2013
2013
2013
Registered Office: Escorts Heart Institute And Research Centre, Okhla Road, New Delhi-110025
NOTICE
NOTES:
1.
2.
3.
4.
5.
6.
7.
8.
9.
ORDINARY BUSINESS
1.
2.
3.
4.
5.
SPECIAL BUSINESS
6.
Rahul Ranjan
Company Secretary
EXPLANATORY STATEMENT
11. Those members who have not yet got their Equity
Shares dematerialized, are requested to contact any of
the Depository Participants in their vicinity for getting
their shares dematerialized.
DIRECTORS
SEEKING
REAT THE ANNUAL GENERAL
Directorships:
HealthFore Limited (Previously Religare Technologies
Limited)
Religare Enterprises Limited
SRL Limited.
Fortis Clinical Research Limited.
Directorships:
HealthFore Limited (Previously Religare Technologies
Limited)
Oscar Investments Limited
Dion Global Solutions Limited
SRL Limited.
Fortis Hospital Management Limited
Escorts Heart Centre Limited
Escorts Heart Institute and Research Centre Limited
ANR Securities Limited
Rahul Ranjan
Company Secretary
Registered Office: Escorts Heart Institute And Research Centre, Okhla Road, New Delhi-110025
Proxy Form
Seventeenth Annual General Meeting September 27, 2013
Regd. Folio No. /DP & Client ID
....................................................
Signature of the member
Note: The form, in order to be effective, should be dully stamped, completed, signed and deposited at the Registered Office of the Company,
not less than 48 hours before the meeting.
Registered Office: Escorts Heart Institute And Research Centre, Okhla Road, New Delhi-110025
Attendance Slip
Seventeenth Annual General Meeting September 27, 2013
Regd. Folio No. /DP & Client ID
..............................................................
Signature of the member/proxy
Note: Please fill this attendance slip and hand it over at the entrance of the meeting hall. Members are requested to bring their copies of the
Annual Report 2012-13 for the meeting.
REDEFINING HEALTHCARE
CONTENT
For more than a decade, Fortis Healthcare Limited has been a leader in
the integrated healthcare delivery space in India. Driven by the spirit of
saving and enriching lives, we have ushered in far-reaching changes in
the healthcare landscape. Our innate understanding of patient needs,
world-class clinical talent, yen for the latest advances in medical and
diagnostic technology and overarching emphasis on compassionate
care at affordable prices make us the healthcare provider of choice
for our patients. We continue to push the limits of medical excellence
and challenge ourselves every moment so that we continue to be the
healthcare company that specialises in you!
Company
Information
Our Guiding
Spirit
Board of Directors
Message from
The Group CEO
10
14
36
Message from
The CEO India
Operations Review
Corporate Social
Responsibility
44
56
81
96
100
155
158
161
164
Directors Report
Report on Corporate Governance
Management Discussion & Analysis Report
Auditors Report & Annexure to Standalone Financials
Standalone Financials
Abstract to Financials of Subsidiary Companies
Statement Regarding Subsidiary Companies (Section 212)
Auditors Report to Consolidated Financials
Consolidated Financials
Company Information
Board of Directors
Executive Directors
Mr. Malvinder Mohan Singh, Executive Chairman
Mr. Shivinder Mohan Singh, Executive Vice Chairman
Mr. Balinder Singh Dhillon, Executive Director
Non-Executive Directors
Mr. Harpal Singh
Dr. Brian Tempest
Mr. Gurcharan Das
Ms. Joji Sekhon Gill
Mr. Pradeep Ratilal Raniga
Dr. Preetinder Singh Joshi
Mr. Sunil Godhwani
Lt. Gen. Tejinder Singh Shergill
Group Chief Executive Officer
Mr. Vishal Bali
Group Chief Financial Officer
Mr. Sandeep Puri
Company Secretary
Mr. Rahul Ranjan
Auditors
M/s S. R. Batliboi & Co. LLP, Chartered Accountants, New Delhi
Registered Office
Fortis Healthcare Ltd
Escorts Heart Institute and Research Centre
Okhla Road, New Delhi - 110025
Tel: +91-11-26825000/5001
Fax: +91-11-41628435
Dear Shareholders,
It gives us great pleasure to once again
communicate with you through our annual
report for the year 2012-13. We set out over
a decade ago on our mission to make quality
healthcare accessible to all and would like to
thank you for your unstinting support in our
journey so far.
We are also happy to share with you
that in the year gone by, your Company has
witnessed a further maturing of processes
and systems aligned towards delivering better
healthcare to our patients across the Fortis
Network.
Nature of the
Healthcare Business
Healthcare is a ubiquitous need and a business
that is directed at serving humanity. The
demand for medical care and the consequent
demand for better hospitals and healthcare
facilities grow incessantly, unaffected by
economic gyrations.
Message from The Executive Chairman & The Executive Vice Chairman
Message from The Executive Chairman & The Executive Vice Chairman
To create a world-class
integrated healthcare
delivery system,
entailing the finest
medical skills combined
with compassionate
patient care
Board of Directors
Harpal Singh
Gurcharan Das
Sunil Godhwani
Vishal Bali
Group Chief Executive Officer
Dear Shareholders,
The year 2013 was significant in Fortis Healthcares journey
in many ways. We crossed several milestones and took some
strategic decisions to position your Company for a stronger
future. Our growth is a remarkable achievement, but there is
so much more that we will do in the years to come to make
a difference to our shareholders and our consumers around
the world.
Your Companys operating performance over the
Financial Year 2012-13 (FY13) has been encouraging. The
Consolidated Global Revenue was ` 6,052 Crore, up by 103%.
The Consolidated Operating EBITDA before considering the
impact of the business trust (RHT) related costs represented
a margin of 13.4% while the Consolidated Global PAT was
` 500 Crore, up from ` 72 Crore in FY12. This includes a onetime gain arising from the business trust transaction.
Over the last year, strengthening the Companys
balance sheet and taking strategic action to position the
Company for the next phase of growth were among our key
priorities. We continue to strengthen our efforts, investing in
people, technology, innovation and infrastructure.
A significant milestone in our journey during the
fiscal was the adoption of an asset light model, a pathbreaking
innovation in the healthcare sector. The creation of this asset
light model has opened an innovative financing route and
a perpetual source of funding to set up our future hospital
infrastructure.
In FY13, we launched two new hospitals in India,
one in Kangra, Himachal Pradesh, and the other in Dehradun,
Vishal Bali
Group Chief Executive Officer
Aditya Vij
Chief Executive Officer - India
10
Dear Shareholders,
It gives me great pleasure to share with you that in
the year gone by, our India operations continued to
perform well. We made significant progress across
key areas fundamental to the health of the business.
On the financial front, revenues from the
India hospital business grew 20% to ` 2,293 Crore
in FY13. Operating EBITDA before considering the
impact of business trust (RHT) related costs stood at
14.3% in FY13.
Key operating metrics of the hospital
business continued to witness robust momentum with
the Average Revenue Per Occupied Bed (ARPOB)
growing 12% to ` 1.04 Crore, Occupancy increasing
to 74% (versus 72% in FY12) and Average Length
of Stay (ALOS) reducing to 3.8 days (versus 4.0
days in FY12). Improvement in these metrics is
the result of the organisations collective efforts to
enhance operational efficiency.
Our attempts at introducing minimally
invasive procedures are resulting in reducing length
of stay, improving outcomes and creating room for
bed turnaround and incremental capacity utilisation.
In FY13, the hospital business consolidated its
super-speciality position and grew in all core
specialities. Revenue from cardiac sciences (that
represents 35% of India hospital business revenue)
grew by 16% over the corresponding year. Revenue
Aditya Vij
Chief Executive Officer - India
Operations Review
At Fortis, we are driven by the
philosophy of patients first
and are committed to providing
comprehensive medical care of the
highest order. Our strategy has
been to focus on select medical
specialities, with the objective of
generating measurable, predictable
and replicable patient outcomes.
Operations Review
FINANCIAL PERFORMANCE
FEHI
250
Mohali
172
Mulund
166
BG Road
357
304
204
194
182
194
Noida
114
Jaipur
75
Shalimar Bagh
96
Faridabad
137
FY 11-12
FY 12-13
116
108
94
98
Malar
70
Vashi
50
90
100
150
200
250
300
350
400
Operations Review
Operations Review
20
Operations Review
Fortis Hospitals,
Anandpur, Kolkata
Operations Review
24
Operations Review
Operations Review
28
Centres of Excellence
Operations Review
Operations Review
Doctrina is a peer-to-peer
network that aims to enrich and
enhance the skills and capabilities of
our doctors through interaction and
collaboration. Through this initiative,
Fortis provides a unique platform
for doctors to connect with peers
and eminent experts across the vast
Fortis network. Doctrina encourages
clinicians to engage in knowledge
sharing and mentoring through
medical forums and one-on-one
discussions.
Webinar Series
Fortiss Webinar series leverages
the Internet-based information and
communication technologies to
deliver live and recorded content to
Fortis doctors across geographies
and time zones. Topics as diverse
as colorectal cancer, bronchoscopy
interventional pulmonology,
coronary stent for bilateral (TKR),
advances in urology, third generation
and bioresorbable stents, awake
cardiac surgery, robotic cardiac
surgery and transcatheter aortic
valve replacement were covered.
The
Leadership
Development
Initiative (LDI) programme, which
was launched in November 2011,
concluded in December 2012
with a Leadership Behaviours
Workshop and the Graduation
and Convocation Ceremony. The
Leadership Behaviours workshop
was an experiential platform that gave
the participants an opportunity to
understand their own leadership style
and receive feedback on the same
from other participants.
As part of the Graduation and
Convocation Ceremony, members
of the top leadership team addressed
the group on leadership, expectations
from the group and the way forward.
Grade Restructuring
Exercise
Operations Review
Process Integration
Quality
During the last financial year, Fortis
Hospital, Shalimar Bagh, New
Delhi, was awarded the National
Accreditation Board of Hospitals
Operations Review
As an organisation, we took
a significant step forward in ensuring
patient satisfaction during the fiscal
by committing to our patients a
standard level of service. We intend
to monetarily compensate patients
in case any deficiency is pointed
out in the service level agreement.
Our confidence in our systems and
capabilities has prompted us to
take a step that is unprecedented
in the history of Indias healthcare
sector. The policy was successfully
implemented in Preventive Health
Checks (PHC), laboratory and
ultrasound.
The FOS annual meet
was organised to ensure standard
interpretation of metrics and
calculation methodology, and to
discuss the impact that FOS can
have on patient satisfaction. The new
audit questionnaire was launched to
ensure that departments were using
the correct calculation methodology
and following the right processes.
The questionnaire comprised an
exhaustive list of queries for a deeper
understanding of the process and
calculation methodology.
36
Fortis Healthcare Limited | 17th Annual Report 2012-13
Differently-abled athletes of
Special Olympics Bharat
The Fortis Foundation joined
hands with Special Olympics
Bharat (SOB) as its Healthcare
A. Cervical Cancer
40
Inderjit was like any other normal 24-year-old girl, full of dreams and
aspirations, until everything changed in an instant on December 8, 2011.
Manjit, a man who wanted to marry Inderjit, threw acid on her after his
marriage proposal was turned down by her family. The incident disfigured
Inderjits face, damaged her eyesight and caused serious injuries on
her neck, hands and other parts of her body. She has undergone six
reconstructive surgeries, is severely depressed and has become a social
recluse because of the loss of vision and her appearance.
Even after running from pillar to post, the family did not receive
any monetary support from the state government. Belonging to an
economically deprived family and having lost her father a few years ago,
Inderjit was at a loss to arrange funds for her treatment. Fortis Foundation
took up this case and bore all expenses relating to her psychological
counseling and treatment at the Fortis Hospital, Mohali. The Foundation
also shouldered the expenses involved in the restoration of her vision
through several surgeries conducted at Shankar Nethralaya, Chennai.
Amanpreet Kaur, 23 years
Acid attack victim from Bathinda, Punjab
Regular
lectures,
educational
programmes and training sessions
were organised for internal and
external stakeholders on different
health-related issues. These lectures
were held in schools, colleges or public
places. Lectures on health issues
were also organised for government
employees, public sector undertakings
(PSUs) and private sector companies.
Issues like mother and child health,
diabetes, hypertension, back and spine
related problems, cervical cancer in
women, asthma, the importance of
hand hygiene, prevention of coronary
disease, stress management, first aid
training, arthritis, HIV/AIDS, and
womens health were covered.
F. Spandan
42
For several years, Shivam Kumar, a student of Class 9 in a government school in Ghaziabad, Uttar Pradesh,
used to complain of fatigue and occasional breathlessness. He could not concentrate on his studies. Concerned
about his health, his family initially took him to the Guru Teg Bahadur (GTB) Hospital and later to the G.B. Pant
Hospital in Delhi. Investigations revealed that he had rheumatic heart disease and needed a valve replacement.
His father, a washerman, could not raise enough funds for the surgery and approached Fortis for support. Shivam
was treated free of cost at the Fortis Memorial Research Institute in March 2013.
RITWIK BHADORIA, 6 MONTHS
Ritwik, a six-month-old infant, was not gaining weight and used to fall ill quite often. Ritwik was taken to a
doctor after he fell seriously ill while on a visit to Mumbai. He was diagnosed to be suffering from Ventricular
Septal Defect (VSD), a congenital heart ailment. The childs family could not get help because of the high cost
of surgery. The family is economically weak. Ritwiks father approached the Fortis Hospital in Mulund, where
he was operated. The cost of the childs surgery was borne by Fortis Mulund and the Being Human Foundation.
Ritwik turned 10 months old in March 2013, and has showed significant progress.
AVANI KAMBLE, 2 YEARS
Avani was delivered at a Brihanmumbai Municipal Corporation (BMC) hospital in Mumbai. She used to have
frequent bouts of fever. When she was a month old, she was diagnosed with VSD. Though the doctors told her
parents that the hole in her heart would reduce with time, the girls condition continued to deteriorate. The family
is from Uran in the district of Raigad, Maharashtra, and the childs father works at a local canteen, earning only
` 205 per day. His earnings go towards managing his family of five, including a 95-year-old father, wife and
another daughter. A local paediatrician, who reviewed her case when she was two years old, asked the parents to
take the child to the Fortis hospital in Mulund, where Avani was treated free of cost. Avani was operated upon in
March 2013, and is doing well.
Directors
Report
Dear Members,
Your Directors have pleasure in presenting here the Seventeenth Annual
Report of your Company together with the Audited Standalone and
Consolidated Financial Accounts and the Auditors Report thereon for the
Year ended March 31, 2013.
FINANCIAL RESULTS
The highlights of Consolidated Financial Results of your Company and its
Subsidiaries are as follows:
[` in Million]
Particulars
Continuing Operations
Operating Income
Other Income
Exceptional items
Total Income
Total Expenditure
Operating Profit
Less: Finance Charges,
Depreciation & Amortization
Profit before Tax
Less: Tax Expenses
Net Profit for the year
Share in the (Loss)/Profit of
Associates
Profits/ (losses) attributable to
Minority Interest
Profit for the year from continuing
operations (A)
Discontinuing Operations
Profit before tax from discontinuing
operations
Consolidated
Year ended
Year ended
March 31,
March 31,
2013
2012
42,431.66
26,176.72
1,520.14
1,755.41
9,958.88
63.17
53,910.68
27,995.30
39,273.22
22,806.43
14,637.46
5,188.87
7,649.94
4,257.57
6,987.52
1,873.91
5,113.61
82.37
931.30
366.29
565.01
13.27
289.07
(55.94)
(4,906.91)
634.22
969.33
146.31
Directors Report
Particulars
Consolidated
Year ended
Year ended
March 31,
March 31,
2013
2012
439.25
42.17
530.08
104.14
437.63
16.14
92.45
4,999.36
88.00
722.22
Operating Income
Other Income
Exceptional item
Total Income
Total Expenditure
Operating Profit
Less: Finance Charges and
Depreciation
Profit before Tax
Less: Tax Expenses
Net Profit for the year
Standalone
Year ended
Year ended
March 31,
March 31,
2013
2012
3,529.72
2,812.80
1,905.69
1,270.42
1,846.24
5,435.41
5,929.46
3,541.33
2,765.12
1,894.08
3,164.34
1,573.33
1,150.48
320.75
148.27
172.48
2,013.86
2,013.86
Directors Report
Directors Report
Particulars
50
ESOP Disclosure in Directors Report
Details of Employee Stock Option Plan 2007 and Employees Stock Option Plan 2011 for the year ended March 31, 2013
(as per Clause 12 of SEBI (ESOS and ESPS) Guidelines, 1999
Date of
Grant
Particulars
Directors Report
52
Particulars
Directors Report
N.A.
B. Technology Absorption
Services of
Tata Energy Research
Institute (TERI) have been utilized to
achieve sustainable design of building.
Fortis Memorial Research Institute has
been awarded 4 Star GRIHA Rating post
auditing by consultants. Building simulation
techniques have been used to achieve energy
efficient design for the Hospital by integration
of day light and by carefully selecting Light
fixtures, engineering equipment.
Nil
Directors Report
(i) Earnings
: ` 2484.92 lacs
Other
` 4351.83 lacs
Report on
Corporate
Governance
1. INTRODUCTION
56
with these principles, the Company has created a corporate structure based on business needs and maintains
a high degree of transparency through regular disclosures and a focus on adequate control systems.
3. BOARD OF DIRECTORS
The Board of Directors (the Board) is at the core of the Companys Corporate Governance practices
and oversees how Management serves and protects the long term interest of its stakeholders. It brings in
strategic guidance, leadership and an independent view to the Companys Management while discharging
its fiduciary responsibilities, thereby, ensuring that Management adheres to highest standards of ethics,
transparency and disclosure.
Our policy towards the Composition of Board is to have an appropriate mix of Executive, Non-Executive
and Independent Directors, representing a judicious mix of professionalism, subject specific competence
in areas critical to the organization, knowledge and experience. This helps to drive value-based guidance
whilst maintaining the independence of the Board and to separate its functions of Governance and
Management.
Currently, the Board consists of 11 (Eleven) Members, of whom 3 (Three) are Executive Directors viz.,
an Executive Chairman, an Executive Vice Chairman and an Executive Director and 8 (Eight) are NonExecutive Directors. Amongst the Non-Executive Directors, 6 (Six) are Independent Directors. The NonExecutive Directors bring an external and wider perspective in Boards deliberations and decisions.
The size and composition of the Board conforms to the requirements of Clause 49 of the Listing Agreement
with Stock Exchanges. Other details relating to the Directors as on March 31, 2013 are as follows:
Name of the
Director
Directorship
in other
Companies@
Mr. Malvinder
Mohan Singh
Mr. Shivinder Mohan
Singh
Mr. Balinder Singh
Dhillon
Dr. Brian William
Tempest
Mr. Gurcharan Das
Executive Chairman
(Promoter)
Executive Vice
Chairman (Promoter)
Executive Director
Mr.Harpal Singh*
Dr. P S Joshi
Mr. Sunil Godhwani
Lt. Gen. T S Shergill
Mr. Pradeep Ratilal
Raniga**
Ms. Joji Sekhon
Gill**
Non-Executive
Independent
Non-Executive
Independent
Non-Executive
Non-Independent
Non-Executive
Independent
Non-Executive
Non-Independent
Non-Executive
Independent
Non-Executive
Independent
Non-Executive
Independent
Committee
Membership
in other
Companies#
3
Committee
Chairmanship
in other
Companies#
@ Excluding Private Limited Companies which are not subsidiaries of Public Limited Companies, Foreign Companies and
Companies formed under Section 25 of the Companies Act, 1956.
58
# Represents membership/chairmanship of Audit Committee & Shareholders Grievance Committee of Indian Public
Limited Companies.
* Related to Promoters
** Appointed as Independent Directors as on May 28, 2012
None of the Directors on Board, is a member in more than ten committees and/or act as a chairman of
more than five committees across all the companies in which he is a Director.
Except Mr. Malvinder Mohan Singh and Mr. Shivinder Mohan Singh, who are brothers, and Mr. Harpal
Singh, who is Mr. Malvinder Mohan Singhs father-in-law, none of the Directors are related to one
another.
During the year ended 31st March, 2013, the Board membership was expanded by the addition of
Mr. Pradeep Ratilal Raniga and Ms. Joji Sekhon Gill as additional Director(s). They were subsequently
re-appointed as Directors by the shareholders in the Annual General Meeting held on 29th September,
2012.
In addition, Justice S S Sodhi, being subject to retirement by rotation at the last Annual General Meeting
held on 29th September, 2012 and expressing a desire not to seek re-election, retired from the Board.
According to the Articles of Association of the Company and Companies Act, 1956, at every Annual
General Meeting, one-third of such of the Directors for the time being liable to retire by rotation, shall
retire from office and at the same Annual General Meeting such vacancy may be filled up by appointing the
retiring director who shall be eligible for re-appointment.
Accordingly, Lt. Gen. T. S. Shergill, Mr. Harpal Singh and Dr. P. S. Joshi are liable to retire at the ensuing
Annual General Meeting. The Company has received confirmations recommending their re-appointment
at the ensuing Annual General Meeting. The Board has recommended re-appointment of Mr. Harpal
Singh and Dr. P. S. Joshi.
Lt. Gen. T. S. Shergil having attaining the age of Superannuation has not opted for re-appointment at the
ensuing Annual General Meeting and accordingly will retire upon the completion of his term.
The profiles of these directors in terms of Clause 49 of the Listing Agreement are provided in the Notice
convening the ensuing Annual General Meeting.
The Board of Directors is an apex body constituted by the members for overseeing the overall functioning
of the Company. The Board provides and evaluates the strategic directions of the Company, Managements
policies and their effectiveness and ensures that the long term interests of the shareholders are being
served.
The probable dates of the Board Meetings for the forthcoming year are decided in advance and published
as part of the Annual Report. The Board meets at least once in a quarter to review the performance of the
Company and approves, inter alia, the quarterly financial results. Whenever necessary, additional meetings
are held. In case of business exigencies or urgency of matters, resolutions are passed by circulation.
Independent Directors are regularly updated on performance of the Company, business strategy and
new initiatives being taken/ proposed to be taken by the Company. The agenda for each Board Meeting
alongwith background papers are circulated in advance to the Board Members to facilitate meaningful
discussion at the meeting. Every Board Member is free to suggest items for inclusion in the agenda.
The Directors are provided free access to offices and employees of the Company. Management is encouraged
to invite Companys officials to such Board Meetings at which their presence and expertise helps the Board
to develop a full understanding of matters being deliberated.
The Company effectively uses audio / video conferencing facility to enable the participation of Directors
who cannot attend the same in person.
Five Board meetings were held during the year ended March 31, 2013. These were held on (i) May 28,
2012; (ii) August 14, 2012; (iii) November 09, 2012; (iv) February 12, 2013; and (v) March 26, 2013
The following table gives the attendance record of the directors at the above said Board Meetings and at
the last Annual General Meeting, which was held on September 29, 2012:
Name of the Directors
Mr. Malvinder Mohan Singh
Mr. Shivinder Mohan Singh
Mr. Balinder Singh Dhillon
Dr. Brian William Tempest^
Mr. Gurcharan Das^
Mr. Harpal Singh
Ms. Joji Sekhon Gill*
Mr. Pradeep Ratilal Raniga*
Dr.P S Joshi
Mr. Sunil Godhwani
Lt. Gen. T S Shergill
Justice S S Sodhi**
No. of Board
Meetings attended
5
4
5
5
3
3
2
4
5
1
5
2
Attendance at last
AGM
Yes
Yes
Yes
Yes
No
Yes
No
No
Yes
Yes
Yes
No
As required under Clause 49 of the Listing Agreement, to the extent applicable, following information is
placed before the Board:
Quarterly results for the Company and its operating divisions or business segments.
Minutes of meetings of audit, risk & controls committee and other committees of the Board.
The information on recruitment and remuneration of senior officers just below the Board level,
including appointment or removal of Chief Financial Officer and the Company Secretary.
Show cause, demand, prosecution notices and penalty notices, which are materially important.
Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.
Any material default in financial obligations to and by the company, or substantial non-payment for
services rendered by the company.
Any issue, which involves possible public liability claims of substantial nature, including any judgement
or order which, may have passed strictures on the conduct of the company or taken an adverse view
regarding another enterprise that can have negative implications on the company.
Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
Significant labour problems and their proposed solutions. Any significant development in Human
Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary
Retirement Scheme etc.
Sale of material nature of investments, subsidiaries, assets, which is not in normal course of business.
Quarterly details of foreign exchange exposures and the steps taken by Management to limit the risks
of adverse exchange rate movement, if material.
Non-compliance of any regulatory, statutory or listing requirements and shareholders service such as
non-payment of dividend, delay in share transfer etc.
Statutory Compliances
The Board periodically reviews the mechanism put in place by the Management to ensure the compliances
with Laws and Regulations as may be applicable to the Company as well as the steps taken by the Company
to rectify the instances of non-compliances, if any.
Code of Conduct
The Board has prescribed a Code of Conduct (Code) for all employees of the Company including Senior
Management and Board Members, which covers the transparency, behavioral conduct, a gender friendly
work place, legal compliance and protection of the Companys property and information. The code is
also posted on the website of the Company. In terms of Clause 49 of the Listing Agreement, the Senior
Management and Board Members have confirmed the compliance with the Code for the financial year
2012-13. A declaration to this effect signed by the Executive Chairman of the Company, is provided
elsewhere in this Report.
In terms of Clause 49 of the Listing Agreement read with the Companies Act, 1956, the Board has
formed Three Committees viz. Audit, Risk & Controls Committee, Shareholders / Investors Grievance
Committee and Human Resources & Remuneration Committee.
Keeping in view the requirements of the Companies Act, 1956 as well as Clause 49 of the Listing Agreement,
the Board decides the terms of reference of these Committees and the assignment of members to various
committees. The recommendations, if any, of these Committees are submitted to the Board for approval.
Composition:
As on March 31, 2013 , the A,R&C Committee comprised of the following members, namely:
All the members of the Committee are financially literate and one member is having requisite
accounting and financial management expertise. The Company Secretary acts as the Secretary of the
Committee.
The salient roles and responsibilities associated with the A, R&C Committee include, but are not limited
to, the following:
1. Reviewing the integrity of the financial reporting process and the financial statements and
disclosures.
2. Review :
-
the annual audited financial statements, external auditors report thereon and related
managements discussion and analysis of the financial condition and results of operations and
managements report.
the interim financial statements of the company, the external auditors review report thereon
and the related management discussion and analysis.
and, if advisable, approve or recommend for Board approval all external filings, advisories
or press releases which disclose financial results or offer material disclosure of a financial
nature.
The above-mentioned roles and responsibilities reflect the salient terms of reference and responsibilities
for the A, R&C Committee. The detailed and exhaustive Mandate of the A, R&C Committee is available
on the website of the Company for reference.
The Chair shall report to the Board on matters arising at the Committee meetings and, where applicable,
shall present the Committees recommendations to the Board for its approval.
Five meetings of Audit, Risk & Controls Committee were held during the year ended March 31, 2013.
These were held on (i) May 02, 2012; (ii) May 28, 2012 (iii) August 13, 2012 (iv) November 08, 2012 ,
and (v) February 11, 2013. The attendance of members of the A,R&C Committee at the said meetings
was as follows:
Sr. No.
1.
2.
3.
4.
5.
The Statutory Auditors, Internal Auditors, Executive Director, Chief Executive Officer and the
Group Chief Financial Officer are generally invited to the meetings of the Audit, Risk & Controls
Committee.
62
Composition
As on March 31, 2013 , the Shareholders / Investors Grievance Committee comprised of the following
members, namely:
Mr. Rahul Ranjan, Company Secretary acts as the Secretary of the Shareholders/Investors Grievance
Committee as well as the Compliance Officer pursuant to Clause 47(a) of the Listing Agreement with
the Stock Exchanges.
Terms of Reference
-
To authorise issue of Duplicate Share Certificates and Share Certificates after Split / Consolidation/
Replacement/Re-materialization;
To affix or authorise affixation of the Common Seal of the Company on Share Certificates of the
Company.
To authorise to sign and endorse Share Transfers and issue Share Certificates approved by the
Committee on behalf of the Company.
To monitor redressal of shareholders and investors complaints about transfer of shares, nonreceipt of balance sheet, non-receipt of declared dividends etc.
The Mandate of the Shareholders/Investors Grievance Committee is also available on the website of
the Company.
Received
Resolved/ Attended
Pending
18
18
18
18
The Company gives utmost priority to the redressal of Investors Grievances which is evident from
the fact that all complaints received from the investors were resolved expeditiously, to the satisfaction
of the investors.
Three meetings of Shareholders/Investors Grievance Committee were held during the year ended
March 31, 2013. These were held on (i) May 28, 2012 (ii) August 14, 2012, and (iii) February 12,
2013.
The attendance of members of the Shareholders / Investors Grievance Committee at the said
meetings was as follows:
Sr. No.
1.
2.
3.
The salient roles and responsibilities associated with the HR&R Committee include, but are not limited
to, the following:
1. Assisting in identifying and finalizing suitable candidates as members of the Board and
recommendation of compensations norms.
2. Review and approval of periodic target setting, appraisal and evaluation process(es).
3. Review of compensation packages of the Managing Director and Chief Executive Officers
annually.
4. Review and approval of the compensation and other employment arrangements of the senior
Management and reviewing the senior Management Development Plans.
64
5. Review of all terminations / severance of employments where such has been occasioned for cause
of breach of policy.
6. Review and approval of a succession and emergency preparedness plan for the Chief Financial
Officer and all senior Management reporting directly to the Chief Executive Officer.
7. Review and recommendation to the Board for approval the grant of stock options or pension rights
to the employees and/or Directors of the Company and subsidiary companies and to discharge
delegated authorities under different ESOP Plans of the Company.
8. Review of managements assessment of significant human resource risks.
9. Review and, if advisable approve human resource related policies and procedures.
The above-mentioned roles and responsibilities constitute the salient terms of reference and
responsibilities for the HR&R Committee. The detailed and exhaustive Mandate of the HR&R
Committee is available on the website of the Company for reference.
Three meetings of HR & R Committee were held during the year ended March 31, 2013. These were
held on (i) May 02, 2013; (ii) October 29, 2012 (iii) March 26, 2013;
The attendance of members of the HR & R Committee at these meetings was as follows:
Sr. No.
1
2
3
4
5
6
* Appointed as Member and Chairperson of the Committee w.e.f August 14, 2012.
Mr. Rahul Ranjan, Company Secretary acts as the Secretary of the HR & R Committee.
The Board of Directors also constituted a Board level Committee viz., Issue Committee which is
inter alia empowered to take all actions and decide all matters in relation to proposed issuance of
securities approved by the Board.
The remuneration policy of the Company is aimed at rewarding the performance, based on review of
achievements on a regular basis and is in consonance with the existing industry practice.
The Directors remuneration policy of your Company conforms to the provisions of Companies Act, 1956.
The remuneration paid/payable to the Executive Directors is as recommended by the HR&R Committee,
decided by the Board and approved by the Shareholders and Central Government, if required.
Presently, the Non-Executive Directors are paid sitting fees for attending the Meetings of Board of
Directors and various Committees of Board viz. Audit, Risk & Controls Committee, Shareholders/
Investors Grievance Committee, Human Resources & Remuneration Committee.
The key components of the Companys Remuneration Policy for the Board Members are:
Remuneration to Directors
Executive Directors
Mr. Malvinder Mohan Singh was appointed as a Whole-time Director of the Company designated as
the Executive Chairman for a period of 5 years w.e.f. January 11, 2012, not drawing any remuneration.
Subsequently, the Central Government also conferred its approval for the appointment of Mr. Singh
as the Executive Chairman of the Company. During the year, the Board of Directors in their meeting
held on March 26, 2013, approved the variation to the terms of appointment including payment of
remuneration for a period of three years w.e.f. April 01, 2013.
Mr. Balinder Singh Dhillon, was appointed as a Whole-time Director of the Company designated as
Executive Director for a period of five years w.e.f. January 11, 2012, not drawing any remuneration.
Subsequently, the Central Government also conferred its approval for the appointment of Mr. Dhillon
as Executive Director of the Company. During the year, the Board of Directors in their meeting
held on March 26, 2013, approved the variation to the terms of appointment including payment of
remuneration for a period of three years w.e.f. April 01, 2013.
Further, the Board of Directors of the Company has, at its Meeting held on 14th August, 2012,
subject to all necessary approvals, as may be required, approved the Re-appointment of Mr. Shivinder
Mohan Singh as Executive Vice Chairman of the Company for a period of 3 (three) years w.e.f. 13th
November, 2012, on a Remuneration not exceeding 2% of Net Profits of the Company computed in
accordance with Section 198 of the Act or ` 15,00,00,000 (Rupees Fifteen Crores) per annum, whichever
is higher.
The details of remuneration paid to Mr. Singh during the financial year ended March 31, 2013 is as
under:
(Amount in `)
Salary, Allowances
& Perquisites
Retiral Benefits
52,200,000
1,728,000
Service Contract
Tenure
Notice Period
3 years w.e.f.
3 Months
November 13, 2012
Total
53,928,000
Notes:
1. Retiral Benefits of
2. As the liability for Gratuity & Leave Encashment is provided on an actuarial basis for the Company
as a whole, the amount pertaining to Mr. Shivinder Mohan Singh is not ascertainable and, therefore,
not included in the above.
Except the sitting fees to Non-Executive Directors for attending the Meetings of Board / Committee
and an all-inclusive Fees to Non-Executive Directors, subject to approval of Central Government,
amounting ` 7,50,000 per annum with an additional fees of ` 2,50,000 per annum, if they were also a
Chairman of any Committee(s) of the Board, there was no other pecuniary relationship or transactions
of the Non-Executive Directors vis--vis the Company.
During the year 2012-13, the Company had made applications to the Central Government seeking
its approval for payment of all inclusive Fees to Mr. Pradeep R. Raniga and Ms. Joji S. Gill, NonExecutive Directors of the Company. The Company shall make the payment of Fees to them upon
receipt of approval.
The details of Sitting Fees paid to Directors and their Shareholding as on March 31, 2013 is as follows:
S. No. Name of Director
1
2
3
4
5
6
7
8
9
10
11
12
66
Sitting Fees*
(`)
NA
NA
NA
200,000
60,000
220,000
100,000
120,000
320,000
20,000
260,000
60,000
* For attending the Board Meetings, Audit, Risk & Controls Committee, Shareholders/ Investor Grievance Committee
and Human Resource & Remuneration Committee Meetings.
The Company has not granted any stock options to any of its Directors except Mr. Balinder Singh Dhillon.
5. SUBSIDIARY COMPANIES
During the financial year 2012-13, the Company does not have any of its subsidiaries as material nonlisted subsidiary. Basis the Consolidated Audited Annual Accounts of the Company for the financial year
2012-13, none of the subsidiary companies of the Company has been accounted as a material non-listed
subsidiary in terms of Clause 49 of the Listing Agreement.
The Audit, Risk & Controls Committee of the Company reviews the financial statements and investments
made by the unlisted subsidiary companies. The minutes of the Board Meetings as well as the statements
of significant transactions and arrangements entered into by the unlisted subsidiaries, if any, are placed
before the Board of Directors of the Company from time to time.
Post March 31, 2013, the Honble High Court of Delhi has approved the merger of two subsidiaries of the
Company - Fortis Health Management (North) Limited with Fortis Hospitals Limited effective from the
appointed date i.e. April 01, 2012.
The ECM & CFO certification as stipulated in the Clause 49 (V) of the Listing Agreement was placed
before the Board alongwith financial statements for the year ended March 31, 2013. The Board reviewed
and took the same on records. The said certificate is provided elsewhere in the Annual Report.
As required by Clause 49 of the Listing Agreement, the Certificate on Corporate Governance issued by
M/s. Sanjay Grover & Associates, Practicing Company Secretary is given elsewhere in the Annual Report.
The location and time of the General Meetings held during the preceding three years are as follows:
Financial
Date
Time
Venue
Special resolution passed
Year
Annual General Meetings
2009-10 18-09-2010 11.00 A.M. Air Force
- Payment of revised remuneration to
Auditorium,
Mr. Shivinder Mohan Singh, Managing
Subroto Park,
Director, for his remaining tenor as
New Delhi - 110 010
Managing Director of the Company i.e.
from April 01, 2008 till November 12,
2009;
2010-11
2011-12
During the year ended March 31, 2013, pursuant to Section 192A of the Companies Act, 1956 read with
the Companies (Passing of Resolution by Postal Ballot) Rules, 2011, the members of the Company have
approved following resolutions by means of postal ballot, the details of which are as under:
A. Business considered vide Notice of Postal Ballot dated June 01, 2012 and whose results were
declared on July 13, 2012, at the registered office of the Company at Escorts Heart Institute
and Research Centre, Okhla Road, New Delhi 110025:
Ordinary Resolution for (i) transfer of the Companys balance shareholding in Kanishka Healthcare Limited
and Fortis Health Management Limited, directly and indirectly, to Religare Health Trust Trustee-Manager
Pte. Limited (in its capacity as trustee-manager of Religare Health Trust (RHT)) and (ii) reduction, from
100% to not less than 26%, of the Companys beneficial stake in RHT, and consequently the Hospital Services
Companies, as a result of the proposed Initial Public Offer of units in RHT.
For the conduct of Postal Ballot exercise, Mr. Mukesh Manglik, Company Secretary in Whole time
practice, was appointed as Scrutinizer.
Summary of the result of the aforementioned Postal Ballot, announced by Mr. Shivinder Mohan Singh,
Executive Vice Chairman of the Company, on July 13, 2012 is as follows:
Item
68
No. of
valid postal
ballot forms
received
1638
(representing
342,107,433
Equity
Shares)
Votes cast
Votes
in favour
against the
of there
resolution
solution
1437
201
(representing (representing
342,083,208 24,225 Equity
Equity
Shares)
Shares)
No. of
invalid postal
ballot forms
received
57
(representing
24,232 Equity
Shares)
B. Business considered vide Notice of Postal Ballot dated December 05, 2012 and whose results
were declared on January 15, 2013, at the registered office of the Company at Escorts Heart
Institute and Research Centre, Okhla Road, New Delhi 110025:
Special Resolution under Section 81(1A) and other applicable provisions of the Companies Act, 1956, if any, for
raising of funds
For the conduct of Postal Ballot exercise, Mr. Sanjay Grover of M/s. Sanjay Grover & Associates,
Company Secretary in Practice, was appointed as Scrutinizer.
Summary of the result of the aforementioned Postal Ballot, announced by Mr. Balinder Singh Dhillon,
Executive Director of the Company, on January 15, 2013 is as follows:
Sr.
No.
Item
No. of valid
Votes*
1.
Special
Resolution for
raising of funds.
960
(representing
339,459,615
Equity Shares)
Votes cast in
favour of the
resolution
901
(representing
331,240,594
Equity shares)
Votes against
the resolution
No. of invalid
Votes
59
(representing
8,219,021 Equity
shares)
49
(representing
21,791 Equity
shares)
C. Business considered vide Notice of Postal Ballot dated March 26, 2013 and whose results were
declared on May 20, 2013, at the registered office of the Company at Escorts Heart Institute
and Research centre, Okhla Road, New Delhi 110025:
Special Resolutions for (i) Variation in terms of appointment including remuneration of Mr. Malvinder Mohan
Singh, Executive Chairman; (ii) Variation in terms of appointment including remuneration of Mr. Balinder
Singh Dhillon,Executive Director; and (iii) Alteration in objects clause of Memorandum of Association of the
Company.
For the conduct of Postal Ballot exercise, Mr. Mukesh Manglik, Company Secretary in Practice, was
appointed as Scrutinizer.
Summary of the result of the aforementioned Postal Ballot, announced by Mr. Balinder Singh Dhillon,
Executive Director of the Company, on May 20, 2013 is as follows:
Sr.
