out of advance
money received from Fortis Health Management Limited (''FHML'') towards
sale of the ''Clinical Establishment Business'' (''CEB'') upto October 16,
2012, being the effective date of transfer of the CEB has been
disclosed as an exceptional item and the related interest income
aggregating Rs.26,537,424 pertaining to the period subsequent to
October 16, 2012 has been included as part of other income.
4. Sale of Clinical Establishment Business
The Shareholders of the Company had approved vide resolution dated July
18, 2011, the transfer / sale / disposal of Hospital Infrastructure
Undertaking including Out Patient Department business and radio
diagnosis equipments (''Hospital Infrastructure Undertaking'') on a Going
Concern Basis through slump sale to any one of the Affiliates / Group
Company / Companies under the same management for a consideration of an
amount not less than Rs. 600,000,000. Accordingly, the net assets of
Rs. 2,308.93 lakhs of the clinical establishment business have been
transferred as a going concern on a slump sale basis effective October
17, 2012 for an aggregate consideration of Rs. 7,000 lakhs. The net
profit aggregating Rs. 3,132.59 lakhs (net of tax expense of Rs.
1,007.47 lakhs) arising from the sale of the said business has been
disclosed as an ''extraordinary item''.
The Company has entered into a Hospital and Medical Services Agreement
(HMSA) with Fortis Health Management Limited (FHML), whereby, the
Company has engaged FHML to provide the clinical establishment services
including the radiology and the out-patient consultation services on
behalf of the Company.
5. Segment reporting
Primary Segment
The Company is engaged in providing health care services, which in the
context of Accounting Standard 17 (Segmental Information) is considered
as the only business segment. Accordingly, no separate segmental
information has been provided herein.
Secondary Segment - Geographical Segment
The Company operates in India and therefore mainly caters to the needs
of the domestic market. Therefore, there are no reportable geographical
segments.
6. Capital and other commitments
At March 31, 2014, the Company has capital commitments of Rs 517,500
(Previous year Rs. 2,139,502) towards purchase of assets.
7. Contingent liabilities
31 March 2014 31 March 2013
Rs . Rs .
Claims against the Company not
acknowledged as debts (in respect of
compensation demanded by the patients 81,892,872 72,323,252
/ their relatives for negligence).
The cases are pending with various Consumer Disputes Redressal
Commissions. The Company has been advised by its legal counsel that it
is possible, but not probable, the action will succeed and accordingly
no provision for liability has been recognized in the financial
statements.
8. Employee stock option plans
The Company provides share-based payment schemes to its employees.
During the year ended March 31, 2014, an employee stock option plan
(ESOP) was in existence. The relevant details of the scheme and the
grant are as below.
Malar Employee Stock Option Plan 2008 (Scheme) was approved by the
board of directors of the Company on 31st July 2008/28th May 2009 and
by shareholders in the annual general meeting held on 29th September,
2008 /21st August 2009. The following are some of the important
conditions to the scheme:
Vesting Plan
* 25% of the option shall vest on the completion of 12 months from the
grant date.
* 25% of the option shall vest on the completion of 24 months from the
grant date.
* 25% of the option shall vest on the completion of 36 months from the
grant date.
* 25% of the option shall vest on the completion of 48 months from the
grant date.
Exercise Plan
There shall be no lock in period after the options have vested. The
vested options will be eligible to be exercised on the vesting date
itself. Notwithstanding any provisions to the contrary in this plan the
options must be exercised before the end of the tenure of the plan.
Effective Date
The plan shall be deemed to have come to in force on the 21 August 2009
or on such other date as may be prescribed by the board of directors of
the Company subject to the approval of shareholders of the company in
general meeting.
9. Details of dues to micro and small enterprises as defined under the
MSMED Act, 2006 There is no overdue amount payable to Micro, Small and
Medium Enterprises as defined under The Micro, Small and Medium
Enterprises Development Act, 2006. Further, the Company has not paid
any interest to any Micro, Small and Medium Enterprises during the
current year and previous year.
10. Previous year''s figures have been regrouped where necessary to
conform to the current year''s classification.
Mar 31, 2013
1. Corporate information
Fortis Malar Hospitals Limited (Âthe Company-) was incorporated in the
year 1989 to set up, manage and operate a multi specialty hospital and
it commenced its commercial operations in the year 1992. The Company
is a subsidiary of Fortis Hospitals Limited.
2. Basis of preparation,
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in India
(ÂIndian GAAP-). The Company has prepared these financial statements to
comply in all material respects with the accounting standards notified
under the Companies (Accounting Standards) Rules, 2006, (as amended)
and the relevant provisions of the Companies Act, 1956. The financial
statements have been prepared on an accrual basis and under the
historical cost convention.
The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year.
3 Interest Income
Interest income aggregating Rs. 35,327,891, earned on Inter Corporate
Deposit placed out of advance money received from Fortis Health
Management Limited (''FHML'') towards sale of the ''Clinical Establishment
Business'' (''CEB'') upto October 16, 2012, being the effective date of
transfer of the CEB has been disclosed as an exceptional item and the
related interest income aggregating Rs.26,537,424 pertaining to the
period subsequent to October 16, 2012 has been included as part of
other income.