No.
1.
2.
3.
Item
No. of valid
Votes*
Votes cast
Votes
No. of
in favour
against the invalid Votes
of the
resolution
resolution
Special Resolution for variation in
374
279
95
8
terms of appointment including (representing (representing (representing (representing
remuneration of Mr. Malvinder
339,846,159 330,295,362
9,550,797
1,740
Mohan Singh, Executive
Equity
Equity
Equity
Equity
Chairman.
Shares)
shares)
shares)
shares)
Special Resolution for variation in
275
96
10
371
terms of appointment including (representing (representing (representing (representing
remuneration of Mr. Balinder
9,550,723
2,190
339,845,704 330,294,981
Singh Dhillon, Executive
Equity
Equity
Equity
Equity
Director.
Shares)
shares)
shares)
shares)
Special Resolution for Alteration
372
332
40
10
in objects clause of the
(representing (representing (representing (representing
Memorandum of Association of
339,845,709 339,837,821
7,888
2,190
the Company.
Equity
Equity
Equity
Equity
Shares)
shares)
shares)
shares)
The Notice of Postal Ballot along with the Explanatory Statement pertaining to the draft Resolution(s)
explaining in detail, the material facts alongwith the Postal ballot Form and the self-addressed, postage
prepaid business reply envelope, are sent to all the members, under secured mode of Posting.
The members are required to carefully read the instructions printed in the Postal Ballot Form, fill up the
Form, give their assent or dissent on the resolution(s) at the end of the Form and sign the same as per
the specimen signature available with the Company or Depository Participant, as the case may be, and
return the form duly completed in the attached self-addressed postage prepaid envelope so as to reach the
scrutinizer before the close of working hours of the last date fixed for the purpose. Postal Ballot Form
received after this date, is strictly treated as if the form has not been received from the member.
The scrutinizer appointed for the purpose scrutinizes the postal ballots received and submits his report
to the Company. Voting rights are reckoned on the basis of number of shares and paid-up value of
shares registered in the name of the shareholders on the specified date. A resolution is deemed to have
been passed as special resolution if the votes cast in favour are at least three times than the votes cast
against and in case of ordinary resolution, the resolution is deemed to have been passed, if the votes
cast in favour are more than the votes cast against. Further, presently, no resolution has been proposed
to be passed through Postal Ballot at ensuing AGM.
9. DISCLOSURES
The details of transactions with related parties or others, if any, as prescribed in the Listing Agreement,
are placed before the Audit, Risk & Controls Committee periodically.
In cases of material transaction the same are pursued under direct guidance of the Audit Risk and Controls
Committee with appropriate disclosures and safeguards being implemented to isolate the conflict. Where
required, independent Advisory Committees are constituted and external expert opinion sought for Board
consideration.
Accounting Treatment
While in the preparation of financial statements, no treatment different from that prescribed in an
Accounting Standards has been followed.
The proceeds from the Initial Public Offering (IPO), Rights Issue of Equity Shares with detachable warrants
and issue of Foreign Currency Convertible Bonds have been utilized as per the objects of the respective
issue and details of the same are placed before the A,R&C Committee periodically for its review.
The Company has complied with requirements of the Stock Exchanges, SEBI and other statutory
authorities on all matters relating to capital markets during the last three years.
No penalties or strictures have been imposed on the Company by the Stock Exchanges, SEBI and other
statutory authorities relating to the above.
The Ministry of Corporate Affairs, Government of India, published the Corporate Governance Voluntary
Guidelines 2009. These Guidelines have been published keeping in view the objective of encouraging the
use of better practices through voluntary adoption, which not only serve as a benchmark for the corporate
sector but also help them in achieving the highest standard of corporate governance. These guidelines
provide corporate India a framework to govern themselves voluntarily as per the highest standards of
ethical and responsible conduct of business. The Ministry hopes that adoption of these guidelines will
also translate into a much higher level of stakeholders confidence which is crucial to ensure the long-term
sustainability and value generation by business. The guidelines broadly focuses on areas such as Board of
Directors, responsibilities of the Board, audit committee functions, roles and responsibilities, appointment
of auditors, Compliance with Secretarial Standards and a mechanism for whistle blower support.
As a front runner in Corporate Governance in India, the Companys policies and practices embrace some of
the elements of the Corporate Governance Voluntary Guidelines 2009 issued by the Ministry of Corporate
Affairs. The Company continues to evaluate its Corporate Governance parameters in the context of the
other recommendations under the said Guidelines for appropriate adoption in keeping with the Companys
business model, in due course of time.
10. MANAGEMENT
(a) Management Discussion and Analysis Report forms part of the Annual Report to the Members.
(b) During the year under review, no material financial and commercial transaction has been entered
by Senior Management personnel, where they have any personal interest that may have potential
conflict of the Company at large. The Company has obtained requisite declarations from all Senior
Management Personnel in this regard and the same were duly placed before the Board of Directors on
periodic basis.
11. INVESTOR RELATIONS - BOOSTING INVESTOR CONFIDENCE
The Company recognizes the need and importance of a proactive and efficient Investor Relations (IR)
function in the current business landscape. Given the dynamic nature of the present economic environment,
the complexities of the industry we operate in and the size and scale of our business, the requirement to
constantly communicate and update the investment community has become imperative.
The Companys Investor Relations (IR) function endeavors to be in a continuous dialogue with existing and
potential shareholders and other market participants viz. sell side and buy side analysts, fund managers,
equity sales and other shareholders in order to apprise them of the Companys strategy, financial and
operational parameters. It seeks to provide timely, accurate and relevant information on the various facets
of the Companys performance so as to enable investors to take informed decisions on their investment
options. While creating a better understanding of the Companys businesses, a to and fro interaction
also provides a channel to take feedback from the investors, allay any concerns and provide the Company
management with a perspective from the investment community.
The IR function uses a number of mediums for investor interactions which include periodical quarterly
earning calls, participation at international and domestic investor forums, direct one to one meetings and
conference calls, press releases, healthcare field trips, etc so as to reach out and effectively communicate
with the investment community.
The Company has issued 1,000, 5 percent Foreign Currency Convertible Bonds of US$ 100,000 each
aggregating US$ 100,000,000 in May, 2010. These bonds are listed on Bourse de Luxembourg
(Luxembourg Stock Exchange) and are convertible at the option of the bondholders between May 2013
and May 2015.
Significant Developments after March 31, 2013 till the date of the report:
(i) In May 2013, the Issue Committee of the Board of Directors, by a resolution dated 17 May 2013,
allotted 34,993,030 Equity Shares at an issue price of ` 92 per Equity Share aggregating ` 3,219.4
million under an Institutional Placement Programme (IPP) undertaken by the Company in accordance
with Chapter VIII-A of the SEBI (ICDR) Regulations.
(ii) In June 2013, the Issue Committee of the Board of Directors, by a resolution, allotted 18,833,700
Equity Shares to International Finance Corporation (IFC), on a preferential basis, at an issue price of
` 99.09 per Equity Share aggregating ` 1,866.2 million.
(iii) Additionally, the Company also issued US$ 55,000,000 foreign currency convertible bonds to IFC.
(iv) In August 2013, the Issue Committee of the Board of Directors issued, by way of public subscription,
Foreign Currency Convertible Bonds (FCCBs) aggregating US$ 30,000,000. These FCCBs shall be
listed on Singapore Exchange Securities Trading Limited.
(v) Further, the Company is in process of seeking Members approval for preferential allotment to Standard
Chartered Private Equity (Mauritius) III Limited.
72
As a responsible corporate citizen, the Company has adopted and seeks to follow a lead standard of
corporate ethics in both business and corporate interactions. These standards are embodied under its
various operational policies, which provide the foundation and act as guiding principles in pursuing business
objectives. These policies and guidelines are subject to periodical review and amongst others include:
a) Position paper on Independence of Statutory Auditors
b) Whistle Blower Policy
c) Risk Management Policy
d) Foreign Exchange Risk Management Policy
e) Global Authority Matrix Policy
f) Prevention of Sexual Harassment Policy
In compliance with SEBI (Prohibition of Insider Trading) Regulations, 1992, as amended from time to
time, the Company has instituted a comprehensive Code of Conduct for its Management and Staff. The
Code lays down the guidelines, which advises them on procedures to be followed and disclosures to be
made, while dealing with the shares of the Company.
Companies from which the Promoters have dis-associated in the last three years
The promoters of the Company have not dis-associated themselves from any Company in the last three
years.
(i)
Date of AGM
The Annual General Meeting is proposed to be held on Friday, September 27, 2013 at
11.30 A.M. at PHD Chamber of Commerce and Industry, 4/2 Siri Institutional Area, August
Kranti Marg, New Delhi -110016.
(ii) The Financial Year of the Company is starting from April 01 and ending on March 31 of next
year.
Tentative Date
(On or Before)
1
Financial Reporting for the quarter ending June 30, 2013
August 8, 2013
2
Financial Reporting for the quarter ending September 30, 2013
November 14, 2013
3
Financial Reporting for the quarter ending December 31, 2013
February 14, 2014
4
Financial Reporting for the quarter ending March 31, 2014*
May 15, 2014
5
Annual General Meeting for the year ending March 31, 2014
On or before
September 30, 2014
*As provided in Clause 41 of Listing Agreement, Board may also consider submission of Audited
Financial Results for the year 2013-14 in lieu of Unaudited Financial Results for the fourth quarter,
on or before May 30, 2014 (or such other period as may be stipulated from time to time).
The Share Transfer Books and Register of Members of the Company will remain closed from
Monday, September 23, 2013 to Friday, September 27, 2013 (both days inclusive).
The Companys Equity Shares are listed on the following Stock Exchanges:
The National Stock Exchange of India Limited (NSE), Bandra Kurla Complex, Bandra (E),
Mumbai-400051
The BSE Limited (BSE), PJ Tower, Dalal Street, Fort, Mumbai-400001
The Foreign Currency Convertible Bonds of the Company are listed on Bourse de Luxembourg
(Luxembourg Stock Exchange) and are admitted to trading on the EURO MTF market of the Stock
Exchange.
The Company has paid listing fees to all the above stock exchanges and there is no outstanding
payment as on date.
(vi) Stock Code of Equity Shares / FCCBs Trade Symbol at National Stock Exchange of India Limited
is FORTIS. Scrip Code at BSE Limited is 532843
ISIN for Equity INE061F01013
ISIN for FCCBs: XS0508392817
Common code for FCCBs: 050839281
The Companys shares are among the actively traded shares on NSE & BSE. The monthly trading
volumes of the Companys shares on these exchanges and comparison with broad-based indices, viz.
BSE Sensex and NSE Nifty is as follows.
Month
Apr-12
May-12
Jun-12
Jul-12
Aug-12
Sep-12
Oct-12
Nov-12
Dec-12
Jan-13
Feb-13
Mar-13
Based on closing data of BSE Sensex (Pts.) and FHL (` per Share)
Based on closing data of NSE Nifty (Pts.) and FHL (` per Share)
Link Intime India Private Limited (formerly known as Intime Spectrum Registry Limited) are acting
as Registrar and Transfer Agents (RTA) for handling the shares related matters both in physical
as well as dematerialized mode. All work relating to equity shares are being handled by them. The
Shareholders are therefore, advised to send all their correspondence directly to the RTA. The address
for communication is:
However, for the convenience of shareholders, correspondence relating to shares received by the
Company is forwarded to the RTA for necessary action thereon.
74
The shareholders holding shares in physical form may, if they so want, send their nominations
in prescribed Form 2B of the Companies (Central Governments) General Rules and Forms,1956,
(which can be obtained from the Companys RTA or downloaded from the Companys website
www.fortishealthcare.com) to the Companys RTA. Those holding shares in dematerialized form may
contact their respective Depository Participant (DP) to avail the nomination facility.
As on March 31, 2013, 40,42,69,344 Equity shares representing 99.77% of the paid up Equity Capital
of the Company had been dematerialized.
The Companys Equity shares have been allotted ISIN (INE061F01013) both by the National
Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).
The shareholders holding shares in physical form are requested to get their shares dematerialized at
the earliest, as the Companys Shares are required to be compulsorily traded at Stock Exchanges in
dematerialized form only.
The shareholders who are holding Shares in more than one folio in identical name or in joint holders
name in similar order, may send the share certificate(s) along with request for consolidation of
holding in one folio to avoid mailing of multiple Annual Reports.
The Companys share transfer authority has been delegated to the officials of the Company. The
delegated authority(ies) attend the share transfer formalities on weekly basis to expedite all matters
relating to transfer, transmission, transposition, split and re-materialization of shares and taking
on record status of redressal of Investors Grievance, etc., if any. The share certificate received
by the Company/ RTA for registration of transfers, are processed by RTA (on a weekly basis) and
transferred expeditiously and the endorsed Share Certificate(s) are returned to the shareholder(s) by
registered post.
As per the requirements of clause 47(c) of the Listing Agreement with the Stock Exchanges, the
Company has obtained the half yearly certificates from a Company Secretary in Practice for due
compliance of share transfer formalities.
The Reconciliation of Share Capital Audit as stipulated under Regulation 55A of SEBI (Depositories
and Participants) Regulations,1996 was carried out by a Practicing Company Secretary for each
of the quarter in the financial year 2012-13, to reconcile the total admitted capital with National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL)
and total issued and listed capital. The secretarial audit reports confirm that the total issued/paid
up capital is in agreement with the total number of shares in physical form and the total number of
dematerialized shares held with the depositories. The Secretarial Audit Report for each quarter of
the Financial Year ended March 31, 2013, has been filed with Stock Exchanges within one month of
end of the respective quarter.
(xiv) Demat Suspense Account as per Amended Clause 5A of the Listing Agreement:
Pursuant to the insertion of Clause 5A in the Listing Agreement, the Company has opened a Demat
Suspense Account -Fortis Healthcare Limited IPO Suspense Account and other information as
required under amended Clause 5A of the Listing Agreement is as follows:
i. Aggregate Number of the Shareholders and the outstanding shares in the suspense account
lying at the beginning of the year i.e. April 01, 2012: 54 shareholders and 5,182 shares.
ii. Number of shareholders who approached issuer for transfer of shares from suspense account
during the year: 1 Shareholder for 60 Shares.
iii. Number of shareholders to whom shares were transferred from suspense account during the
year: 1 Shareholder for 60 Shares.
iv. Aggregate number of Shareholders and the outstanding shares in the suspense account lying at
the end of the year i.e. March 31, 2012: 53 Shareholders and 5122 shares.
The voting rights of these shares shall remain frozen till the rightful owners of such shares claim
the subject shares. The details of the shares that have not been credited to Demat Account and are
lying in Fortis Healthcare Limited IPO Suspense Account can be viewed at Investor Section on the
Companys website www.fortishealthcare.com and the concerned persons are requested to apply to
the Company/RTA with requisited documents for transfer of shares to their Demat Account.
Further, as required under Clause 5A.II of the Listing Agreement, as on March 31, 2013, no share
in physical form remains unclaimed.
(xv) Transfer of unclaimed/unpaid amounts to Investor Education and Protection Fund (IEPF):
Pursuant to Sections 205A and 205C and other applicable provisions, if any, of the Companies Act,
1956, all unclaimed/ unpaid application money remaining unclaimed/unpaid for a period of seven
years from the date they became due for payment, in relation to the Company, have to be transferred
to the IEPF established by the Central Government. No claim shall lie against the IEPF or the
Company for the amounts so transferred nor shall any payment be made in respect of such claim.
All concerned pertaining to the above refund of application money are requested to lodge their
claims without any delay with the Registrar & Transfer Agent by April 29, 2014, to avoid any
hardship.
The requests for dematerialization of shares are processed by RTA expeditiously and the confirmation
in respect of dematerialization is entered by RTA in the depository system of the respective
depositories, by way of electronic entries for dematerialization of shares generally on weekly basis.
In case of rejections, the documents are returned under objection to the Depository Participant
with a copy to the shareholder and electronic entry for rejection is made by RTA in the Depository
System.
76
No. of ShareHolders
101,045
13,944
4,987
2,093
641
279
258
306
318
123,871
%age of ShareHolders
81.573
11.257
4.026
1.690
0.517
0.225
0.208
0.247
0.257
100.00
Amount (in `)
(%) to Total
84,115,120
52,480,850
40,200,320
31,931,700
16,515,660
10,091,290
12,218,580
22,887,730
3,781,632,100
4,052,073,350
2.076
1.295
0.992
0.788
0.408
0.249
0.302
0.565
93.326
100.00
Category
Promoters and Promoter Group
Public Shareholding
Banks /Financial Institutions
UTI, Mutual Funds & Insurance Cos.
FIIs/ Foreign Investors
Domestic Companies
Non-Resident Indians
Indian Public
Total
Number of
No. of Shares
% of
Shareholders
held
Shareholding
9
330,153,949
81.48
10
3,429,823
0.85
1
1,885
0.00
74
21,192,842
5.23
1,403
13,762,967
3.40
1,540
1,817,123
0.45
120,834
34,848,746
8.59
123,871
405,207,335
100.00
As on March 31, 2013, none of the share of the Company were under lock-in.
Employee Stock Option Plan 2007: The Company has in place the Employee Stock Option Plan
2007, under which a permanent employee of the Company or its Subsidiaries, whether working in
India or abroad, and Directors of the Issuer and the Subsidiaries (other than an employee who is a
Promoter or part of the Promoter Group, or a Director who directly or indirectly holds more than
ten per cent. of the outstanding equity share capital of the Issuer) are eligible for stock options. The
grant of these options to eligible employees shall not exceed one percent of the issued and subscribed
equity share capital of the Issuer at the time that the options were granted to such employees.
Employee Stock Option Plan 2011: The Company has also in place Employee Stock Option Plan
2011, whereunder Permanent Employees and Directors of the Company and of its holding or of its
subsidiary company(ies) are eligible (excluding the employee who is either promoter or belong to the
Promoter Group, as defined in the Securities and Exchange Board of India (Employee Stock Option
Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (SEBI (ESOP) Guidelines), and
the Director who either by himself or through his/her relative or through any body corporate,
directly or indirectly, holds more than 10% of the outstanding equity shares of the Company) for
the grant of stock options, as may be determined by the HR & Remuneration Committee in line with
designated rules. The total number of options to be granted under this Plan shall not exceed 3%
of the total Paid up Equity Share Capital of the Company as on August 12, 2011, i.e., 12,154,825
options (3% of 405,160,815 Equity Shares). The maximum number of options to be granted to
each employee shall not exceed 1% of the issued equity share capital of the Company (excluding
outstanding warrants and conversion) as on the date of grant of options.
During the year under review, The Employee Stock Option Plan 2011 was amended in the Annual
General Meeting held on September 29, 2012 by way of Special Resolution to make a provision for
formulation of Fortis Healthcare Limited Employees Welfare Trust to administer and implement
the revised ESOP scheme.
Detailed information relating to ESOPs, has been given as an annexure to the Directors Report.
For share transfer/ dematerialization of shares, payment of dividend and any other query
relating to shares:
On May 1, 2010, the Board adopted Standards for its Governance, named as Board Governance
Standards formulating therein the standards relating to its composition, its responsibilities,
expectations from Board Members, tenure of Board Members, compensation, board evaluation and
training, Directors orientation and education etc. A copy of the said Governance Standard is also
available on our website www.fortishealthcare.com.
Remuneration Committee
78
B.
The Board of Directors has constituted a HR & R Committee, of which majority is composed of
independent Directors. The details of HR & R Committee and its powers have already been discussed
in this report.
C. Shareholders Rights
The quarterly/ half-yearly results in the prescribed performa are published in leading English and
Hindi dailies. The results are also made available on Companys website www.fortishealthcare.com.
(a)
the shareholders having shares in physical form are requested to register there e-mail ids with us
or our Registrar, at the address given elsewhere in this report, to enable us to serve any document,
notice, communication annual report, etc. through e-mail.
(b)
the shareholders holding shares in Demat form are requested to register their e-mail id with their
respective Depository Participant for the above purpose.
Declaration as required under Clause 49 of the Listing Agreement
All Directors and Senior Management personnel of the Company have affirmed compliance with the
provisions of the Fortis Code of Conduct for the financial year ended March 31, 2013.
August 8, 2013
Gurgaon
(i) these statements do not contain any materially untrue statement or omit any material fact or contains
statements that might be misleading;
(ii) these statements together present a true and fair view of the Companys affairs and are in compliance
with existing Accounting Standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during
the year which are fraudulent, illegal or violative of the Companys Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting
and we have disclosed to the auditors and the Audit, Risk & Controls Committee, deficiencies in the design
or operation of such internal controls, if any, of which we are aware and the steps they have taken or
propose to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit, Risk & Controls Committee that:
(i) there has not been any significant change in internal control over financial reporting during the year
under reference;
(ii) there has not been any significant changes in accounting policies except to the extent already disclosed
in the financial statement(s), and
(iii) there are no instances of significant fraud of which we had become aware and the involvement therein,
if any, of the management or an employee having a significant role in the Companys internal control
system over financial reporting.
Sandeep Puri
Chief Financial Officer
To,
The Members,
Fortis Healthcare Limited
We have examined the compliance of conditions of Corporate Governance by M/s Fortis Healthcare Limited,
for the year ended 31st March, 2013 as stipulated in Clause 49 of the Listing Agreement of the said Company
with Stock Exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our review
has been limited to review of the procedures and implementation thereof adopted by the Company for
ensuring compliance with the condition of the certificate of Corporate Governance. It is neither an audit nor
an expression of opinion on the financial statements of the Company.
In our opinion and to best of our information and according to the explanations given to us and the representations
made by the Directors and the Management, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company, nor the
efficiency or effectiveness with which the management has conducted the affairs of the Company.
For Sanjay Grover & Associates
Company Secretaries
80
Sanjay Grover
C.P. No. 3850
Management
Discussion and
Analysis Report
INDUSTRY OVERVIEW
The Asia Pacific region accounted for over 60.0% of the worlds
population and around 36.0% of the worlds GDP in 2011. The region
which is witnessing unprecedented population growth, an increasingly
ageing population, higher purchasing power and affluence will continue
to drive greater investment in healthcare infrastructure in the future.
Given the rapid economic growth in the region, the total healthcare
expenditure is expected to reach USD 919.6 billion by 2015 from USD
631.2 billion in 2012, a CAGR of 13.9%.
Overview of the Healthcare Industry - India
The Indian healthcare market size was estimated at USD78.6 billion
in the year 2012, and is expected to reach USD119.6 billion by 2015,
reflecting a CAGR of 15.0% over this period. Out of the total Indian
healthcare market in 2010, approximately 70% comprises healthcare
delivery services, 20% comprises the pharmaceutical market and the
remaining comprises medical technologies and other components. As per
WHO 2012 report, Indias expenditure on healthcare as apercentage of
GDP has increased from 4.0% in 2007 to 4.2% in 2011.
Currently, India Accounts for nearly 6% of the world hospital beds
and shares 20% of the worlds disease burden. The Indian healthcare
delivery system is characterized by two major components public and
private. The Government i.e. public healthcare system comprise limited
secondary and tertiary care institutions in key cities while focusing on
providing basic healthcare facilities in the form of Primary Healthcare
Centers (PHCs) in rural areas. The private sector provides the majority
of secondary, tertiary and quaternary care institutions with a major
concentration in metros, super metros and tier I cities.
In terms of medical expenditure, approximately 66.0% of the expenditure
was catered by private hospitals in 2010. Out of this, nearly 10.0% of
private healthcare services were catered by corporate hospitals. The
remaining private healthcare services are provided by the unorganised
sector i.e. trust-owned or owned and run by individual doctors or group
of a few doctors.
Growth
in
Diagnostic
Services:
Outlook
THE COMPANY
Fortis Healthcare is a leading healthcare delivery
provider in Asia. Founded by the iconic Indian business
leader, the Late Dr. Parvinder Singh, architect of
Ranbaxy Laboratories, Fortis is a manifestation
of his vision to create a world-class integrated
healthcare delivery system, entailing medical skills
combined with compassionate patient care. Fortis
aspires to become a leader in the healthcare delivery
space and is driven by the larger purpose of saving
and enriching lives through clinical excellence.
Fortis commissioned its first hospital in 2001 in North
India and, in just over a decade, has grown to become
a leading healthcare service provider with a presence
in primary care, day care specialty, diagnostics and
tertiary and quaternary care. As of March 31, 2013,
the company had a network of 70 healthcare facilities
(including projects under development), with over
5,400 operational beds(1) and the potential to reach
over 11,000 beds. Its inpatient healthcare facilities are
situated in India, Singapore, Vietnam and Mauritius.
The Companys healthcare facility network is
supported by over 600 primary care centres, over 190
specialty day care centres, over 240 diagnostic centres
and a base of over 22,000 employees, along with
approximately 2,000 people working in its network
of managed healthcare facilities.
In India, the Company is one of the largest private
healthcare chains comprising a network of 62
healthcare facilities, including 31 operating hospitals,
four day care centres, 20 satellite and heart command
centres located in public and private hospitals
and 7 healthcare facility projects which are under
development or are greenfield land sites. In addition,
its Indian diagnostics business has a presence in
over 450 cities and towns, with an established
strength of over 230 laboratories including 133
self-operated laboratories(2), 28 laboratories located
in its own healthcare facilities, 21 wellness centres
and 2 international laboratories. It also has over
1,290 sample collection centres, which includes 47
collection centers that are owned and operated and
43 collection centres at locations outside India.
Includes beds at owned, operated, leased and managed facilities and 350 beds of Lanka Hospitals, an associate of the
Company
2
Includes 12 wellness centres within these laboratories.
1
88
Excludes the financials of the divested business of Dental Corporation Holding Limited which have hence been shown as
discontinued operations in the financials
4
FY2012 includes the financials of International operations from the last quarter of the fiscal i.e. from the date of
consolidation
3
94
Opinion
In our opinion and to the best of our information
and according to the explanations given to us, the
financial statements give the information required by
the Act in the manner so required and give a true and
fair view in conformity with the accounting principles
generally accepted in India:
(a) in the case of the Balance Sheet, of the state of
affairs of the Company as at March 31, 2013;
(b) in the case of the Statement of Profit and Loss,
of the profit for the year ended on that date;
and
(c) in the case of the Cash Flow Statement, of the
cash flows for the year ended on that date.
Emphasis of Matter
We draw attention to note 18 to the financial
statements regarding non-provision of proportionate
premium on redemption of US Dollar 100,000,000
5% Foreign Currency Convertible Bonds due
2015 amounting to ` 986.62 lacs. Management has
represented that the redemption premium will be
offset against the securities premium account and
accordingly, no adjustments have been considered in
the accounts and more fully described in note 18 of
the accompanying financial statements. Our opinion
is not qualified in respect of this matter.
Report on Other
Requirements
Legal
and
Regulatory
(c) According to the records of the Company, the dues outstanding of income-tax, sales-tax, wealthtax, service tax, customs duty and cess on account of any dispute, are as follows:
Name of the Nature of the
statute
dues
Income Tax
Act
Amount
involved
(Rs.)
the amount
relates
Nil
2010-11 and
2011-12
Forum where
dispute is
pending
Tax Deducted
Commissioner
at Source
50,141,423
of Income
& Interest
Tax (Appeals),
thereon
Chandigarh
The provisions relating to excise duty are not applicable to the Company.
(x) The Company has no accumulated losses at the end of the financial year and it has not incurred cash
losses in the current and immediately preceding financial year.
(xi) Based on our audit procedures and as per the information and explanations given by the management,
we are of the opinion that the Company has not defaulted in repayment of dues to a financial institution,
bank or debenture holders.
(xii) According to the information and explanations given to us and based on the documents and records
produced to us, the Company has not granted loans and advances on the basis of security by way of
pledge of shares, debentures and other securities.
(xiii) In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore,
the provisions of clause 4(xiii) of the Companies (Auditors Report) Order, 2003 (as amended) are not
applicable to the Company.
(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other
investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditors Report) Order,
2003 (as amended) are not applicable to the Company.
(xv) According to the information and explanations given to us, the Company has given guarantee for loans
taken by others from banks and financial institutions, the terms and conditions whereof, in our opinion,
are not prima-facie prejudicial to the interest of the Company.
(xvi) Based on the information and explanations given to us by the management, term loans were applied for
the purpose for which the loans were obtained.
(xvii) According to the information and explanations given to us and on an overall examination of the balance
sheet of the Company, we report that no funds raised on short-term basis have been used for long-term
investment.
(xviii) The Company has not made any preferential allotment of shares to parties or companies covered in the
register maintained under section 301 of the Companies Act, 1956.
(xix) According to the information and explanations given to us, the Company had issued 3,000 NonConvertible Debentures of ` 1,000,000 each, during the year covered by our audit report. The Company
has created charge in respect of debentures issued.
(xx) The Company has not raised any money by way of public issue during the period.
(xxi) Based upon the audit procedures performed for the purpose of reporting the true and fair view of the
financial statements and as per the information and explanations given by the management, we report
that no fraud on or by the Company has been noticed or reported during the period.
For S. R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm registration number: 301003E
per Pankaj Chadha
Partner
Membership No.: 91813
Place of signature: Gurgaon
Date: May 30, 2013
Notes
100
4(i)
4(ii)
40,953.37
279,551.86
320,505.23
40,950.61
279,509.56
320,460.17
4 (iii)
69,743.33
31.84
1,527.02
704.11
72,006.30
67,978.23
7,641.56
466.12
76,085.91
30,056.49
4,734.31
19,758.32
765.76
55,314.88
42,266.05
4,637.61
5,882.22
417.27
53,203.15
447,826.41
449,749.23
11,454.52
304.24
7,294.23
210,268.46
83,875.24
17,428.19
330,624.88
8,321.72
130.32
4,865.09
231,008.17
50,331.93
1,664.97
296,322.20
30,319.71
484.86
9,305.03
10,857.96
65,034.88
1,199.09
117,201.53
447,826.41
425.29
6,249.50
1,486.50
139,253.43
6,012.31
153,427.03
449,749.23
4 (iv)
4 (v)
4 (vi)
4 (vii)
4 (viii)
4 (ix)
4 (x) (a)
4 (x) (b)
4 (xi)
4 (xii)
4 (xiii)
4 (xiv)
4 (xv)
4 (xvi)
4 (xvii)
4 (xviii)
4 (xix)
TOTAL
Summary of significant accounting policies
3
The accompanying notes are an integral part of the financial statements
As per our report of even date
For S. R. Batliboi & Co. LLP
Firm Registration Number: 301003E
Chartered Accountants
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
Statement of Profit and Loss for the year ended March 31, 2013
Notes
` in Lacs
` in Lacs
28,127.97
INCOME
Revenue from operations
4 (xx)
35,297.21
Other income
4 (xxi)
19,056.93
12,704.24
18,462.37
54,354.14
59,294.58
10,187.06
7,951.71
(95.56)
4 (xxii)
(51.39)
4 (xxiii)
10,133.14
7,073.50
Other expenses
4 (xxiv)
15,144.46
12,721.55
Total expenses
35,413.27
27,651.20
18,940.87
31,643.38
4 (xxv)
13,386.47
10,293.40
5,554.40
21,349.98
4 (xxvi)
2,346.83
1,211.44
3,207.57
20,138.54
1,450.85
4,030.45
Finance costs
Profit before tax, depreciation and amortization
Depreciation and amortization expense
Profit before tax
Tax expense:
Current tax (including MAT payable)
(4,030.45)
31.84
1,482.69
1,724.88
20,138.54
Basic
0.43
4.97
Diluted
0.43
4.97
4 (xxvii)
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
Cash flow statement for the year ended March 31, 2013
Fortis Healthcare Limited | 17th Annual Report 2012-13
Particulars
A.
B.
102
C.
3,207.57
20,138.54
2,346.83
109.19
(697.88)
328.91
29.39
1,429.66
260.98
(368.31)
6.17
(18,342.89)
11,908.21
217.83
1,211.44
26.09
(172.11)
500.00
105.57
336.06
(17.70)
6.48
(12,381.58)
8,479.28
18,232.07
(3,413.82)
(59.57)
4,259.83
(70.17)
1,777.65
2,711.75
(2,566.48)
145.27
(1,390.96)
(102.25)
(6,178.84)
39.85
3,280.08
13,879.95
(3,830.48)
10,049.47
(7,459.23)
103.39
(4.66)
96.35
(216.72)
40,064.71
(8,882.12)
7,524.05
31,225.77
(7,125.96)
172.56
(45.04)
43.95
1,960.05
(6,540.60)
(106,428.53)
4,287.18
17,002.95
24,387.20
(72,286.24)
20.00
30,000.00
(30,000.00)
(466.67)
(12,332.20)
(1,488.23)
(7,638.41)
(21,905.51)
9,465.53
1,360.26
10,825.79
47.42
23,703.93
(342.49)
42,266.05
(336.06)
(5,390.22)
59,948.63
(2,288.14)
3,648.40
1,360.26
50.98
0.06
10,711.26
95.66
10,857.96
32.17
10,825.79
19.92
42.76
1,274.30
149.52
1,486.50
126.24
1,360.26
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
Notes to financial statements for the year ended March 31, 2013
1. Nature of Operations
Fortis Healthcare Limited (the Company or FHL) was incorporated in the year 1996 and commenced
its hospital operations in the year 2001 with the flagship of Multi-Specialty Hospital at Mohali and has
thereafter set up/ acquired/ taken over the management of other hospitals in different parts of the
country. As part of its business activities, the Company holds interests in its subsidiaries, joint ventures
and associate companies through which it manages and operates a network of multi-specialty hospitals.
The Companys equity shares are listed on both Bombay Stock Exchange and National Stock Exchange
and its Foreign Currency Convertible Bonds are listed on the Euro MTF market of the Luxembourg
Stock Exchange.
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.
The accounting policies adopted in the preparation of financial statements are consistent with those of
previous year.
The preparation of financial statements in conformity with Indian GAAP requires the management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period.
Although these estimates are based on the managements best knowledge of current events and
actions, uncertainty about these assumptions and estimates could result in the outcomes requiring a
material adjustment to the carrying amounts of assets or liabilities in future periods.
Fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. The cost
comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable
cost of bringing the asset to its working condition for the intended use.
Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases
the future benefits from the existing asset beyond its previously assessed standard of performance.
All other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure
and cost of replacing parts, are charged to the statement of profit and loss for the period during
which such expenses are incurred.
Gains or losses arising from derecognition of fixed assets are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognized in the statement of
profit and loss when the asset is derecognized.
i.
Depreciation on fixed assets is calculated on a straight-line basis using the rates arrived at based
on the useful lives estimated by the management, or those prescribed under the Schedule XIV
Notes to financial statements for the year ended March 31, 2013
to the Companies Act, 1956, whichever is higher. The Company has used the following rates to
provide depreciation on its fixed assets.
S. No.
1.
2.
3.
4.
5.
6.
Assets
Plant & machinery
Medical equipments
Furniture and fittings
Computers
Office equipments
Vehicles
Rates (SLM)
10.34%
7.07%
6.33%
16.21%
4.75%
9.50%
ii. Depreciation on Leasehold improvements is provided over the primary period of lease of 10
years or over the useful lives of the respective fixed assets, whichever is shorter.
iii. Individual assets not exceeding ` 5,000 are depreciated fully in the year of purchase in accordance
with Companies Act, 1956.
All direct capital expenditures on expansion are capitalized. All indirect expenses are usually excluded
from the cost of fixed assets because they do not relate to a specific fixed asset. However, where
such expenses are specifically attributable to construction of a project or bringing it to its working
condition, are included as part of the cost of the construction project or as a part of the cost of the
fixed asset.
104
Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less accumulated amortization and accumulated
impairment losses, if any. Internally generated intangible assets, excluding capitalized development
costs which meet capitalization criteria, are not capitalized and expenditure is reflected in the statement
of profit and loss in the year in which the expenditure is incurred.
Intangible assets are amortized on a straight line basis over the estimated useful economic life.
Gains or losses arising from derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognized in the
statement of profit and loss when the asset is derecognized.
Software
Cost of software is amortized over a period of 6 years, being the estimated useful life as per the
management estimates.
Notes to financial statements for the year ended March 31, 2013
i)
ii) After impairment, depreciation is provided on the revised carrying amount of the asset over its
remaining useful life.
iii) An assessment is made at each reporting date as to whether there is any indication that previously
recognized impairment losses may no longer exist or may have decreased. If such indication exists,
the company estimates the assets or cash-generating units recoverable amount. A previously
recognized impairment loss is reversed only if there has been a change in the assumptions used
to determine the assets recoverable amount since the last impairment loss was recognized. The
reversal is limited so that the carrying amount of the asset does not exceed its recoverable
amount, nor exceed the carrying amount that would have been determined, net of depreciation,
had no impairment loss been recognized for the asset in prior years. Such reversal is recognized
in the statement of profit and loss unless the asset is carried at a revalued amount, in which case
the reversal is treated as a revaluation increase.
The carrying amounts of assets are reviewed at each balance sheet date if there is any indication
of impairment based on internal/ external factors. An impairment loss is recognized wherever
the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the
greater of the assets net selling price and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre tax discount rate that reflects
current market assessment of the time value of money and risk specific to asset. This rate
is estimated from the rate implicit in current market transactions for similar assets or from
the weighted average cost of capital of the Company. Impairment losses are recognized in the
statement of profit and loss.
(g) Leases
Leases where the lessor effectively retains substantially all the risks and benefits of ownership of the
leased items are classified as operating leases. Operating lease payments are recognised as an expense
in the statement of profit and loss on a straight-line basis over the lease term.
Leases in which the company does not transfer substantially all the risks and benefits of ownership
of the asset are classified as operating leases. Assets subject to operating leases are included in fixed
assets. Lease income on an operating lease is recognized in the statement of profit and loss on a
straight-line basis over the lease term. Costs, including depreciation, are recognized as an expense
in the statement of profit and loss. Initial direct costs such as legal costs, brokerage costs, etc. are
recognized immediately in the statement of profit and loss.
(h) Investments
Investments that are readily realisable and intended to be held for not more than a year from the date
of the acquisition of such investments are classified as current investments. All other investments are
classified as long-term investments. Current investments are carried at lower of cost and fair value
determined on an individual investment basis. Long-term investments are carried at cost. However,
provision for diminution in value is made to recognise a decline other than temporary in the value of
such long term investments.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds
is charged or credited to the statement of profit and loss.
Notes to financial statements for the year ended March 31, 2013
106
(i) Inventories
Inventory of Medical consumables and drugs, Stores and spares are valued at lower of cost and net
realizable value. Cost is determined on Weighted Average basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated
costs of completion and estimated costs necessary to make the sale.
The inventories of medical consumables in OPD business are expensed off on purchase.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. The following specific recognition criteria must
also be met before revenue is recognized:
Operating Income
Operating income is recognised as and when the services are rendered / pharmacy items are sold.
Revenue from sale of goods is recognized when all the significant risks and rewards of ownership
of the goods have been passed to the buyer, usually on delivery of the goods. Management fee
from hospitals and income from medical services is recognised as per the contractual terms of the
agreement with respective hospitals.
Revenue is recognised as and when the services are rendered at the centre.
Revenue is recognized on pro-rata basis on the completion of such services over the duration of the
program.
Revenue is recognised in accordance with the terms of lease agreements entered into with the
respective lessees on straight line basis.
Income from clinical research is recognised as and when the services are rendered in accordance with
the terms of the respective agreements.
Export benefits
Income from Served from India Scheme is recognized on accrual basis as and when eligible services
are performed and convertible foreign exchange is received.
Interest
Interest income is recognized on a time proportion basis taking into account the amount outstanding
and the applicable interest rate. Interest income is included under the head other income in the
statement of profit and loss.
Costs incurred in raising funds are amortised on straight line basis over the period for which the
funds have been obtained, using time proportionate basis.
Notes to financial statements for the year ended March 31, 2013
i) Initial recognition
ii) Conversion
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at
the date of the transaction.
Foreign currency monetary items are retranslated using the exchange rate prevailing at the
reporting date. Non-monetary items, which are measured in terms of historical cost denominated
in a foreign currency, are reported using the exchange rate at the date of the transaction. Nonmonetary items, which are measured at fair value or other similar valuation denominated in
a foreign currency, are translated using the exchange rate at the date when such value was
determined.
From accounting periods commencing on or after 7 December 2006, the Compnay accounts for
exchange differences arising on translation/ settlement of foreign currency monetary items as
below:
a. Exchange differences arising on a monetary item that, in substance, forms part of the
Companys net investment in a non-integral foreign operation is accumulated in the foreign
currency translation reserve until the disposal of the net investment. On the disposal of
such net investment, the cumulative amount of the exchange differences which have been
deferred and which relate to that investment is recognized as income or as expenses in the
same period in which the gain or loss on disposal is recognized.
c. Exchange differences arising on other long-term foreign currency monetary items are
accumulated in the Foreign Currency Monetary Item Translation Difference Account and
amortized over the remaining life of the concerned monetary item.
d. All other exchange differences are recognized as income or as expenses in the period in
which they arise.
For the purpose of b and c above, the company treats a foreign monetary item as long-term
foreign currency monetary item, if it has a term of 12 months or more at the date of its
origination. In accordance with MCA circular dated 09 August 2012, exchange differences
for this purpose, are total differences arising on long-term foreign currency monetary
items for the period. In other words, the company does not differentiate between exchange
differences arising from foreign currency borrowings to the extent they are regarded as an
adjustment to the interest cost and other exchange difference.
iv) Forward exchange contracts entered into to hedge foreign currency risk of an existing
asset/ liability
The premium or discount arising at the inception of the forward exchange contract is amortized
Notes to financial statements for the year ended March 31, 2013
108
as an income/expense over the life of contract. Exchange difference on such contracts, except the
contracts which are long term foreign currency monetary items, are recognized in the statement
of profit and loss in the period in which the exchange rates change. Any profit or loss arising
on cancellation or renewal of such forward exchange contract is also recognized as income or
expense for the period. Any gain/ loss arising on forward contracts which are long-term foreign
currency monetary items are recognized in accordance with paragraph (iii) (b) and (iii) (c).
The Company makes contributions to statutory provident fund in accordance with Employees
Provident Fund and Miscellaneous Provisions Act, 1952. Provident Fund is a defined contribution
scheme for certain employees, the contributions for these employees are charged to the statement
of profit and loss of the year when an employee renders the related service. For other employees,
the provident fund is defined benefit scheme contribution of which is being deposited with Fortis
Healthcare Limited Provident Fund Trust managed by the Company; such contribution to the
trust additionally requires the Company to guarantee payment of interest at rates notified by the
Central Government from time to time, for which shortfall, if any has to be provided for as at the
balance sheet date.
There are no other obligations other than the contribution payable to the fund.
ii) Gratuity
Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial
valuation made at the end of the year using projected unit credit method.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as
short-term employee benefit. The company measures the expected cost of such absences as the
additional amount that it expects to pay as a result of the unused entitlement that has accumulated
at the reporting date.
The company treats accumulated leave expected to be carried forward beyond twelve months, as
long-term employee benefit for measurement purposes. Such long-term compensated absences
are provided for based on the actuarial valuation using the projected unit credit method at the
year-end. The company presents the leave as a current liability in the balance sheet; to the extent
it does not have an unconditional right to defer its settlement for 12 months after the reporting
date. Where company has the unconditional legal and contractual right to defer the settlement
for a period beyond 12 months, the same is presented as non-current liability.
Actuarial gains/losses are recognised in the statement of profit and loss as they occur.
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Income-tax Act, 1961 enacted in
India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax
rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at
the reporting date. Current income tax relating to items recognized directly in equity is recognized
in equity and not in the statement of profit and loss.
Notes to financial statements for the year ended March 31, 2013
Deferred income taxes reflect the impact of timing differences between taxable income and accounting
income originating during the current year and reversal of timing differences for the earlier years.
Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the
reporting date. Deferred income tax relating to items recognized directly in equity is recognized in
equity and not in the statement of profit and loss.
Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are
recognized for deductible timing differences only to the extent that there is reasonable certainty
that sufficient future taxable income will be available against which such deferred tax assets can be
realized. In situations where the company has unabsorbed depreciation or carry forward tax losses, all
deferred tax assets are recognized only if there is virtual certainty supported by convincing evidence
that they can be realized against future taxable profits.
At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes
unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually
certain, as the case may be, that sufficient future taxable income will be available against which such
deferred tax assets can be realized.
The carrying amount of deferred tax assets are reviewed at each reporting date. The company
writes-down the carrying amount of deferred tax asset to the extent that it is no longer reasonably
certain or virtually certain, as the case may be, that sufficient future taxable income will be available
against which deferred tax asset can be realized. Any such write-down is reversed to the extent that
it becomes reasonably certain or virtually certain, as the case may be, that sufficient future taxable
income will be available.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off
current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate
to the same taxable entity and the same taxation authority.
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as
current tax. The company recognizes MAT credit available as an asset only to the extent that there
is convincing evidence that the company will pay normal income tax during the specified period, i.e.,
the period for which MAT credit is allowed to be carried forward. In the year in which the company
recognizes MAT credit as an asset in accordance with the Guidance Note on Accounting for Credit
Available in respect of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is
created by way of credit to the statement of profit and loss and shown as MAT Credit Entitlement.
The company reviews the MAT credit entitlement asset at each reporting date and writes down the
asset to the extent the company does not have convincing evidence that it will pay normal tax during
the specified period.
Recognition, measurement and disclosure of the employee share-based payment plans is done in
accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and the Guidance Note on Accounting for Employee Share-based Payments, issued
by the ICAI. The Company measures compensation cost relating to employee stock options using the
intrinsic value method. Compensation expense is amortized over the vesting period of the option on
a straight line basis.
Basic earnings per share are calculated by dividing the net profit or loss for the year (including prior
period items, if any) attributable to the equity shareholders (after deducting preference dividends
Notes to financial statements for the year ended March 31, 2013
110
and attributable taxes, if any) by the weighted average number of equity shares outstanding during
the year. For the purpose of calculating diluted earnings per share, net profit or loss for the year
attributable to equity shareholders and the weighted average number of shares outstanding during
the year are adjusted for the effects of all dilutive potential equity shares.
(q) Provisions
Cash and cash equivalents in the cash flow statement comprise cash at bank and in hand and short
term investments with an original maturity of three months or less.
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 recognized 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 recognized because it cannot be
measured reliably. The company does not recognize a contingent liability but discloses its existence
in the financial statements.
A provision is recognised when an enterprise has a present obligation as a result of past event and it
is probable that an outflow of resources will be required to settle the obligation, in respect of which
a reliable estimate can be made. Provisions are not discounted to its present value and are determined
based on best estimate required to settle the obligation at the balance sheet date. These are reviewed
at each balance sheet date and adjusted to reflect the current best estimates.
As permitted by the guidance note on the Revised Schedule VI to the Companies Act, 1956, the
Company has elected to present earnings before interest, tax, depreciation and amortization
(EBITDA) as a separate line item on the face of the statement of profit and loss. The Company
measures EBITDA on the basis of profit/ (loss) from continuing operations. In its measurement, the
Company includes interest income included under other income, but does not include depreciation
and amortization expense, finance costs and tax expense.
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the
arrangement of borrowings.
Borrowing costs directly attributable the acquisition, construction or production of an asset that
necessarily take substantial period of time to get ready for its intended use or sale are capitalized as
part of the cost of the respective asset. All other borrowing costs are expensed in the period they
occur.
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 on Segment
Reporting.
Notes to financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
60,000.00
60,000.00
200.00
200.00
1,149.88
1,149.88
6,450.12
6,450.12
67,800.00
67,800.00
40,520.73
40,517.97
160.00
160.00
319.60
319.60
41,000.33
40,997.57
40,520.73
40,517.97
145.00
145.00
287.64
287.64
40,953.37
40,950.61
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year
Equity Shares
Particulars
40,520.73
40,517.97
Notes to financial statements for the year ended March 31, 2013
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 10 each
Particulars
March 31, 2013
March 31, 2012
Number
Value
Number
Value
` in Lacs
` in Lacs
At the beginning of the year
1,450,000
145.00
1,450,000
145.00
1,450,000
145.00
Outstanding at the end of the year
1,450,000
145.00
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 9 each
Particulars
March 31, 2013
March 31, 2012
Number
Value
Number
Value
` in Lacs
` in Lacs
At the beginning of the year
3,196,000
287.64
3,196,000
287.64
3,196,000
287.64
Outstanding at the end of the year
3,196,000
287.64
112
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. 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.
During the year ended March 31, 2009, the Company issued 1,450,000 Class C Zero Percent
Cumulative Redeemable Preference Shares of ` 10 each at a premium of ` 90 per share. Preference
shares were redeemable at a premium of ` 117.69 per preference share, on October 18, 2010, however,
the date of redemption of October 18, 2010 has been deferred to October 18, 2013. Both the Company
and the subscriber had an option for early redemption of the Preference Shares. In case the early
redemption option would have been exercised, the amount payable on redemption at the end of year
1 would have been ` 1,638.50 lacs and at end of year 2 would have been ` 1,851.51 lacs.
During the year ended March 31, 2008, the Company issued 11,500,000 Class C zero percent
cumulative redeemable preference shares of `10 each at a premium of ` 90 per share, out of which
3,196,000 zero percent cumulative redeemable preference shares are still pending for redemption.
These shares were redeemable at ` 175 per share, including premium, on October 18 of 2008, 2009,
2010, 2011 and 2012 respectively in installment of ` 1,437.50 lacs each and installment of ` 12,937.50
lacs on October 18, 2013. The Company had the option to make voluntary premature redemption of
the Shares in part or in full in which event the redemption premium would have been computed @ 12%
compounded annually on the subscription amount from the subscription date till the redemption date.
However, the due date of redemption in 2009, 2010, 2011 and 2012 respectively has been postponed
to October 18, 2013 and due to this, the Company has agreed to pay additional redemption premium
calculated at 12%, 12.5%, 13% and 13% respectively on the redemption amounts due in reseptive
years. In the event of liquidation of the Company before redemption of preference shares, the holder
of preference shares will have priority over equity shares in the repayment of capital.
Notes to financial statements for the year ended March 31, 2013
(d) Shares held by holding/ ultimate holding company and/ or their subsidiaries
Equity Shares
Name of Shareholder
218,250
21.83
218,250
21.83
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 10 each
Name of Shareholder
March 31, 2013
March 31, 2012
Number
Value
Number
Value
` in Lacs
` in Lacs
1,450,000
145.00
RHC Holding Private Limited,
1,450,000
145.00
the ultimate holding Company
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 9 each
Name of Shareholder
March 31, 2013
March 31, 2012
Number
Value
Number
Value
` in Lacs
` in Lacs
3,196,000
287.64
RHC Holding Private Limited,
3,196,000
287.64
the ultimate holding Company
Notes to financial statements for the year ended March 31, 2013
As per records of the Company, including its register of share holders/members and other declarations
received from shareholders regarding beneficial interest, the above shareholding represents both legal
and beneficial ownership of shares.
(f) Shares reserved for issue under options
For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company,
please refer note 11.
(g) Shares reserved for issued on conversion
For details of shares reserved for issue on conversion of bonds, please refer note 18 regarding terms
of conversion/ redemption of bonds.
4(ii) Reserve and Surplus
` in Lacs
` in Lacs
256,475.07
17.24
(1,437.31)
257,922.92
49.00
(1,496.85)
255,055.00
256,475.07
156.00
156.00
156.00
156.00
(153.77)
(262.51)
(416.28)
(153.77)
(153.77)
1,630.43
3,883.56
1,630.43
1,630.43
3,883.56
1,630.43
21,401.83
1,724.88
1,630.43
(3,883.56)
20,873.58
279,551.86
2,893.72
20,138.54
(1,630.43)
21,401.83
279,509.56
114
Amalgamation reserve
Balance as per the last financial statements
Closing balance
Notes to financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
15,458.33
15,458.33
17,033.33
17,033.33
54,285.00
54,285.00
69,743.33
50,944.90
50,944.90
67,978.23
309.30
1,203.28
-
15.71
641.19
4,925.83
2,044.43
14.44
1,527.02
14.40
7,641.56
704.11
704.11
466.12
466.12
30,000.00
56.49
30,056.49
1,266.05
1,266.05
30,000.00
30,056.49
3,500.00
7,500.00
41,000.00
42,266.05
Secured
10% redeemable non convertible debentures (refer note
8(i)(b))
Bank overdraft (refer note 8(i)(c))
Unsecured
11% redeemable non convertible debentures (refer note
8(ii)(b))
Working capital demand loan (refer note 8(ii)(c))
Commercial papers from banks (refer note 8(ii)(d))
Notes to financial statements for the year ended March 31, 2013
116
` in lacs
` in lacs
4,734.31
4,637.61
4,734.31
4,637.61
1,575.00
466.67
9,321.46
462.58
7,214.75
125.84
345.57
3,733.01
482.77
14.99
127.75
38.35
518.77
1.90
19,758.32
440.02
4.66
250.39
48.58
465.15
2.33
5,882.22
33.44
586.15
25.24
385.55
6.17
140.00
765.76
6.48
417.27
140.00
140.00
1,153.98
121.10
1,275.08
161.27
1,436.35
897.03
1,294.38
10.09
10.09
1,812.81
359.30
2,172.11
558.62
2,730.73
10.09
422.21
1,197.35
1,297.75
163.37
16.03
1,445.09
212.39
14.21
24.16
1,647.53
5,502.41
7,271.21
3,653.75
651.90
135.51
4,170.14
895.58
(70.98)
172.30
4,822.44
1,821.30
8,566.69
70.40
1,415.55
24.40
309.69
1,867.30 9,672.55
996.27
2,627.44
27.06
22.19
45.75
228.53
2,844.88 12,093.65
327.92
489.45
319.16
47.80
2.82
364.14
65.63
115.07
21.04
523.80
574.97
120.08
2.99
692.06
156.74
182.58
18.13
1,013.25
244.95
284.54
488.24
104.19
1.45
590.98
101.23
(23.80)
7.07
661.34
696.43
141.54
2.04
835.93
148.82
(28.48)
10.39
945.88
222.30
229.90
95.25
24.59
2.35
117.49
17.34
4.89
129.94
292.12
53.97
6.30
339.79
30.02
9.97
359.84
1. The above assets include certain fixed assets leased pursuant to operating lease agreement (refer note 6(b)).
Note:
Gross Block
At April 1, 2011
Additions
Disposals
At March 31, 2012
Additions
Adjustments
Disposals
At March 31, 2013
Depreciation
At April 1, 2011
Charge for the year
Disposals
At March 31, 2012
Charge for the year
Adjustments
Disposals
At March 31, 2013
Net Block
At March 31, 2012
At March 31, 2013
Freehold Leasehold
Plant &
Medical Furniture Computers
Office
land improve- machinery equipments & fittings
equipments
ments
7,199.64
1,181.20
169.99
8,210.85
1,556.05
34.50
328.77
9,472.63
704.90 8,321.72
677.59 11,454.52
191.51
68.25
11.83
247.93
102.61
99.31
251.23
698.09 14,462.41
277.96
2,438.80
23.22
368.64
952.83 16,532.57
204.58
4,732.58
203.36
228.59
541.36
928.82 20,927.15
Vehicles
` in Lacs
Notes to financial statements for the year ended March 31, 2013
Notes to financial statements for the year ended March 31, 2013
` in Lacs
Software
Total
201.42
201.42
201.42
410.51
66.40
476.91
960.01
28.48
136.45
1,328.95
611.93
66.40
678.33
960.01
28.48
136.45
1,530.37
201.42
201.42
201.42
316.35
30.24
346.59
790.78
23.80
136.46
1,024.71
517.77
30.24
548.01
790.78
23.80
136.46
1,226.13
130.32
304.24
130.32
304.24
Gross Block
At April 1, 2011
Additions
Disposals
At March 31, 2012
Additions
Adjustments
Disposals
At March 31, 2013
Depreciation
At April 1, 2011
Charge for the year
Disposals
At March 31, 2012
Charge for the year
Adjustments
Disposals
At March 31, 2013
Net Block
At March 31, 2012
At March 31, 2013
118
Note: The above assets include certain fixed assets leased pursuant to operating lease agreement (refer
note 6(b)).
March 31, 2013
` in lacs
` in lacs
71,894.80
71,894.80
5.00
5.00
Notes to financial statements for the year ended March 31, 2013
` in lacs
` in lacs
5.00
5.00
14,744.49
14,744.49
40,205.58
40,205.58
3,040.00
3,040.00
80,368.53
80,368.53
20,739.71
4.75
4.75
0.31
0.31
210,268.46
231,008.17
75,849.07
161.09
108.65
634.90
42,924.29
608.32
793.42
Notes to financial statements for the year ended March 31, 2013
120
` in lacs
` in lacs
2,704.61
4,416.92
83,875.24
138.13
5,867.77
50,331.93
20.63
20.63
83,875.24
20.63
50,331.93
17,370.85
22.01
35.33
1,632.04
32.93
17,428.19
1,664.97
1,500.00
1,950.00
2,000.00
2,000.00
630.00
1,500.00
Notes to financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
20,739.71
30,319.71
435.55
49.31
484.86
384.16
41.13
425.29
3,610.13
712.18
4,322.31
2,761.20
733.44
3,494.64
5,694.90
0.17
5,695.07
712.35
9,305.03
3,488.30
0.16
3,488.46
733.60
6,249.50
10,711.26
63.49
50.98
0.06
1,274.30
23.28
19.92
42.76
32.17
126.24
10,857.96
1,486.50
Notes to financial statements for the year ended March 31, 2013
122
` in lacs
` in lacs
60,147.15
55.63
4,280.54
130,320.02
8,327.38
8.81
11.55
531.20
65,034.88
1.69
83.68
520.66
139,253.43
20.71
14.76
20.71
14.76
20.71
20.71
65,034.88
14.76
14.76
139,253.43
27.12
0.49
616.20
555.28
1,199.09
4,920.47
606.74
485.10
6,012.31
26,591.64
4,234.21
2,037.04
121.11
28.64
33,012.64
426.03
32,586.61
21,065.58
3,190.66
2,034.95
91.25
26,382.44
319.46
26,062.98
Notes to financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
907.69
47.10
860.59
781.52
39.73
741.79
128.26
28.48
105.45
885.28
12.09
297.50
10.35
9.97
368.31
4.32
1,850.01
35,297.21
135.32
43.38
83.92
825.12
76.33
115.30
6.83
9.06
17.70
10.24
1,323.20
28,127.97
697.88
16.96
18,325.93
16.16
19,056.93
172.11
164.52
12,217.06
135.51
15.04
12,704.24
384.16
435.55
(51.39)
288.60
384.16
(95.56)
8,611.96
277.67
272.80
505.68
348.40
116.63
10,133.14
5,985.26
123.66
102.05
357.74
237.09
267.70
7,073.50
Sale of Goods
Pharmacy
Less: Trade discounts
Other operating revenues
Income from rehabilitation centre
Income from academic services
Income from rent
Equipment lease rental
Export benefits
Sponsorship income
Scrap sale
Sale of plasma
Unclaimed balances and excess provisions written back
Miscellaneous income
Notes to financial statements for the year ended March 31, 2013
124
` in lacs
` in lacs
393.14
712.60
355.54
298.84
862.86
985.87
645.64
2,550.55
29.94
225.68
587.18
247.32
241.70
681.32
904.20
571.92
1,902.36
-
46.68
319.15
201.40
114.57
314.25
104.15
1,536.39
0.44
201.10
1.00
1,461.23
1,740.15
85.43
214.04
222.09
13.32
207.59
882.84
6.17
109.19
2,128.59
1.35
58.79
54.45
1,337.80
1,333.82
92.01
187.77
172.17
21.96
145.45
570.59
6.48
26.09
Notes to financial statements for the year ended March 31, 2013
Payment to auditor
As auditor:
- Audit fee
- Limited review
- Fees for audit of consolidated financial statement
- Tax audit fee
- Certification and other services
- Out of pocket expenses
Foreign exchange fluctuation loss (net)
Bad debts and sundry balances written off
Provision for doubtful debts and advances
Provision for contingencies
Miscellaneous expenses*
` in lacs
` in lacs
41.00
18.50
5.00
2.50
0.25
9.32
461.01
29.39
328.91
140.00
25.39
15,144.46
11.00
13.50
5.00
2.50
4.45
1.24
105.57
500.00
46.32
12,721.55
11,636.41
8,140.36
135.12
136.68
11,908.21
48.60
74.16
264.76
8,479.28
30.97
1,429.66
1,429.66
-
336.06
336.06
1,447.09
13,386.47
10,293.40
1,556.05
790.78
2,346.83
1,181.20
30.24
1,211.44
Notes to financial statements for the year ended March 31, 2013
126
1,724.88
405,193,216
20,138.54
405,150,691
170,944
180,702
405,364,160
405,331,393
5% Foreign currency convertible bonds issued by the Company, are considered as antidilutive and
accordingly, has not been considered for the computation of diluted EPS
Notes to financial statements for the year ended March 31, 2013
19 Fortis Healthcare International Pte Limited (w.e.f. January
12, 2012) (FHIPL)
20 Fortis Healthcare Australia Pty Ltd (w.e.f. January 12, 2012)
(FHAPL)
21 Dental Corporation Holdings Limited (w.e.f. January 12,
2012) (DCHL)
22 Dental Corporation Pty Limited (w.e.f. January 12, 2012)
(DCPL)
23 Dental Corporation Petrie Pty Ltd (w.e.f. January 12, 2012)
24 Dental Corporation Levas Pty Ltd (w.e.f. January 12, 2012)
25 D C Holdings WA Pty Ltd (w.e.f. January 12, 2012)
26 Dental Care Network Pty Limited (w.e.f. January 12, 2012)
27 Dental Corporation (NZ) Limited (w.e.f. January 12, 2012)
28 Dental Corporation Cox Pty Ltd (w.e.f. January 12, 2012)
29 Hazel Ridge Pty Limited (w.e.f. January 12, 2012)
30 John M Levas Pty Limited (w.e.f. January 12, 2012)
31 Scott Petrie Dental Pty Ltd (w.e.f. January 12, 2012)
32 Larry Benge Pty Ltd (w.e.f. January 12, 2012)
33 Dr Chris Hardwicke Pty Ltd (w.e.f. January 12, 2012)
34 Fortis Healthcare Singapore Pte Ltd (w.e.f. January 12, 2012)
(FHSPL)
35 Radlink Asia Pte Limited (Radlink) (w.e.f. January 30, 2012)
(RADLINK)
36 Radlink Medicare Pte Limited (w.e.f. January 30, 2012)
(RMPL)
37 DRS Thompson & Thomson (Radlink Medicare) Pte Limited
(w.e.f. January 12, 2012)
38 Radlink Medicare (Bishan) Pte Limited (w.e.f. January 30,
2012)
39 Radlink Medicare (Woodlands) Pte Limited (w.e.f. January
30, 2012)
40 Radlink Medicare (Tampines) Pte Limited (w.e.f. January 30,
2012)
41 Radlink Medicare (Jurong East) Pte Limited (w.e.f. January
30, 2012)
42 Clinic 1866 Pte Limited (w.e.f. January 12, 2012)
43 Radlink Diagnostic Imaging (S) Pte Limited (w.e.f. January
30, 2012) (RDISPL)
44 Drs Lim Hoe & Wong Radiology Pte limited (w.e.f. January
12, 2012)
45 Healthcare Diagnostic Services Pte Limited (w.e.f. January
12, 2012)
46 Radlink Women & Fetal Imaging Centre Pte Limited (w.e.f.
January 30, 2012)
Notes to financial statements for the year ended March 31, 2013
128
Notes to financial statements for the year ended March 31, 2013
76
77
78
79
80
81
82
83
84
85
86
87
88
89
90
91
92
93
94
95
96
97
98
99
100
101
102
Notes to financial statements for the year ended March 31, 2013
130
Notes to financial statements for the year ended March 31, 2013
Associates
a)
b)
c)
Notes to financial statements for the year ended March 31, 2013
132
d)
e)
f)
g)
h)
i)
j)
k)
l)
(` in lacs)
Year Ended
Year Ended
March 31, 2013 March 31, 2012
213.41
841.01
329.32
552.78
25.55
6.00
56.53
21.50
5.10
12.40
55.53
3.65
59.70
-
11.30
3.03
68.62
495.90
322.58
4.33
28.61
-
4.33
4.34
4.33
2.20
Notes to financial statements for the year ended March 31, 2013
Transactions details
Year Ended
Year Ended
March 31, 2013 March 31, 2012
Lalitha Healthcare Private Limited (Subsidiary)
0.35
Escorts Heart Institute and Research Centre Limited (Subsidiary)
62.51
13.65
Fortis Health Management (North) Limited (Subsidiary)
3.30
496.83
Fortis Hospotel Limited (Subsidiary)
105.70
49.37
Fortis Health Management Limited (Subsidiary)*
5.73
Fortis Malar Hospitals Limited (Subsidiary)
0.86
4.05
Fortis Hospitals Limited (Subsidiary)
518.69
14.85
Kanishka Healthcare Limited (Subsidiary)*
0.06
Fortis Emergency Services Limited (Fellow subsidiary)***
1.99
Hiranandani Healthcare Private Limited (Subsidiary)
3.57
1.28
Fortis Asia Healthcare Pte. Limited (Subsidiary)
51.00
Fortis Global Healthcare Infrastructure Pte. Limited (Subsidiary)*
168.68
SRL Limited (formerly Super Religare Laboratories Limited)
19.19
5.51
(Subsidiary)**
Hospitalia Eastern Private Limited (Subsidiary)*
0.37
Expense incurred on behalf of the Company by
SRL Limited (formerly Super Religare Laboratories Limited)
99.95
0.12
(Subsidiary)**
Fortis Health Management (North) Limited (Subsidiary)
1,154.40
3.59
Escorts Heart Institute and Research Centre Limited (Subsidiary)
6.33
32.83
Hiranandani Healthcare Private Limited (Subsidiary)
89.73
9.87
International Hospital Limited (Subsidiary)*
1.55
Fortis Hospotel Limited (Subsidiary)
354.46
4.87
Fortis C-Doc Healthcare Limited (Subsidiary)
0.30
Fortis Global Healthcare Infrastructure Pte. Limited (Subsidiary)*
5.68
Fortis Malar Hospitals Limited (Subsidiary)
9.49
4.33
Lalitha Healthcare Private Limited (Subsidiary)
0.86
0.24
Fortis Hospitals Limited (Subsidiary)
209.55
9.77
Fortis Nursing and Education Society (Owned/significantly
9.16
influenced by KMP/their relatives)
Interest income on loans and advances to
Sunrise Medicare Private Limited (Associate)
4.01
International Hospital Limited (Subsidiary)*
838.88
3,676.21
Escorts Heart Institute and Research Centre Limited (Subsidiary)
2,749.83
3,851.56
Fortis Healthcare International Limited (Subsidiary)
2,357.47
1,994.20
Fortis Health Management (North) Limited (Subsidiary)
11,896.13
2,354.93
Notes to financial statements for the year ended March 31, 2013
Transactions details
134
Year Ended
Year Ended
March 31, 2013 March 31, 2012
Fortis Health Management (West) Limited (Subsidiary)
3.95
8.22
SRL Limited (formerly Super Religare Laboratories Limited)
5.12
7.42
(Subsidiary)**
Hiranandani Healthcare Private Limited (Subsidiary)
444.49
270.38
Interest expense on loan taken from
Fortis Health Management Limited (Subsidiary)*
173.52
Loans/ advances given
International Hospital Limited (Subsidiary)*
2,821.05
20,787.00
Fortis Hospotel Limited (Subsidiary)
12,418.00
Fortis Hospitals Limited (Subsidiary)
16,932.00
Fortis Healthcare International Limited (Subsidiary)
1,897.61
2,158.02
Fortis Health Management (North) Limited (Subsidiary)
70,394.65
128,187.00
Fortis Health Management (West) Limited (Subsidiary)
7.40
121.45
Escorts Heart Institute and Research Centre Limited (Subsidiary)
67,242.43
70,950.00
SRL Limited (formerly Super Religare Laboratories Limited)
300.00
(Subsidiary)**
Hiranandani Healthcare Private Limited (Subsidiary)
988.34
1,840.00
Loans/ advances received back
International Hospital Limited (Subsidiary)*
12,230.03
122,034.00
Fortis Healthcare International Limited (Subsidiary)
2,364.45
Hiranandani Healthcare Private Limited (Subsidiary)
204.00
Fortis Health Management (North) Limited (Subsidiary)
104,230.00
22,370.67
Fortis Hospotel Limited (Subsidiary)
15,660.00
Fortis Health Management (West) Limited (Subsidiary)
100.00
Fortis Hospitals Limited (Subsidiary)
21,521.00
Hospitalia Eastern Private Limited (Subsidiary)*
295.00
SRL Limited (formerly Super Religare Laboratories Limited)
150.00
150.00
(Subsidiary)**
Escorts Heart Institute and Research Centre Limited (Subsidiary)
52,195.72
67,447.00
Loans taken
Fortis Health Management Limited (Subsidiary)*
2,900.00
Loans repaid
Fortis Health Management Limited (Subsidiary)*
2,900.00
Pathology laboratory expenses
SRL Limited (formerly Super Religare Laboratories Limited)
856.52
662.60
(Subsidiary)**
Cost of Medical Services
Escorts Heart Institute and Research Centre Limited (Subsidiary)
29.94
-
Notes to financial statements for the year ended March 31, 2013
Transactions details
Employee Benefit
Escorts Heart Institute and Research Centre Limited (Subsidiary)
Travel and conveyance expenses
Ligare Trevels Limited (formerly Religare Travel (India) Limited)
(Owned/significantly influenced by KMP/their relatives)
Religare Aviation Limited (Owned/significantly influenced by
KMP/their relatives)
Marketing expenses
Religare Technologies Limited (Owned/significantly influenced by
KMP/their relatives)
Managerial remuneration
Shivinder Mohan Singh (KMP)
Directors sitting fees
Malvinder Mohan Singh (KMP)
Legal and professional fee
Religare Technologies Limited (Owned/significantly influenced by
KMP/their relatives)
Corporate Guarantees given to banks for loans availed by
Fortis Hospitals Limited (Subsidiary)
International Hospital Limited (Subsidiary)*
Escorts Heart Institute and Research Centre Limited (Subsidiary)
SRL Limited (formerly Super Religare Laboratories Limited)
(Subsidiary)**
Fortis Health Management (North) Limited (Subsidiary)
Fortis Health Management Limited (Subsidiary)*
Hiranandani Healthcare Private Limited (Subsidiary)
Fortis Asia Healthcare Pte Limited (Subsidiary)
Fortis C-Doc Healthcare Limited (Subsidiary)
Kanishka Healthcare Limited (Subsidiary)*
Corporate guarantee withdrawn for loans taken by
Fortis Hospotel Limited (Subsidiary)
Fortis Hospitals Limited (Subsidiary)
Escorts Heart and Super Speciality Institute Limited
(Subsidiary)*
International Hospital Limited (Subsidiary)*
SRL Limited (formerly Super Religare Laboratories Limited)
(Subsidiary)**
Kanishka Healthcare Limited (Subsidiary)*
Fortis Health Management Limited (Subsidiary)*
Year Ended
Year Ended
March 31, 2013 March 31, 2012
22.10
184.08
142.54
179.67
241.83
128.24
539.28
539.28
2.25
240.00
11,000.00
5,000.00
15,000.00
1,500.00
16,900.00
41,500.00
9,700.00
22,220.00
1,500.00
217,140.00
1,031.00
-
3,500.00
6,500.00
17,600.00
6,000.00
50,000.00
40,000.00
2,000.00
-
16,900.00
4,000.00
17,600.00
6,500.00
Notes to financial statements for the year ended March 31, 2013
Transactions details
136
Year Ended
Year Ended
March 31, 2013 March 31, 2012
-
3,000.00
5.00
5.00
2,000.00
9,775.81
11,280.00
13,982.18
31,348.36
13,982.18
13,000.00
10,050.00
44,189.20
1.00
1.00
2.81
1.86
As at
As at
March 31, 2013 March 31, 2012
147.15
4,203.34
22,941.71
47,638.51
33.18
4,312.88
10,264.92
14,499.26
3,419.82
1.50
7,895.00
205.00
42,924.29
125.78
Notes to financial statements for the year ended March 31, 2013
Balance outstanding at the year end
As at
As at
March 31, 2013 March 31, 2012
Fortis Health Management (North) Limited (Subsidiary)
63,196.17
96,236.50
SRL Limited (formerly Super Religare Laboratories Limited)
150.00
(Subsidiary)**
Fortis Emergency Services Limited (Fellow subsidiary)***
0.50
Lalitha Healthcare Private Limited (Subsidiary)
0.96
0.11
Fortis Health Management (East) Limited (Subsidiary)
32.95
4.33
Fortis Asia Healthcare Pte. Limited (Subsidiary)
51.00
51.00
Fortis Global Healthcare Infrastructure Pte. Limited (Associate)*
168.68
Interest accrued and due/but not due on loans given
Hiranandani Healthcare Private Limited (Subsidiary)
400.04
243.34
Escorts Heart Institute and Research Centre Limited (Subsidiary)
2,473.95
32.43
Fortis Health Management (North) Limited (Subsidiary)
10,684.28
2,114.15
Fortis Health Management (West) Limited (Subsidiary)
3.56
7.40
Fortis Healthcare International Limited (Subsidiary)
3,786.48
1,632.04
International Hospital Limited (Subsidiary)*
2,521.05
Trade receivables
Sunrise Medicare Private Limited (Associate)
6.62
Hiranandani Healthcare Private Limited (Subsidiary)
72.79
81.86
SRL Limited (formerly Super Religare Laboratories Limited)
51.29
(Subsidiary)**
Fortis Nursing and Education Society (Owned/significantly
21.60
influenced by KMP/their relatives)
Fortis Health Management (North) Limited (Subsidiary)
2,216.58
1,934.19
Trade payables and other liabilities
SRL Limited (formerly Super Religare Laboratories Limited)
65.88
48.03
(Subsidiary)**
Fortis Malar Hospitals Limited (Subsidiary)
2.68
6.27
Fortis Health Staff Limited (Subsidiary)
21.45
21.45
Fortis Health Management (North) Limited (Subsidiary)
14.22
Religare Technologies Limited (Owned/significantly influenced by
8.03
KMP/their relatives)
Religare Aviation Limited (Owned/significantly influenced by
7.62
KMP/their relatives)
Ligare Trevels Limited (formerly Religare Travel (India) Limited)
1.86
21.72
(Owned/significantly influenced by KMP/their relatives)
Fortis Hospitals Limited (Subsidiary)
126.15
Escorts Heart Institute and Research Centre Limited (Subsidiary)
208.80
-
Notes to financial statements for the year ended March 31, 2013
138
As at
As at
March 31, 2013 March 31, 2012
71,894.80
20,739.71
40,205.58
80,368.53
71,894.80
20,739.71
40,205.58
80,368.53
5.00
3,040.00
14,744.49
5.00
4.75
0.31
5.00
3,040.00
14,744.49
5.00
4.75
0.31
10,000.00
6,000.00
12,500.00
20,700.00
6,000.00
6,000.00
51,500.00
16,900.00
9,700.00
6,500.00
25,720.00
1,031.00
217,140.00
-
41,500.00
3,500.00
6,500.00
17,600.00
5,000.00
5,000.00
5,000.00
5,000.00
Notes:
** Entity Owned/significantly influenced by KMP/their relatives till May 11, 2011, and subsidiary
thereafter.
During the year ended March 31, 2013, on listing of Religare Health Trust (RHT) at Singapore
Exchange Securities Trading Limited on October 19, 2012, stake of the Group in RHT along with
its subsidiaries has been diluted to 28%.
Notes to financial statements for the year ended March 31, 2013
6. Leases
(a) Assets taken on Operating Lease:
Hospital/ Office premises and few medical equipments are obtained on operating lease. In all the cases,
the agreements are further renewable at the option of the Company. There is no escalation clause in
the respective lease agreements. For all cases, there are no restrictions imposed by lease arrangements
and the rent is not determined based on any contingency. The total lease payments in respect of such
leases recognised in the statement of profit and loss for the year are ` 1,185.87 lacs (Previous year
` 2,188.73 lacs) and capitalized during the year are ` 1,784.40 lacs (Previous year ` 694.14 lacs).
The total future minimum lease payments under the non-cancellable operating leases are as under:
(` in lacs)
Particulars
Minimum lease payments :
Not later than one year
Later than one year but not later than five years
Later than five years
As at
March 31, 2013
As at
March 31, 2012
2,713.67
11,141.91
3,112.03
2,554.71
10,422.13
3,954.51
(b) Assets given on Operating Lease
i) The Company has sub- leased some portion of hospital premises. In all the cases, the agreements
are further renewable at the option of the Company. There is no escalation clause in the respective
lease agreements. There are no restrictions imposed by lease arrangements and the rent is not
determined based on any contingency. All these leases are cancellable in nature. The total lease
income received / receivable in respect of the above leases recognised in the statement of profit
and loss for the year are ` 105.45 lacs (Previous year ` 83.92 lacs).
ii) The Company has leased out certain capital assets on operating lease to a Trust managing hospital
operations and one of its Associates. The lease term is for 3 years and thereafter renewable at the
option of the lessor. There are no restrictions imposed by the lease arrangements and the rent is
not determined based on any contingency. There is no escalation clause in the lease agreements.
The lease arrangement is non-cancellable in nature. The details of the capital assets given on
operating lease are as under:
(` in lacs)
Particulars
Software
Plant & Machinery
Medical Equipments
Furniture & Fittings
Computers
Office Equipments
Vehicles
Total
Notes to financial statements for the year ended March 31, 2013
140
The total lease payments received in respect of such leases recognised in the statement of profit
and loss account for the year are ` 885.28 lacs (Previous year ` 825.12 lacs).
The totals of future minimum lease payments receivable under the non-cancellable operating
leases are as under:
(` in lacs)
Particulars
Minimum lease payments :
Not later than one year
Later than one year but not later than five years
Later than five years
As at
March 31, 2013
As at
March 31, 2012
948.70
1,423.04
-
212.84
-
The Company has deferred tax liability of ` 734.19 lacs (Previous year ` 595.56 lacs) and deferred tax
assets of ` 702.35 lacs (Previous year ` 706.63 lacs) as per details below. In accordance with Accounting
Standard 22 Accounting for Taxes on Income, as notified under Companies (Accounting Standard) Rules,
2006, in view of the large amount of accumulated losses carried forward at the close of the previous year,
deferred tax assets on timing differences have not been recognized for in the books since it is not virtually
certain whether the Company will be able to use such losses/depreciation. Accordingly the company has
recognised deferred tax asset of ` 596.56 lacs in previous year financial statement to set off against the
deferred tax liabilities and no deferred tax asset (net of deferred tax liability) was created in the absence
of above virtual certainty.