4 Sale of Clinical Establishment Business
The Shareholders of the Company had approved vide resolution dated July
18, 2011, the transfer / sale / disposal of Hospital Infrastructure
Undertaking including Out Patient Department business and radio
diagnosis equipments (''Hospital Infrastructure Undertaking'') on a Going
Concern Basis through slump sale to any one of the Affiliates / Group
Company / Companies under the same management for a consideration of an
amount not less than Rs. 600,000,000. Accordingly, the net assets of
Rs. 230,893,623 of the clinical establishment business have been
transferred as a going concern on a slump sale basis effective October
17, 2012 for an aggregate consideration of Rs. 700,000,000. The net
profit aggregating Rs. 313,258,461(net of tax expense of Rs.
100,746,916) arising from the sale of the said business has been
disclosed as an Âextraordinary item-.
The Company has entered into a Hospital and Medical Services Agreement
(HMSA) with Fortis Health Management Limited (FHML), whereby, the
Company has engaged FHML to provide the clinical establishment services
including the radiology and the out-patient consultation services on
behalf of the Company.
5 Segment reporting
Primary Segment
The Company is engaged in providing health care services, which in the
context of Accounting Standard 17 (Segmental Information) is considered
as the only business segment. Accordingly, no separate segmental
information has been provided herein.
Secondary Segment  Geographical Segment.
The Company operates in India and therefore mainly caters to the needs
of the domestic market.
Therefore, there are no reportable geographical segments.
6 Capital and other commitments
At March 31, 2013, the Company has capital commitments of Rs 2,139,502
(Previous year Rs. 1,075,617) towards purchase of assets.
The cases are pending with various Consumer Disputes Redressal
Commissions. The company has been advised by its legal counsel that it
is possible, but not probable, the action will succeed and accordingly
no provision for liability has been recognized in the financial
statements.
7 Gratuity
The Company has a defined benefit gratuity plan, whereby the employees
are entitled to gratuity benefit on the basis of last salary drawn and
completed number of years of service.
The Company also provides leave encashment benefit to employees, which
is unfunded. The Company also provides superannuation benefits to its
senior executives
The following table summarises the components of net benefit expense
recognised in the statement of profit and loss and the fund status and
amounts recognised in the balance sheet.
8 Employee stock option plans
The Company provides share-based payment schemes to its employees.
During the year ended March 31, 2013, an employee stock option plan
(ESOP) was in existence. The relevant details of the scheme and the
grant are as below.
Malar Employee Stock Option Plan 2008 (Scheme) was approved by the
board of directors of the company on 31st July 2008/28th May 2009 and
by shareholders in the annual general meeting held on 29th September,
2008 /21st August 2009. The following are some of the important
conditions to the scheme:
Vesting Plan
25% of the option shall vest on the completion of 12 months from the
grant date.
25% of the option shall vest on the completion of 24 months from the
grant date.
25% of the option shall vest on the completion of 36 months from the
grant date.
25% of the option shall vest on the completion of 48 months from the
grant date.
Exercise Plan
There shall be no lock in period after the options have vested. The
vested options will be eligible to be exercised on the vesting date
itself. Notwithstanding any provisions to the contrary in this plan the
options must be exercised before the end of the tenure of the plan.
Effective Date
The plan shall be deemed to have come to in force on the 21 August 2009
or on such other date as may be prescribed by the board of directors of
the Company subject to the approval of shareholders of the company in
general meeting.
The weighted average remaining contractual life for the stock options
outstanding as at 31 March 2013 is 3.75 years (31 March 2012: 4.75
years). The range of exercise prices for options outstanding at the end
of the year was Rs. 10. (31 March 2012: Rs. 10).
The weighted average fair value of stock options granted during the
year was Rs. 13.45 (31 March 2012: Rs 13.45). The Black Scholes
valuation model has been used for computing the weighted average fair
value considering the following inputs:
The expected life of the stock is based on historical data and current
expectations and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that
the historical volatility over a period similar to the life of the
options is indicative of future trends, which may also not necessarily
be the actual outcome.
The Company measures the cost of ESOP using the intrinsic value method.
Had the Company used the fair value model to determine compensation,
its profit after tax and earnings per share as reported would have
changed to the amounts indicated below:
9 Operating lease payments
Operating lease agreements have been entered in to by the Company with
respect to office premises and medical equipments. The total lease
payments made during the year are as follows:
10 Previous year''s figures have been regrouped where necessary to
conform to the current year''s classification.
Mar 31, 2012
1. Corporate information
Fortis Malar Hospitals Limited (the Company) was incorporated in the
year 1989 to set up, manage and operate a multi specialty hospital and
it commenced its commercial operations in the year 1992. The Company is
a subsidiary of Fortis Hospitals Limited.