(` in lacs)
Particulars
Deferred tax liability arising on account of:
Fixed assets: Impact of difference between tax depreciation and
depreciation/ amortization charged for the financial reporting
Deferred tax asset arising on account of:
Impact of expenditure charged to the statement of profit and loss
but allowed for tax purposes on payment basis
On carry forward business losses and unabsorbed depreciation
Deferred Tax Liability (Net)
As at
March 31, 2013
As at
March 31, 2012
734.19
596.56
734.19
596.56
702.35
522.53
702.35
31.84
74.04
596.56
-
Notes to financial statements for the year ended March 31, 2013
8. Borrowings
Note
(a)
(b)
(c)
a) Term Loan taken from a body corporate during the last year is secured by a first pari passu
charge by way of mortgage of the Companys immovable properties, present and future. Further
secured by a first pari passu charge by way of hypothecation of the Companys movable assets,
including movable machinery, machinery spares, tools and accessories, present and future. Also,
secured by a second pari passu charge by way of hypothecation on the Companys book debts,
operating cash flows and the receivables and revenues, current assets commissions and revenues
of whatsoever nature and wherever arising, both present and future. Further, there is an exclusive
pledge of shareholding of the Company in Super Religare Laboratories Limited in favour of
the lender, to the extent of at least 2 times of the facility amount, to be maintained at all times
during the subsistence of the facility. The rate of interest for each tranche of facility shall be
12.25% per annum, payable monthly. The loan is repayable in 84 structured monthly instalments,
after a moratorium of 12 months from the date of first disbursement.
Year
1
2
3
4
5
6
7
` in lacs
1,400
1,925
2,100
2,450
2,975
3,325
3,325
b) 10% Secured Redeemable Non Convertible Debentures were issued on September 24, 2012
redeemable at par, bullet redemption at the end of one year from the date of allotment. The
debentures are secured by way of first pari passu charge over the free hold land (refer note 4(x)
(a)) of the Company located in State of Gujarat in favour of Debenture trustee.
c) Overdraft limit of ` 100,000,000 is secured by way of first pari passu charge over moveable fixed
assets at Mohali hospital. Further, secured by first pari passu charge over stocks and book debts
and carry interest rate ranging from 12.50% to 13.00% per annum.
Notes to financial statements for the year ended March 31, 2013
Note
(a)
(b)
(c)
(d)
30,000.00
3,500.00
7,500.00
a) The Bonds are convertible at the option of the holder at any time on or after May 18, 2013 (or
such earlier date as is notified to the holders of the Bonds by the Company) up to May 11, 2015
into fully paid equity shares. The Bonds may otherwise be redeemed, in whole or in part, at the
option of the Company and holders of the bonds, before the maturity date subject to satisfaction
of certain conditions. (Refer note 18 for further details)
b) 11% Secured Redeemable Non Convertible Debentures were issued on March 22, 2012 redeemable
at par, bullet redemption at the end of six months from the date of allotment. The debentures
are secured by way of first pari passu charge over the free hold land (refer note 4(x)(a)) of the
Company located in State of Gujarat in favour of Debenture trustee; however the security has
been furnished in the month of May 2012.
c) Working capital demand loan taken during the last year from a bank is repayable within 3 months
of draw down. Credit facilities and guarantees from Bank amounting to ` 5,000.00 lacs are
secured by personal guarantees from Malvinder Singh and Shivinder Singh for ` 5,000 lacs each.
The facilities were repaid along with interest rate ranging from 9.75% to 12.60% per annum.
d) Commercial papers from bank of ` 2,500 lacs and ` 5,000 lacs redeemed on July 10, 2012 and
June 20, 2012 respectively and have been issued to Canara Bank and Axis Bank respectively at
interest rates varying between 12.75% to 14% per annum.
142
9. Commitments:
(` in lacs)
Particulars
As at
March 31, 2013
2,268.47
Estimated amount of contracts remaining to be executed on capital
account (net of capital advances of ` 108.65 lacs (Previous year
` 434.81 lacs))
Estimated amount of contracts remaining to be executed on
revenue account
As at
March 31, 2012
2,258.28
150.40
(c) Going concern support in form of funding and operational support letters issued by the company in
favour of FHMWL, FHMSL, Fortis C-Doc Healthcare Limited, FHMEL, FHMNL, LHPL, Fortis
Cauvery, FAHPL, FHIL and FHIPL.
Notes to financial statements for the year ended March 31, 2013
10. Contingent liabilities (not provided for) in respect of:
(` in lacs)
Particulars
As at
March 31, 2013
471.18
Claims against the Company not acknowledged as debts (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
501.41
The DCIT- (TDS) - Chandigarh had passed an order dated March
22, 2013, u/s 201(1)/201(1A) for the assessment years 2010-11
and 2011-12, thereby raising demands of ` 239.92 (Previous year
nil) and ` 261.49 lacs (Previous year nil) respectively on account
of deduction of tax under section 194J of Income Tax Act, 1961
instead of section 192 on payments made to retainer doctors.
Subsequent to March 31, 2013 Company has filed appeals with
the Commissioner of Income Tax (Appeals), Chandigarh on April
22, 2013 which is pending for disposal. Based on expert opinion
obtained, the management believes that the Company has good
chance of success in these cases
986.62
Premium on redemption of US$ 100 Million 5% Foreign Currency
Convertible Bonds due 2015 (Refer note 18 below)
Corporate guarantee given to financial institutions/ banks in
respect of financial assistance availed by subsidiaries and associates
of the Company. None of the corporate guarantee have been
evoked by the Banks/ Financial institutions during the year as the
subsidiaries and associates of the Company have complied with the
loan covenants.
4,500.00
- IDBI Bank
5,000.00
- Yes Bank
- IndusInd Bank
8,250.00
- Axis Bank
3,000.00
- Royal Bank of Scotland
11,000.00
- HDFC Bank Limited
- Central Bank of India
14,500.00
- GE Money Financial Services Private Ltd
5,000.00
- GE Capital Services India Ltd
20,000.00
- ICICI Bank Ltd
217,140.00
- Standard Chartered Bank
1,200.00
- Kotak Mahindra Bank
6.47
Others
As at
March 31, 2012
396.81
603.13
4,500.00
81,000.00
10,000.00
5,000.00
1,500.00
26,000.00
20,000.00
4,500.00
5,200.00
6.47
Notes to financial statements for the year ended March 31, 2013
The Company has provided share-based payment scheme to the eligible employees and directors of the
Company/its subsidiaries. During the year ended March 31, 2008, 458,500 options (Grant I) were granted
to the employees under Plan A. Under the same plan, 33,500 options (Grant II) were granted to the
employees during the year ended March 31, 2009, 763,700 (Grant III) during the year ended March 31,
2010, 1,302,250 options (Grant IV) were granted during the year ended March 31, 2011 and 200,000
options (Grant V) were granted during the previous year. During the previous year 4,050,000 options
(Grant VI) were granted under Plan B. The Company has granted these options under Equity Settlement
method and there are no conditions for vesting other than continued employment with the Company. The
weighted average share price of the Company during the year was ` 101.52 (Previous year ` 132.54). As
at March 31, 2013, the following scheme was in operation:
Particulars
Date of grant
Date of Board
Approval
Date of
Shareholders
approval
Number of
options granted
Vesting Period
144
Grant I
13-Feb-08
30-Jul-07
Grant II
13-Oct-08
30-Jul-07
Grant III
14-Jul-09
30-Jul-07
Grant IV
1-Oct-10
30-Jul-07
Grant V
12-Sep-11
30-Jul-07
Grant VI
23-Feb-12
12-Aug-11
27-Sep-07
27-Sep-07
27-Sep-07
27-Sep-07
27-Sep-07
19-Sep-11
458,500
33,500
763,700
1,302,250
200,000
4,050,000
October
1, 2011 to
September
30, 2015
30-Sep-20
February
13, 2009 to
February 12,
2013
Exercise Period
12-Feb-18
up to
September
February
12, 2012 to 23, 2012 to
September February 22,
2015
11, 2016
11-Sep-21
22-Feb-17
The details of activity under the Plan have been summarized below:
Particulars
1,412,860
27,620
4,535,330
328,070
6.09
119.98
72.42
117.40
126.63
-
4,250,000
210,080
76,240
5,975,810
524,130
7.10
112.93
133.12
74.27
117.80
111.07
-
34.11
33.45
Notes to financial statements for the year ended March 31, 2013
The details of exercise price for stock options outstanding at the end of the year are:
Particulars
Range of exercise prices
Number of options outstanding
Weighted average remaining contractual life of options
(in years)
117.80
The weighted average fair value of stock options granted during the year is ` Nil (Previous year
` 26.60). The Black - Scholes valuation model has been used for computing the weighted average fair value
considering the following inputs:
Particulars
Exercise Price
Expected Volatility
Life of the options granted (Vesting and exercise period)
in years
Expected dividends
Average risk-free interest rate
Expected dividend rate
7.50% to 8.70%
-
Expected volatility has been determined considering the daily volatility of the stock prices on National Stock
Exchange, over a period prior to the date of grant, corresponding with the expected life of the options.
In March 2005, the ICAI has issued a guidance note on Accounting for Employees Share Based Payments
applicable to employee based share plan, the grant date in respect of which falls on or after April 1,
2005. The said guidance note requires the Proforma disclosures of the impact of the fair value method
of accounting of employee stock compensation accounting in the financial statements. Applying the fair
value based method defined in the said guidance note, the impact on the reported net profit and earnings
per share would be as follows:
(` in lacs)
Particulars
Profit as reported
Add: Employee stock compensation under intrinsic value method
Less: Employee stock compensation under fair value method
Proforma profit
Earnings Per Share (In `)
Basic
- As reported
- Pro forma
Diluted
- As reported
- Pro forma
0.43
0.32
4.97
4.84
0.43
0.32
4.97
4.84
Notes to financial statements for the year ended March 31, 2013
146
The fair value of total option outstanding at the year end is ` 1,547.03 lacs (Previous year ` 1,998.82 lacs)
and these shall vest over a period of 3-5 years. Accordingly, the charge for the current year in relation to
employee stock compensation on a straight line basis under fair value method would have been ` 412.17
lacs (Previous year ` 538.49 lacs).
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 salary) for each completed year
of service.
The following table summaries the components of net benefit expenses recognised in the statement of
profit and loss and the amounts recognized in the balance sheet.
(` in lacs)
Particulars
Gratuity
(Unfunded)
2012-2013
Gratuity
(Unfunded)
2011-2012
119.34
41.17
NA
129.47
289.98
-
84.52
28.34
NA
39.38
152.24
-
737.55
NA
(737.55)
(737.55)
491.36
NA
(491.36)
(491.36)
491.36
119.34
41.17
(43.79)
129.47
737.55
369.47
84.52
28.34
(30.35)
39.38
491.36
Notes to financial statements for the year ended March 31, 2013
The Principal assumptions used in determining gratuity obligation for the Companys plan are shown
below:
Particulars
Discount rate
Expected rate of return on plan assets
Expected rate of salary increase
Mortality table referred
As at
March 31, 2013
8.00%
N/A
7.50%
Indian Assured
Lives Mortality
(2006-08)
Modified) ULT
As at
March 31, 2012
8.00%
N/A
7.50%
LIC (1994-96)
duly modified
18.00%
6.00%
2.00%
18.00%
6.00%
2.00%
Experience history for the current and previous four periods are as follows:
(` in lacs)
Year ending
31-Mar-13 31-Mar-12 31-Mar-11 31-Mar-10 31-Mar-09
(737.55)
Defined benefit obligation at the end
(491.36)
(212.17)
(245.93)
(229.91)
of the period
NA
Plan assets at the end of the period
NA
NA
NA
NA
(737.55)
Funded status
(491.36)
(212.17)
(245.93)
(229.91)
(101.33)
Experience gain/ (loss) adjustment
(85.50)
(75.29)
49.94
(30.94)
on plan liabilities
NA
NA
NA
NA
NA
Experience gain/ (loss) adjustment
on plan assets
(36.12)
Actuarial gain/ (loss) due to change
28.21
NA
5.01
96.39
on assumptions
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) ` 12.31 lacs (Previous year ` 28.58 lacs) out of the net benefit expenses, as above, has been allocated
to subsidiaries and one body corporate.
13. The Company has entered into Operation and Management agreement with entities which are into hospital
operations, in terms of which, the Company is responsible for developing and providing maintenance
support and related services necessary to support, manage and maintain the hospital as may be required.
The management fee in this case is generally based on gross billing of the hospital subject to certain
conditions as per the underlying agreement. The gross billing of the hospital is considered based on the
Notes to financial statements for the year ended March 31, 2013
unaudited financial statements of the respective entity. The management does not anticipate any material
changes in the amounts considered in financial statements.
14. Restructuring during the year
a. The Groups primary business consists of provision of Hospital Services through various entities.
The Company initiated internal restructuring within the Group with a view to streamline and focus
Group companies resources and energies on different divisions and undertakings and to align the
business with the internationally emerging trends by moving towards innovative and cost effective
methods such as transformation to asset light models. Subsequent to the internal restructuring
completed during the year, the business of certain identified hospitals of the Group are being divided
into the following two verticals, such that they are managed under different verticals whilst continuing
to have mutual interdependencies:
(i) One vertical (the Clinical Establishments Division) will own, maintain and operate clinical
establishments (being fully air conditioned institutions established, and specifically customized
and duly fitted with all fixtures, fittings, certain medical equipment and infrastructure required
for running and operating the hospitals), along with providing services under outpatient division
and radio-diagnostic services (hereinafter referred to as the Clinical Establishment Services).
(ii) The other vertical (the Medical Services Division) will undertake the business of running the
hospital operations, being hereinafter referred to as provision of medical services, including inpatient services and emergency services (Medical Services).
148
b. Religare Health Trust (RHT) made an offering of 567,455,000 common units at S$ 0.90 per common
unit. Post listing of RHT on SGX-ST on October 19, 2012, Groups shareholding in RHT has been
diluted from 100% to 28%.
15. As part of Sponsor Agreement entered between The Trustee-Manager of RHT, FGHIPL and Hospital
Service Companies (collectively referred as Indemnified parties) with the Company, the Company has
provided following indemnities:
i)
To RHT and its, directors, officers, employees and agents under the relevant transaction agreements
against any losses or liabilities finally determined as payable for any breach of the Consolidated Foreign
Direct Investment (FDI) Policy or Foreign Exchange Management Act (FEMA), to the extent that
such breach has resulted from the acquisition by RHT of the Hospital Services Companies.
Further, the Company has undertaken to transfer or procure additional medical and healthcare
services to Hospital Services Companies in the event that any regulatory authority raises concerns
over compliance with any applicable law.
However, the Company will not be liable to indemnify the Indemnified Parties for any losses resulting
from delay or failure of the Indemnified Parties in completing any statutory filings or similar
formalities under the Consolidated FDI Policy, FEMA and other laws in force in India as of the
Listing Date i.e. October 19, 2012, required to be undertaken by the Indemnified Parties in relation to
the acquisition by RHT or FGHIPL of the equity shares of the Hospital Services Companies.
The Companys obligations under this indemnity shall continue so long as the Company or the Group
holds 15.0% or more of the total units from time to time issued in RHT or three years from the
Listing Date, whichever is later.
However, the Company will be liable in respect of the indemnity for a maximum period of five years
from the Listing Date.
Notes to financial statements for the year ended March 31, 2013
ii) The Company has also undertaken to indemnify (Tax Indemnity) each of the Hospital Services
Companies and their respective directors, officers, employees and agents (the Investing Parties)
against tax liabilities (including interest and penalties levied in accordance with the Income tax Act
and any cost in relation thereto) which these Investing Parties may incur due to the non-allowance
of interest on Compulsorily Convertible Debentures (CCDs) or Optionally Convertible Debentures
(OCDs) in the hands of the Hospital service Companies.
16. On January, 9 2012, FHML entered into Share Purchase Agreement to acquire 49% interest in FHTL at an
aggregate consideration of ` 37,728.39 lacs. FHTL is the owner of Shalimar Bagh Clinical Establishment
and Gurgaon Clinical Establishment. FHML on September 17, 2012 entered into Shareholders Agreement
with the Company, pursuant to which FHML has a call option over the Companys 51% interest in FHTL
(FHTL Call Option) at a fixed price, subject to fulfillment of certain conditions, applicable laws including,
and receipt of necessary approvals from all third parties. FHML also has the right to appoint 50% of the
directors of FHTL, including the chairman of the board of directors who will have the casting vote in
case of deadlock on any matter, including all financial and operating policies of the company, brought
to the board of directors for its approval. Additionally, the Company has assigned its right to receive
dividends from FHTL in favour of FHML. In addition, FHML has a put option on its 49% interest in
FHTL (FHTL Put Option), exercisable if FHML is unable to acquire 100% of the issued and paid-up
share capital of FHTL within 5 years from the date of transfer of the 49% shareholding of FHTL by
the Company to FHML, for any reason outside the control of FHML. The put option shall be exercised
at a price that is equal to the fair market value of Put Securities on the date of exercise of put option,
determined on a discounted cash flow basis.
17. During the year ended March 31, 2013, Escorts Heart Institute and Research Centre Limited (EHIRCL)
have issued 401,769 Compulsorily Convertible Preference Shares (CCPS) of face value of `10 each at a
premium of ` 7,456.98 per CCPS to Kanishka Healthcare Limited (KHL) with a maturity period of 15
years aggregating to ` 30,000 lacs. Following are the key terms of CCPS:
a) CCPS Put Option KHL is entitled to exercise an unconditional and irrevocable right to require the
Company or its nominee to buy all of CCPS upon occurrence of KHL having exercised FHTL Put
Option or FHTL Call Option under shareholders agreement entered between the Company, FHTL
and FHML, as per above.
b) Under FHTL call Option the Company is required to pay sum equal to the fair valuation of Equity
Shares of EHIRCL as per DCF Method.
c) In case of FHTL put option Company has right to purchase, subject to due compliance with law, all
CCPS at consideration equal to KHLs contribution along with coupon rate agreed.
18. During the year ended March 31, 2011, the Company had issued 1,000 5% Foreign Currency Convertible
Bonds of US Dollar 100,000 each aggregating to US Dollar 100,000,000 due 2015 (the Bonds). These
Bonds are listed on the Euro MTF market of the Luxembourg Stock Exchange. The Bonds are convertible
at the option of the holder at any time on or after May 18, 2013 (or such earlier date as is notified to the
holders of the Bonds by the Company) up to May 11, 2015 into fully paid equity shares with full voting
rights at par value of ` 10 each of the Company (Shares) at an initial Conversion Price (as defined in
the Terms & Conditions of the Bonds) of ` 167 with 26,922.1557 shares being issued per Bond with
a fixed rate of exchange on conversion of ` 44.96 = US Dollar 1.00. The Conversion Price is subject to
adjustment in certain circumstances.
The Bonds may otherwise be redeemed, in whole or in part, at the option of the Company and holders of
the bonds, before the maturity date subject to satisfaction of certain conditions.
Notes to financial statements for the year ended March 31, 2013
150
Subject to the prior approval of the RBI (or any other statutory or regulatory authority under applicable
laws and regulations of India) if required, the Bonds may be redeemed, in whole but not in part, at the
option of the Company at any time on or after 18 May 2013 (subject to the Company having given at least
30 days notice) at 100 percent of their aggregate principal amount plus accrued but unpaid interest if
the closing price of the Shares on each trading day with respect to the shares for a period of at least 30
consecutive such trading days is equal to or greater than 130 per cent of the Accreted Conversion Price
(as defined in the terms and conditions of the Bonds).
The Bonds may also be redeemed in whole, but not in part, at the option of the Company subject to
satisfaction of certain conditions including obtaining Reserve Bank of India (RBI) approval, at certain
early redemption amount, as specified, on the date fixed for redemption in the event of certain changes
relating to taxation in India.
Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed by
the Company in US Dollars on May 18, 2015 at 103.1681 per cent of its principal amount. Since the
redemption of bonds is contingent upon its non-conversion into Equity Shares and the probability of
redemption cannot presently be ascertained, the Company has not provided for the proportionate premium
on redemption for the period up to March 31, 2013 amounting to ` 986.62 lacs (Previous year ` 603.13
lacs). Such premium has been disclosed as contingent liability. These Bonds are considered a monetary
liability and are redeemable only if there is no conversion before maturity date.
Exchange Rate at March 31, 2013 considered for restatement of the Bonds at the year end was ` 54.285=
US Dollar 1 (` 50.9449 = US Dollar 1 at March 31, 2012).
19. During the previous year, the Company has sold following investments in Associates and Subsidiaries:
(` in lacs)
Investment
Cost of
investment
at March
31, 2011
439.72
Additions
during the
year
Balance as
at March
31, 2012
1,100.09
660.37
4,021.09
2,000.00
6,021.09
40,666.09
37,728.39
17,802.00
20,739.71
45,126.90
2,000.00
44,849.57
18,462.37
20,739.71
All the investments have been sold to Fortis Health Management Limited (FHML) as part of proposed
restructuring as explained more fully in note 16 above.
20. Included in note 4(xviii) of the financial statements is service tax recoverable of ` 531.20 lacs (Previous
year ` 520.66 lacs). As per management, this amount can be adjusted against service tax obligation on
certain transactions as per current business plan. Hence, the management does not consider any need to
make provision against non utilization of this service tax recoverable in these financial statements.
21. The Company was liable to pay Income tax for the previous years under the provisions of Section 115
JB of the Income Tax Act, 1961. As per the provisions of the Section 115JAA of the Income Tax Act,
Notes to financial statements for the year ended March 31, 2013
1961, MAT credit is available to the Company in subsequent assessment years in respect of the minimum
alternate tax paid in prior years. Accordingly, income tax of ` 1,450.85 lacs have been adjusted against the
MAT credit recognized in the prior years.
22. 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. The management has confirmed that none of the suppliers have confirmed that they
are registered under the provision of the Act. In view of this, the liability of the interest and disclosure
are not required to be disclosed in the financial statements.
Subsidiaries
Hiranandani Healthcare Private Limited
Escorts Heart Institute and Research
Centre Limited
International Hospital Limited
Fortis Hospotel Limited
Fortis Hospitals Limited
Fortis Health Management (North)
Limited
Fortis Healthcare International Limited
SRL Limited
Fortis Health Management (West)
Limited
Maximum Amount
Outstanding
31-Mar-13
31-Mar-12
Closing Balance
31-Mar-13
31-Mar-12
4,321.34
56,076.71
3,662.34
54,105.45
4,203.34
22,941.71
3,419.00
7,895.43
11,930.03
3,607.07
14,973.35
106,089.15
101,224.43
4,747.94
23,289.56
96,986.15
147.15
61,036.65
11,930.03
3,607.07
14,499.26
94,872.00
47,638.51
150.00
128.85
42,924.29
-
47,638.51
28.85
42,924.29
150.00
125.78
Notes to financial statements for the year ended March 31, 2013
152
25. During the year, the Company has capitalised the following expenses of revenue nature to the cost of
fixed asset/ capital work in progress (CWIP). Consequently, expenses disclosed under the respective notes
are net of amount capitalised by the company.
PARTICULARS
As at
As at
March 31, 2013 March 31, 2012
` in lacs
2,595.09
1.28
1.28
-
` in lacs
209.08
1.19
1.19
3.20
508.51
0.11
508.62
755.35
0.46
0.59
2.76
8.31
1.18
768.65
1.47
43.15
7.32
0.35
2.75
28.92
1,185.87
339.80
16.57
0.10
0.06
36.51
14.49
1,677.36
4,779.79
1,212.16
3,567.63
36.06
41.52
6.44
2.41
694.17
0.53
4.59
767.80
1.47
2.52
57.84
1,615.35
2,595.09
2,595.09
Notes to financial statements for the year ended March 31, 2013
26. Expenditure in foreign currency (on accrual basis)
(` in lacs)
Particulars
Marketing and business promotion
Travel and conveyance
Rent
Legal and professional fee
Communication expenses
Interest
Recruitment & Training
2012-13
65.01
202.90
44.56
4,015.74
23.62
4,351.83
2011-12
122.29
31.09
9.77
35.45
0.13
2,560.06
17.02
2,775.81
2012-13
127.45
2,357.47
2011-12
118.03
1,994.20
2012-13
587.70
2011-12
441.53
2012-13
100
100
2011-12
100
100
Value (` in lacs)
2012-13
2011-12
10,210.03
7,923.99
10,210.03
7,923.99
*Including consumables of ` 74.36 lacs (Previous year ` 67.84 lacs) debited to housekeeping expenses.
Note: Material consumption consists of items of various nature and specifications and includes medical
consumables, pharmaceuticals etc. Hence, it is not practicable to furnish the item wise details.
30. Finance Act 2012, has introduced provisions with respect to domestic transfer pricing that require all tax
payers to whom provisions of domestic transfer pricing apply to complete transfer pricing documentation
which will form the basis of form 3CEB to be submitted with the tax authorities. The Company is currently
in the process of compiling and completing the documents. The management is of the belief that the
aforesaid legislation will not have any material impact on the financial statements.
Notes to financial statements for the year ended March 31, 2013
154
During the current year, the company initiated an institutional placement programme (IPP) for issuance
of equity share of the Company. The issue was authorised by the Board of Directors through circular
resolutions dated November 27, 2012 and by the Companys shareholders through a special resolution
passed by way of postal ballot the result whereof was announced on January 15, 2013.
Subsequent to March 31, 2013, the company issued 34,993,030 equity shares of face value ` 10 each at
a price of ` 92 per equity share under IPP. The transaction has been concluded in May 2013. The total
proceeds of the issue were approximately ` 32,193.59 lacs which will be use in repayment of debts,
funding capital expenditure requirements and general corporate purposes.
Previous year figures have been regrouped / reclassified, where necessary, to conform to this years
classification.
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
(6,008.07)
(226.95)
234.70
2,711.51
(336.36)
5,814.98
36.33
(1,371.40)
(28.70)
(65.80)
(75.49)
(2,835.69)
64,482.19
(3,930.01)
(47,338.38)
2,221.13
31,518.77
14,264.52
1,462.64
1,378.40
-
14,155.67
373.53
81.16
1,860.95
5.00
490.00
5.00
5.00
5.00
400.00
8,446.35
395.82
150,382.28
0.06
156,053.77
156,053.77
0.00
0.00
8,005.77
0.00
121.56
0.00
21,455.58
0.00
0.00
0.00
0.00
240.21
4,025.06
5.00
-
365,816.20
1,696.26
-
14,132.76
120.44
-
Capital
51,475.73
57,463.60
2,243.64
1,304.31
6,244.61
1,400.94
39.14
1,824.20
350.91
10,972.83
28,425.87
26,243.94
288,899.58
152,654.14
155,085.84
108,204.01
8,827.27
38,053.99
-
357,691.51
1,802.77
-
42,319.55
31,219.02
127,489.91
-
Total
Liabilities
7,019.48
16,854.38
102.81
306.00
150.00
1,175.88
21,043.31
-
Details of
Investment
(except
in case of
investment
in
subsidiaries)
8,507.50
-
3,138.01
2,337.94
2,178.06
(0.16)
10,476.41
697.47
421.20
0.28
80.15
294.71
9,010.63
38,803.14
26,066.65
5,147.87
160.72
179,949.17
148,186.03
11,233.42
19,710.98
-
4,228.84
1,202.33
1,170.52
572.30
2,660.64
4,046.80
44,804.98
64,379.92
3,117.54
1,406.01
86,081.46
973.15
Turnover
3,498.21
(4,509.56)
(114.41)
(168.49)
5,650.05
43.23
107.61
(11.02)
(61.88)
(67.62)
253.66
1,457.87
276.49
(3,354.38)
(16,241.27)
(277.53)
14,911.62
12,454.82
1,203.48
1,304.84
-
(7,800.23)
(1,379.67)
339.91
(557.28)
1,786.89
2,050.35
7,404.53
48,142.35
(480.34)
(4,281.04)
(11,991.93)
628.10
1,332.10
13.36
59.24
95.54
238.01
4,358.63
3,838.93
414.41
105.84
-
75.91
4.45
96.55
2,243.59
11,824.55
(127.69)
110.47
3,498.21
(4,509.56)
(114.41)
(168.49)
4,317.96
29.87
107.61
(11.02)
(61.88)
(67.62)
253.66
1,398.63
180.95
(3,354.38)
(16,241.27)
(515.54)
10,553.00
8,615.89
789.07
1,199.00
-
(7,800.23)
(1,379.67)
264.00
(561.72)
1,690.34
2,050.35
5,160.94
36,317.79
(480.34)
(4,281.04)
(11,864.24)
517.63
(` in lacs)
Profit/
(Loss) after
Taxation
0.00
0.04
8,009.06
0.04
Capital
(122.47)
(177.12)
88.70
(363.91)
(16.11)
4,796.94
94.61
20.05
227.94
(1,655.68)
(3,377.19)
(34.31)
(184.56)
(87.59)
83,402.74
15,248.07
(500.99)
8,692.19
8,344.55
6,996.32
(2.58)
(210.08)
(31.13)
(12.13)
1,176.76
13,766.34
(46.03)
(138.26)
2,027.82
211.97
(30.54)
(16.27)
(30.15)
(1,383.86)
154.26
582.38
66.29
(93.50)
78.42
21.94
172.56
6.60
28.67
10,122.69
320.44
21.09
94.77
1,693.09
4,255.91
5.14
769.02
8.98
111,180.16
25,706.52
8,692.24
14,263.95
23,502.02
0.64
127.16
0.00
1,331.70
19,733.18
1,613.55
6.74
4,256.92
1,593.99
1,531.43
60.25
717.42
174.52
586.04
78.50
4.71
73,076.12
88.45
206.60
Total
Liabilities
156
64.96
-
Details of
Investment
(except
in case of
investment
in
subsidiaries)
226.41
49.03
399.88
6,423.57
669.57
217.59
2,717.47
1,056.25
77.65
53,183.93
933.15
1,522.89
31,240.42
6,006.40
2,156.40
1,879.12
586.70
932.10
253.33
-
2,388.13
554.22
925.06
Turnover
12.10
(8.91)
39.99
1.47
(1.28)
1,369.51
67.79
(1.72)
71.73
77.32
(732.83)
(1.60)
39.09
(1,070.02)
(1.27)
(1.34)
(0.62)
791.86
(65.15)
(0.83)
(0.86)
210.81
(0.29)
160.45
733.68
(0.87)
186.55
285.24
(0.29)
(0.29)
(0.99)
(15.52)
77.62
204.58
43.25
(0.72)
(7,656.32)
119.96
145.08
(0.91)
(0.21)
(0.22)
(0.10)
161.03
(10.75)
(0.05)
26.47
121.06
(0.14)
30.78
(0.05)
12.81
33.76
7.14
-
12.10
(8.00)
39.99
1.47
(1.28)
1,369.51
67.79
(1.72)
71.73
77.32
(732.83)
(1.60)
39.09
(1,070.02)
(1.06)
(1.12)
(0.52)
630.83
(54.40)
(0.83)
(0.86)
210.81
(0.24)
133.97
612.63
(0.72)
155.77
285.24
(0.24)
(0.29)
(0.99)
(15.52)
64.81
170.83
36.11
(0.72)
(7,656.32)
119.96
145.08
(` in lacs)
Profit/
(Loss) after
Taxation
Capital
Total
Liabilities
Details of
Investment
(except
in case of
investment
in
subsidiaries)
431.78
-
Turnover
Sandeep Puri
Chief Financial Officer
162.63
192.02
(94.60)
70.89
(14.18)
(63.56)
(1.38)
(0.73)
(19.90)
34.59
445.96
69.42
351.34
(176.86)
(5.34)
(1,591.09)
(17.90)
(37.02)
99.81
(17.32)
(90.87)
88.51
105.80
20.90
5.97
13.29
-
(` in lacs)
Profit/
(Loss) after
Taxation
32.14
37.94
14.01
(0.27)
88.62
22.87
69.48
27.98
20.88
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
(i)
(ii)
Shareholding Extent of
(No. of Shares) holding %
2,000,310
100.00
40,250,577
100.00
50,000
100.00
32,722,596
100.00
722,622
60.00
9,856,000
100.00
835,214
100.00
545,624
67.23
11,752,402
63.20
50,000
63.20
1,440,000
29.00
50,000
100.00
50,000
100.00
50,000
100.00
4,000,000
85.00
42,749,217
71.49
2,829,717
71.49
348,191,000
100.00
100
100.00
73,164,995
63.51
4,763,250
63.51
2
63.51
2
63.51
10,475,209
63.51
2
63.51
1
63.51
4
63.51
4,597,868
29.00
1
63.51
1
63.51
1
63.51
2
63.51
INR
INR
INR
INR
INR
INR
INR
SGD
INR
INR
INR
INR
MUR
USD
INR
SGD
INR
INR
INR
INR
INR
INR
INR
INR
INR
SGD
SGD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
AUD
For the Current For the Previous For the Current For the Previous
Financial year
Financial Year
Financial year
Financial Year
(` in Lacs)
(` in Lacs)
(` in Lacs)
(` in Lacs)
2,050.35
(1,757.08)
5,160.94
4,150.60
36,317.79
147.77
(480.34)
(4,854.94)
(4,281.04)
(61.38)
(11,864.24)
4,615.81
517.63
284.62
(7,800.23)
1,835.32
(1,379.67)
(31.55)
264.00
131.59
(337.03)
1.59
1,690.34
599.23
3,498.21
371.79
(4,509.56)
526.46
(76.92)
(68.56)
(168.49)
(289.27)
2,728.95
308.00
18.88
1.93
31.21
(4.42)
(11.02)
(17.68)
(61.88)
(3.92)
(67.62)
(7.87)
215.61
(255.64)
999.88
(684.67)
129.36
(922.29)
(3,354.38)
(545.29)
(16,241.27)
209.95
(515.54)
2,561.26
6,702.21
653.77
5,471.95
679.78
501.14
116.73
347.71
18.83
-
Financial
Holding Companys
Reporting
Net aggregate amount of
year
interest as at close of
Currency subsidiary companys profits after
deducting its losses or vice-versa,
to which financial year of subsidiary
accounts
company
so far as it concerns members of
relate
holding company which are not
dealt within the companys account
158
Holding Companys
interest as at
31/03/2013
incorporating
changes since close
of financial year/
period of
subsidiary company
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
31/03/2013
245,000
315,000
100,000
3
100,000
11,776,444
330,000
100
2
2
100,000
2
100
2
1,000
6,000,001
2
702
2
3
25,000
100
10
155
2
1,300
2
10
2
1
62
8
10,000
10,000
10,000
10,000
2
70.00
70.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
(i)
(ii)
Shareholding Extent of
(No. of Shares) holding %
2
63.51
100
100.00
29,382,081
100.00
85
85.00
SGD
SGD
SGD
SGD
SGD
SGD
SGD
SGD
SGD
SGD
SGD
SGD
SGD
SGD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
HKD
AUD
SGD
SGD
SGD
8.47
(5.60)
39.99
1.47
(1.28)
1,369.51
67.79
(1.72)
71.73
77.32
(732.83)
(1.60)
39.09
(1,070.02)
(1.06)
(1.12)
(0.52)
630.83
(54.40)
(0.83)
(0.86)
210.81
(0.24)
133.97
612.63
(0.72)
155.77
285.24
(0.24)
(0.29)
(0.99)
(15.52)
64.81
170.83
36.11
(7,656.32)
119.96
123.32
2.82
0.09
8.46
(0.27)
366.53
16.25
(0.01)
10.27
37.80
(79.61)
(0.33)
(306.68)
(0.20)
454.26
(66.36)
(0.27)
27.87
(0.26)
21.29
142.06
(0.08)
35.72
67.89
(0.26)
(0.26)
(0.99)
(188.32)
17.25
38.51
13.66
Financial
Holding Companys
Reporting
Net aggregate amount of
year
interest as at close of
Currency subsidiary companys profits after
deducting its losses or vice-versa,
to which financial year of subsidiary
accounts
company
so far as it concerns members of
relate
holding company which are not
dealt within the companys account
Holding Companys
interest as at
31/03/2013
incorporating
changes since close
of financial year/
period of
subsidiary company
STATEMENT REGARDING SUBSIDIARY COMPANIES PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956
Date : May 30, 2013
Shivinder Mohan Singh
Balinder Singh Dhillon
Place: Gurgaon
Executive Vice Chairman
Executive Director
Rahul Ranjan
Sandeep Puri
Company Secretary
Chief Financial Officer
For the Current For the Previous For the Current For the Previous
Financial year
Financial Year
Financial year
Financial Year
(` in Lacs)
(` in Lacs)
(` in Lacs)
(` in Lacs)
(0.72)
(0.53)
162.63
61.66
192.02
44.61
(66.22)
(0.82)
49.62
23.28
(9.93)
(6.88)
(44.50)
(20.11)
(1.38)
(0.23)
(0.73)
(0.49)
(19.90)
(11.78)
34.59
5.47
445.96
81.92
69.42
(6.30)
351.34
62.53
(176.86)
(11.32)
(4.40)
(6.20)
(1,591.09)
(1,408.10)
(14.77)
(4.73)
87.33
(22.66)
(43.21)
61.09
110.64
-
(i)
(ii)
Shareholding Extent of
(No. of Shares) holding %
10,000
100.00
10,000
100.00
8
100.00
10,000
70.00
1,000
70.00
1,000
70.00
100
70.00
1,000,000
100.00
24
100.00
1
100.00
74,000
100.00
1,000
100.00
1,015
100.00
10,000
100.00
8
100.00
10,043,433
82.54
300
100.00
151,461
82.54
7,813
78.13
39,066
78.13
13,358,813
61.21
5,308,243
61.20
Financial
Holding Companys
Reporting
Net aggregate amount of
year
interest as at close of
Currency subsidiary companys profits after
deducting its losses or vice-versa,
to which financial year of subsidiary
accounts
company
so far as it concerns members of
relate
holding company which are not
dealt within the companys account
160
Holding Companys
interest as at
31/03/2013
incorporating
changes since close
of financial year/
period of
subsidiary company
INDEPENDENT
AUDITORS
REPORT
Notes
164
4 (i)
4 (ii)
40,953.37
330,133.56
371,086.93
102,122.06
67,000.00
40,950.61
284,678.81
325,629.42
83,083.54
-
Minority Interest
Compulsorily convertible preference shares
Non-current liabilities
Long-term borrowings
Deferred tax liabilities (net)
Other long term liabilities
Long-term provisions
4 (iii)
4 (iv)
4 (v)
4 (vi)
481,735.76
9,363.20
11,869.82
4,125.41
507,094.19
367,329.71
856.59
12,758.39
3,220.96
384,165.65
Current liabilities
Short-term borrowings
Trade payables
Other current liabilities
Short-term provisions
4 (vii)
4 (viii)
4 (ix)
4 (x)
34,635.23
87,933.13
176,785.60
11,469.81
310,823.77
1,358,126.95
283,597.68
75,598.68
84,803.58
5,901.60
449,901.55
1,242,780.16
4 (xi) (a)
4 (xi) (b)
181,674.81
745,734.05
23,735.13
643.90
951,787.89
79,814.15
6,752.08
57,395.15
6,801.26
1,102,550.53
254,276.67
663,747.61
56,474.78
106.06
974,605.12
23,478.86
5,020.61
43,671.56
4,802.07
1,051,578.22
38,930.27
9,250.26
66,278.36
51,169.70
82,063.35
7,884.48
255,576.42
1,358,126.95
637.82
7,991.58
54,605.25
41,457.91
75,483.17
11,026.21
191,201.94
1,242,780.16
25
TOTAL
ASSETS
Non-current assets
Fixed assets
Tangible assets
Intangible assets
Capital work-in-progress
Intangible assets under development
Non-current investments
Deferred tax assets (net)
Long- term loans and advances
Other non-current assets
4 (xii)
4 (iv)
4 (xiii)
4 (xiv)
Current assets
Current investments
Inventories
Trade receivables
Cash and bank balances
Short- term loans and advances
Other current assets
4 (xv)
4 (xvi)
4 (xvii)
4 (xviii)
4 (xix)
4 (xx)
TOTAL
Summary of significant accounting policies
2
The accompanying notes are an integral part of the financial statements
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
Consolidated Statement of Profit and Loss for the year ended March 31, 2013
Notes
Continuing Operations
INCOME
Revenue from operations
4 (xxi)
Other income
4 (xxii)
Exceptional items
4 (xxviii)
Total revenue
EXPENDITURE
Purchase of medical consumables and drugs [Net of the amount
capitalised (refer note 22)]
Increase in inventories of medical consumables and drugs
4 (xxiii)
Employee benefits expense
4 (xxiv)
Other expenses
4 (xxv)
Exceptional items
4 (xxviii)
Total expenses
Earnings before interest, tax, depreciation and amortization (EBITDA)
Finance costs
4 (xxvi)
Profit before tax, depreciation and amortization
Depreciation and amortization expense
4 (xxvii)
Profit before tax
Tax expenses:
Current tax (including MAT payable) (including earlier years tax of
` 258.13 lacs (Previous year Nil))
Less: MAT Credit Entitlement
Deferred tax charge/ (credit)
Total tax expenses
Profit after tax and before minority interest and share in profits of
associate companies
Share in current year profits of associate companies
Profit after tax and before minority interest
Profits/(losses) attributable to minority interest
Profit for the year from continuing operations (A)
Discontinuing Operations
Profit before tax from discontinuing operations
Tax expense of discontinuing operations
Profit after tax and before minority interest from discontinuing operations
Profits attributable to minority interest
Profit for the year from discontinuing operations (B)
Profit for the year (A+B)
4 (xxix)
Earnings Per Share [Nominal value of shares ` 10/- each (Previous
year ` 10/- each)]
Basic and diluted on Continuing operations
Basic and diluted on total profit for the year
Summary of significant accounting policies
2
The accompanying notes are an integral part of the financial statements
424,316.60
15,201.43
99,588.79
539,106.82
261,767.19
17,554.08
631.74
279,953.01
93,598.75
64,827.97
(1,145.91)
107,470.39
189,679.59
3,129.38
392,732.20
146,374.62
48,638.66
97,735.96
27,860.79
69,875.17
(965.01)
55,101.89
109,099.44
228,064.29
51,888.72
25,123.11
26,765.61
17,452.64
9,312.97
17,646.62
7,950.23
(6,855.65)
7,948.09
18,739.06
51,136.11
(4,035.06)
(252.26)
3,662.91
5,650.06
823.74
51,959.85
2,890.70
49,069.15
132.74
5,782.80
(559.40)
6,342.20
9,693.31
4,392.53
5,300.78
4,376.33
924.45
49,993.60
1,463.06
421.69
1,041.37
161.42
879.95
7,222.15
12.11
12.34
1.57
1.78
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
Consolidated Cash Flow Statement for the year ended March 31, 2013
Fortis Healthcare Limited | 17th Annual Report 2012-13
Particulars
166
A.
B.
C.
67,808.21
5,316.98
73,125.19
10,005.11
1,301.64
11,306.75
25,359.03
3,864.02
2,501.76
5,334.00
335.38
(1,416.50)
3,065.84
66.97
167.28
928.46
10.92
9,374.71
3,469.57
(1,180.18)
20.31
(10,702.64)
46,157.22
7,267.03
(823.74)
166,924.63
17,452.64
769.25
364.47
(220.02)
1,771.44
112.76
20.60
563.56
72.37
879.85
(2,606.09)
(229.02)
15.42
(9,513.39)
25,708.11
(397.98)
(132.74)
45,937.98
(16,972.56)
(1,378.91)
(3,333.30)
(808.44)
44,891.46
189,322.88
(24,963.57)
164,359.31
(2,519.94)
(968.73)
(15,918.46)
(1,372.61)
15,342.31
40,500.55
(10,730.30)
29,770.25
(40,029.89)
247.66
(4,189.13)
1,255.42
1,248.13
145.00
(53,568.52)
(16,136.24)
10,745.58
(100,281.99)
(56,978.58)
3,013.91
(809.64)
82.90
69,789.04
(119,878.13)
5,829.09
7,987.55
(90,963.86)
20.00
67,000.00
30,000.00
(42,556.02)
286,259.82
(42,966.52)
(239,892.34)
(9,746.35)
(55,525.38)
(7,406.79)
56,670.53
40,500.41
426.08
(48,286.52)
47.42
30,000.00
43,175.74
(18,788.88)
39,790.97
(4,789.53)
(20,312.84)
69,122.88
7,929.26
16,062.69
1,632.50
18,140.96
48,458.34
40,500.41
788.76
528.59
45,380.19
4,472.16
51,169.70
2,711.36
48,458.34
451.45
195.67
38,943.64
3.90
1,863.25
41,457.91
957.50
40,500.41
Adjustments for:
Depreciation and amortization expense on continuing operation
Depreciation and amortization expense on discontinuing operation
Impairment on intangible assets on continuing operation
Impairment on intangible assets on discontinuing operation
Loss on sale of fixed assets
Profit on redemption of mutual funds
Provision for doubtful receivables
Provision for doubtful advances
Provision for contingencies
Bad debts and sundry balances written off
Arrangement fees written off
Finance charges
Foreign exchange fluctuation (gain)/ loss
Unclaimed balances and excess provisions written back
Wealth tax
Interest income
Interest expense
Profits/ (losses) transferred to Minority Interest
Share in profits of associate companies
Operating profit before working capital changes
Movements in working capital :
Increase in trade receivables
Increase in inventories
Increase in loans and advances
Increase in other assets
Increase in trade payables, other liabilities and provisions
Cash generated from/ (used in) operations
Direct taxes paid (net of refunds)
Net cash flow from operating activities (A)
Cash flows from investing activities
Purchase of fixed assets
Proceeds from sale of fixed assets
Investment in bank deposits
Redemption/ maturity of bank deposits
Loans to body corporates and others (net)
Loan to subsidiaries (net)
Purchase of investments in subsidiaries and associates
(Purchase)/ proceeds of investments in mutual funds
Interest received
Net cash flow used in investing activities (B)
Cash flows from financing activities
Proceeds from issuance of equity share capital including premium (net of issue expenses)
Proceeds from issuance of Compulsorily convertible preference shares
Proceeds from issuance of non convertible debentures
Redemption of non convertible debentures including premium
Proceeds from long-term borrowings
Repayments of long term borrowings
Proceeds/ (repayments) of short-term borrowings (net)
Loan arrangement fees paid
Interest paid
Net cash flow from/ (used in) financing activities (C)
Net increase in cash and cash equivalents (A + B + C)
Add: Cash and cash equivalents at the beginning of the year
Less: Effect of cash difference on and cash equivalent held in foreign currency
Add: Cash and cash equivalents in respect of subsidiaries acquired/ (disposed off) during the year
(refer note 24)
Cash and cash equivalents at the end of the year
Components of cash and cash equivalents:
Cash in hand
Cheques in hand
Balances with banks on current and cash credit accounts
Balances with banks on special disbursement account
Balances with banks on deposit accounts
Less: Deposits not considered as cash equivalents
Total cash and cash equivalents
Summary of significant accounting policies
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
Notes to Consolidate financial statements for the year ended March 31, 2013
1. NATURE OF OPERATIONS
Fortis Healthcare Limited (the Company or FHL) was incorporated in the year 1996 and commenced
its hospital operations in year 2001 with its flagship Multi-Specialty Hospital at Mohali and has thereafter
set up/ acquired/ taken over the management of other hospitals in different parts of the country and
overseas. As part of its business activities, the Company holds interests in its subsidiaries, joint ventures
and associate companies through which it manages and operates a network of multi-specialty hospitals. The
Companys equity shares are listed on both Bombay Stock Exchange and National Stock Exchange. The
Companys Foreign Currency Convertible Bonds are listed on the Euro MTF market of the Luxembourg
Stock Exchange.
The Consolidated Financial Statements (CFS) have been prepared in accordance with generally
accepted accounting principles in India (Indian GAAP) and to comply in all material respects with the
Notified Accounting Standards by Companies (Accounting Standards) Rules, 2006 (as amended) and
the relevant provisions of the Companies Act, 1956. The CFS has been prepared on an accrual basis
and under the historical cost convention, except in case of certain fixed assets of certain subsidiaries,
for which revaluation was carried out in earlier years.
The accounting policies have been consistently applied by the Fortis Group (as defined under
Composition of the Group in note 3 below) and are consistent with those used in the previous year.
The CFS relates to FHL and its subsidiaries, joint ventures and associates (Fortis Groupor Group). In
the preparation of the CFS, investments in subsidiaries, associates and joint ventures are accounted for
in accordance with the requirements of AS 21 (Consolidated Financial Statements), AS 23 (Accounting
for Investments in Associates) and AS 27 (Accounting for Interest in Joint Ventures) notified pursuant to
the Companies (Accounting Standards) Rules, 2006 (as amended). The CFS is prepared on the following
basis:
(i) Subsidiary companies are consolidated on a line-by-line basis by adding together the book values
of the like items of assets, liabilities, income and expenses, after eliminating all significant intragroup balances and intra-group transactions and also unrealized profits or losses. The results of
operations of a subsidiary are included in the consolidated financial statements from the date on
which the parent subsidiary relationship comes into existence.
(ii) The difference between the cost to the Company of its investment in the subsidiary and its
proportionate share in the equity of the subsidiary as at the date of acquisition of stake is
recognized as goodwill or capital reserve, as the case may be. Goodwill is tested for impairment at
the end of each accounting year. For impairment, the carrying value of goodwill is compared with
the present value of discounted cash flows of the respective subsidiaries and loss, if any, is adjusted
to the carrying value of the goodwill.
(iii) Minorities interest in net profits/losses of the subsidiaries for the year is identified and included
in the income in order to arrive at the net income attributable to the shareholders of the Company.
Their share of net assets is identified and presented in the consolidated balance sheet separately.
Where accumulated losses attributable to the minorities are in excess of their equity, in the absence
of the contractual obligation on the minorities, the same are accounted for by FHL, being the
holding company.
Notes to Consolidate financial statements for the year ended March 31, 2013
168
(iv) Investments in associates are accounted for using the equity method. The difference between the
cost of investment in associate and the proportionate share in equity of the associate as at the
date of acquisition of stake is identified as goodwill or capital reserve, as the case may be and
included in the carrying value of the investment in the associate. The carrying amount of the
investment is adjusted thereafter for the post acquisition change in the share of net assets of
the associate. However, the share of losses is accounted for only to the extent of the cost of
investment. Subsequent profits of such associates are not accounted for unless the accumulated
losses (not accounted for by FHL) are recouped.
(v) The Company reports its interest in a jointly controlled entity using proportionate consolidation
method wherein the assets, liabilities, income and expenses of the jointly controlled entity are
proportionately consolidated.
(vi) As far as possible, the CFS are prepared using uniform accounting policies for like transactions
and other events in similar circumstances and are presented, to the extent possible, in the same
manner as the Companys separate financial statements, Where it is not practicable to use uniform
accounting policies, differences in accounting policies are disclosed separately in accordance with
AS 21 (Consolidated Financial Statements).
(vii) The financial statements of the group entities used for the purpose of consolidation are drawn up
to the same reporting date as that of the Company i.e. year ended March 31, 2013.
The preparation of financial statements in conformity with Indian GAAP requires the management to
make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses,
assets and liabilities and the disclosure of contingent liabilities, at the end of the reporting period.
Although these estimates are based on the managements best knowledge of current events and actions,
uncertainty about these assumptions and estimates could result in the outcomes requiring a material
adjustment to the carrying amounts of assets or liabilities in future periods.
Fixed assets are stated at cost (or fair value in case of acquisition under slump sale or revalued amounts,
as the case may be) less accumulated depreciation and impairment loss, if any. The cost comprises
purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of
bringing the asset to its working condition for the intended use.
Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases
the future benefits from the existing asset beyond its previously assessed standard of performance. All
other expenses on existing fixed assets, including day-to-day repair and maintenance expenditure and
cost of replacing parts, are charged to the statement of profit and loss for the period during which such
expenses are incurred.
Gains or losses arising from derecognition of fixed assets are measured as the difference between the
net disposal proceeds and the carrying amount of the asset and are recognized in the statement of
profit and loss when the asset is derecognized.
(i) Except as stated in para (ii), (iii) and (iv) below, depreciation on all fixed assets within the Fortis
Group is provided for using the Straight Line method at higher of the rates arrived at as per the
useful lives of the assets as estimated by the management or where applicable, those prescribed
Notes to Consolidate financial statements for the year ended March 31, 2013
under Schedule XIV of the Companies Act, 1956. The Company has used the following rates to
provide the depreciation on its fixed assets:S. No.
1
2
3
4
5
6
7
Assets
Building
Plant & Machinery
Medical equipments
Furniture & Fittings
Computers
Office equipments
Vehicles
Rate SLM
2% to 20%
4.75% to 12.38%
7.07% to 87.15%
6.33% to 25%
10% to 100%
4.75% to 25%
9.50% to 54.15%
(ii) Depreciation on Leasehold Improvements is provided over the period of lease or over the useful
lives of the respective fixed assets, whichever is shorter.
(iii) Leasehold land is amortized over the period of lease except in respect of one subsidiary (Previous
year two subsidiaries) where the same is available on perpetual lease basis [(100.00% (previous
year 34.77%) of net block of leasehold land of the Fortis Group aggregating to ` 398.22 lacs
(previous year ` 21,020.59 lacs) as at March 31, 2013].
(iv) In respect of certain subsidiaries, depreciation is being provided for using the Written Down
Value method at higher of the rates arrived at as per the useful lives of the assets as estimated by
the management and those prescribed under Schedule XIV of the Companies Act, 1956 [3.99%
(previous year 7.94%) of the total net block of fixed assets (excluding leasehold and freehold land)
of the Group aggregating to ` 208,856.40 lacs (previous year ` 185,703.31 lacs) as at March 31,
2013]. The rates used at written down value method is as follows:S. No.
1
2
3
4
5
6
7
Assets
Building
Plant & Machinery
Medical equipments
Furniture & Fittings
Computers
Office equipments
Vehicles
Rate WDV
10%
13.91%
25.88%
25.88%
40%
13.91%
25.89%
(v) Individual assets with cost not exceeding ` 5,000 are depreciated fully in the year of purchase in
accordance with Companies Act, 1956, in entities registered in India.
(vi) In respect of the revalued assets, the difference between the depreciation calculated on the revalued
amount and that calculated on the original cost is recouped from the revaluation reserve account.
Notes to Consolidate financial statements for the year ended March 31, 2013
170
All direct capital expenditures on expansion are capitalized. All indirect expenses are usually excluded
from the cost of fixed assets because they do not relate to a specific fixed asset. However, where such
expenses are specifically attributable to construction of a project or bringing it to its working condition,
are included as part of the cost of the construction project or as a part of the cost of the fixed asset.
Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the
arrangement of borrowings and exchange differences arising from foreign currency borrowings to the
extent they are regarded as an adjustment to the interest cost.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that
necessarily takes substantial period of time to get ready for its intended use or sale are capitalized
as part of the cost of the respective asset. All other borrowing costs are expensed in the period they
occur.
Intangible assets acquired separately are measured on initial recognition at cost. Following initial
recognition, intangible assets are carried at cost less accumulated amortization and accumulated
impairment losses, if any. Internally generated intangible assets, excluding capitalized development
costs which meet capitalization criteria, are not capitalized and expenditure is reflected in the statement
of profit and loss in the year in which the expenditure is incurred.
Intangible assets are amortized on a straight line basis over the estimated useful economic life. Intangible
assets are tested for impairment annually either individually or at the cash generating unit level.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between
the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of
profit and loss when the asset is derecognized.
Technical know-how fees are amortized over a period of 3 5 years from the date of commencement
of commercial operation by the respective entity.
Software
License fee
License fee capitalized as an intangible asset is amortized over a period of 10 years, being the management
estimate of the useful life of the asset.
Right of use of land capitalized as an intangible assest and is not amortized, considering the right is
available on perpetual basis.
Non-Compete fee
Non-compete fee which is valued based on the incremental cash flows attributable to the non-compete
covenant entered during the acquisition of business by a subsidiary is capitalized and amortized over
an estimated useful life of 3 years over which the benefits are likely to accrue, on a straight line basis.
Notes to Consolidate financial statements for the year ended March 31, 2013
Research costs are expensed as incurred. Development expenditure incurred on an individual project is
recognized as an intangible asset when the Company can demonstrate all the following:
The technical feasibility of completing the intangible asset so that it will be available for use or
sale.
The availability of adequate resources to complete the development and to use or sell the asset.
The ability to measure reliably the expenditure attributable to the intangible asset during
development.
Expenditure on development activities, whereby research findings are applied to a plan or design for
the new or substantially improved tests, is capitalized, if the cost can be reliably measured, the test
is technically and commercially feasible and the Company has sufficient resources to complete the
development and to use and sell the asset. The expenditure capitalized includes the cost of materials,
direct labour and an appropriate proportion of overheads including rent that are directly attributable to
preparing the asset for its intended use. Other development expenditure is recognized in the statement
of profit and loss as an expense as incurred. During the period of development, the asset is tested for
impairment annually.
Capitalized development expenditure is stated at cost less accumulated amortization and impairment
losses. Fixed assets used for research and development are depreciated in accordance with the Companys
policy as stated below. Materials identified for use in research and development process are carried as
inventories and charged to statement of profit and loss on issuance of such materials for research and
development activities.
Fixed assets used for research and development are amortized over a period of five years being the
useful life, as estimated by the management.
Trademarks
Trademarks acquired separately are measured on initial recognition at cost. The cost of trademarks
acquired in the nature of purchase is at fair value as on the date of acquisition. Following initial
recognition, trademarks are carried at cost less accumulated amortization and impairment losses, if
any. They are amortized on the straight line basis over the estimated useful economic life.
Goodwill on acquisition
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less
any accumulated impairment losses.
The cash-generating unit to which goodwill has been allocated is tested for impairment annually
and whenever there is an indication that the cash-generating unit may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of each cash-generating unit (or group
of cash-generating units) to which the goodwill relates. Where the recoverable amount of the cashgenerating unit is less than the carrying amount, an impairment loss is recognized in profit or loss.
Notes to Consolidate financial statements for the year ended March 31, 2013
a.
b. After impairment, depreciation is provided on the revised carrying amount of the asset over
its remaining useful life.
c.
172
The carrying amounts of assets are reviewed at each balance sheet date or if there is any
indication of impairment based on internal/ external factors. An impairment loss is recognized
wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable
amount is the greater of the assets net selling price and value in use. In assessing value in
use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessment of the time value of money and risk
specific to asset. This rate is estimated from the rate implicit in current market transactions
for similar assets or from the weighted average cost of capital of the Company. Impairment
loss is recognised in statement of profit and loss.
An assessment is made at each reporting date as to whether there is any indication that
previously recognized impairment losses may no longer exist or may have decreased. If such
indication exists, the company estimates the assets or cash-generating units recoverable
amount. A previously recognized impairment loss is reversed only if there has been a change
in the assumptions used to determine the assets recoverable amount since the last impairment
loss was recognized. The reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying amount that would have been
determined, net of depreciation, had no impairment loss been recognized for the asset in prior
years. Such reversal is recognized in the statement of profit and loss unless the asset is carried
at a revalued amount, in which case the reversal is treated as a revaluation increase.
(j) Leases
a) Finance leases, which effectively transfer to a Group entity substantially all the risks and benefits
incidental to ownership of the leased item, are capitalized at the lower of the fair value and present
value of the minimum lease payments at the inception of the lease term and disclosed as leased
assets. Lease payments are apportioned between the finance charges and reduction of the lease
liability based on the implicit rate of return. Finance charges are recognized as finance costs in the
statement of profit and loss. Lease management fees, legal charges and other initial direct costs
are capitalized. If there is no reasonable certainty that the Group entity will obtain the ownership
by the end of the lease term, capitalized leased assets are depreciated over the shorter of the
estimated useful life of the asset or the lease term.
b) Leases where the lessor effectively retains substantially all the risks and benefits of ownership of
the leased item are classified as operating leases. Operating lease payments are recognized as an
expense in the statement of profit and loss on a straight-line basis over the lease term.
a) Leases in which the company transfers substantially all the risks and benefits of ownership of the
asset are classified as finance leases. Assets given under finance lease are recognized as a receivable
at an amount equal to the net investment in the lease. After initial recognition, the company
apportions lease rentals between the principal repayment and interest income so as to achieve a
constant periodic rate of return on the net investment outstanding in respect of the finance lease.
The interest income is recognized in the statement of profit and loss. Initial direct costs such as
legal costs, brokerage costs, etc. are recognized immediately in the statement of profit and loss.
Notes to Consolidate financial statements for the year ended March 31, 2013
b) Assets subject to operating leases are included in fixed assets. Lease income is recognized in
the statement of profit and loss on a straight line basis over the lease term. Costs, including
depreciation, are recognized as expense in the statement of profit and loss.
(k) Investments
Investments that are readily realizable and intended to be held for not more than a year are classified as
current investments. All other investments are classified as long-term investments. Current investments
are carried at lower of cost and fair value determined on an individual investment basis. Long-term
investments are carried at cost. However, provision for diminution in value is made to recognize a
decline other than temporary in the value of such long term investments.
On disposal of an investment, the difference between its carrying amount and net disposal proceeds is
charged or credited to the statement of profit and loss.
(l) Inventories
Inventory of medical consumables, drugs and stores and spares are valued at lower of cost and net
realizable value. Cost is determined on Weighted Average basis, except for five of the subsidiaries
where it is determined on First-in First-out basis [27.40% (previous year 12.40%) of total inventories
of Fortis Group aggregating ` 9,250.26 lacs (previous year ` 7,991.57 lacs) as at March 31, 2013]. Net
realizable value is the estimated selling price in the ordinary course of business, less estimated costs of
completion and costs incurred to make the sale.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Company and the revenue can be reliably measured. The following specific recognition criteria must
also be met before revenue is recognized:
Operating income including inpatient and outpatient services, laboratory/ clinical services, income from
medical services, management fees from hospitals, management fees from laboratories and income from
satellite centers are recognized as and when the services are rendered. Management fee from hospitals
and income from medical services is recognized as per the contractual terms with respective hospitals.
Revenue is recognized as and when the services are rendered at the centre.
Revenue is recognized in accordance with the terms of lease agreements entered into with the respective
lessees on a straight line basis.
Revenue is recognized on pro-rata basis on completion of such services over the duration of the
program.
Revenue is recognized as and when the services are rendered in accordance with the terms of the
respective agreements.
Notes to Consolidate financial statements for the year ended March 31, 2013
174
The Group has certain medical, dental and other service contracts, in which the Group agrees to provide
specific services over the terms of the contracts for a fixed-fee in which the level of services depends
on uncertain future events (the Fixed-fee Contracts). Fees received or receivable under the Fixedfee Contracts are recognized on a time proportion basis over the terms of the Fixed-fee Contracts.
Expenses incurred in connection with the Fixed-fee Contracts are charged to the profit or loss as
incurred. Deficiency in the contract liabilities is immediately charged to the profit or loss by establishing
a provision for losses.
Revenue from sale of goods is recognized when all significant risks and rewards of ownership of goods
have been passed to the buyer, usually on delivery of the goods.
Revenue from sale of scrap and plasma is recognized when all significant risks and rewards of ownership
of goods have been passed to the buyer, usually on delivery of the goods.
Export benefits
Income from Served from India Scheme is recognized on accrual basis as and when eligible services are
performed and convertible foreign exchange is received.
Revenue is recognized as and when services are rendered in accordance with the terms of the
agreement.
Deferred revenue
Deferred revenue represents service fees received in advance of the performance of the relevant
services. Deferred revenue is released to and recognized in the statement of profit and loss when
the corresponding services are rendered or on a time proportion basis over the terms of the service
contracts.
Interest
Interest income is recognized on a time proportion basis taking into account the amount outstanding
and the applicable interest rate. Interest income is included under the head other income in the
statement of profit and loss.
Dividends
Dividend is recognized if the right to dividend is established by the balance sheet date.
Costs incurred in raising funds is amortized on straight line basis over the period for which the funds
are obtained.
Foreign currency transactions are recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at
the date of the transaction.
Notes to Consolidate financial statements for the year ended March 31, 2013
(ii) Conversion
Foreign currency monetary items are retranslated using the exchange rate prevailing at the
reporting date. Non-monetary items, which are measured in terms of historical cost denominated
in a foreign currency, are reported using the exchange rate at the date of the transaction. Nonmonetary items, which are measured at fair value or other similar valuation denominated in a foreign
currency, are translated using the exchange rate at the date when such value was determined.
From accounting periods commencing on or after December 7, 2006, the Group accounts for
exchange differences arising on translation/ settlement of foreign currency monetary items as
below:
1. Exchange differences arising on a monetary item that, in substance, forms part of the Groups
net investment in a non-integral foreign operation is accumulated in the foreign currency
translation reserve until the disposal of the net investment. On the disposal of such net
investment, the cumulative amount of the exchange differences which have been deferred and
which relate to that investment is recognized as income or as expenses in the same period in
which the gain or loss on disposal is recognized.
3. Exchange differences arising on other long-term foreign currency monetary items are
accumulated in the Foreign Currency Monetary Item Translation Difference Account and
amortized over the remaining life of the concerned monetary item.
4. All other exchange differences are recognized as income or as expenses in the period in which
they arise.
For the purpose of 2 and 3 above, the company treats a foreign monetary item as long-term foreign
currency monetary item, if it has a term of 12 months or more at the date of its origination. In
accordance with MCA circular dated 09 August 2012, exchange differences for this purpose, are
total differences arising on long-term foreign currency monetary items for the period. In other
words, the company does not differentiate between exchange differences arising from foreign
currency borrowings to the extent they are regarded as an adjustment to the interest cost and
other exchange difference.
(iv) Forward exchange contracts entered into to hedge foreign currency risk of an existing
asset/ liability
The premium or discount arising at the inception of forward exchange contract is amortized
and recognized as an expense/ income over the life of the contract. Exchange differences on
such contracts, except the contracts which are long-term foreign currency monetary items, are
recognized in the statement of profit and loss in the period in which the exchange rates change.
Any profit or loss arising on cancellation or renewal of such forward exchange contract is also
recognized as income or as expense for the period. Any gain/ loss arising on forward contracts
which are long-term foreign currency monetary items is recognized in accordance with paragraph
(iii)(2) and (iii)(3) above.
Notes to Consolidate financial statements for the year ended March 31, 2013
176
The company classifies all its foreign operations as either integral foreign operations or nonintegral foreign operations.
The financial statements of an integral foreign operation are translated as if the transactions of
the foreign operation have been those of the company itself.
The assets and liabilities of a non-integral foreign operation are translated into the reporting
currency at the exchange rate prevailing at the reporting date. Their statement of profit and loss
are translated at exchange rates prevailing at the dates of transactions or weighted average weekly
rates, where such rates approximate the exchange rate at the date of transaction. The exchange
differences arising on translation are accumulated in the foreign currency translation reserve. On
disposal of a non-integral foreign operation, the accumulated foreign currency translation reserve
relating to that foreign operation is recognized in the statement of profit and loss.
When there is a change in the classification of a foreign operation, the translation procedures
applicable to the revised classification are applied from the date of the change in the classification.
The entities comprised within the Fortis Group make contributions to statutory provident
fund in accordance with Employees Provident Fund and Miscellaneous Provisions Act, 1952.
Provident Fund is a defined contribution scheme and the contributions are charged to the
statement of profit and loss of the year when the contributions to the respective fund is due.
The provident fund contribution of certain employees of the group is being deposited with
Fortis Healthcare Limited Provident Fund Trust and Escorts Heart Institute and Research
Centre Limited Provident Fund Trust; such contribution to the trust additionally requires
the Company to guarantee payment of interest at rates notified by the Central Government
from time to time, for which shortfall, if any has to be provided for as at the balance sheet date.
There are no other obligations other than the contribution payable to the fund.
(ii) Gratuity
Gratuity liability is defined benefit obligation and is provided for on the basis of an actuarial
valuation made at the end of the year using the projected unit credit method.
Two of the subsidiaries of the Company have taken insurance policy under the Group Gratuity
scheme with the Life Insurance Corporation of India (LIC) to cover the gratuity liability of
the employees and the amount paid/ payable in respect of present value of liability of past
services is charged to the statement of profit and loss every year. The difference between the
amount paid/payable to LIC and the actuarial valuation made at the end of each financial year
is charged to the statement of profit and loss.
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as
short-term employee benefit. The company measures the expected cost of such absences as
the additional amount that it expects to pay as a result of the unused entitlement that has
accumulated at the reporting date.
Notes to Consolidate financial statements for the year ended March 31, 2013
The company treats accumulated leave expected to be carried forward beyond twelve months,
as long-term employee benefit for measurement purposes. Such long-term compensated
absences are provided for based on the actuarial valuation using the projected unit credit
method at the year-end. The company presents the leave as a current liability in the balance
sheet; to the extent it does not have an unconditional right to defer its settlement for 12 months
after the reporting date. Where company has the unconditional legal and/or contractual right
to defer the settlement for a period beyond 12 months, the same is presented as non-current
liability.
Actuarial gains/losses are recognized in the statement of profit and loss as they occur.
The Group participates in the national pension schemes as defined by the laws of the countries
in which it has operations.
A defined contribution plan is a plan under which the Group pays fixed contributions into an
independent fund administered by the local authority. The Group has no legal or constructive
obligations to pay further contributions after its payment of the fixed contribution. The
contributions recognized in respect of defined contribution plans are expensed in the period
that relevant employee services are received.
Short term benefits comprise employee costs such as salaries, bonuses, and paid annual
leave and sick leave are accrued in the year in which the associated services are rendered by
employees of the Group.
The liability in respect of compensated absences becoming due or expected to be availed within
one year from the reporting date are considered as short term benefits and are recognized on
the basis of the estimated value of benefit expected to be availed by the employees.
Tax expense comprises current and deferred tax. Current income-tax is measured at the amount
expected to be paid to the tax authorities in accordance with the Income-Tax Act, 1961 enacted in
India and tax laws prevailing in the respective tax jurisdictions where the company operates. The tax
rates and tax laws used to compute the amount are those that are enacted or substantively enacted, at
the reporting date. Current income tax relating to items recognized directly in equity is recognized in
equity and not in the statement of profit and loss.
Deferred income taxes reflect the impact of timing differences between taxable income and accounting
income originating during the current year and reversal of timing differences for the earlier years.
Deferred tax is measured using the tax rates and the tax laws enacted or substantively enacted at the
reporting date. Deferred income tax relating to items recognized directly in equity is recognized in
equity and not in the statement of profit and loss.
Deferred tax liabilities are recognized for all taxable timing differences. Deferred tax assets are
recognized for deductible timing differences only to the extent that there is reasonable certainty that
sufficient future taxable income will be available against which such deferred tax assets can be realized.
In situations where the company has unabsorbed depreciation or carry forward tax losses, all deferred
tax assets are recognized only if there is virtual certainty supported by convincing evidence that they
can be realized against future taxable profits.
Notes to Consolidate financial statements for the year ended March 31, 2013
At each reporting date, the company re-assesses unrecognized deferred tax assets. It recognizes
unrecognized deferred tax asset to the extent that it has become reasonably certain or virtually certain,
as the case may be, that sufficient future taxable income will be available against which such deferred
tax assets can be realized.
The carrying amount of deferred tax assets are reviewed at each reporting date. The company writesdown the carrying amount of deferred tax asset to the extent that it is no longer reasonably certain
or virtually certain, as the case may be, that sufficient future taxable income will be available against
which deferred tax asset can be realized. Any such write-down is reversed to the extent that it becomes
reasonably certain or virtually certain, as the case may be, that sufficient future taxable income will be
available
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set-off
current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to
the same taxable entity and the same taxation authority.
Minimum alternate tax (MAT) paid in a year is charged to the statement of profit and loss as current
tax. The company recognizes MAT credit available as an asset only to the extent that there is convincing
evidence that the company will pay normal income tax during the specified period, i.e., the period for
which MAT credit is allowed to be carried forward. In the year in which the company recognizes MAT
credit as an asset in accordance with the Guidance Note on Accounting for Credit Available in respect
of Minimum Alternative Tax under the Income-tax Act, 1961, the said asset is created by way of credit
to the statement of profit and loss and shown as MAT Credit Entitlement. The company reviews
the MAT credit entitlement asset at each reporting date and writes down the asset to the extent the
company does not have convincing evidence that it will pay normal tax during the specified period.
178
Recognition, measurement and disclosure of the employee share-based payment plans is done in
accordance with SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999 and the Guidance Note on Accounting for Employee Share-based Payments, issued
by the ICAI. The Company measures compensation cost relating to employee stock options using the
intrinsic value method. Compensation expense is amortized over the vesting period of the option on a
straight line basis.
Basic earnings per share is calculated by dividing the net consolidated profit for the year attributable
to equity shareholders (after deducting preference dividends and attributable taxes, if any) by the
weighted average number of equity shares outstanding during the year. For the purpose of calculating
diluted earnings per share, net consolidated profit for the year attributable to equity shareholders and
the weighted average number of shares outstanding during the year are adjusted for the effects of all
dilutive potential equity shares.
(t) Provisions
A provision is recognized when an enterprise has a present obligation as a result of past event and it
is probable that an outflow of resources will be required to settle the obligation, in respect of which a
reliable estimate can be made. Provisions are not discounted to their present value and are determined
based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at
each balance sheet date and adjusted to reflect the current best estimates.
Notes to Consolidate financial statements for the year ended March 31, 2013
Cash and cash equivalents comprise cash at bank and in hand and short term investments with an
original maturity of three months or less.
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 recognized 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 recognized because it cannot be measured
reliably. The company does not recognize a contingent liability but discloses its existence in the financial
statements.
In terms of the announcement made by the Institute of Chartered Accountants of India, the accounting
for derivative contracts (other than those covered under AS-11) is done based on the marked to market
principle. If there is a mark to market loss then same is charged to the statement of profit and loss. Net
gains are ignored as a matter of prudence.
Identification of segments
The Groups operating businesses are organized and managed separately according to the nature of
products and services provided, with each segment representing a strategic business unit that offers
different products and serves different markets. The analysis of geographical segments is based on the
areas in which major operating divisions of the company operate.
Inter-segment transfers
The group generally accounts for intersegment sales and transfers at cost plus appropriate margins.
Common allocable costs are allocated to each segment according to the relative contribution of each
segment to the total common costs.
Unallocated items
Unallocated items include general corporate income and expense items which are not allocated to any
business segment.
The group prepares its segment information in conformity with the accounting policies adopted for
preparing and presenting the financial statements of the company as a whole.
As permitted by the guidance note on the Revised Schedule VI to the Companies Act, 1956, the Group
has elected to present earnings before interest, tax, depreciation and amortization (EBITDA) as a
separate line item on the face of the statement of profit and loss. The Group measures EBITDA on the
basis of profit/ (loss) from continuing operations. In its measurement, the Company includes interest
income included under other income, but does not include depreciation and amortization expense,
finance costs and tax expense.
Notes to Consolidate financial statements for the year ended March 31, 2013
180
3.
The list of Subsidiaries, Associates and Joint Ventures considered in the preparation of the consolidated
financial statements are as follows:Name of the Group Company
a) Subsidiaries
Hiranandani Healthcare Private Limited (HHPL)
Fortis Hospotel Limited (FHTL) (Refer note a
below)
Fortis Health Management (West) Limited
(FHM(W)L)
Fortis Health Management (East) Limited
(FHM(E)L)
Fortis Health Management (South) Limited
(FHM(S)L)
Fortis Health Management (North) Limited
(FHM(N)L)
Fortis Healthcare International Limited (FHIL)
Escorts Heart Institute and Research Centre
Limited (EHIRCL)
Lalitha Healthcare Private Limited (LHPL)
Fortis Malar Hospitals Limited (FMHL)
Fortis Hospitals Limited (FHsL)
Fortis Global Healthcare (Mauritius) Limited
(FGHL)
Malar Stars Medicare Limited (MSML)
Fortis Asia Healthcare Pte. Limited (FAHPL)
Fortis C-Doc Healthcare Limited (C-Doc)
Fortis Health Staff Limited (FHSL)
SRL Limited (formerly Super Religare
Laboratories Limited)
SRL Diagnostics Private Limited (formerly
Super Religare Laboratories Diagnostics Private
Limited)
Fortis Healthcare International Pte Limited
(FHIPL)
Fortis Healthcare Australia Pty Ltd
Dental Corporation Holdings Limited
Country of
Proportion
Incorporation of ownership
interest as
at March 31,
2013
Proportion
of ownership
interest as
at March 31,
2012
India
India
85.00%
64.72%
85.00%
100.00%
India
100.00%
100.00%
India
100.00%
100.00%
India
100.00%
100.00%
India
100.00%
100.00%
Mauritius
India
100.00%
100.00%
100.00%
100.00%
India
India
India
Mauritius
67.23%
63.20%
100.00%
100.00%
67.23%
63.20%
100.00%
100.00%
India
Singapore
India
India
India
63.20%
100.00%
60.00%
29.00%
71.49%
63.20%
100.00%
60.00%
29.00%
71.49%
India
71.49%
71.49%
Singapore
100.00%
100.00%
Australia
Australia
100.00%
63.51%
100.00%
64.13%
Notes to Consolidate financial statements for the year ended March 31, 2013
Name of the Group Company
Country of
Proportion
Proportion
Incorporation of ownership of ownership
interest as
interest as
at March 31, at March 31,
2013
2012
Australia
63.51%
64.13%
Australia
64.13%
Australia
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
New Zealand
63.51%
64.13%
Australia
64.13%
Australia
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
Australia
63.51%
64.13%
Singapore
100.00%
100.00%
Singapore
100.00%
85.00%
Singapore
85.00%
72.25%
Singapore
70.00%
59.50%
Singapore
70.00%
59.50%
Singapore
100.00%
85.00%
Singapore
100.00%
85.00%
Singapore
Singapore
100.00%
100.00%
85.00%
85.00%
Singapore
100.00%
85.00%
Singapore
100.00%
85.00%
Notes to Consolidate financial statements for the year ended March 31, 2013
182
Country of
Proportion
Proportion
Incorporation of ownership of ownership
interest as
interest as
at March 31, at March 31,
2013
2012
Singapore
100.00%
85.00%
Singapore
100.00%
85.00%
Singapore
100.00%
85.00%
Singapore
100.00%
85.00%
British Virgin
Islands
British Virgin
Islands
Hong Kong
British Virgin
Islands
Hong Kong
Hong Kong
Macau
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Hong Kong
Singapore
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
85.00%
Hong Kong
British Virgin
Islands
British Virgin
Islands
Hong Kong
Hong Kong
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
Notes to Consolidate financial statements for the year ended March 31, 2013
Name of the Group Company
Jadeast Limited
Jadefairs International Limited
Jadway International Limited
Megafaith International Limited
Jadison Investment Limited
Berkshire Group Limited
Central Medical Diagnostic Centre Limited
Central MRI Centre Limited
Central Medical Laboratory Limited
Central PET/CT Scan Limited
Portex Limited
Quality HealthCare Services Limited
Quality HealthCare Psychological Services
Limited
Quality EAP (Macau) Limited
Quality HealthCare Dental Services Ltd
Quality HealthCare Physiotherapy Services
Limited
Quality HealthCare Nursing Agency Limited
Dynamic People Group Limited
Country of
Proportion
Proportion
Incorporation of ownership of ownership
interest as
interest as
at March 31, at March 31,
2013
2012
Hong Kong
100.00%
100.00%
Hong Kong
100.00%
100.00%
Hong Kong
100.00%
100.00%
Hong Kong
100.00%
100.00%
Hong Kong
100.00%
100.00%
British Virgin
100.00%
100.00%
Islands
Hong Kong
70.00%
70.00%
Hong Kong
70.00%
70.00%
Hong Kong
70.00%
70.00%
Hong Kong
70.00%
70.00%
Hong Kong
100.00%
100.00%
British Virgin
100.00%
100.00%
Islands
Hong Kong
100.00%
100.00%
Macau
Hong Kong
Hong Kong
Hong Kong
British Virgin
Islands
Mena Healthcare Investment Company Limited
British Virgin
Islands
Super Religare Laboratories International FZ LLC
UAE
Medical Management Company Limited
British Virgin
Islands
Swindon Limited
British Virgin
Islands
VOF PE Holding2 Limited
Cayman Island
Fortis Hoan Medical My Corporation
Vietnam
Fortis Hoan My Saigon General Hospital Joint
Vietnam
Stock Company
Hoan My Clini Company Limited
Vietnam
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
82.54%
82.54%
100.00%
82.54%
100.00%
82.54%
78.13%
78.13%
78.13%
61.21%
61.20%
78.13%
61.21%
61.21%
51.11%
51.41%
Notes to Consolidate financial statements for the year ended March 31, 2013
184
Country of
Proportion
Proportion
Incorporation of ownership of ownership
interest as
interest as
at March 31, at March 31,
2013
2012
Vietnam
57.33%
61.21%
Vietnam
40.06%
39.79%
Vietnam
54.72%
54.48%
Vietnam
53.48%
53.25%
Canada
22.03%
18.60%
India
Mauritius
Mauritius
India
Sri Lanka
Singapore
Vietnam
Vietnam
Vietnam
India
31.26%
28.89%
49.00%
49.00%
28.60%
25.50%
18.36%
18.36%
18.36%
28.00%
31.26%
28.89%
49.00%
49.00%
28.60%
25.50%
18.36%
18.36%
18.36%
100.00%
India
28.00%
100.00%
India
28.00%
100.00%
India
28.00%
100.00%
India
28.00%
100.00%
Singapore
28.00%
100.00%
India
28.00%
100.00%
Singapore
India
28.00%
28.00%
100.00%
100.00%
Notes to Consolidate financial statements for the year ended March 31, 2013
Name of the Group Company
Country of
Proportion
Incorporation of ownership
interest as
at March 31,
2013
c) Joint Ventures
Fortis Cauvery
DDRC SRL Diagnostics Services Private Limited
(DDRC)
Super Religare Reference Laboratories (Nepal)
Private Limited (SRRLPL)
Proportion
of ownership
interest as
at March 31,
2012
India
India
51.00%
50.00%
51.00%
50.00%
Nepal
50.00%
50.00%
Notes:a) As per Shareholders Agreement (SHA) signed between FHML, the Company and FHTL, the Company
has agreed to divest its stake of 51% in FHTL to FHML on receiving of certain regulatory approvals.