2. Basis of preparation
The financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in India
(Indian GAAP). The Company has prepared these financial statements to
comply in all material respects with the accounting standards notified
under the Companies (Accounting Standards) Rules, 2006, (as amended)
and the relevant provisions of the Companies Act, 1956. The financial
statements have been prepared on an accrual basis and under the
historical cost convention.
The accounting policies adopted in the preparation of financial
statements are consistent with those of previous year, except as given
below.
Terms/ rights attached to equity shares
The Company has only one class of equity shares having par value of Rs.
10 per share. Each holder of equity shares is entitled to one vote per
share. The Company declares and pays dividends in Indian rupees. The
dividend proposed by the Board of Directors is subject to the approval
of the shareholders in the ensuing Annual General Meeting.
In the event of liquidation of the Company, the holders of equity
shares will be entitled to receive remaining assets of the Company,
after distribution of all preferential amounts. The distribution will
be in proportion to the number of equity shares held by the
shareholders.
b - Security/ Guarantee against long term borrowings
The loan is secured by sole and exclusive charge on all fixed assets
and current assets both present and future, including land and
building, medical assets and plant and machinery.Further, the loan is
secured by corporate guarantee of International Hospitals Limited.
c - Repayment Terms of the long term borrowings
Repayment in respect of the loan outstanding of Rs. 23.60 million is 36
monthly instalments.
Repayment in respect of other loans is 60 monthly instalments to
commence after 12 months principal moratorium from disbursement of each
tranche. Interest to be serviced monthly.
2 Proposed sale of Hospital Infrastructure Undertaking
The Shareholders of the Company have approved vide resolution dated
July 18, 2011, the transfer / sale / disposal of Hospital
Infrastructure Undertaking including Out Patient Department business
and radio diagnosis equipments ('Hospital Infrastructure Undertaking')
on a Going Concern Basis through slump sale to any one of the
Affiliates / Group Company / Companies under the same management for a
consideration of an amount not less than Rs. 600,000,000. On February 7,
2012, the Company has signed a Term Sheet with Fortis Health Management
Limited ('FHML'), one of its group companies expressing intent to sell
the Hospital Infrastructure Undertaking and proposed to enter into an
exclusive and irrevocable Business Transfer Agreement effecting the
transfer at a later date not exceeding six months from the date of the
Term Sheet. The Company has also received an advance of Rs. 650,000,000
on February 7, 2012 towards the proposed transfer. The Company is in
the process of taking necessary steps to execute the transfer. The
Company has temporarily invested this amount as inter corporate deposit
and has earned an interest of Rs. 9,616,439. The Company is still in
discussion with FHML regarding finalizing the valuation for the
transaction and other terms and conditions including the arrangement to
lease back the infrastructure post the proposed transfer.
3 Management fee from Hospitals
During the current year, the Company has received management fee from
two hospitals with which the Company had entered into operation and
management agreements aggregating to Rs. 19,125,440. Of the above, one
agreement has been terminated during December 2011 and the other
agreement subsequent to the year end in April 2012.
4 Segment reporting
Primary Segment
The Company is engaged in providing health care services, which in the
context of Accounting Standard 17 (Segmental Information) is considered
as the only business segment. Accordingly, no separate segmental
information has been provided herein.
Secondary Segment - Geographical Segment.
The Company primarily operates in India and therefore mainly caters to
the needs of the domestic market. Therefore, there are no reportable
geographical segments.
5 Capital and other commitments
At March 31, 2012, the Company has capital commitments of Rs. 1,075,617
(Previous year Rs. Nil) towards purchase of assets.
6 Contigent Liabilities
March 31,
2012 March 31,
2011
Claims against the Company not
acknowledged as debts 72,323,252 3,223,252
(in respect of compensation demanded
by the patients / their relatives
for negligence). The cases are pending
with various Consumer Disputes
Redressal Commissions.
Based on expert opinion obtained, the management believes that the
Company has good chance of success in these cases.
7 Deferral/capitalization of exchange differences
The Ministry of Corporate Affairs (MCA) has issued the amendment dated
December 29, 2011 to AS 11 The Effects of Changes in Foreign Exchange
Rates, to allow companies deferral/ capitalization of exchange
differences arising on long-term foreign currency monetary items.
In accordance with the amendment/earlier amendment to AS 11, the
company has capitalized exchange loss, arising on long-term foreign
currency loan, amounting to Rs. 3,033,591 (March 31, 2011: Exchange gain
Rs. 151,025) to the cost of plant and equipments.
8 Gratuity
The Company has a defined benefit gratuity plan, whereby the employees
are entitled to gratuity benefit on the basis of last salary drawn and
completed number of years of service.
The Company also provides leave encashment benefit to employees, which
is unfunded. The Company also provides superannuation benefits to its
senior executives
The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
related factors, such as supply and demand in the employment market.
The company expects to contribute Rs. 1,600,000 to gratuity in the next
year (March 31, 2011: Rs. 638,000).