However, as per the SHA, there are severe long term restrictions on transfers of funds to the Company
by FHTL; accordingly FHTL is not being consolidated w.e.f. October 19, 2012 by the Company. (Refer
note 24(d)).
b) During the year ended, on listing of Religare Health Trust (RHT) at Singapore Exchange Securities
Trading Limited on October 19, 2012, stake of the Group in RHT along with its subsidiaries has been
diluted to 28%. Till October 18, 2012 these Companies were consolidated as subsidiaries of the group
and post October 18, 2012 entire RHT group has been considered as associate.
c) During the year ended March 31, 2013, stake in some of the subsidiaries of Dental Corporation
Holdings Limited has been diluted to 63.51% from 64.13% on issuance of shares to Doctors.
d) During the year ended March 31, 2013, Dental Corporation Holdings Limited has increased its stake in
Dental Corporation of Canada Holdings Inc. from 18.60% to 22.03%.
e) During the year Fortis Healthcare Singapore Pte Limited, a wholly owned subsidiary of the Group,
acquired balance 15% stake in Radlink on March 1, 2013. Therefore, stake in Radlink Group has been
increased to 100%.
f) During the previous year, Fortis Health Management Limited (FHML) has acquired 100% stake in
Hospitalia Eastern Private Limited (HEPL) on October 1, 2011 resulting in becoming wholly owned
subsidiary of the Group. However, investment in HEPL is temporary in nature; therefore, the same has
not been consolidated in these financial statements.
4 (i) Share capital
60,000.00
60,000.00
200.00
200.00
1,149.88
1,149.88
6,450.12
6,450.12
67,800.00
67,800.00
Notes to Consolidate financial statements for the year ended March 31, 2013
186
40,520.73
40,517.97
160.00
160.00
319.60
319.60
41,000.33
40,997.57
40,520.73
40,517.97
145.00
145.00
287.64
287.64
40,953.37
40,950.61
(a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting year.
Equity Shares
Particulars
405,207,335
405,179,715
40,520.73
40,517.97
Notes to Consolidate financial statements for the year ended March 31, 2013
(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. 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.
During the year ended March 31, 2009, the Company issued 1,450,000 Class C Zero Percent Cumulative
Redeemable Preference Shares of ` 10 each at a premium of ` 90 per share. Preference shares were redeemable
at a premium of ` 117.69 per preference share, on October 18, 2010, however, the date of redemption of
October 18, 2010 has been deferred to October 18, 2013. Both the Company and the subscriber had an
option for early redemption of the Preference Shares. In case the early redemption option would have been
exercised, the amount payable on redemption at the end of year 1 would have been ` 1,638.50 lacs and at end
of year 2 would have been ` 1,851.51 lacs.
During the year ended March 31, 2008, the Company issued 11,500,000 Class C zero percent cumulative
redeemable preference shares of `10 each at a premium of ` 90 per share, out of which 3,196,000 zero percent
cumulative redeemable preference shares are still pending for redemption. These shares were redeemable
at ` 175 per share, including premium, on October 18 of 2008, 2009, 2010, 2011 and 2012 respectively in
installment of ` 1,437.50 lacs each and installment of ` 12,937.50 lacs on October 18, 2013. The Company
had the option to make voluntary premature redemption of the Shares in part or in full in which event the
redemption premium would have been computed @ 12% compounded annually on the subscription amount
from the subscription date till the redemption date. However, the due date of redemption in 2009, 2010, 2011
and 2012 respectively has been postponed to October 18, 2013 and due to this, the Company has agreed to
pay additional redemption premium calculated at 12%, 12.5%, 13% and 13% respectively on the redemption
amounts due in reseptive years. In the event of liquidation of the Company before redemption of preference
shares, the holder of preference shares will have priority over equity shares in the repayment of capital.
(d) Shares held by holding/ ultimate holding company and/ or their subsidiaries
Equity Shares
Name of Shareholder
21.83
21.83
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 10 each
Name of Shareholder
Notes to Consolidate financial statements for the year ended March 31, 2013
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 9 each
Name of Shareholder
Equity Shares
Name of Shareholder
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 10 each
Name of Shareholder
188
Preference Shares- Class C Zero Percent Cumulative Redeemable Preference Shares of ` 9 each
Name of Shareholder
As per records of the Company, including its register of share holders/members and other declarations
received from shareholders regarding beneficial interest, the above shareholding represents both legal and
beneficial ownership of shares.
For details of shares reserved for issue under the employee stock option plan (ESOP) of the Company (refer
note 15).
For details of shares reserved for issue on conversion of bonds, please refer note 18 regarding terms of
conversion/ redemption of bonds.
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
254,783.49
17.24
2,545.82
257,556.76
49.00
2,631.49
775.02
251,479.89
190.78
254,783.49
35,325.53
-
35,197.43
268.45
72.83
140.35
35,252.70
35,325.53
35,252.70
35,252.70
156.00
156.00
156.00
156.00
(4,919.54)
(827.58)
(5,747.12)
(439.52)
(4,480.02)
(4,919.54)
1,630.43
5,081.76
1,630.43
1,630.43
5,081.76
1,630.43
ii
iii
iv
vi
Notes to Consolidate financial statements for the year ended March 31, 2013
190
` in lacs
` in lacs
(1,432.06)
(1,432.06)
(1,432.06)
(1,432.06)
241.43
(334.84)
(93.41)
241.43
241.43
2,113.11
2,113.11
-
(1,106.47)
49,993.60
1,630.43
5,081.76
45,435.80
330,133.56
(6,698.19)
7,222.15
1,630.43
(1,106.47)
284,678.81
185,712.23
33,907.12
28.41
525.05
1,164.97
221,337.78
112,278.73
29,384.95
64.86
1,364.96
2,817.62
145,911.12
Notes to Consolidate financial statements for the year ended March 31, 2013
` in lacs
` in lacs
2,500.00
910.00
54,285.00
202,568.62
83.20
51.16
-
2,500.00
910.00
50,944.90
16,500.00
4,380.64
12,549.36
133,633.69
260,397.98
481,735.76
221,418.59
367,329.71
11,405.63
2,121.62
364.90
11,770.53
162.48
2,284.10
1,879.70
532.79
7,279.71
5,030.96
884.37
9,159.41
(2,611.12)
6,448.12
4,164.02
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
23.53
442.09
2,299.11
3,205.37
5,885.28
-
39.26
1,557.61
1,658.69
4,925.83
402.62
2,115.55
2,044.43
14.44
11,869.82
14.40
12,758.39
2,841.09
2,841.09
1,993.97
1,993.97
496.88
787.44
1,284.32
4,125.41
496.88
730.11
1,226.99
3,220.96
496.88
496.88
496.88
496.88
730.11
57.33
787.44
730.11
730.11
192
Others
Provision for litigation (refer note 14)
Provision for restoration and maintenance*
At the end of certain leases, costs are expected to be incurred in restoring the leased premises. The
Group recognizes the provision for the cost of restoration and maintenance on estimated basis, as per
contractual obligation.
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
30,000.00
1,529.02
1,347.27
484.91
33,361.20
2,937.74
3,481.09
41,000.00
1,271.68
48,690.51
936.53
-
30,000.00
24,744.29
126,759.09
47,500.00
4,566.29
550.00
450.00
337.50
337.50
1,274.03
34,635.23
234,907.17
283,597.68
87,933.13
87,933.13
75,598.69
75,598.69
130,745.11
424.56
3,409.80
1,538.10
1,328.81
12,150.97
0.19
2,468.61
445.66
-
35,376.54
763.93
4,610.98
229.44
12,694.48
5,227.16
1,915.80
341.50
1,226.20
Notes to Consolidate financial statements for the year ended March 31, 2013
` in lacs
` in lacs
7,214.75
5,654.29
4,734.40
945.57
45.43
-
5,421.15
860.61
126.43
546.78
5,160.15
4,039.76
3,311.62
5,057.20
2,861.87
711.33
176,785.60
84,803.58
Deferred revenue represents payment received in advance for fixed fees contracts for which services had
not been rendered at the end of the reporting period.
194
193.36
6,496.86
116.51
115.68
2,296.99
462.03
4,060.40
251.33
10.26
341.09
11,469.81
2,460.87
150.44
12.48
403.11
5,901.60
150.44
172.10
71.21
251.33
131.50
23.63
4.69
150.44
403.11
647.08
30.80
739.90
341.09
487.57
84.46
403.11
** Provision for severance allowance is mandatory payments to be made to employees of one of the
subsidiary, Hoan My, Vietnam at the time of employees leaving the Company. This is mandatory
payment under local employment act.
*** At the end of certain leases, costs are expected to be incurred in restoring the leased premises. The
Group recognizes the provision for the cost of restoration and maintenance on estimated basis, as per
contractual obligation.
Cost or valuation
As at April 1, 2011
Additions
Additions on acquisition of
subsidiaries
Disposals
Disposals on sale of subsidiaries
-Exchange translation
adjustments
As at March 31,2012
Additions
Disposals
Disposals on sale of subsidiaries
Other adjustments
Exchange translation
adjustments
As at March 31,2013
Depreciation
As at April 1, 2011
Charge for the year
Additions on acquisition
Disposals
Disposals on sale of subsidiaries
-Exchange translation
adjustments
As at March 31,2012
Charge for the year
Disposals
Disposals on sale of subsidiaries
Other adjustments
-Exchange translation
adjustments
As at March 31,2013
Net Block
As at March 31,2012
As at March 31,2013
35,828.72
128.77
11,695.89
83.78
47,569.60
10.09
34,458.79
(327.66)
911.36
13,704.60
16.53
0.25
16.78
(16.78)
47,552.82
13,704.60
326.55
-
21,444.11
21,373.58
327.69
-
398.22
324.91
98.61
-
423.52
94.76
534.80
16.52
-
21,020.59
398.22
Freehold
land
16,666.94
5,103.72
-
Leasehold
land
66,837.13
39,613.20
6,711.78
12,470.46
2,214.14
0.47
8,086.74
0.58
113.81
8,373.86
2,378.55
1,730.44
12.39
46,324.98
79,307.59
10,766.34
11.98
45,260.53
2.78
1,520.78
10.44
(1,452.19)
56,446.01
4,988.14
16,431.69
Building
12,644.03
19,310.61
10,820.85
7,735.73
4,296.50
426.48
1,088.18
194.85
108.43
2,271.61
2,081.01
3,871.39
440.59
47.69
30,131.46
20,379.76
11,635.70
456.83
1,352.59
(0.04)
(74.54)
2,120.48
244.57
4,834.02
2,046.70
15,864.09
2,602.13
49.76
55,124.17
13,639.48
46,383.29
19,174.28
19,919.92
16,060.17
15,727.71
5,611.98
131.92
6,318.22
649.89
520.73
7,796.06
2,386.41
5,899.73
229.42
125.07
35,980.09
70,419.96
70,223.75
41,899.13
42,075.09
10,544.77
537.08
9,768.14
(992.31)
576.80
22,621.20
7,131.91
14,227.91
1,931.29
(25.36)
112,122.88
34,901.99 112,495.05
11,045.31 15,263.75
322.01
514.26
13,847.40 14,007.48
2,866.49 (2,822.09)
1,335.71
1,707.91
382.55
282.95
18,287.06
2,591.23
14,689.20
617.51
513.58
240.42
136.49
103.93
-
55.15
81.34
-
754.00
754.00
-
529.77
224.23
-
5,863.67
6,680.79
4,599.93
3,826.30
1,204.37
22.64
595.97
52.43
135.44
1,355.70
533.26
1,977.94
38.42
2.18
11,280.72
9,689.97
2,485.83
240.21
1,313.74
171.22
487.65
37.52
8.05
4,095.84
782.79
4,856.91
5,545.55
6,649.82
6,581.76
4,755.91
2,438.53
183.95
429.20
(47.31)
47.78
1,355.18
970.85
2,570.44
116.31
24.25
13,231.58
10,301.46
2,556.73
61.38
582.44
(3.10)
1,020.31
486.20
80.49
2,725.34
1,917.44
6,225.37
1,489.64
1,591.78
687.67
675.58
142.71
10.26
93.56
(26.80)
-
317.00
214.42
152.29
8.13
-
2,279.45
2,165.22
439.88
29.93
200.52
(95.20)
-
13.41
-
943.03
418.17
817.43
Leasehold
Plant &
Medical
Medical Furniture & Computers
Office
improve- machinery equipments Equipment
fittings
equipments
ments
taken under
finance lease
6,019.25
742.74
(708.04)
198,486.23
32,627.59
118,532.57
Total
(` in lacs)
89,234.03
89,315.77
27,304.45
1,550.96
27,154.59
(195.07)
1,514.43
45,384.54
16,407.25
30,729.57
2,809.41
210.91
185.27
270,908.84
3,111.49 254,276.67
3,068.54 181,674.81
1,632.32
1,472.20
652.76
238.16
239.78
(26.14)
11.44
913.87
514.36
299.18
45.25
210.91
(0.95)
4,700.86
4,583.69 343,592.44
878.11 55,081.74
462.41
2,099.01
329.31 132,726.38
(43.17)
76.92
73.95
6,983.13
39.97
742.74
(5.45)
3,005.33
786.92
1,568.70
Vehicles
Notes to Consolidate financial statements for the year ended March 31, 2013
1,550.00
53.01
1,603.01
53.02
0.66
0.67
1,550.00
665.30
526.53
1,191.83
375.92
15.72
(2.03)
1,550.00
411.18
-
742.56
742.56
103.71
541.14
112.65
417.78
497.94
32.41
530.35
86.14
384.77
6.59
238.31
212.21
179.47
4,358.21
1,231.39
2,051.69
911.53
2,963.22
751.10
3,235.71
150.90
629.51
6,165.86
1,155.57
7,321.43
360.90
5,821.43
1,860.90
8,300.97
3,412.30
5,137.11
3,186.70
22.84
8,300.97
5,137.10
248.43
3,412.30
2,238.88
3,061.64
637.73
484.52
1,062.03
0.09
2,184.19
705.43
137.09
65.89
(77.76)
225.13
2,834.01
1,075.66
442.11
3,092.26
186.34
0.62
4,423.07
1,569.59
138.28
262.42
72.19
231.50
5,895.65
Software
252,379.24
323,562.77
5,334.00
5,334.00
44,467.07
209,337.61
1,425.44
252,379.24
63,065.65
13,451.88
328,896.77
Goodwill
395,846.92
414,286.48
2,501.76
2,501.76
43,988.39
353,279.65
1,421.12
395,846.92
15,054.51
8,544.50
14,431.31
416,788.24
Goodwill on
consolidation
663,747.61
745,734.05
3,852.66
1,954.99
1,062.03
0.09
6,869.59
1,918.59
7,835.76
152.81
3,686.37
77.70
225.13
13,087.59
103,126.65
1,650.69
568,896.22
186.34
2,870.02
670,617.20
80,154.36
191.30
20,307.25
185.51
28,363.12
758,821.64
Total
(` in lacs)
10. In the current year, the group has also recognized impairment loss in one of its subsidiary Dental Corporation (DC). For further details please refer note 28.
1. Freehold land includes Nil (Previous year ` 319.03 lacs) pending registration in Companys name.
2. In previous year leasehold land consists of leasehold rights for the land at Kolkata provided by the Kolkata Municipal Development Authority (KMDA). The land was subject to a dispute
between the KMDA and Revenue department with regard to its usage.
3. Buildings include Nil (Previous year ` 8,579.18 lacs) at certain location constructed on leasehold land and Nil (Previous Year ` 6,079.19 lacs) incurred on buildings under Operating and
Management contract.
4 Right of use of Land Nil (Previous year ` 5,137.11 lacs) was under Operating and Management contract for an initial period of 20 years, renewable for further periods of 20 years each,
at the option of the Company.
5 Leasehold Land includes ` 398.22 lacs (Previous year ` 398.22 lacs) in respect of a subsidiary, for which, during the financial year 2005-06, Delhi Development Authority has terminated
all allotment letters/ lease deeds for which the subsidiary had filed an appeal in Delhi High Court. Repossession of land has been stayed by an interim stay order passed by Delhi High
Court (refer note 11).
6 During the previous year equitable charge had been created on hospital property at Noida of a subsidiary for the loan of ` 5,000.00 lacs availed by another subsidiary of the Company
from Axis Bank Limited.
7 During the previous year mortgage had been created on land, building and immovable fixed assets of a subsidiary for the loan of ` 10,000 lacs jointly availed by the Company and its five
subsidiaries.
8 The above assets includes certain fixed assets leased pursuant to operating lease agreements (refer note 7).
9. During the current year, the Group has impaired the goodwill amount in one of its subsidiary which is also a separate Cash Generating Unit (CGU), Super Religare Laboratories International
FZ LLC for ` 2,501.76 lacs as per AS-28 on Impairment of Assets. The recoverable amount was based on value in use estimated at a discount rate of 9.35% on a pre-tax basis.
Cost or valuation
As at April 1, 2011
Additions
Additions on acquisition of subsidiaries
Deletions/reversal
Exchange translation adjustments
As at March 31,2012
Additions
Deletions
Disposals on sale of subsidiaries
Other adjustments
Exchange translation adjustments
As at March 31,2013
Amortization
As at April 1, 2011
Charge for the year
Additions on acquisition of subsidiaries
Deletions
Exchange translation adjustments
As at March 31,2012
Charge for the year
Impairment
Deletions
Disposals on sale of subsidiaries
Other adjustments
Exchange translation adjustments
As at March 31,2013
Net block
As at March 31,2012
As at March 31,2013
196
Notes to Consolidate financial statements for the year ended March 31, 2013
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
6.99
263.56
263.56
(45.58)
18.74
6.67
(45.58)
-
243.39
0.31
10.95
10.95
6.44
(17.39)
6.44
112.50
112.50
4.51
19.82
(12.49)
4.51
-
124.34
217.98
0.31
17.39
117.01
Notes to Consolidate financial statements for the year ended March 31, 2013
198
` in lacs
` in lacs
1,390.00
19,839.36
1,889.82
-
23,478.86
21,729.18
15,519.14
1,749.68
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
16,315.89
4,042.04
631.09
7,757.65
836.73
2,649.78
5,629.67
2,371.87
9,319.00
1,686.24
14,269.63
2,139.62
10,885.55
516.95
57,395.15
12,189.97
2,139.62
7,167.48
517.93
43,671.56
20.63
23.73
44.36
57,395.15
44.36
44.36
43,671.56
17.82
5,413.06
1,260.41
2.38
3,638.41
180.53
109.97
6,801.26
10.00
970.75
4,802.07
Notes to Consolidate financial statements for the year ended March 31, 2013
200
` in lacs
` in lacs
20,739.71
102.81
1,750.00
500.00
500.00
7.50
1,750.00
1,750.00
500.00
1,750.00
1,500.00
1,950.00
2,000.00
2,000.00
630.00
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
1,500.00
516.45
121.12
0.25
38,930.27
0.25
637.82
8,819.02
431.24
9,250.26
7,805.44
186.14
7,991.58
22.72
25,828.00
6,898.63
32,749.35
4.84
15,772.60
5,607.02
21,384.46
428.44
39,999.20
239.89
40,667.53
7,138.52
66,278.36
154.43
38,673.38
12.62
38,840.43
5,619.64
54,605.25
45,380.12
0.07
1,760.80
788.76
38,936.97
0.38
905.75
6.29
3.90
451.45
Notes to Consolidate financial statements for the year ended March 31, 2013
Cheques in hand
Other bank Balances
Deposits with original maturity of more than 3 months but
less than 12 months
Deposits with original maturity of more than 12 months
Balances with banks to the extent held as margin money
or security against the borrowings, guarantees, other
commitments
` in lacs
` in lacs
528.59
195.67
277.07
387.14
178.68
2,255.61
98.02
472.34
51,169.70
41,457.91
Balance includes amount with a bank held for acquisition of subsidiary through open offer.
202
21.81
57.33
1,038.95
3,739.03
1,411.58
11,767.92
718.87
2,669.04
14.03
8,272.70
64,084.06
82,063.35
14.79
62,703.41
888.00
145.00
75,483.17
33.34
241.77
33.34
68.62
17.35
292.46
292.46
82,063.35
17.35
119.31
119.31
75,483.17
** This loan was given to a subsidiary over which the Fortis Group has temporary control, which has not
been consolidated. (refer note 3(f))
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
27.12
2,184.61
378.02
1,055.46
4,174.81
0.53
63.93
7,884.48
2,244.87
1,116.52
2,496.53
3,978.65
4.03
1,185.61
11,026.21
195,187.34
29,362.85
57,803.99
2,274.26
1,046.38
753.52
296.75
286,725.09
6,152.78
280,572.31
160,453.40
22,855.06
43,060.43
2,328.05
1,601.05
222.12
243.54
182.26
230,945.91
3,442.32
227,503.59
38,571.01
85,481.79
3,145.07
7,366.63
678.88
135,243.38
4,212.86
19,038.37
171.73
3,533.09
573.31
27,529.36
2,670.25
47.10
2,623.15
2,598.09
39.74
2,558.35
Notes to Consolidate financial statements for the year ended March 31, 2013
204
` in lacs
` in lacs
128.26
93.08
1,166.49
147.59
68.55
1,495.12
954.79
704.88
413.97
67.19
40.01
1,180.18
1,128.91
5,877.76
424,316.60
858.25
838.50
153.81
64.58
30.22
229.02
290.21
4,175.85
261,767.15
1,416.50
973.45
9,230.34
292.39
3,025.36
263.39
15,201.43
220.02
413.63
9,017.08
6,873.01
426.79
603.55
17,554.08
7,764.03
90.93
8,819.01
(1,145.91)
2,409.61
4,406.83
17.42
7,764.03
(965.01)
98,098.80
1,067.57
662.14
4,975.09
2,089.24
577.55
107,470.39
48,835.75
504.82
555.53
2,691.16
1,983.87
530.76
55,101.89
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
37,138.46
9,100.07
9,253.79
3,350.17
2,765.16
984.81
2,433.17
24,285.61
24,269.97
17,170.41
356.10
6,863.32
3,288.14
2,250.92
2,347.61
3,015.08
20,489.61
19,373.86
289.01
486.60
4,022.91
3,654.22
550.39
3,930.85
1,632.62
16,859.50
1,024.54
1,354.08
33.75
8,944.82
5,407.62
495.95
571.42
64.16
5,231.14
5,515.97
714.08
4,088.45
1,107.68
3,015.42
2,888.15
17.71
1,267.63
8.91
9,008.57
20.31
335.38
174.65
928.46
2,909.85
2,201.00
24.16
1,140.57
3,499.50
5,849.23
15.42
356.26
178.67
563.56
Notes to Consolidate financial statements for the year ended March 31, 2013
` in lacs
` in lacs
2,367.72
66.97
167.28
4,794.31
189,679.59
1,771.44
112.76
20.60
358.54
109,099.46
28,022.51
19,990.37
577.08
9,539.11
3,802.72
41,941.42
355.28
823.62
1,545.23
22,714.50
10.92
6,686.32
6,697.24
-
72.37
879.85
952.22
1,456.39
48,638.66
25,123.11
22,265.40
3,166.46
2,501.76
72.83
27,860.79
15,638.00
1,954.99
140.35
17,452.64
99,588.79
99,588.79
631.74
631.74
3,129.38
3,129.38
96,459.41
631.74
206
Notes to Consolidate financial statements for the year ended March 31, 2013
March 31, 2013
` in lacs
` in lacs
49,069.15
49,993.60
405,193,216
6,342.20
7,222.15
405,150,691
170,944
180,702
405,364,160
405,331,393
5% Foreign currency convertible bonds issued by the Company, are considered as anti dilutive and accordingly,
has not been considered for the computation of diluted EPS.
5. Segment Reporting
Business Segments:
The Group is primarily engaged in the business of healthcare services, which in the opinion of management
is considered to be the only reportable business segment as per Accounting Standard 17 on Segment
Reporting issued by The Institute of Chartered Accountants of India.
Geographical segments:
The group operates in the business segment explained above in two principal geographical areas, geographical
segments being classified as secondary segment. In India, its home country, the group focuses largely on
healthcare services. Additionally, the groups operations Outside India are mostly in the Australasia region
focusing on South East Asia, Middle East and Australia through the groups headquarters based out of
Singapore. In the Australasia region, the group primarily operates in following countries: Singapore, Hong
Kong, Vietnam, Australia, Mauritius and New Zealand.
The following table shows the distribution of the Companys consolidated revenues by geographical
market.
Region
India
Outside India
Total
Note: The operations outside India (other than Mauritius) were acquired during the previous year.
Notes to Consolidate financial statements for the year ended March 31, 2013
208
Carrying value of Assets and additions to tangible and intangible fixed assets- by location of assets
The following table shows the carrying amount of segment assets and additions to tangible and intangible
fixed assets by geographical area in which the assets are located:
(` in lacs)
Region
India
Outside India
Total
Note:
1) The operations outside India (other than Mauritius) were acquired during the previous year.
2) The revenue outside India includes ` 180,847.50 lacs (previous year ` 36,732.12 lacs) relating to Dental
Corporation Holdings Limited which has been considered as discontinued operations.
6.
d)
e)
Notes to Consolidate financial statements for the year ended March 31, 2013
Town Hall Clinic (w.e.f. January 12, 2012)
Hoan My Minh Hai (w.e.f. January 12, 2012)
Hoan My Orb Corporation (w.e.f. January 12, 2012)
Hoan My Thien The (w.e.f. January 12, 2012)
Escorts Heart and Super Speciality Institute Limited (EHSSIL)
(w.e.f. October 19, 2012) [Refer note (3b)]
Escorts Hospital and Research Centre Limited (EHRCL) (w.e.f.
October 19, 2012) [Refer note (3b) above]
Escorts Heart and Super Speciality Hospital Limited (EHSSHL)
(w.e.f. October 19, 2012) [Refer note (3b) above]
Kanishka Healthcare Limited (KHL) (w.e.f. October 19, 2012) [Refer
note (3b) above]
Fortis Global Healthcare Infrastructure Pte. Limited (FGHIPL)
(w.e.f. October 19, 2012) [Refer note (3b) above]
Hospitalia Eastern Private Limited (HEPL)(w.e.f. October 19, 2012)
[Refer note (3b) above]
Religare Health Trust (RHT) (w.e.f. October 19, 2012) [Refer note
(3b) above]
Fortis Health Management Limited (FHML) (w.e.f. October 19,
2012) [Refer note (3b) above]
f) Joint Venture
DDRC SRL Diagnostics Services Private Limited (w.e.f. May 11,
2012)
Super Religare Reference Laboratories (Nepal) Private Limited
Fortis Cauvery (w.e.f. April 27, 2011)
g) Key Management Personnel Mr. Malvinder Mohan Singh Executive Chairman of FHL & Non
(KMP) and their Relatives
Executive chairman of EHIRCL
Mr. Shivinder Mohan Singh Executive Vice Chairman of FHL
Mr. Sukhmeet Singh Sandhu Wholetime Director at EHRCL (till
September 6, 2011)
Mr. Surender Kumar - Wholetime Director at FHTL
Dr. Ashok V Chordiya Wholetime Director at IHL (till September
6, 2011)
Mr. Ashish Bhatia Wholetime Director at EHIRCL
Dr. Ashok Seth Wholetime Director at EHIRCL
Mr. Krish Ramesh- Wholetime Director at FMHL (till June 8,
2012)
Dr. Anoop Misra- Chairman at Fortis C-Doc Healthcare Limited
Dr. Angeli Misra- Relative of Dr. Anoop Misra
Dr. Lakshminarayana Raju Wholetime Director at LHPL
Dr. Mohan Keshavamurthy Wholetime Director at LHPL
Mr. Venkatramana Raju- Relative of Dr. Lakshminarayana Raju
Notes to Consolidate financial statements for the year ended March 31, 2013
210
Notes to Consolidate financial statements for the year ended March 31, 2013
Religare Technova IT Services Limited
Ligare Travels Limited (formerly Religare Travels (India) Limited)
(Owned/ significantly influenced by KMP/ their relatives)
Religare Voyages Business Services Private Limited
RGAM Corporation Private Limited
RMCRS Health Management Limited
Shivi Holdings Private Limited
Sri. Raghavendra Educational Institute & Society
Srinivasa Education Society
SRL Diagonastics Services Private Limited (formerly Super Religare
Laboratories Diagnostics Private Limited) (upto May 11, 2011)
SRL Limited (formerly known as Super Religare Laboratories
Limited) (upto May 11, 2011)
Super Religare Laboratories International FZ LLC (till January 10,
2012)
Todays Holdings Private Limited
The schedule of Related Party Transactions and closing balances are as follows:
Particulars
Transactions during the year
Operating income (including Income from medical services,
Management fees from hospitals, Income from rehabilitation center,
Rental and Pharmacy income)
Sunrise Medicare Private Limited (Associate)
Fortis Nursing and Education Society (Owned/ significantly influenced
by KMP/ their relatives)
Fortis Health Management Limited (Associate)*
Kanishka Healthcare Limited (Associate)*
SRL Limited (formerly Super Religare Laboratories Limited) (Owned/
significantly influenced by KMP/ their relatives)**
Medical and Surgical Centre Limited (Associate)
Fortis Hospital Management Limited (Fellow Subsidiary)
Medsource Healthcare Private Limited (Fellow Subsidiary)
Religare Wellness Limited (Fellow Subsidiary)
Escorts Heart Centre Limited (Fellow Subsidiary)
Ligare Travels Limited (formerly Religare Travels (India) Limited)
(Owned/ significantly influenced by KMP/ their relatives)
Fortis Cauvery (Joint Venture)
Krishna Institute Of Medical Sciences Limited (Owned/ significantly
influenced by KMP/ their relatives)
March 31,
2013
(` in lacs)
March 31,
2012
6.00
56.53
5.10
55.53
24.13
23.14
-
6.95
678.88
114.42
444.80
255.38
-
573.31
8.98
495.06
173.56
0.70
13.03
-
0.06
Notes to Consolidate financial statements for the year ended March 31, 2013
212
Particulars
RHC Holding Private Limited (Ultimate Holding Company)
Religare Aviation Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Aviation Training Private Limited (Owned/ significantly
influenced by KMP/ their relatives)
Super Religare Laboratories International FZ LLC (Owned/ significantly
influenced by KMP/ their relatives)
Super Religare Reference Laboratories (Nepal) Private Limited (Joint
Venture)
AEGON Religare Life Insurance Company Limited (Owned/ significantly
influenced by KMP/ their relatives)
Fortis Clinical Research Limited (Owned/ significantly influenced by
KMP/ their relatives)
Quality Healthcare Medical Services Limited (Owned/ significantly
influenced by KMP/ their relatives)
Religare Capital Market Limited (Owned/ significantly influenced by
KMP/ their relatives)
DDRC SRL Diagnostics Services Private Limited (Joint Venture)
Fortis RM Pharma (Owned/ significantly influenced by KMP/ their
relatives)
Management Fees Expenses
Fortis Hospital Management Limited (Fellow Subsidiary)
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Pathology Laboratory Expenses
SRL Limited (formerly Super Religare Laboratories Limited) (Owned/
significantly influenced by KMP/ their relatives)
Purchase of Goods/Medical services
Fortis RM Pharma (Owned/ significantly influenced by KMP/ their
relatives)
Religare Enterprises Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Technologies Limited (Owned/ significantly influenced by
KMP/ their relatives)
Fortis Clinical Research Limited (Owned/ significantly influenced by
KMP/ their relatives)
Medsource Healthcare Private Limited (Fellow Subsidiary)
Religare Wellness Limited (Fellow Subsidiary)
March 31,
2013
-
(` in lacs)
March 31,
2012
210.51
1.14
0.08
0.24
176.07
44.39
0.14
0.26
69.13
20.65
20.48
13.59
0.02
26.52
36.83
19.52
923.05
5.00
149.27
388.88
2.54
0.88
2.24
115.55
12.25
81.30
326.75
148.68
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Religare Corporate Services Limited (Owned/ significantly influenced
by KMP/ their relatives)
Religare Finvest Limited (Owned/ significantly influenced by KMP/
their relatives)
Professional Charges Paid
Dr. Mohan Keshavamurthy (KMP)
RGAM Corporation Private Limited (Owned/ significantly influenced
by KMP/ their relatives)
Fortis RM Pharma (Owned/ significantly influenced by KMP/ their
relatives)
Aarushi Lithotripsy Private Limited (Owned/ significantly influenced
by KMP/ their relatives)
Rent Expenses
Bar Chem (Owned/ significantly influenced by KMP/ their relatives)
Dr.Chandrashekar Foundation (Owned/ significantly influenced by
KMP/ their relatives)
Chethana Foundation (Owned/ significantly influenced by KMP/ their
relatives)
Dr. Angeli Misra (KMP)
Travel & conveyance
Fortis Emergency Services Limited (Associate)
REL Infrafacilities Limited (Owned/ significantly influenced by KMP/
their relatives)
Ligare Travels Limited (formerly Religare Travels (India) Limited)
(Owned/ significantly influenced by KMP/ their relatives)
Religare Aviation Limited (Owned/ significantly influenced by KMP/
their relatives)
Marketing Expenses
Religare Technologies Limited (Owned/ significantly influenced by
KMP/ their relatives)
Insurance Expenses
Religare Health Insurance Company Limited (Owned/ significantly
influenced by KMP/ their relatives)
Legal and professional fee
Religare Capital Market Limited (Owned/ significantly influenced by
KMP/ their relatives)
Religare Technologies Limited (Owned/ significantly influenced by
KMP/ their relatives)
March 31,
2013
4.82
(` in lacs)
March 31,
2012
-
54.02
26.40
207.87
30.00
-
7.08
1.66
328.25
24.62
299.96
6.90
20.22
6.60
5.40
169.47
2.31
10.73
-
327.16
169.06
179.67
241.83
8.71
128.24
167.86
208.44
240.00
Notes to Consolidate financial statements for the year ended March 31, 2013
214
Particulars
Issue of Equity Shares/ Capital contribution
Dr. Anoop Misra (KMP)
Dr. Angeli Misra (KMP)
C DOC Healthcare Private Limited (Owned/ significantly influenced by
KMP/ their relatives)
Dr. Chandrashekar G. R. (KMP)
Dr. Sarla Chandrashekar (KMP)
Issue of Preference Share Capital
RHC Financial Services (Mauritius) Limited (Fellow subsidiary)
Share application money received
Dr. Anoop Misra (KMP)
Dr. Angeli Misra (KMP)
Sale of Shares
Fortis Healthcare Holdings Private Limited (Holding Company)
Loans/ advances taken
RHC Holding Private Limited (Ultimate Holding Company)
Oscar Investments Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Aviation Limited (Owned/ significantly influenced by KMP/
their relatives)
Dr. Chandrashekar G. R. (KMP)
Dr. Sarla Chandrasekhar (KMP)
Loans/ advances repaid
RHC Holding Private Limited (Ultimate Holding Company)
Oscar Investments Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Finvest Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Aviation Limited (Owned/ significantly influenced by KMP/
their relatives)
Loans/advances given
Hospitalia Eastern Private Limited (Subsidiary)
Religare Finvest Limited (Owned/ significantly influenced by KMP/
their relatives)
Escorts Heart Centre Limited (Fellow Subsidiary)
Fortis Emergency Services Limited (Associate)
Fortis Cauvery (Joint Venture)
March 31,
2013
(` in lacs)
March 31,
2012
33.84
58.02
4.83
12.35
11.85
137.65
132.15
135,708.32
10.00
94.16
0.10
92,650.00
-
25,400.00
10,000.00
3,000.00
22.95
19.38
92,838.00
-
142,026.56
10,000.00
7,710.00
3,000.00
145.00
20,000.00
107.26
1,449.71
134.92
135.00
-
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Fortis Healthcare Global II Pte Ltd (Owned/ significantly influenced by
KMP/ their relatives)
Loans/ Advances Received Back
Hospitalia Eastern Private Limited (Subsidiary)
Escorts Heart Centre Limited (Fellow Subsidiary)
Religare Finvest Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Housing Development Finance Corporation Limited (Owned/
significantly influenced by KMP/ their relatives)
Religare Capital Market Limited (Owned/ significantly influenced by
KMP/ their relatives)
Dion Global Solutions Limited (Owned/ significantly influenced by
KMP/ their relatives)
Super Religare Laboratories International FZ LLC (Owned/ significantly
influenced by KMP/ their relatives)
Hiranandani Healthcare Private Limited (Associate)***
Sri Raghavendra Educational Institute & Society (Owned/ significantly
influenced by KMP/ their relatives)
Fortis Educational Society (Owned/ significantly influenced by KMP/
their relatives)
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Preference share capital of Fortis Asia Healthcare Pte Limited
purchased
RHC Financial Services (Mauritius) Limited (Fellow subsidiary)
Investments of SRL Limited (formerly Super Religare Laboratories
Limited) purchased from
Maple Leaf Buildcon Private Limited (Fellow Subsidiary)
RHC Holding Private Limited (Ultimate Holding Company)
Malav Holdings Private Limited (Owned/ significantly influenced by
KMP/ their relatives)
Oscar Investments Limited (Owned/ significantly influenced by KMP/
their relatives)
Shivi Holdings Private Limited (Owned/ significantly influenced by
KMP/ their relatives)
March 31,
2013
1,331.63
13.90
(` in lacs)
March 31,
2012
-
99.00
-
295.00
204.45
39,965.00
6,000.00
16,000.00
6,920.00
121.42
845.04
75.25
60.47
1,747.01
16,905.73
9,775.81
11,280.00
13,982.18
31,348.36
13,982.18
Notes to Consolidate financial statements for the year ended March 31, 2013
216
Particulars
Investments of Escorts Heart Institute and Research Centre Limited
purchased from
Fortis Healthcare Holdings Private Limited (Holding Company)
Investments of Hospitalia Eastern Private Limited purchased from
Fortis Healthcare Holdings Private Limited (Holding Company)
Redemption of Preference share capital of Fortis Asia Healthcare
Pte Limited
RHC Financial Services (Mauritius) Limited (Fellow subsidiary)
Investments of Fortis Healthcare International Pte Limited
purchased from
RHC Financial Services (Mauritius) Limited (Fellow subsidiary)
Interest expense
Oscar Investments Limited (Owned/ significantly influenced by KMP/
their relatives)
RHC Holding Private Limited (Ultimate Holding Company)
Todays Holdings Private Limited (Owned/ significantly influenced by
KMP/ their relatives)
Dr. Chandrasekhar G. R. (KMP)
Dr. Sarla Chandrasekhar (KMP)
Escorts Heart Centre Limited (Fellow Subsidiary)
Religare Aviation Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Finvest Limited (Owned/ significantly influenced by KMP/
their relatives)
RHC Financial Services (Mauritius) Limited (Fellow subsidiary)
Fortis Medicare International Limited (Associate)
Interest income
Escorts Heart Centre Limited (Fellow Subsidiary)
Sunrise Medicare Private Limited (Associate)
Fortis Emergency Services Limited (Associate)
Religare Capital Market Limited (Owned/ significantly influenced by
KMP/ their relatives)
Religare Finvest Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Housing Development Finance Corporation Limited (Owned/
significantly influenced by KMP/ their relatives)
Hiranandani Healthcare Private Limited (Associate)***
Fortis Cauvery (Joint Venture)
March 31,
2013
(` in lacs)
March 31,
2012
13,000.00
6.99
51,782.33
135,708.32
15.21
256.82
-
99.97
50.82
1.52
0.90
36.40
-
27.37
137.03
151.66
4,342.25
5.24
1,471.45
-
108.80
98.36
-
115.55
4.01
27.16
202.19
258.14
75.82
6.45
71.43
-
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Dion Global Solutions Limited (Owned/ significantly influenced by
KMP/ their relatives)
Fortis Health Management Limited (Associate)*
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Fortis Healthcare Global II Pte Ltd (Owned/ significantly influenced by
KMP/ their relatives)
Managerial Remuneration
Mr. Sukhmeet Singh Sandhu (KMP)
Mr. Sanjeev Vashishta (KMP)
Dr. Ashok V Chordiya (KMP)
Dr. Anoop Misra (KMP)
Mr. Shivinder Mohan Singh (KMP)
Mr. Krish Ramesh (KMP)
Mr. Surender Kumar (KMP)
Dr. Sanjeev K. Chaudhry (KMP)
Mr. Kiran C. Vaidya (KMP)
Mr. Ashish Bhatia (KMP)
Dr. Ashok Seth (KMP)
Mr. Vijayarathna (KMP)
Directors sitting fees
Malvinder Mohan Singh (KMP)
Advance paid (Net):
Chethana Foundation (Owned/ significantly influenced by KMP/ their
relatives)