The fund is 100% administered by Life Insurance Corporation of India
("LIC"). The overall expected rate of return on assets is
determined based on the market prices prevailing on that date,
applicable to the period over which the obligation is to be settled.
Amounts for the current and previous four periods are as follows:
4 Employee stock option plans
The Company provides share-based payment schemes to its employees.
During the year ended March 31, 2012, an employee stock option plan
(ESOP) was in existence. The relevant details of the scheme and the
grant are as below.
Malar Employee Stock Option Plan 2008 (Scheme) was approved by the
board of directors of the company on 31st July 2008/28th May 2009 and
by shareholders in the annual general meeting held on 29th September,
2008 /21st August 2009. The following are some of the important
conditions to the scheme:
Vesting Plan
- 25% of the option shall vest on the completion of 12 months from
the grant date.
- 25% of the option shall vest on the completion of 24 months from
the grant date.
- 25% of the option shall vest on the completion of 36 months from
the grant date.
- 25% of the option shall vest on the completion of 48 months from
the grant date.
Exercise Plan
There shall be no lock in period after the options have vested. The
vested options will be eligible to be exercised on the vesting date
itself. Notwithstanding any provisions to the contrary in this plan the
options must be exercised before the end of the tenure of the plan.
Effective Date
The plan shall be deemed to have come to in force on the 21 August 2009
or on such other date as may be prescribed by the board of directors of
the company subject to the approval of shareholders of the company in
general meeting.
The weighted average remaining contractual life for the stock options
outstanding as at 31 March 2012 is 4.75 years (31 March 2011: 5.75
years). The range of exercise prices for options outstanding at the end
of the year was Rs. 10. (31 March 2011: Rs. 10.)
The weighted average fair value of stock options granted during the
year was Rs. 13.45 (31 March 2011: Rs. 13.45). The Black Scholes valuation
model has been used for computing the weighted average fair value
considering the following inputs:
The expected life of the stock is based on historical data and current
expectations and is not necessarily indicative of exercise patterns
that may occur. The expected volatility reflects the assumption that
the historical volatility over a period similar to the life of the
options is indicative of future trends, which may also not necessarily
be the actual outcome.
9 Operating lease payments
Operating lease agreements have been entered in to by the Company with
respect to office premises and medical equipments. The total lease
payments made during the year are as follows:
10 There are no overdue amounts payable to Micro and Small Enterprises
as defined under the Micro, Small and Medium Enterprises Development
Act, 2006 based on information available with the Company. Further, the
Company has not paid any interest to any Micro and Small Enterprises
during the year ended March 31, 2012 and year ended March 31, 2011.
11 The figures of previous year were audited by a firm of Chartered
accountants other than S R B C & Co. Previous year's figures have been
regrouped where necessary to conform to the current year's
classification.
Mar 31, 2011
1. Segment Reporting:
As the Companys business activity primarily falls within a single
business and geographical segment, there are no additional disclosures
to be provided in terms of Accounting Standard 17 "Segment Reporting"
2. Fixed asset include, medical equipment, purchased through HDFC bank
Ltd, under confirmed irrevocable foreign deferred letter of credit
payable in US Dollars, after 36 months from 3rdOctober 2008. Liability
has been adjusted on value of the Dollar at the close of the year.
3. Details of Directors Remuneration
(a) In view of the approval from Ministry of Company Affairs, the
previous year figure has been reworked. Provision for incentives has
been scaled down, to bring down the total remuneration paid to the
Director to the limit approved by Ministry of Company Affairs Rs.
7,208,211 and excess remuneration paid Rs. 176,569 is being recovered.
The figure for the current year is exclusive of Rs. 1,823,431 included
in the provision for incentives for the financial year 2010-2011
(b) As the future liability for Gratuity and leave encashment is
provided on an actuarial basis for the company as a whole, the amount
pertaining to the Directors is not ascertainable and, not included
above.
4. The balances outstanding in Hospital Sundry Debtors and Creditors
are subject to confirmation.
5. Figures are regrouped and reclassified wherever necessary. The
figures are rounded off to nearest Rupees
6. Provision for incentives include Rs.1,823,436 provision created for
the whole time director(Previous year Rs. 25 lacs, (scaled down to Rs.
5 lacs during the current financial year)).
7. Assets, having original cost Rs. 59,331,032, which have become
obsolete and irrepairable having, very little scrap value were removed
from the gross block consequently written down value of Rs. 2,108,549
has been written off in the books of accounts.
8. Provision for gratuity includes additional provision Rs. Nil
assessed by the independent actuary for the liability existed at the
beginning of the year. (Previous year Rs. 1,691,197)
9. The company has been regularly remitting the service tax due for
the payments received from all TPAs including M/s. Star Health and
Allied Insurance Co. Ltd, except for the payments received under TNCM
Insurance Scheme. There has been a certain delay in realization and
remittance of Service Tax due on amount due from M/s. Star Health and
Allied Insurance Co. Ltd., TPA for TNCM Insurance Scheme. For the
payments received under the said scheme an amount of Rs. 41.32 lacs
(more than six months Rs. 10.95 lacs) was not remitted to the
authorities
10. Disclosure under AS-18 - Related Parties as on 31st March, 2011
(I). LIST OF RELATED PARTIES (AS CERTIFIED BYTHE MANAGEMENT):
A. Enterprises under control (whether directly or indirectly) of
reporting enterprise
Malar Stars Medicare Limited
Enterprises which contol (directly or indirectly) reporting enterprise
Fortis Healthcare Holdings Limited
Fortis Healthcare (India) Limited
RHC Holding Private Limited (Holding Co. of FHHL) (w.e.f. December
22,2010)
International Hospital Limited
Enterprises which are under common control with reporting enterprise
(a) Subsidiaries of Fortis Healthcare (India) Limited
Fortis Hospotel Ltd.
International Hospital Limited
Escorts Heart Institute And Research Centre Limited
Escorts HeartAnd Super Speciality Institute Limited
Escorts HeartAnd Super Speciality Hospital Limited
Fortis Health Management Limited
Fortis Healthcare International Limited
Lalitha Healthcare Private Limited
Fortis Hospitals Limited
Fortis Emergency Services Limited
Escorts Hospital & Research Centre Limited
Fortis Global Healthcare (Mauritius) Limited
Fortis C-Doc Healthcare Limited (w.e.f. September 17,2010)
Fortis Asia Healthcare Pte. Limited, Singapore (w.e.f. January 7,2011)
Fortis Global Healthcare Infrastructure Pte. Limited, Singapore (w.e.f.
March 31,2011)
Kanishka Housing Development Company Limited
(b) Subsidiaries of Fortis Healthcare Holdings Limited
Hiranandani Healthcare Private Limited
Fortis HealthStaff Ltd.
Fortis Hospital Management Ltd.
Religare Wellness Ltd.
Hospitalia Eastern Private Limited
Medsource Healthcare Pvt. Ltd.
(Subsidiary of Religare Wellness Ltd.)
(c) Subsidiaries of RHC Holding Private Limited (Holding Company of
FHHL)
Fortis Healthcare Holdings Limited
Fortis Global Healthcare Ltd
A-1 Book Company Private Limited
RHC Finance Private Limited
Maple Leaf Buildcon Private Limited
Todays Holdings Private Limited
Religare Infotech Private Limited
RHC Financial Services (Mauritius) Ltd
Fortis Global Healthcare Holdings Pte. Ltd (Singapore)
Religare Infotech Pty Limited
Altai Investments Limited
Quality Healthcare Limited
Quality Healthcare Medical Services Limited
Quality Healthcare Medical Holdings Limited
Portex Limited
Quality Healthcare Services Limited
Green Apple Associates Limited
Quality Healthcare Hongkong Limited
Quality HealthCare Medical Services (Macau)Limited
Berkshire Group Limited
Healthcare Opportunities Limited
GlobalRX Limited
SmartLab Limited
Quality HealthCare Medical Centre Limited
Universal Lane Limited
Quality HealthCare Chinese Medicine Limited
Quality HealthCare Psychological Services Limited
Quality HealthCare Dental Services Limited
Quality HealthCare Nursing Agency Limited
Quality HealthCare Physiotherapy Services Limited
Dynamic People Group Limited
Normandy (Hongkong) Limited
Quality EAP (Macau) Limited
TCM Prodicts Limited
Great Option Limited
Marvellous Way Limited
Poltallock Limited
Summerset Green Limited
Allied Medical Practices Guild Limited
Quality HealthCare Professional Services Limited
D3 Health Services Limited
GHC Holding Limited
CASE Specialist Limited
Jadeast Limited
Jadefairs International Limited
Jadison Investment Limited
Jadway International Limited
Megafaith International Limited
Fortis Healthcare Singapore Pte. Limited
B. Associate or JV of reporting enterprise Investing party of which
reporting enterprises is an associate NIL
C. individuals (directly or indirectly) having control or significant
influence over reporting enterprise
Mr Malvinder Mohan Singh
Mr Shivinder Mohan Singh
Relatives of such individuals
Mrs. Nimmi Singh
Mrs. Japna Malvinder Singh
Mrs. Aditi Shivinder Singh
Ms. Nimrita Parvinder Singh )
Ms. Nanki Parvinder Singh )
Ms. Nandini Parvinder Singh )
Master Anhad Parvinder Singh ) MINOR
Master Udayveer Parvinder Singh )
Master Vivan Parvinder Singh )
Master Kabir Parvinder Singh )
D. Key managerial personnel(s)
Mr. Krish Ramesh
Relatives of Key managerial personnel(s)
Ms.R.Uthra.Wife
Mr. R. Krishnamachari, Father
Late Smt. K. Kalyani, Mother
Mr. R. Praveen Kumar, Son
Ms. R. Prashanthi
Mr. K. Ramkumar, Brother
Mr. K. Ravichandaran, Brother
Mrs. R. Shamala, Brothers Wife
Mrs. R. Sumathi, Brothers Wife
E. Enterprises over which any person mentioned at (c) and (d) have
significant influence
Religare Enterprises Limited (REL)
Religare Securities Limited
Religare Finvest Limited
Religare Commodities Limited
REL Infrafacilities Limited (formerly known as Religare
Realty Limited)
Religare Venture Capital Ltd.