Fortis Educational Society (Owned/ significantly influenced by KMP/
their relatives)
Purchase of fixed assets
Religare Technologies Limited (Owned/ significantly influenced by
KMP/ their relatives)
Sale of fixed assets
Escorts Heart and Super Speciality Institute Limited (Associate)*
License user agreement fees
RHC Holding Private Limited (Ultimate Holding Company)
Security Deposit
Chethana Foundation (Owned/ significantly influenced by KMP/ their
relatives)
March 31,
2013
-
(` in lacs)
March 31,
2012
14.31
106.17
6.99
51.75
7.49
0.43
112.30
126.38
539.28
33.96
148.95
104.25
119.85
443.55
30.09
10.81
9.66
6.31
125.70
539.28
59.09
38.54
146.48
70.65
99.79
444.80
-
2.25
12.60
36.51
52.11
28.89
7.26
24.98
1.00
1.00
350.00
Notes to Consolidate financial statements for the year ended March 31, 2013
218
Particulars
Expense incurred on behalf of
Escorts Heart Centre Limited (Fellow Subsidiary)
Hospitalia Eastern Private Limited (Subsidiary)
Fortis Hospital Management Limited (Fellow Subsidiary)
Fortis Cauvery (Joint Venture)
Hospitalia Eastern Private Limited (Subsidiary)
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Fortis Healthcare Global II Pte Ltd (Owned/ significantly influenced by
KMP/ their relatives)
Fortis Emergency Services Limited (Associate)
Religare Capital Markets Limited (Owned/ significantly influenced by
KMP/ their relatives)
Religare Enterprises Limited (Owned/ significantly influenced by KMP/
their relatives)
Fortis Nursing and Education Society (Owned/ significantly influenced
by KMP/ their relatives)
Escorts Heart and Super Speciality Institute Limited (Associate)*
Expenses incurred on behalf of Group by
Fortis Hospital Management Limited (Fellow Subsidiary)
Religare Wellness Limited (Fellow Subsidiary)
Cauvery Hospital (Owned/ significantly influenced by KMP/ their
relatives)
Religare Commodities Limited (Owned/ significantly influenced by
KMP/ their relatives)
Escorts Heart and Super Speciality Institute Limited (Associate)*
Hospital Service Fees
Fortis Hospotel Limited (Subsidiary)*
International Hospital Limited (Associate)*
Kanishka Healthcare Limited (Associate)*
Fortis Health Management Limited (Associate)*
Escorts Hospital and Research Centre Limited (Associate)*
Escorts Heart and Super Speciality Hospital Limited (Associate)*
Escorts Heart and Super Speciality Institute Limited (Associate)*
Collection on behalf of related party
Escorts Heart and Super Speciality Hospital Limited (Associate)*
Escorts Heart and Super Speciality Institute Limited (Associate)*
March 31,
2013
(` in lacs)
March 31,
2012
79.48
8.56
23.84
4.05
0.37
17.44
4.37
0.44
-
19.13
1.86
10.27
9.16
48.52
1.13
32.04
128.17
1.15
-
0.43
197.66
5,105.07
3,461.11
4,329.63
724.01
898.05
1,989.35
663.51
463.37
86.01
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Collection on behalf of Group by related party
Escorts Heart and Super Speciality Hospital Limited (Associate)*
Escorts Heart and Super Speciality Institute Limited (Associate)*
March 31,
2013
(` in lacs)
March 31,
2012
591.39
1,074.96
March 31,
2013
(` in lacs)
March 31,
2012
1,821.42
169.70
148.56
985.65
97.03
1,247.77
87.26
350.44
816.41
-
201.01
2.16
31.09
25.34
-
191.85
45.51
29.95
0.04
0.06
22.29
4.34
9.11
3.10
4.87
0.06
0.02
0.02
0.10
0.12
473.66
Notes to Consolidate financial statements for the year ended March 31, 2013
220
Particulars
Religare Capital Market Limited (Owned/ significantly influenced by
KMP/ their relatives)
Chethana Foundation (Owned/ significantly influenced by KMP/ their
relatives)
RMCRS Health Management Limited (Owned/ significantly influenced
by KMP/ their relatives)
Medical and Surgical Centre Limited (Associate)
Indira Priyadarshni School of Nursing (Owned/ significantly influenced
by KMP/ their relatives)
Fortis Nursing and Education Society (Owned/ significantly influenced
by KMP/ their relatives)
Srinivasa Education Society (Owned/ significantly influenced by KMP/
their relatives)
R.M. Educational Trust (Owned/ significantly influenced by KMP/
their relatives)
Ranibennur College of Nursing (Owned/ significantly influenced by
KMP/ their relatives)
Balaji School of Nursing (Owned/ significantly influenced by KMP/
their relatives)
Fortis Healthcare Global II Pte Ltd (Owned/ significantly influenced by
KMP/ their relatives)
Escorts Heart and Super Speciality Hospital Limited (Associate)*
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Unsecured Loans
RHC Holding Private Limited (Ultimate Holding Company)
Dr. Lakshminarayanraju (KMP)
Dr. Mohan Keshavmurthy (KMP)
Dr. Seetha Beladevi (relative of KMP)
Ms. Nagarathan (KMP)
Mr.Venkatakrishna Raju (KMP)
Todays Holdings Private Limited (Owned/ significantly influenced by
KMP/ their relatives)
Fortis Medicare International Limited (Associate)
Trade Receivables
Escorts Heart Centre Limited (Fellow Subsidiary)
Sunrise Medicare Private Limited (Associate)
Medical and Surgical Centre Limited (Associate)
Religare Wellness Limited (Fellow Subsidiary)
March 31,
2013
1.86
(` in lacs)
March 31,
2012
-
350.00
350.00
24.40
24.40
10.10
1.50
10.10
59.95
2.36
2.36
2.00
2.00
1.05
1.05
0.44
0.44
129.26
1.80
1,408.56
794.50
29.56
2.11
1.35
5.00
10.00
-
982.50
54.56
4.21
2.70
5.00
10.00
450.00
87.50
91.15
4.63
6.62
187.73
21.12
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Fortis Nursing and Education Society (Owned/ significantly influenced
by KMP/ their relatives)
Fortis Health Management Limited (Associate)*
Kanishka Healthcare Limited (Associate)*
Fortis Healthcare Global II Pte Ltd (Owned/ significantly influenced by
KMP/ their relatives)
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Other Current Assets
Fortis Emergency Services Limited (Associate)
Escorts Heart Centre Limited (Fellow Subsidiary)
Escorts Heart and Super Speciality Institute Limited (Associate)*
Fortis Healthcare Global II Pte Ltd (Owned/ significantly influenced by
KMP/ their relatives)
Fortis Cauvery (Joint Venture)
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Fortis Hospital Management Limited (Fellow Subsidiary)
Trade Payables and Other Liabilities
Religare Technova IT Services Limited (Owned/ significantly influenced
by KMP/ their relatives)
Religare Wellness Limited (Fellow Subsidiary)
Fortis Emergency Services Limited (Associate)
R M Pharmacy (Owned/ significantly influenced by KMP/ their
relatives)
Dr. Mohan Keshavmurthy (KMP)
Dr. Lakshmi Narayan Raju (KMP)
Religare Aviation Limited (Owned/ significantly influenced by KMP/
their relatives)
Religare Technologies Limited (Owned/ significantly influenced by
KMP/ their relatives)
Bar Chem (Owned/ significantly influenced by KMP/ their relatives)
Ligare Travels Limited (formerly Religare Travels (India) Limited)
(Owned/ significantly influenced by KMP/ their relatives)
Fortis Cauvery (Joint Venture)
Aarushi Lithotripsy Private Limited (Owned/ significantly influenced
by KMP/ their relatives)
Chethana Foundation (Owned/ significantly influenced by KMP/ their
relatives)
March 31,
2013
-
(` in lacs)
March 31,
2012
21.60
8.83
8.50
23.87
8.57
88.52
97.92
8.61
7.97
115.81
117.54
-
5.81
67.54
142.32
2.38
24.71
158.76
18.98
-
9.86
22.23
5.87
1.98
2.19
7.62
1.97
2.19
-
19.06
24.29
4.82
6.95
6.90
23.33
3.64
0.17
9.51
Notes to Consolidate financial statements for the year ended March 31, 2013
222
Particulars
Fortis Healthcare Holdings Private Limited (Holding Company)
Medsource Healthcare Private Limited (Fellow Subsidiary)
Fortis Hospotel Limited (Subsidiary)*
International Hospital Limited (Associate)*
Escorts Hospital and Research Centre Limited (Associate)*
Escorts Heart and Super Speciality Hospital Limited (Associate)*
Fortis Global Healthcare Infrastructure Pte. Limited (Associate)*
Fortis Healthcare Global Pte Ltd (Fellow Subsidiary)
Escorts Heart and Super Speciality Institute Limited (Associate)*
Dr. Angeli Misra (KMP)
Dr. Anoop Misra (KMP)
Kanishka Healthcare Limited (Associate)*
Fortis RM Pharma (Owned/ significantly influenced by KMP/ their
relatives)
Dr. Chandrashekar G. R. (KMP)
Dr. Sarla Chandrasekhar (KMP)
Cauvery Hospital (Owned/ significantly influenced by KMP/ their
relatives)
Interest Accrued but not due (Liability)
RHC Financial Services (Mauritius) Limited (Fellow subsidiary)
Escorts Heart Centre Limited (Fellow Subsidiary)
Fortis Medicare International Limited (Associate)
Debenture
RHC Holding Private Limited (Ultimate Holding Company)
Escorts Heart Centre Limited (Fellow Subsidiary)
Personal Guarantees for the loans taken
Mr. Shivinder Mohan Singh (KMP)
Mr. Malvinder Mohan Singh (KMP)
March 31,
2013
341.50
67.73
2,937.90
1,692.86
1,200.12
1,044.03
46.37
924.49
312.97
94.16
10.00
1,892.42
5.18
(` in lacs)
March 31,
2012
341.50
-
24.32
20.19
39.53
908.78
68.03
14.38
1,443.08
1.50
2,500.00
910.00
2,500.00
910.00
5,000.00
5,000.00
5,000.00
5,000.00
Notes:
* During the year ended March 31, 2013, on listing of Religare Health Trust (RHT) at Singapore
Exchange Securities Trading Limited on October 19, 2012, stake of the Group in RHT along with its
subsidiaries has been diluted to 28%.
** Entity Owned/significantly influenced by KMP/their relatives till May 11, 2011, and subsidiary
thereafter.
*** During the previous year, the Company has taken 45% additional stake in Hiranandani Healthcare Private
Limited on June 29, 2011, thus effective June 29, 2011 it has become subsidiary of the Company.
Notes to Consolidate financial statements for the year ended March 31, 2013
7.
Leases
The Group has finance leases and hire purchase contracts for various items of plant and machinery and
medical equipment. These leases have terms of renewal as agreed between the parties at the option of
the Group. There is no escalation clause in the agreement. There are no restrictions imposed by the
lease agreements. The total finance charges paid in respect of such leases recognize in the Statement
of profit and loss during the year is ` 129.63 lacs (Previous year ` 176.38 lacs). Future minimum lease
payments (MLP) under finance leases together with the present value of the net MLP are as follows:
(` in lacs)
Particulars
14.73
37.07
In respect of the Group, hospital/ office premises and certain medical equipments are obtained on
operating lease. In all the cases, the agreements are renewable at the option of the respective group
company. For all cases, there are no restrictions imposed by lease arrangements and the rent is not
determined based on any contingency. The leases are both cancelable and non- cancelable in nature and
the total lease payments in respect of such leases recognized in the statement of profit and loss for the
year are ` 28,810.51 lacs (Previous Year ` 8,380.23 lacs) and capitalized during the year ` 2,546.76 lacs
(Previous Year ` 3,154.99 lacs). The total future minimum lease payments under the non-cancelable
operating leases are as under:
(` in lacs)
Particulars
Minimum lease payments :
Not later than one year
Later than one year but not later than five years
Later than five years
7,167.57
23,541.34
10,971.04
21,720.18
48,169.19
11,620.55
(i) The Group has sub-leased some portion of hospital premises and certain medical equipments. In
all the cases, the agreements are renewable at the option of the respective group company. There
is no escalation clause in the respective lease agreements. There are no restrictions imposed by
lease arrangements and the rent is not determined based on any contingency. All these leases
are cancellable in nature. The total lease income received / receivable in respect of the above
leases recognized in the statement of profit and loss for the year are ` 996.84 lacs (Previous Year
` 1,319.62 lacs).
IHL, a subsidiary (till October 18, 2012) of the Company has leased out some portion of hospital
premises for a period of 10 years from December 24, 2004. The agreement is further renewable
Notes to Consolidate financial statements for the year ended March 31, 2013
at the option of the subsidiary. The rent has been increased by 20% w.e.f. January 1, 2010. There
are no restrictions imposed by lease arrangements and the rent is not determined based on any
contingency. The lease is cancellable in nature. The total lease income received / receivable in
respect of the above leases recognized in the statement of profit and loss for the year is ` 169.65
lacs (Previous Year ` 175.50 lacs).
(ii) The Company and one of its subsidiary has leased out certain capital assets on operating lease
to Trusts managing hospital operations. The lease term is for 3 years and thereafter renewable
at the option of the Company and its subsidiary. There are no restrictions imposed by the lease
arrangements and the rent is not determined based on any contingency. There is no escalation
clause in the lease agreements. The lease arrangement is non-cancellable in nature. Details of such
capital assets given on non-cancellable operating lease are disclosed as under:
(` in lacs)
Particulars
Software
Plant & Machinery
Medical Equipments
Furniture & Fittings
Computers
Office Equipments
Vehicles
Total
224
The total lease payments received in respect of such leases recognized in the statement of profit
and loss for the year are ` 954.79 lacs (Previous Year ` 858.25 lacs).
The total of future minimum lease income receivable under the non-cancellable operating leases is
as under:
(` in lacs)
Particulars
Not later than one year
Later than one year but not later than five years
Interest
rate
-
51.00
230.94
191.25
630.55
Base Rate
+ 200 bps
7.25% to
14.25%
March 31,
2013
Non
current
340.31
861.81
177.75
5.39
0.85
229.95
12.75
20.04
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
8. Borrowings
Notes to Consolidate financial statements for the year ended March 31, 2013
408.00
25.92
1,013.00
Interest
rate
March 31,
2013
Non
current
Repayable in
installments of
September 2016.
226
298.15
24.45
1,421.00
86.04
108.41
408.00
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
3,750.00
2,142.84
10,178.59
7,500.00
- 12,500.00
-
78.80
157.21
Interest
rate
March 31,
2013
Non
current
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
Interest
rate
-
3,000.00
4,000.00
March 31,
2013
Non
current
-
228
3,857.00
1,250.03
143.00
1,666.64
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
23.25
338.91
83.79
5,000.00
Interest
rate
March 31,
2013
Non
current
442.23
29.17
90.06
431.03
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
Interest
rate
56.39
883.70
March 31,
2013
Non
current
10,300.00
230
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
605.78
12% to
20.5% p.a.
1,973.67
8,730.60
1.52% to
4.25%
30,274.77
40,713.75 13,571.25
Interest
rate
March 31,
2013
Non
current
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
232
988.33
5,966.16
1,490.14
613.89
708.42
361.14
3.37% to
5.25% p.a.
Total (A)
1,575.95
6,537.00
5.4% to
19.5% p.a.
Interest
rate
March 31,
2013
Non
current
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
Interest
rate
March 31,
2013
Non
current
230.86
1,575.00 17,033.33
180.00
466.67
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
234
257.84
71.74
101.60
88.67
452.71
115.67
250.67
167.55
11.25% to
14.25% p.a.
8% p.a.
10.25% p.a.
9.75% p.a.
9.75% p.a.
BPLR2.25% p.a.
Interest
rate
March 31,
2013
Non
current
256.22
352.27
187.41
710.55
390.00
5,000.00
80.74
92.08
64.48
238.08
92.54
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
476.18
238.10
9,523.81
4,761.90
33,907.11
11.50% p.a.
11.50% p.a.
3.15% p.a.
Total (B)
989.02
4,235.29
3,867.96 29,384.95
1,058.83
3,176.47
11.50% p.a.
Interest
rate
March 31,
2013
Non
current
2,112.74
633.44
264.71
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
Interest
rate
12.97
30.47
15.85
28.41
950.77
525.05
792.44
295.51
17.50
110.78
124.55
12.56
47.55
104.99
March 31,
2013
Non
current
Total (C)
236
64.86
24.87
39.99
1,364.96
977.16
235.26
152.54
83.59
51.21
32.38
1,195.26
1,052.15
98.58
44.53
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
Interest
rate
326.40
1,164.97
4,724.62
4,724.62
326.40
1,164.97
March 31,
2013
Non
current
4,380.64
4,380.64
2,817.62
1,313.01
1,504.61
285.96
97.17
188.79
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
238
Interest
rate
Repayment terms
- 50,944.90
54,285.00
2,500.00
- 50,944.90
2,500.00
2,500.00
54,285.00
2,500.00
March 31,
2013
Non
current
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
Interest
rate
Repayment terms
3,600.00 16,500.00
910.00
3,600.00 16,500.00
910.00
910.00
910.00
March 31,
2013
Non
current
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
240
Interest
rate
March 31,
2013
Non
current
Total (M)
Total (L)
83.20
83.20
50.58
51.16
3,324.13
4,352.56 12,549.36
50.58
8.50
3,315.63
850.22
3,502.34 12,549.36
51.16
Repayment terms
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
Interest
rate
TOTAL (I=A+B+C+D+E+F+G+H+I+J+K+L+M+N+O)
Repayment terms
266.05
266.05
35,376.55
256.33
481,735.76 130,745.14 367,329.71
256.33
- 79,550.41 133,633.69
- 79,550.41 133,633.69
March 31,
2013
Non
current
(` in lacs)
March 31, March 31, March 31,
2013
2012
2012
Current
Non Current
current
Notes to Consolidate financial statements for the year ended March 31, 2013
15%
12.50% to
13.00% per
annum.
Rate of
interest of
2.80% over
base rate
Total (P)
Repayable on demand.
N/A
N/A
Interest rate
N/A
Repayment terms
242
1,344.93
150.96
1,266.05
175.80
2,937.74
1,336.99
56.49
135.54
1,529.02
March 31,
2013
(` in lacs)
March 31,
2012
Notes to Consolidate financial statements for the year ended March 31, 2013
1,347.27
Total (Q)
3,481.09
868.14
11.50% to
13%
N/A
924.25
5.36
11.50% to
13%
N/A
1,264.59
11.50% to
13%
N/A
1,341.91
12.50%
424.11
March 31,
2013
-
Interest rate
N/A
Repayment terms
(` in lacs)
March 31,
2012
Notes to Consolidate financial statements for the year ended March 31, 2013
30,000.00
30,000.00
1,132.61
484.91
41,000.00
1,271.68
Total (R)
41,000.00
(` in lacs)
March 31,
2012
484.91
March 31,
2013
Interest rate
Repayment terms
244
Notes to Consolidate financial statements for the year ended March 31, 2013
Repayment terms
126,759.10
24,744.29
936.53
3,502.97
119,756.13
22,559.63
76.47
6.12
669.57
48.02
94.01
-
3,500.00
188.00
450.00
794.50
30,000.00
794.50
30,000.00
March 31,
2013
(` in lacs)
March 31,
2012
Notes to Consolidate financial statements for the year ended March 31, 2013
246
The facility of ` 2,500 lacs and ` 5,000 lacs were redeemable on July 10, 2012 and June 20, 2012
respectively.
Commercial papers matured with in a period of 6 months ending on June 27, 2012.
Total (X)
Repayment terms
450.00
337.50
1,337.50
283,597.69
337.50
337.50
34,635.23
4,566.29
550.00
1,500.00
3,066.29
40,000.00
47,500.00
7,500.00
March 31,
2013
(` in lacs)
March 31,
2012
Notes to Consolidate financial statements for the year ended March 31, 2013
Notes to Consolidate financial statements for the year ended March 31, 2013
9. Commitments
(` in lacs)
Particulars
Estimated amount of contracts remaining to be executed on capital account
(net of capital advances of ` 16,315.89 lacs (Previous Year ` 2,460.14
lacs))
Estimated amount of contracts remaining to be executed
As at March
31, 2013
3,764.54
As at March
31, 2012
19,842.15
636.93
625.25
As at March
31, 2013
6,010.68
As at March
31, 2012
4,657.95
294.67
501.41
10.00
-
986.62
603.13
11,109.27
9,793.62
770.27
770.27
81.44
81.44
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
248
As at March
31, 2013
4,752.80
A subsidiary of the Company (SRL) is currently under litigation with the
Income tax department against certain income tax demands totaling to
`. 4,752.84 lacs (net of advances) (previous year ` 3,390.12 lacs (net)) in
relation to Assessment years (AY) 2007-08, 2008-09, 2009-10 and 201011 These demands are for non-deduction of withholding taxes on the
payments made by the SRL of discounts to its collection center and certain
other miscellaneous matters, raised by the Income Tax department. SRL
has deposited ` 350.00 lacs against the said demands during the previous
year. For the AY 2006-07, the Income Tax Appellate Tribunal (ITAT) vide
order dated Dec 16, 2011 had passed an order in favour of SRL against the
disallowances of ` 158.20 made by CIT(A) (Previous year ` 158.20 lacs),
The department has filed an appeal with Delhi High Court against the
order passed by ITAT. For the AY 2007-08, 2008-09, 2009-10 and 2010-11,
the management based on its internal evaluation and advice obtained from
its tax advisors is of the opinion that the demand is not tenable and does
not expect any economic outflow. Accordingly, it has filed an appeal against
this order and has not considered need for any provision for the purpose of
preparation of its accounts.
425.75
A subsidiary the Company (SRL) has received order under section 201(1)
and 201(1A) of the Income Tax Act, 1961 from Deputy Commissioner
Income Tax (TDS), Mumbai in relation to Assessment Year 2008-09 and
2009-10 aggregating to ` 29,119,030 and ` 13,456,160 respectively for
non-deduction of taxes in respect to payments covered in Form 24Q and
Form 26Q. The SRLs appeal is pending before CIT (A). The SRL is of the
view that the demand is not tenable and no economic outflow is expected
against the same.
988.84
A subsidiary of the Company (SRL) has received order under section 201(1)
and 201(1A) of the Income Tax Act, 1961 from Income Tax officer (TDS),
Mumbai in relation to Assessment Year 2008-09, 2009-10 aggregating to
` 457.04 and ` 531.80 for non-deduction of taxes under the provisions of
section 194H. The SRLs appeal is pending before CIT (A). SRL is of the
view that the demand is not tenable and no economic outflow is expected
against the same.
27.00
Bank guarantee issued by the one of subsidiary of the company (SRL) as a
security deposit to a customer.
1.25
Bank guarantee issued by joint venture (DDRC SRL Diagnostics Private
Limited) as a security deposit to customer as on March 31, 2013 were
` 2.50 lacs (March 31, 2012 ` 2.32 lacs).
As at March
31, 2012
3,390.12
425.75
988.84
27.00
1.16
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
As at March
31, 2013
166.11
Joint venture ((DDRC SRL Diagnostics Private Limited (DDRC)) is
currently under litigation with the Income Tax department against certain
income tax disallowances amounting to ` 332.23 lacs as on March 31, 2013
(March 31, 2012 ` 122.64 lacs) in relation to assessment year 2008-09, 200910. These disallowances represents non-deduction of TDS on the discount
offered by the DDRC to various hospitals, labs & corporate institutions
which the assessing officer had taken as commission paid, disallowance of
depreciation on goodwill and disallowance of preliminary expenses claimed
under section 35D. The management based on its internal evaluation and
advice obtained from its tax advisors is of the view that the demand is not
tenable and no economic outflow is expected against them.
1,289.81
In respect of an international subsidiary of the Company
(i) Bank Guarantees totaling AUD$ 23.76 lacs in respect of leases of dental
practice premises.
(ii) Interest bearing liabilities have been guaranteed by the members of
the group under a cross guarantee and indemnity and secured by fixed and
floating charges over the assets of the group and mortgages over the shares
which Dental Corporation Holdings Limited owns in its subsidiaries.
232.75
Corporate guarantees given by a subsidiary to banks for lease and loan to
others
91.02
A subsidiary of the Company (EHIRCL) has obtained licenses under the
Export Promotion Credit Guarantee (EPCG) Scheme for importing
capital goods at a concessional rate of Customs Duty against submission
of bank guarantee and bonds.
141.54
Others
As at March
31, 2012
61.32
1,257.97
183.04
200.72
147.46
11. (A) Delhi Development Authority (DDA) vide its Order dated October 6, 2005 (DDA Order) had
terminated the lease deeds and allotment letters of a subsidiary of the Company (EHIRCL). EHIRCL
had filed an Original Miscellaneous Petition (OMP) and Civil Suit in the Honble High Court of Delhi
seeking a declaration that the DDA Order is illegal and praying for a permanent injunction restraining
DDA from dispossessing EHIRCL without the due process of law. The Honble High Court of Delhi
had granted a stay restraining DDA from recovering physical possession of the property and had
made the interim order granted in the OMP absolute till the award is passed. EHIRCL also filed an
application for appointment of sole Arbitrator and reference of disputes to Arbitration in the Honble
High Court of Delhi. The Civil Suit and Arbitration application is pending with the Honble High
Court of Delhi.
(B) The Estate Officer of the DDA issued a show cause notice dated November 9, 2005 and initiated eviction
proceedings against a subsidiary of the Company (EHIRCL). EHIRCL filed a Civil Writ Petition in the
Honble High Court of Delhi challenging the show cause notice issued by the Estate Officer, which
was dismissed by the Honble Single Judge. EHIRCL thereafter had filed Letters Patent Appeal (LPA)
against the above order before the Honble High Court of Delhi. The Division bench of the Honble
High Court of Delhi vide its order dated September 3, 2007 had dismissed the LPA. The Estate Officer
thereafter had issued a notice under section 4(1) of Public Premises Act dated October 8, 2007 to
Notes to Consolidate financial statements for the year ended March 31, 2013
EHIRCL for resuming the proceedings under the said Act. EHIRCL had filed an appeal by way of SLP
in the Honble Supreme Court against the judgement in the LPA matter. The Honble Supreme Court
vide its order dated November 16, 2007 had ordered that proceedings before the Estate Officer may
continue but no final order to be passed. The proceedings are pending with the court of law.
12. Income Tax Matters
(I) In case of EHIRCL, one of the subsidiary of the Company:
(a) The Income Tax Authorities carried out a survey on August 21, 2003 (certain statutory records of a
subsidiary of the Company (EHIRCL) were impounded, which are still in possession of the Authorities),
regarding amalgamation of Escorts Heart Institute and Research Centre, Delhi (Delhi Society) with
a Society at Chandigarh with a similar name (Chandigarh Society), and later on, registration of the
amalgamated Society as a company.
Pursuant to the survey, the Income Tax Authorities have re-opened the assessments of Delhi and
Chandigarh Societies. The Assessing Officer, Delhi completed the reopened assessments of the Delhi
Society for four assessment years i.e. assessment years 1997-98, 1998-99, 1999-00 and 2000-01 wherein,
the exemption availed by the erstwhile Delhi Society by virtue of being an approved scientific research
organization had been withdrawn in respect of these years. The past accumulated income up to March
31, 1996 had been brought to tax and the income of the respective years thereafter had been subjected
to tax as normal business income, hence raising a cumulative demand of ` 10,102.04 lacs (Previous year
` 10,102.04 lacs)[including interest of ` 6,012.57 lacs (Previous year ` 6,012.57 lacs)].
EHIRCL challenged the reopening of assessment for those assessment years before the Honble High
Court of Delhi in a Writ Petition. The Writ Petition for assessment year 1997-98 had been decided in
favour of the EHIRCL vide order dated January 25, 2012. Further, Honble Delhi High Court in its
order dated December 10, 2012 directed that all proceedings for the assessment years 1998-99 to 200001 are liable to be quashed. The appeals filed by the assessee before the CIT(A)-IV, New Delhi against
the aforesaid orders for assessment years 1997-98 to 2000-01 have also been allowed in light of the
orders passed by Delhi High Court.
The Assessing Officer had also assessed the income for assessment year 2001-02, whereby the entire
accumulations and allowances made in earlier years have again been brought to tax, raising a demand
of ` 12,436.90 lacs (Previous year ` 12,436.90 lacs) [including interest of ` 6,946.00 lacs (Previous year
6,946.00 lacs)]. EHIRCL has filed an appeal before the Commissioner of Income Tax (Appeals) Delhi
against this order.
250
(b) The Additional Commissioner of Income Tax, Chandigarh, had also raised a demand of tax in respect
of the EHIRC for the assessment year 2001-02 amounting to ` 5,233.05 lacs (Previous year ` 5,233.05
lacs) and interest thereon amounting to ` 2,915.80 lacs (Previous year 2,915.80 lacs) by treating the
excess of assets over liabilities as short term capital gains on registration of Amalgamated Society
as a company. EHIRCL feels that the above registration does not give rise to transfer of assets and
consequent capital gains and, therefore, preferred an appeal before the Income Tax Appellate Tribunal
(ITAT), Chandigarh. The Tribunal, vide its Order dated March 18, 2008, had remanded the matter back
to the Assessing Officer for fresh adjudication. The Assessing Officer, Delhi completed the assessment
vide order dated March 31, 2010 and raised a fresh demand of `10,532.16 lacs (Previous year ` 10,532.16
lacs) [including interest of ` 5,465.27 lacs (Previous year ` 5,465.27 lacs)]. EHIRCL filed an appeal
before the Commissioner of Income Tax (Appeals), Delhi against the said assessment order of the
Assessing Officer, which is pending disposal.
Notes to Consolidate financial statements for the year ended March 31, 2013
(c) Regular assessment under section 143(3) of Income Tax Act, 1961, had been completed in respect of
EHIRCL for assessment year 2003-04 whereby the assessing officer had raised demands of ` 424.17
lacs (Previous year ` 424.17 lacs) [including interest of ` 35.10 lacs (Previous year ` 35.10 lacs)] by
disallowing the claim of key man insurance premium and holding software development charges as
capital expenditure. The Commissioner of Income Tax (Appeals), ITAT and Delhi High Court have
allowed these claims in favour of EHIRCL. The Income tax department has filed appeal before the
Supreme Court against the order of Delhi High Court.
Further, the Assistant Commissioner of Income Tax, Delhi has passed an order dated March 31, 2010
under sections 154/ 250/ 143(3) of Income Tax Act, 1961 for the assessment year 2003-04 whereby
a demand of ` 22.77 lacs (Previous year ` 22.77 lacs) [including interest of ` 3.95 lacs (Previous year
` 3.95 lacs)] has been raised on to EHIRCL by disallowing partial depreciation on electrical installation
and transformers, UPS etc. Appeal has been filed with the Commissioner of Income Tax (Appeals),
Delhi, against the disallowance made in the assessment order, which is pending disposal.
(d) Regular assessment under section 143(3) of Income Tax Act, 1961, had been completed in respect of
EHIRCL for assessment year 2004-05 whereby the assessing officer had raised demands of ` 404.22
lacs (Previous year ` 404.22 lacs) [including interest of ` 97.55 lacs (Previous year ` 97.55 lacs) by
disallowing the claim of key man insurance premium and holding software development charges as
capital expenditure. The Commissioner of Income Tax (Appeals), ITAT and Delhi High Court have
allowed these claims in favour of EHIRCL. The Income tax department has filed appeal before the
Supreme Court against the order of Delhi High Court, which is pending disposal.
Pursuant to the share purchase agreement, where Company is a party, dated September 25, 2005, the
abovementioned income-tax demands, in respect of (a) and (b) above, are the responsibility of one of
the erstwhile promoters to the extent of ` 9,585.31 lacs (Previous year ` 8,280.09 lacs) [including
interest of ` 3,086.28 lacs (Previous year ` 1,781.07 lacs)], for which necessary funds were deposited in
an escrow account. During the year, Income tax department has recovered the said amount deposited
in the escrow account and has adjusted the amount against the aforesaid tax liability relating to Delhi
Society. Further, as per the share purchase agreement, one third of any excess of these demands after
adjusting the recovery from escrow account would be borne by the said erstwhile promoters and the
rest by the Company, if any. On account of the same EHIRCL has reduced the contingent liabilities by
` 4,461.25 lacs (Previous year ` 5,480.78 lacs).
Assessment for the A.Y. 2004-05 was reopened vide Notice u/s 148 of the Income Tax Act, 1961 and
was completed u/s 143(2) on December 26, 2011 by the Assessing officer - Chandigarh, whereby a
demand of ` 214.67 lacs (Previous year ` 214.67 lacs) was raised by disallowing depreciation amounting
to ` 349.30 lacs (Previous year ` 349.30 lacs) on assets acquired from erstwhile Chandigarh Society and
treating the sale consideration as profit on sale of such assets and working out capital gain amounting
to ` 13.85 lacs (Previous year ` 13.85 lacs) and including the same in income. An appeal had been filed
before the Commissioner of Income-tax (Appeals) Chandigarh, which was dismissed. EHIRCL has
filed appeal before ITAT, which is pending disposal.
(e) Regular assessment under section 143 (3) of Income Tax Act, 1961, had been completed in respect of
EHIRCL for assessment year 2005-06 whereby the assessing officer had raised a demand of ` 282.03
lacs (Previous year ` 282.03 lacs) [including interest of ` 56.79 lacs (Previous year ` 56.79 lacs)] on
EHIRCL by disallowing the claim of key man insurance premium and holding software development
charges as capital expenditure. EHIRCL had filed an appeal with the Commissioner of Income Tax
(Appeals) against the order of the Assessing Officer. The Commissioner of Income Tax (Appeals) vide
its order dated October 31, 2008 had allowed partial relief to EHIRCL and had confirmed the balance
Notes to Consolidate financial statements for the year ended March 31, 2013
amount of demand raised by assessing officer. EHIRCL filed an appeal with ITAT against the order
of Commissioner of Income Tax (Appeals) which has been allowed in favour of EHIRCL and both
the disallowances were deleted. The Income Tax Department also filed an appeal before the ITAT
against the order of Commissioner of Income Tax (Appeals), which has been dismissed. The Income
Tax Department has filed an appeal with the Honble High Court of Delhi against the order of the
ITAT, which has been decided in favour of EHIRCL. The department has filed further appeal before the
Supreme Court against the order of Delhi High Court.
252
(f) Regular assessment under section 143 (3) of Income Tax Act, 1961, had been completed in respect of
EHIRCL for assessment year 2006-07 whereby the assessing officer had raised a demand of ` 305.16
lacs (Previous year ` 305.16 lacs) [including interest of ` 44.23 lacs (Previous year ` 44.23 lacs)]
on EHIRCL by disallowing the claim of keyman insurance premium. EHIRCL had filed an appeal
with the Commissioner of Income Tax (Appeals), Delhi against the order of the assessing officer. The
Commissioner of Income Tax (Appeals) vide its order dated July 23, 2009 had allowed partial relief to
EHIRCL and had confirmed the balance amount of demand raised by assessing officer. EHIRCLfiled
an appeal with ITAT against the order of Commissioner of Income Tax (Appeals) which has been
allowed in favour of EHIRCL. The Income Tax Department also filed an appeal before the ITAT
against the order of Commissioner of Income Tax (Appeals), which has been dismissed. The Income
Tax Department had filed an appeal with the Honble High Court of Delhi against the order of the
ITAT, which has been decided in favour of EHIRCL. Department has further filed appeal before the
Supreme Court against the said orders of Delhi High Court which is yet to be fixed.
Assessment for the A.Y. 2005-06 was reopened vide Notice u/s 148 of the Income Tax Act, 1961 and
was completed u/s 143(2) on December 26, 2011 by the Assessing officer - Chandigarh, whereby a
demand of ` 83.16 lacs (Previous year ` 83.16 lacs) was raised by disallowing depreciation amounting
to ` 270.40 lacs (Previous year ` 270.40 lacs) on assets acquired from erstwhile Chandigarh Society and
treating the sale consideration as profit on sale of such assets and working out capital gain amounting
to ` 6.40 lacs (Previous year ` 6.40 lacs) and including the same in income. An appeal had been filed
before the Commissioner of Income-tax (Appeals) Chandigarh, which was dismissed. EHIRCL has
filed appeal before ITAT, which is pending disposal.
Assessment for the A.Y. 2006-07 was reopened vide Notice u/s 148 of the Income Tax Act, 1961 and
was completed u/s 143(2) on December 26, 2011 by the Assessing officer - Chandigarh, whereby a
demand of ` 99.33 lacs (Previous year ` 99.33 lacs) was raised by disallowing depreciation amounting
to ` 136.43 lacs (Previous year ` 136.43 lacs) on assets acquired from erstwhile Chandigarh Society and
treating the sale consideration as profit on sale of such assets and working out capital gain amounting
to ` 18.79 lacs (Previous year ` 18.79 lacs) and including the same in income. An appeal had been filed
before the Commissioner of Income-tax (Appeals) Chandigarh, which was dismissed. EHIRCL has
filed appeal before ITAT, which is pending disposal.