Religare Insurance Broking Ltd.
Religare Finance Limited
Religare Capital Markets Limited
Religare Macquarie Wealth Management Limited
Religare Health Insurance Company Limited
RELIGARE ARTS INITIATIVE LIMITED
Religare United Soccer Limited
Religare Arts Investment Management Limited
AEGON Religare Life Insurance Company Limited
Vistaar Religare Capital Advisors Limited
Religare Asset Management Company Limited
Religare Trustee Company Ltd,.
Mausam Films Limited
Vistaar Religare Films Limited
Vistaar Religare Media Limited
Vistaar Religare Pictures Limited
Vistaar Religare Entertainment Limited
Milestone Religare Investment Advisors Private Limited
Religare Housing Development Finance Corporation
Limited (Formerly known as Maharishi Housing
Development Finance Corporation Limited)
Religare Advisory Services Limited
Religare Capital Markets Plc.
Hichens, Harrison (Middle East) Limited
Hichens, Harrison (Ventures) Limited
Religare Capital Markets (UK) Limited
Religare Hichens Harrison Consultoria Internacional
Ltd
Religare Capital Markets Pty Limited
Religare Capital Markets Inc
London Wall Nominees Limited
HH1803.Com Limited
Tobler (Mauritius) Limited
Tobler (UK) Limited
Religare Global Asset Management Japan Co. Ltd.
Religare Investment Advisory (Mauritius)
Religare Investment Holdings (UK) Ltd.
Charterpace Limited
Blamire Limited
Hichens, Harrison (Far East) Pte Limited
Dion Global Solutions Limited
Religare Technologies Limited
Regius Overseas Holding Co. Ltd.
Dion Global Solutions Pty Ltd.
Dion Global Solutions (Australia) Pty Ltd.
Dion Global Solutions (Development) Pty Ltd.
Dion Global Solutions (Asia Pacific) Pty Ltd.
Dion Global Solutions (NZ) Ltd.
Dion Global Solutions (HK) Ltd.
Dion Global Solutions (UK) Ltd.
Dion Global Solutions (MY) Sdn Bhd
Dion Global Solutions (Singapore) Pte. Ltd.
Religare Technova Global Solutions Vietnam Company Ltd.
Super Religare Laboratories Limited
MENA Healthcare Investment Company Limited
Medical Management Company Limited
Super Religare Laboratories International Limited
Super Religare Laboratories International FZ-LLC
Super Religare Reference Laboratories (Nepal) Pvt. Ltd.
RHC Holding Private Ltd
Oscar Investments Ltd.
A-1 Book Company (P) Ltd
Malav Holdings (P) Limited
Luxury Farms (P) Ltd.
Vistas Realtors Private Limited
Shivi Holdings (P) Ltd
Greenview Buildtech Private Limited
RC Nursery (P) Ltd.
Shimal Research Laboratories Ltd
Hospitalia Informations Systems (P) Ltd
ANR Securities Limited.
Bindas Realtors Private Limited
Vistas Complexes Private Ltd
Meadows Buildtech Private Limited
Fortis Clinical Research Ltd
Green Biofuels Farms Private Ltd
Malsh Healthcare (Partnership Firm)
OscarTraders (Partnership Firm)
Religare Voyages Limited
ReligareAviation Limited
Religare Aviation Training Academy Limited
Religare Travels (India) Limited
Religare Bullion Limited
ReligareAviation Engineering Limited
Religare Flysims Limited
Religare Share Brokers Limited
Piramal Diagnostic Services P Limited
DDRC Piramal Diagnostic Services P Limited
Religare Global Asset Management (HK) Ltd.
Religare Capital Markets (EMEA) Limited
Kyte Management Limited
Religare Capital Markets (USA) LLC
Religare Capital Markets (Hongkong) Limited
Religare Capital Markets (Singapore) Pte Limited
Religare Voyages Business Services Private Limited
Notes:
1. Entities in which person mentioned in (c) and (d) have significant
influence whether directly or indiretly, singly or jointly, are also
included in the list.
11 Disclosures Under Accounting Standard -15 (Revised) On "Employee
Benefits":
B. Defined Benefit Fund
The company has a defined benefit gratuity plan, whereby the employees
are entitled to gratuity benefit on the basis of last salary drawn and
completed number of years of services.
The company also provides Leave Encashment benefit to its employees,
which is unfunded. The company also provides Super Annuation benefits
to its senior executives.
The following table summaries the components of net benefit expenses
recognised in the profit and loss account and the amounts recognised in
the balance sheet.
Notes:
a) The estimates of future salary increases, considered in actuarial
valuation, take account of inflation, seniority, promotion and other
relevant factors, such as supply and demand in the employment market.
b) The Companys expected contribution to the fund in the next year is
not presently ascertainable and hence, the contributions expected to be
paid to the plan during the annual period beginning after the balance
sheet date as required by Para 120 (o) of the Accounting Standard 15
(Revised) on Employee Benefits are not disclosed.
12. CONTINGENT LIABILITY
a) Estimated amount of contracts to be executed on capital account and
not provided for Rs. 31.87 lacs
Mar 31, 2010
1) Nature of Operations:
The company was incorporated in the year 1989 to set up, manage and
operate a multi specialty hospital and it commenced its commercial
operations in year 1992. The Company has become subsidiary of
International Hospital Limited from 1st October 2009.
2. Segment Reporting:
As the Companys business activity primarily falls within a single
business and geographical segment, there are no additional disclosures
to be provided in terms of Accounting Standard 17 "Segment Reporting"
3. Fixed asset include, medical equipment, purchased through HDFC bank
Ltd, under confrmed irrevocable foreign deferred letter of credit
payable in US dollars, after 36 months from 3rd October 2008. Liability
has been adted on value of dollar at the close of the year.
4. In respect of Rs 200 lakhs outstanding from two Companies included
in the register maintained u/s 301 of the Companies Act, 1956, in terms
of the Arbitration award, the Company has since realised Rs 200 lakhs
from the said two companies.
5. Details of Directors Remuneration
(a) This is exclusive of Rs. 25.00 lakhs provision made underthe head
provision for incentives. The said Rs. 7,562,380 includes earlier year
provision for incentive approved and paid in the current year.
(b) As the future liability for Gratuity and leave encashment is
provided on an actuarial basis for the company as a whole, the amount
pertaining to the directors is not ascertainable and therefore not
included above.
6. CIF value of imports in respect of:
a. Consumables stores & Repairs & Maintenance NIL NIL
b. Capital Goods 19,571,854 29,066,229
7. The balances outstanding in Hospital Sundry Debtors and Creditors
are subject to confrmation.
8. Figures are regrouped and reclassifed wherever necessary. The
fgures are rounded off to nearest Rupees.
9. Provision for incentives include Rs. 25 lakhs provision created
for the whole time director(LY 25.00 lakhs)
10. Depreciation for the current year includes Rs. 974,363, additional
depreciation for the section of assets. At the rates higher then rate
described in the Schedule XIV of the Companies Act..
11. Provision for gratuity includes additional provision Rs.1,691,197
assessed by the independent actuary for the liability existed at the
beginning of the year.
12. RELATED PARTY DISCLOSURES
A. LIST OF RELATED PARTIES (AS CERTIFIED BY THE MANAGEMENT):
(a) Enterprises which control (directly or indirectly) reporting
enterprise
International Hospital Limited
Enterprises under control (whether directly or indirectly) of reporting
enterprise
Malar Stars Medicare Limited
Enterprises which are under common control with reporting enterprise
Escorts Hospital And Research Centre Limited Escorts Heart and Super
Speciality Hospital Limited Fortis Healthcare International Limited
Lalitha Healthcare Private Limited Fortis Emergency Services Limited
(b) Associate or JV of reporting enterprise
Investing party of which reporting enterprises is an associate
"Nil"
(c) Individuals (directly or indirectly) having control or signifcant
infuence over reporting enterprise
Mr. Shivinder Mohan Singh - Chairman and Director (Till 30th March,
2010) Mr. Malvinder Mohan Singh
(d) Key managerial personnel(s)
Mr Shivinder Mohan Singh - Chairman and Director (Till 30th March,
2010)
Mr. Krish Ramesh-Whole Time Director
Mr. Bhavdeep Singh à Chairman and Director (from 30th March, 2010)
(e) Enterprises over which any person mentioned at (c) and (d) have
signifcant infuence*
Enterprises under control (whether directly or indirectly) of reporting
enterprise
Religare Enterprises Limited (REL)
Religare Securities Limited
Religare Finvest Limited
Religare Commodities Limited
Religare Realty Limited
Religare Venture Capital Ltd.
Religare Insurance Broking Ltd.
Religare Finance Limited
Religare Capital Markets Limited
Religare Macquarie Wealth Management Limited
Religare Health Insurance Company Limited
Religare Arts Initiative Limited
Religare United Soccer Limited
Religare Arts Investment Management Limited
AEGON Religare Life Insurance Company Limited
Vistaar Religare Capital Advisors Limited
Religare Asset Management Company Limited
Religare Trustee Company Ltd,.
Mausam Films Limited
Vistaar Religare Films Limited
Vistaar Religare Media Limited
Vistaar Religare Pictures Limited
Vistaar Religare Entertainment Limited
Milestone Religare Investment Advisors Private Limited
Maharishi Housing Development Finance Corporation Limited
Religare Advisory Services Limited
Religare Capital Markets International (Mauritius) Limited
Religare Capital Markets International (UK) Limited
Religare Capital Markets Plc. (formerly Religare Hichens, Harrison plc)
or
Hichens, Harrison (Middle East) Limited
Hichens, Harrison (Ventures) Limited
Hichens, Harrison (Derivatives) LLP
Religare Capital Markets (UK) Limited (Formerly Blomfeld Corporate
Finance Limited)
Religare Hichens, Harrison (Pty) Limited
Religare Hichens Harrison Consultoria Internacional Ltd
Religare Capital Markets Pte Limited
Religare Capital Markets Inc
London Wall Nominees Limited
HH1803.Com Limited
Tobler (Mauritius) Limited
Tobler (UK) Limited
Religare Global Asset Management Japan Co. Ltd.
Religare Investment Advisory (Mauritius)
Religare Investment Holdings (UK) Ltd.
Charterpace Limited
Blamire Limited
Blomfeld Street Securities Limited
African Communication Services (Proprietary) Limited
ARM Corporate Finance Limited
Claridge House Services Limited
Hichens, Harrison (Far East) Pte Limited
Religare Technova Limited
Religare Technova Business Intellect Limited
Religare Technova Global Solutions Limited
Olive Rays Innovations Limited (converted into Public Limited Company
w.e.f. 29.12.2009)
Religare Technologies Limited
Religare Technova IT Services Limited
Regius Overseas Holding Co. Ltd.
Religare Technova Global Solutions Pty Ltd.
Religare Technova Global Solutions (Australia) Pty Ltd. Religare
Technova Global Solutions (Development) Pty Ltd. Religare Technova
Global Solutions (Asia Pacifc) Pty Ltd. Religare Technova Global
Solutions (NZ) Ltd. Religare Technova Global Solutions (HK) Ltd.
Religare Technova Global Solutions (UK) Ltd. Religare Technova Global
Solutions (MY) Sdn Bhd Religare Technova Global Solutions (Singapore)
Pte. Ltd. Religare Technova Global Solutions Vietnam Company Ltd.
Super Religare Laboratories Limited MENA Healthcare Investment Company
Limited Medical Management Company Limited Super Religare Laboratories
International Limited Super Religare Laboratories International FZ-LLC
MENA Medical Supplies L.L.C.
Super Religare Reference Laboratories (Nepal) Pvt. Ltd. RHC Holding
Private Ltd
Oscar Investments Ltd.
A-1 Book Company (P) Ltd
Malav Holdings (P) Limited
Luxury Farms (P) Ltd.
Vistas Realtors Private Limited
Shivi Holdings (P) Ltd
Greenview Buildtech Private Limited
RC Nursery (P) Ltd.
Shimal Research Laboratories Ltd
Hospitalia Informations Systems (P) Ltd
ANR Securities Limited.
Whyteleaf Investments P. Ltd.
Trendy Exim Private Limited
Bindas Realtors Private Limited
Vistas Complexes Private Ltd
Meadows Buildtech Private Limited
Fortis Clinical Research Ltd
Green Biofuels Farms Private Ltd
13 Disclosures under Accounting Standard à 15 (Revised) on "Employee
benefits":
B. Defined benefit Fund
The company has a Defined benefit gratuity plan, whereby the employees
are entitled to gratuity benefit on the basis of last salary drawn and
completed number of years of services.
The company also provides Leave Encashment benefit to its employees,
which is unfunded. The company also provides Super Annuation benefits to
its senior executives.
The following table summaries the components of net benefit expenses
recognised in the proft and loss account and the amounts recognised in
the balance sheet.
Mar 31, 2000
1. CONTINGENT LIABILITIES
a. Estimated amount of capital contracts remaining to be executed and
not provided for, amounting to Rs.l3,00,000/-(previous period
Rs.30,00,000/-)
b. Bank guarantees were given in favour of MMDA and others amounting
to Rs.16,28,818/- (previous period Rs.75,000/-)
c. Loans and Advances include a sum of Rs.490.12 lacs paid to two
companies which are included in the Register maintained u/s.30i of the
Companies Act 1956, towards claim by the said companies which are yet
to be quantified and reconciled.
2. In the absence of demand notice from the Financial Institutions
interest has been provided as per the agreement and is subject to
reconciliation.
3. a. The balances outstanding in Hospital Sundry Debtors and
Creditors are subject to confirmation.
b. As per the Accounting policy 1(v) (c) 1/5th of the deferred revenue
expenditure is written off in the current period.
4. Figures for the current period is for 18 months and figures for the
previous period is for 12 months. Hence they are not comparable.
Figures of the current period and previous period are regrouped and
rearranged wherever necessary. The figures are rounded off to the
nearest rupee.
5. Travelling expenses include Directors travel, amounting to
Rs.7,29,622/- previous period Rs.2,72,582/-)
6. An amount of Rs. 1,38,418 has been contributed by the Company
towards Kargil Relief Fund
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