(g) Regular assessment under section 143 (3) of Income Tax Act, 1961, had been completed in respect
of EHIRCL for assessment year 2007-08 vide order dated December 24, 2009, whereby the assessing
officer had raised a demand of ` 96.90 lacs (Previous year ` 96.90 lacs) [including interest of ` 0.76 lacs
(Previous year ` 0.76 lacs) on EHIRCL by disallowing the claim of key man insurance premium and
software development charges. The Commissioner of Income Tax (Appeals) Delhi, ITAT and Delhi
High Court have allowed these claims in favour of EHIRCL. The Income tax department has filed
appeal before the Supreme Court against the order of Delhi High Court, which is pending disposal.
Assessment for the A.Y. 2007-08 was reopened vide Notice u/s 148 of the Income Tax Act, 1961 and
was completed u/s 143(2) on December 26, 2011 by the Assessing officer - Chandigarh, whereby a
Notes to Consolidate financial statements for the year ended March 31, 2013
demand of ` 56.48 lacs (Previous year ` 56.48 lacs) was raised by disallowing depreciation amounting
to ` 115.96 lacs (Previous year ` 115.96 lacs) on assets acquired from erstwhile Chandigarh Society and
treating the sale consideration as profit on sale of such assets and working out capital gain amounting
to ` 10.31 lacs (Previous year ` 10.31 lacs) and including the same in income. An appeal has been filed
before the Commissioner of Income-tax (Appeals) Chandigarh, which was dismissed. EHIRCL has
filed appeal before ITAT, which is pending disposal.
(h) Regular assessment under section 143 (3) of Income Tax Act, 1961, had been completed in respect of
EHIRCL for assessment year 2008-09 vide order dated December 31, 2010, whereby the Assessing
Officer had made additions of ` 407.94 lacs (Previous year ` 407.94 lacs) including a sum of ` 307.63
lacs (Previous year ` 307.63 lacs) out of interest expenses holding that outstanding against group
companies/subsidiaries were not for business purposes and a sum of ` 100.30 lacs (Previous year
` 100.30 lacs) out of the depreciation claimed by EHIRCL on its assets. Thus, reducing the loss from
` 2,955.28 lacs (Previous year ` 2,955.28 lacs) to ` 2,547.34 lacs (Previous year ` 2,547 lacs). An appeal
has been filed with the Commissioner of Income Tax (Appeals), Delhi, against the disallowance made
in the assessment order, which is pending disposal.
(i) The Assessing Officer (TDS) - Jaipur had passed an order dated February 10, 2010, in respect of
EHIRCL for the assessment years 2008-09 and 2009-10, thereby raising demands of ` 16.74 lacs
(Previous year ` 16.74 lacs) and ` 0.37 lacs (Previous year ` 0.37 lacs) respectively on account of non
deduction of tax on blood processing charges and payments for managing pharmacy to Fortis Health
world Limited and deduction of tax under section 194J of Income Tax Act, 1961 instead of section
192 on payments made to retainer doctors. An appeal was filed before the Commissioner of Incometax (Appeals) Jaipur and was decided vide order dated January 4, 2011 thereby giving partial relief
to EHIRCL and the demand raised has been brought down to from ` 1,673,906 (Previous year ` 16.74
lacs) to ` 5.61 lacs (Previous year ` 5.61 lacs) as per order dated December 7, 2011. EHIRCL on protest
had paid a sum of ` 8.37 lacs (Previous year ` 5.61 lacs) and subsequent to appeal effect order, a refund
has been received amounting to ` 3.36 lacs (Previous year Nil).
The company filed an appeal before the Income-tax Appellate Tribunal, Jaipur against balance issues
confirmed vide said orders of CIT(A). Department is also in appeal before ITAT against said orders of
CIT(A). Both the appeals are pending disposal.
(j) Regular assessment under section 143 (3) of Income Tax Act, 1961, had been completed in respect of
EHIRCL for assessment year 2009-10, whereby the assessing officer had raised a demand of ` 109.03
lacs (Previous year ` 109.03 lacs) [including interest of ` 23.24 lacs (Previous year ` 23.24 lacs)] by
making (i) disallowance u/s 36(1)(iii) ` 307.89 lacs (Previous year ` 296.53 lacs), (ii) disallowance of
depreciation - ` 69.70 lacs (Previous year ` 69.70 lacs), (iii) adding profit on sale of assets - ` 20.78 lacs
(Previous year ` 20.78 lacs), (iv) disallowance u/s 14A - ` 54.69 lacs (Previous year ` 54.69 lacs), (v)
disallowance of short term capital loss - ` 592.80 lacs (Previous year ` 592.80 lacs) and (vi) addition of
exempt income ` 640.10 lacs (Previous year ` 640.10 lacs). An appeal was filed with the Commissioner
of Income Tax (Appeals), Chandigarh, against the disallowances made in the assessment order, which
was turned down. EHIRCL has filed appeal before ITAT, which is pending disposal.
(k) Regular assessment under section 143 (3) of Income Tax Act, 1961, has been completed in respect of
EHIRCL for assessment year 2010-11, whereby the assessing officer has raised a demand of ` 83.25
lacs (Previous year nil) by making i) disallowance u/s 36(1)(iii) ` 33.67 lacs (Previous year nil), ii)
disallowance of depreciation -` 59.14 lacs (Previous year nil) and iv) adding profit on sale of assets
` 6.31 lacs (Previous year nil). An appeal has been filed before the Commissioner of Income-tax
(Appeals) XIII, New Delhi.
Notes to Consolidate financial statements for the year ended March 31, 2013
In case of the Company, The DCIT- (TDS) - Chandigarh had passed an order dated March 22, 2013,
u/s 201(1)/201(1A) for the assessment years 2010-11 and 2011-12, thereby raising demands of
` 239.92 (Previous year nil) and ` 261.49 lacs (Previous year nil) respectively on account of deduction of tax
under section 194J of Income Tax Act, 1961 instead of section 192 on payments made to retainer doctors.
Subsequent to March 31, 2013 Company has filed appeals with the Commissioner of Income Tax (Appeals),
Chandigarh on April 22, 2013 which is pending for disposal.
In view of the management, the eventual outcome of the above matters cannot presently be reliably estimated
as the matters are subjudice.
13. The Commissioner of Customs (Import and General), Delhi had raised a demand on a subsidiary of the
Company (EHIRCL) of ` 770.27 lacs (Previous year ` 770.27 lacs (including ` 347.64 lacs as penalty for
mis-declaration of the imported surgical machine with a redemption fine of ` 75.00 lacs for release of the
said machine) on June 8, 2007. The mis-declaration refers to the classification of the underlying machine
for customs duty purposes. EHIRCL had filed a stay application with the Central Excise and Service Tax
Appellate Tribunal against the above order and deposited ` 347.64 lacs under protest. The matter is pending
for decision with the Tribunal.
254
Based on discussions with the solicitors/ favourable decisions in similar cases/ legal opinions taken by the
Company, the management believes that the Company has a good chance of success in the case and hence,
no provision there against is considered necessary.
14. i)
The Assistant Collector of Customs had issued an assessment order in earlier year raising a demand
of ` 330.39 lacs (Previous year ` 330.39 lacs) holding the EHIRCL, a subsidiary of the company to be
a commercial establishment in relation to the import of medical equipments, spares and consumables.
EHIRCL had filed an appeal with the Collector of Customs (Appeals), against the order of the Assistant
Collector of Customs, which has been rejected. EHIRCL filed a further appeal and an application for
stay before the Central Excise and Service Tax Appellate Tribunal. The Tribunal had ordered for the
stay and had asked EHIRCL to deposit a sum of ` 150.00 lacs (Previous year 150.00 lacs) with the
customs authority. EHIRCL had deposited the amount with the customs authority and has also made a
provision of ` 330.39 (Previous year ` 330.39) lacs in the books of accounts. The matter is still pending
with the Tribunal.
ii) Further, one of the subsidiary, FHsL has created provision of ` 166.49 lacs in the financial year ended
March 31, 2011 for custom duty demand in relation to import of medical equipment .
(i) The Company has provided share-based payment scheme to the eligible employees and directors of
the Company/its subsidiaries. During the year ended March 31, 2008, 458,500 options (Grant I) were
granted to the employees under Plan A. Under the same plan, 33,500 options (Grant II) were granted
to the employees during the year ended March 31, 2009, 763,700 (Grant III) during the year ended
March 31, 2010, 1,302,250 options (Grant IV) were granted during the year ended March 31, 2011 and
200,000 options (Grant V) were granted during the previous year. During the previous year 4,050,000
options (Grant VI) were granted under Plan B. The Company has granted these options under Equity
Settlement method and there are no conditions for vesting other than continued employment with the
Notes to Consolidate financial statements for the year ended March 31, 2013
Company. The weighted average share price of the Company during the year was ` 101.52 (previous
year ` 132.54). As at March 31, 2013, the following scheme was in operation:
Particulars
Date of grant
Date of Board Approval
Date of Shareholders
approval
Number of options
granted
Vesting Period
Exercise Period up to
February
October
13, 13, 2009
2009 to to October
February 12, 2013
12, 2013
12-Feb-18 12-Oct-18
763,700
1,302,250
200,000
4,050,000
The details of activity under the Plan have been summarized below:
Particulars
33,500
The details of exercise price for stock options outstanding at the end of the year are as under:
Particulars
Range of exercise prices
Number of options outstanding
Weighted average remaining contractual life of options (in years)
Weighted average exercise price (in `)
` 50.00 to
` 158.00
4,535,330
6.09
117.40
` 50.00 to
` 158.00
5,975,810
7.10
33.45
Notes to Consolidate financial statements for the year ended March 31, 2013
The weighted average fair value of stock options granted during the year is ` Nil (Previous Year
` 26.60). The Black - Scholes valuation model has been used for computing the weighted average fair
value considering the following inputs:
Particulars
Exercise Price
` 50.00 to
` 158.00
6.42% to 34%
Expected Volatility
6.5 years
Life of the options granted (Vesting and exercise period) in years
Expected dividends
7.50% to 8.70%
Average risk-free interest rate
Expected dividend rate
` 50.00 to
` 158.00
6.42% to 34%
6.5 years
7.50% to 8.70%
-
Expected volatility has been determined considering the daily volatility of the stock prices on National
Stock Exchange, over a period prior to the date of grant, corresponding with the expected life of the
options.
The fair value of total option outstanding at the year end is ` 1,547.03 lacs (Previous Year ` 1,998.82
lacs) and these shall vest over a period of 3-5 years. Accordingly, the charge for the current year in
relation to employee stock compensation on a straight line basis under fair value method would have
been ` 412.17 lacs (Previous Year ` 538.49 lacs).
256
(ii) One of the subsidiaries, Dental Corporation Holdings Limited (DC), operates an employee share
option plan (ESOP). The vesting period of the option ranges from nine months to three years from
the grant date. The exercise price of the options is equal to the estimated market price of the DC
shares on the date of grant. The contractual life of the options ranges from one to five years. These
options were granted under equity settlement method and there are no conditions for vesting other
than continued employment with DC. As at March 31, 2012, 23,412,560 numbers of options were
outstanding with vesting period ranging from nil to 52 months and excisable period up to June 30,
2016.
There has been no cancellation or modification to the ESOP during the year.
31-Mar-13
Number of
Weighted
options
average
exercise
price per
share (AUD)
23,412,560
1.97
-
31-Mar-12
Number of
Weighted
options
average
exercise price
per share
(AUD)
23,412,560
1.97
-
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
31-Mar-13
Number of
Weighted
options
average
exercise
price per
share (AUD)
23,412,560
1.97
17,140,860
1.93
2.90
n/a
0.17
n/a
n/a
The details of exercise price for stock options outstanding at the end of the period are as under:
Particulars
Range of exercise prices (AUD)
Number of options outstanding
Weighted average remaining contractual life of options (in
years)
Weighted average exercise price (in AUD$)
n/a
31-Mar-12
Number of
Weighted
options
average
exercise price
per share
(AUD)
23,412,560
1.97
16,807,560
1.94
3.90
n/a
31-Mar-13
0.95 to 3.39
23,412,560
2.90
31-Mar-12
0.95 to 3.39
23,412,560
3.90
1.97
1.97
iii) One of the subsidiary of the Company, FMHL 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 FMHL
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 FMHL subject to the approval of shareholders of the
FMHL in general meeting.
Notes to Consolidate financial statements for the year ended March 31, 2013
31-Mar-13
31-Mar-12
No. of options WAEP (`) No. of options WAEP (`)
295,000
26.20
295,000
26.20
15,000
280,000
70,000
26.20
26.20
295,000
73,750
26.20
26.20
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 ` 10. (31 March 2012: ` 10)
The weighted average fair value of stock options granted during the year was ` 13.45 (31 March
2012: ` 13.45). The Black Scholes valuation model has been used for computing the weighted average
fair value considering the following inputs:
258
31-Mar-13
Nil
67.42%
7.50%
Nil
31-Mar-12
Nil
67.42%
7.50%
Nil
26.20
26.20
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.
(iv) In respect of one subsidiary SRL, the shareholders of that company vide their resolution dated
August 17, 2009 granted approval to Super Religare Laboratories Limited Employee Stock Option
Plan 2009 (the Scheme). The grant date for the options is August 22, 2009. Under the said Scheme
1,517,470 options of the equity shares of the SRL have been granted to the employees of the SRL at
an exercise price of ` 40 per share and the following are the Scheme details:
Date of grant
Date of Board Approval
Date of Shareholders approval
Number of options granted
Method of Settlement (Cash/Equity)
Vesting Period
Exercise Period
22-Aug-09
22-Aug-09
17-Aug-09
1,517,470
Equity
Over three year- August 22, 2010 to August 22, 2012
Up to August 21, 2019
Notes to Consolidate financial statements for the year ended March 31, 2013
The details of activity under the plan have been summarized below:-
161,390
1,046,220
1,046,220
-
40
40
40
1,095,256
1,095,256
-
40
40
40
The details of the exercise price of stock options outstanding at the end of the year are
Range of exercise price
Number of options outstanding
Weighted average remaining contractual life of options
Weighted average exercise price
31-Mar-13
40
1,046,220
6.4 years
40
31-Mar-12
40
1,095,256
7.4 years
40
The weighted average fair value of stock options granted during the year was ` 20.54. The black
scholes option valuation model has been used for computing the weighted average fair value considering
the following inputs.
March 31,
2013
40.00
45%
5.50
6.87%
-
March 31,
2012
40.00
45%
5.50
6.87%
-
In March 2005, the ICAI has issued a guidance note on Accounting for Employees Share Based
Payments applicable to employee based share plan, the grant date in respect of which falls on or after
April 1, 2005. The said guidance note requires the Performa disclosures of the impact of the fair
Notes to Consolidate financial statements for the year ended March 31, 2013
value method of accounting of employee stock compensation accounting in the financial statements.
Applying the fair value based method defined in the said guidance note, the impact on the reported
net profit and earnings per share would be as follows:
(` in lacs)
Particulars
Profit/Loss as reported
Add: Employee stock compensation under intrinsic value
method
Less: Employee stock compensation under fair value method
Performa profit
Earnings Per Share (In `)
Basic
- As reported
- Pro forma
Diluted
- As reported
- Pro forma
260
31-Mar-13
49,993.60
-
31-Mar-12
7,222.15
-
(453.09)
49,540.51
(538.49)
6,683.67
12.34
12.23
1.78
1.65
12.34
12.22
1.78
1.65
16. a) A subsidiary of the Company, Lalitha Healthcare Private Limited (LHPL), has incurred losses
of ` 114.41 (Previous year ` 151.69 lacs) during the current year and has accumulated losses
of ` 1,284.50 (Previous year ` 1170.09 lacs) as at March 31, 2013, which has resulted in complete
erosion of LHPLs net worth. In view of the expected improvement in the financial results projected
by the management and the commitment of continued financial support by the shareholders, the
accounts of LHPL have been prepared on a going concern basis.
b) A subsidiary of the Company, Hiranandani Healthcare Private Limited (HHPL), has incurred profit
of ` 253.66 lacs (Previous year ` 528.12 lacs) during the current year and has accumulated losses
of ` 5,380.72 (Previous year ` 5,634.58 lacs) as at March 31, 2013, which has resulted in complete
erosion of HHPLs net worth. In view of the expected improvement in the financial results projected
by the management and the commitment of continued financial support by the shareholders, the
accounts of HHPL have been prepared on a going concern basis.
c) A subsidiary of the Company, Fortis Health Staff Limited (FHSL), has incurred profit of
` 107.61 lacs (previous year loss of ` 52.50 lacs) during the current year and has accumulated losses
of ` 1,371.40 lacs (Previous year ` 1,479.01 lacs) as at March 31, 2013, which has resulted in complete
erosion of FHSLs net worth. In view of the commitment of continued financial support by the
shareholders, the accounts of FHSL have been prepared on a going concern basis.
d) A subsidiary of the Company, Fortis Health Management (West) Limited (FHM(W)L), has incurred
loss of ` 11.02 lacs (Previous year loss of ` 17.68 lacs) during the current year and has accumulated
losses of ` 28.70 lacs (Previous year ` 17.68 lacs) as at March 31, 2013, which has resulted in complete
erosion of FHM(W)Ls net worth. In view of the commitment of continued financial support by the
shareholders, the accounts of FHM(W)L have been prepared on a going concern basis.
e) A subsidiary of the Company, Fortis Health Management (South) Limited (FHM(S)L), has incurred
loss of ` 61.88 lacs (Previous year loss of ` 3.92 lacs) during the current year and has accumulated
losses of ` 65.80 lacs (Previous year ` 3.92 lacs) as at March 31, 2013, which has resulted in complete
Notes to Consolidate financial statements for the year ended March 31, 2013
erosion of FHM(S)Ls net worth. In view of the commitment of continued financial support by the
shareholders, the accounts of FHM(S)L have been prepared on a going concern basis.
f)
A subsidiary of the Company, Fortis Health Management C-Doc Limited (C-Doc), has incurred loss
of ` 561.72 lacs (Previous year profit of ` 4.43 lacs) during the current year and has accumulated
losses of ` 588.26 lacs (Previous year ` 26.54 lacs) as at March 31, 2013, which has resulted in
complete erosion of C-Docs net worth. In view of the commitment of continued financial support
by the shareholders, the accounts of C-Doc have been prepared on a going concern basis.
g)
A subsidiary of the Company, Fortis Health Management (East) Limited (FHM(E)L), has incurred
loss of ` 67.62 lacs (Previous year loss of ` 7.87 lacs) during the current year and has accumulated
losses of ` 75.49 lacs (Previous year ` 7.87 lacs) as at March 31, 2013, which has resulted in complete
erosion of FHM(E)Ls net worth. In view of the commitment of continued financial support by the
shareholders, the accounts of FHM(E)L have been prepared on a going concern basis.
h) A subsidiary of the Company, Fortis Health Management (North) Limited (FHM(N)L), has
incurred loss of ` 11,864.25 lacs (Previous year profit of ` 4,629.98 lacs) during the current year
and has accumulated losses of ` 7,234.37 lacs (Previous year accumulated profit ` 4,629.98 lacs) as
at March 31, 2013, which has resulted in complete erosion of FHM(N)Ls net worth. In view of the
commitment of continued financial support by the shareholders, the accounts of FHM(N)L have
been prepared on a going concern basis.
i)
A joint venture of the Company, Fortis Cauvery (Cauvery), has incurred loss of ` 316.75 lacs
(Previous year loss of ` 123.98 lacs) during the current year and has accumulated losses of ` 440.72
lacs (Previous year accumulated loss ` 123.98 lacs) as at March 31, 2013. In view of the commitment
of continued financial support by the partners, the accounts of Cauvery have been prepared on a
going concern basis.
j)
A subsidiary of the Company, Fortis Healthcare Pte Limited (FAHPL), has incurred loss of
` 7,685.26 lacs (Previous year loss of ` 227.14 lacs) during the current year and has accumulated
losses of ` 5,866.27 lacs (Previous accumulated profit ` 1,818.99 lacs) as at March 31, 2013. In view
of the commitment of continued financial support by the shareholders, the accounts of FAHPL have
been prepared on a going concern basis.
k) A subsidiary of the Company, Fortis Healthcare International Limited (FHIL), has incurred
profit of ` 3,498.21 lacs (Previous year profit of ` 371.79 lacs) during the current year and has
accumulated losses of ` 2,029.52 lacs (Previous year ` 5,527.73 lacs) as at March 31, 2013. In view of
the commitment of continued financial support by the shareholders, the accounts of FHIL have been
prepared on a going concern basis.
l)
A subsidiary of the Company, Fortis Healthcare International Pte Limited (FHIPL), has incurred
loss of ` 24,217.10 lacs (Previous year profit of ` 1,668.97 lacs) during the current year and has
accumulated losses of ` 46,914.06 lacs (Previous year ` 22,696.96 lacs) as at March 31, 2013. In view
of the commitment of continued financial support by the shareholders, the accounts of FHIPL have
been prepared on a going concern basis.
The Group companies have 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 gratuity plan for
two subsidiaries of the Company is 100% funded with an insurance policy with Life Insurance Corporation
of India.
Notes to Consolidate financial statements for the year ended March 31, 2013
262
The companies of the Group also provides leave encashment benefit to its employees, which is unfunded.
The following table summarizes the components of net employee benefit expenses recognized in the
consolidated statement of profit and loss:
(` in lacs)
Particulars
Gratuity
(Unfunded)
2012-2013
Gratuity
(Funded)
2012-2013
Gratuity
(Unfunded)
2011-2012
Gratuity
(Funded)
2011-2012
503.23
168.49
(2.43)
284.47
94.50
33.48
(35.03)
1.21
47.17
413.19
136.85
(0.60)
(65.33)
48.24
21.35
(22.38)
9.42
953.76
-
141.33
-
484.11
-
56.63
-
2,819.27
(2,819.27)
(2,819.27)
624.49
409.31
(215.18)
(215.18)
2,085.70
(2,085.70)
(2,085.70)
403.45
395.46
(7.99)
(7.99)
2,085.17
(36.42)
403.45
-
1,633.54
340.14
77.41
281.97
503.23
168.49
-
94.50
33.48
-
413.19
136.85
(193.90)
48.24
21.35
-
(2.43)
(183.24)
284.47
1.21
(14.32)
106.17
(0.60)
(30.87)
(147.32)
(65.33)
(29.59)
4.07
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Gratuity
(Unfunded)
2012-2013
2,819.27
Gratuity
(Funded)
2012-2013
624.49
Gratuity
(Unfunded)
2011-2012
2,085.70
Gratuity
(Funded)
2011-2012
403.45
395.46
-
181.91
145.04
35.03
19.94
(11.15)
(29.97)
409.31
26.84
70.48
(23.47)
(5.34)
395.46
The Principal assumptions used in determining gratuity obligation for the Groups plan are shown
below:
Particulars
In case of FHL, FHTL, IHL, EHSSHL
Discount rate
Expected rate of return on plan assets
Expected rate of salary increase
Mortality table referred
As at March 31,
2013
As at March 31,
2012
8.00%
NA
7.50%
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.60%
NA
7.50%
LIC (1994-96) duly
modified
18%
6%
2%
18%
6%
2%
8.00%
NA
3.75%
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.60%
NA
3.75%
LIC (1994-96) duly
modified
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
264
As at March 31,
2013
As at March 31,
2012
6%
2%
1%
6%
2%
1%
8.00%
NA
3.75%
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.60%
NA
3.75%
LIC (1994-96) duly
modified
6%
2%
1%
6%
2%
1%
8.45%
NA
10.00% p.a for first
3 years and 8.00%
p.a thereafter
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.45%
NA
10.00% p.a for first 3
years and 8.00% p.a
thereafter
LIC (1994-96) duly
modified
10%
5%
NA
NA
3%
2%
10%
5%
NA
NA
3%
2%
8.00%
9.25%
7.50%
8.60%
9.25%
7.50%
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Mortality table referred
As at March 31,
2013
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
As at March 31,
2012
LIC (1994-96) duly
modified
18%
6%
2%
18%
6%
2%
8%
NA
10% for first
3 years & 8%
thereafter
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.45%
NA
10% for first 3 years
& 8% thereafter
10%
5%
3%
2%
10%
5%
3%
2%
8.00%
9.25%
3.75% - 7.50%
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.60%
9.25%
3.75% - 7.50%
LIC (1994-96) duly
modified
6% - 18%
2% - 6%
1% - 2%
6% - 18%
2% - 6%
1% - 2%
8.00%
NA
8.45%
NA
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
266
As at March 31,
2013
10.00% p.a for first
3 years and 8.00%
p.a thereafter
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
As at March 31,
2012
10.00% p.a for first 3
years and 8.00% p.a
thereafter
LIC (1994-96) duly
modified
10%
5%
3%
2%
10%
5%
3%
2%
8.00%
NA
10.00% p.a for first
3 years and 8.00%
p.a thereafter
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.45%
NA
10.00% p.a for first 3
years and 8.00% p.a
thereafter
LIC (1994-96) duly
modified
10%
5%
3%
2%
10%
5%
3%
2%
8.00%
8.45%
NA
NA
10.00% p.a for first
10.00% p.a for first
3 years starting 3 years starting from
from April 1, 2012
April 1, 2012 and
and 8.00% p.a 8.00% p.a thereafter
thereafter
Indian Assured
LIC (1994-96) duly
Lives Mortality
modified
(2006-08)
(Modified) ULT.
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Withdrawal rate/ Employee Turnover Rate
Upto 30 years
From 31 to 44 years
Above 44 years
In case of C-Doc
Discount rate
Expected rate of return on plan assets
Expected rate of salary increase
Mortality table referred
As at March 31,
2013
As at March 31,
2012
18%
5%
3%
18%
5%
3%
8.00%
NA
7.50%
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
8.60%
NA
7.50%
LIC (1994-96) duly
modified
18%
6%
2%
18%
6%
2%
8.13% - 8.18%
8.00%
6.50%
LIC (1994-96)
ultimate
8.50% - 8.61%
8.00%
6.50%
LIC (1994-96)
ultimate
3%
2%
1%
3%
2%
1%
8.07%
4.00%
LIC (1994-96)
ultimate
8.67%
4.00%
LIC (1994-96)
ultimate
4%
4%
4%
4%
4%
4%
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
In case of FHM(E)L
Discount rate
Expected rate of return on plan assets
Expected rate of salary increase
Mortality table referred
As at March 31,
2013
As at March 31,
2012
8.00%
7.50%
Indian Assured
Lives Mortality
(2006-08)
(Modified) ULT.
N/A
N/A
N/A
N/A
18%
6%
2%
N/A
N/A
N/A
Amounts for the current and the previous four years are as follows:March 31,
2013
Defined benefit obligation at the end (3,443.77)
of the period
409.31
Plan assets at the end of the period
(3,034.45)
Funded status
(245.41)
Experience gain/ (loss) adjustment
on plan liabilities
(29.97)
Experience gain/ (loss) adjustment
on plan assets
(52.84)
Actuarial gain/ (loss) due to change
on assumptions
268
Year ending
March 31, March 31, March 31,
2012
2011
2010
(2,489.14) (1,740.00) (1,351.98)
March 31,
2009
(912.91)
395.46
(2,093.69)
(72.47)
181.91
(1,558.09)
(139.94)
146.52
(1,205.46)
(24.05)
109.96
(802.95)
(69.53)
(17.29)
0.28
0.86
8.57
57.93
17.82
211.01
Notes:
1. The estimates of future salary increases, considered in actuarial valuation, takes account of inflation,
seniority, promotion and other relevant factors, such as supply and demand in the employment
market.
2. The Fortis Groups 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.
3. The group has invested in the schemes with Life Insurance Corporation of India for the plan assets.
18. During the financial year 2010-11, the Company had issued 1,000 5% Foreign Currency Convertible Bonds
of US Dollar 100,000 each aggregating to US Dollar 100,000,000 due 2015 (the Bonds). These Bonds
are listed on the Euro MTF market of the Luxembourg Stock Exchange. The Bonds are convertible at the
Notes to Consolidate financial statements for the year ended March 31, 2013
option of the holder at any time on or after May 18, 2013 (or such earlier date as is notified to the holders
of the Bonds by the Company) up to May 11, 2015 into fully paid equity shares with full voting rights at
par value of ` 10 each of the Company (Shares) at an initial Conversion Price (as defined in the Terms
& Conditions of the Bonds) of ` 167 with 26,922.1557 shares being issued per Bond with a fixed rate of
exchange on conversion of ` 44.96 = US Dollar 1.00. The Conversion Price is subject to adjustment in
certain circumstances.
The Bonds may otherwise be redeemed, in whole or in part, at the option of the Company and holders of
the bonds, before the maturity date subject to satisfaction of certain conditions.
Subject to the prior approval of the RBI (or any other statutory or regulatory authority under applicable
laws and regulations of India) if required, the Bonds may be redeemed, in whole but not in part, at the
option of the Company at any time on or after 18 May 2013 (subject to the Company having given at least
30 days notice) at 100 percent of their aggregate principal amount plus accrued but unpaid interest if
the closing price of the Shares on each trading day with respect to the shares for a period of at least 30
consecutive such trading days is equal to or greater than 130 per cent of the Accreted Conversion Price
(as defined in the terms and conditions of the Bonds).
The Bonds may also be redeemed in whole, but not in part, at the option of the Company subject to
satisfaction of certain conditions including obtaining Reserve Bank of India (RBI) approval, at certain
early redemption amount, as specified, on the date fixed for redemption in the event of certain changes
relating to taxation in India.
Unless previously redeemed, converted or purchased and cancelled, the Bonds will be redeemed by
the Company in US Dollars on May 18, 2015 at 103.1681 per cent of its principal amount. Since the
redemption of bonds is contingent upon its non-conversion into Equity Shares and the probability of
redemption cannot presently be ascertained, the Company has not provided for the proportionate premium
on redemption for the period up to March 31, 2013 amounting to ` 986.62 lacs (Previous Year ` 603.13
lacs). Such premium has been disclosed as contingent liability. These Bonds are considered a monetary
liability and are redeemable only if there is no conversion before maturity date.
Exchange Rate at March 31, 2013 considered for restatement of the Bonds at the year end was ` 54.285=
US Dollar 1 (` 54.9449 = US Dollar 1 at March 31, 2012).
19. Goodwill arising on consolidation appearing in consolidated financial statements is after netting off
Capital Reserve aggregating to ` 1,288.53 lacs and `. Nil (Previous year ` Nil and ` 103.12) arise on the
acquisition of FMHL and FHTL, subsidiaries of the Company.
20. During the previous year, certain shareholders of the SRL had agreed to gift 1,500,000 shares of the
SRL to some employees/ directors and consultants of SRL in lieu of motivating them and retaining them
over the balance period of engagement agreement with them or for 3 years from the date of execution
of gift deed signed with them dated July 7, 2011, whichever is higher. The shares are transferred by
the shareholders of SRL in an escrow account which is managed, controlled and operated solely by the
escrow agent, in accordance with the provisions of the escrow agreement. At the expiry of the term as
mentioned above and on satisfaction of conditions mentioned in the respective gift deeds, the shareholders
shall direct the escrow agent to release the subjected shares in favor of such employees/ directors and
consultants of SRL. The SRL or its subsidiary does not have any settlement/ other obligation under the
arrangements either towards employees/ directors and consultants or shareholders. The Guidance Note
on Accounting for Employee Share-based Payments does not provide any specific guidance on accounting
of grant of shares by the shareholders. Hence, in the absence of any specific guidance, SRL has not
accounted/ disclosed for the grant.
Notes to Consolidate financial statements for the year ended March 31, 2013
270
21. Included in the note no. 4(xix) rental security deposit amounting to ` 158.54 lacs outstanding from a party
in relation to a building vacated by SRL more than 12 months ago, which based on legal action and advice
taken as well as managements engagement with the said party is considered good and fully recoverable
by the management. Although aged, management does not consider need to make any provision for these
recoverable deposits.
22. During the year, the Group has capitalized the following expenses of revenue nature to the cost of fixed
asset/ capital work in progress (CWIP). Consequently, expenses disclosed under the respective notes are
net of amount capitalized by the Group.
31-Mar-13
31-Mar-12
` in lacs
` in lacs
10,803.70
3,357.90
In patient
647.46
Out patient
269.52
18.85
14.21
(64.27)
8.15
Total (B)
893.93
219.75
3.20
2,307.16
2,343.01
Gratuity
27.53
18.72
Leave encashment
21.30
22.38
37.16
25.44
51.04
25.46
0.11
1.18
2,444.30
2,436.19
Contractual manpower
179.36
622.69
124.07
79.01
199.75
29.28
145.01
1.11
23.13
6.44
1,214.81
9.11
Less: Discount
Other Income
Employee benefits
Salaries, wages and bonus
Total (D)
Other expenses
Notes to Consolidate financial statements for the year ended March 31, 2013
31-Mar-13
31-Mar-12
` in lacs
` in lacs
464.00
137.60
6.48
172.35
37.29
2,546.76
3,155.02
367.61
189.41
76.05
44.44
0.10
789.93
13.17
18.74
Communication expenses
46.03
15.45
0.02
6.66
15.98
59.64
Miscellaneous expenses
25.52
215.97
67.37
6,159.58
4,945.78
326.27
22.68
1.34
37.95
327.61
60.63
Total (G)=(A-B+C+D+E+F)
19,061.02
10,803.70
(4,543.15)
(4,444.90)
10,072.97
10,803.70
Rent
Legal & professional fee
Travel & conveyance
Rates & taxes
Insurance
a) The Company, through one of its subsidiary, SRL, has entered into a Joint Venture agreement with
Life Care Services Private Limited Nepal, to carry on the business of operating pathology labs and
diagnostics centers in Nepal and, for this purpose, has incorporated SRL Diagnostics (Nepal) Pvt
Ltd. (formerly Super Religare Reference Laboratories (Nepal) Pvt Ltd.) (SRRL) with 50% interest
in assets, liabilities, expenses and income.
Notes to Consolidate financial statements for the year ended March 31, 2013
The groups share of the assets, liabilities, income and expenses of the jointly controlled entity for
the year ended March 31, 2013:
Particulars
I. EQUITY AND LIABILITIES
Shareholders funds
Non-current liabilities
Current liabilities
TOTAL
II. ASSETS
Non-current assets
Current assets
TOTAL ASSETS
Total revenue from operations and other income
considered in the consolidated financial statements
Total expenses considered in the consolidated financial
statements
Profit/ (Loss) considered in the consolidated financial
statements
272
As at
As at
31 March 2013 31 March 2012
123.65
13.50
29.52
166.67
116.19
12.13
56.00
184.32
75.93
90.74
166.67
184.50
78.76
105.56
184.32
133.51
177.04
137.11
7.46
(3.60)
b) The Company, through another subsidiary, SRLDPL, has entered into a Joint Venture agreement
with DDRC SRL Diagnostics Private Limited with 50% interest in assets, liabilities, expenses and
income.
The groups share of the assets, liabilities, income and expenses of the jointly controlled entity for
the year ended March 31, 2013:
Particulars
I. EQUITY AND LIABILITIES
Shareholders funds
Non-current liabilities
Current liabilities
TOTAL
II. ASSETS
Non-current assets
Current assets
TOTAL ASSETS
Total revenue from operations and other income
considered in the consolidated financial statements
Total expenses considered in the consolidated financial
statements
Profit/ (Loss) considered in the consolidated financial
statements
As at
As at
31 March 2013 31 March 2012
1,141.05
143.32
385.74
1,670.11
982.88
149.02
294.96
1,426.86
1,246.13
423.98
1,670.11
2,604.66
1,110.22
316.64
1,426.86
1,965.73
2,446.49
2,043.82
158.17
(78.09)
Notes to Consolidate financial statements for the year ended March 31, 2013
c) During the previous year, Fortis Health Management (South) Limited, a subsidiary of the Company,
has entered into a Partnership agreement with Dr. Chandrashekar G.R. and Dr. Sarla Chandershekar
on April 27, 2011 with 51% share in assets, liabilities, income and expenses, to provide cardiac care
facilities.
The groups share of the assets, liabilities, income and expenses of the jointly controlled entity for
the year ended March 31, 2013:
Particulars
I. EQUITY AND LIABILITIES
Shareholders funds
Non-current liabilities
Current liabilities
TOTAL
II. ASSETS
Non-current Assets
Current assets
TOTAL ASSETS
Total revenue from operations and other income
considered in the consolidated financial statements
Total expenses considered in the consolidated financial
statements
Loss considered in the consolidated financial statements
As at
As at
31 March 2013 31 March 2012
81.23
191.94
396.57
669.74
232.57
177.92
109.23
519.72
536.46
133.28
669.74
450.71
474.51
45.21
519.72
25.80
612.26
89.03
(161.55)
(63.23)
24. Restructuring:
a. During the year ended March 31, 2012, the Company initiated internal restructuring within the
Group with a view to streamline and focus Group companies resources and energies on different
divisions and undertakings and to align the business with the internationally emerging trends by
moving towards innovative and cost effective methods such as transformation to asset light model.
Subsequent to it RHT, a business trust established in Singapore, was listed on the Singapore Exchange
Securities Trading Limited (SGX-ST) on October 19, 2012.
RHT made an offering of 567,455,000 common units at $ 0.90 per common unit. Post listing of RHT
on SGX-ST on October 19, 2012, Groups shareholding in RHT has been diluted from 100% to 28%.
Accordingly, assets and liabilities of Clinical Establishment Division held by RHT Group do not
form part of the consolidated assets and liabilities of the Group w.e.f. October 19, 2012. Company
has recognized gain of ` 99,588.79 lacs on dilution of stake in RHT Group. Revaluation reserve
pertaining to fixed assets of RHT Group has been transferred to general reserve.
FHL as sponsor of RHT has waived off its right to receive dividend from RHT from the date of
listing till March 31, 2014, accordingly, management has not accounted for profits of RHT.
b. The following transactions have taken place during the year ended March 31, 2013:-
i.
Fortis Hospitals Limited (FHsL), a subsidiary of the Company, has sold its clinical establishment
divisions at Bennarghatta Road, Bangalore and Mulund, Mumbai to Kanishka Healthcare Limited
(KHL) for a consideration of ` 20,200 lacs and Anandpur, Kolkata and Kalyan, Maharashtra
to International Hospital Limited (IHL) for a consideration of ` 12,850 lacs on a slump
sale basis.
Notes to Consolidate financial statements for the year ended March 31, 2013
ii. Fortis Malar Hospitals Limited (FMHL), a subsidiary of the Company, has sold its clinical
establishment division at Chennai to Fortis Health Management Limited (FHML) for a
consideration of ` 7,000 lacs on a slump sale basis.
a) Escorts Heart Institute and Research Centre Limited (EHIRCL) has sold 4% stake in FHML
to Fortis Global Healthcare Infrastructure Pte Limited (FGHIPL) for a consideration of
` 3,861.75 lacs.
b) FHsL has sold 48% and 4% stake in Kanishka Healthcare Limited (KHL) to Escorts Health
and Super Speciality Institute Limited (EHSSIL) and FGHIPL for a consideration of
` 45,758.26 lacs and ` 3,815.42 lacs respectively.
c.
On completion of the Trial Phase Services Agreement, Fortis Health Management (North) Limited
(FHM(N)L) has entered into Hospital and Medical Services Agreement (HSMA) with EHSSIL
for hospital at Amritsar, Escorts Hospital and Research Centre Limited (EHRCL) for hospital at
Faridabad, IHL for hospital at Noida and Fortis Hospotel Limited (FHTL) for hospital at Shalimar
Bagh, which are effective from April 1, 2012.
In addition, FHM(N)L has entered into HSMA with FHTL for hospital at Gurgaon from August 1,
2012. FHsL has entered into HSMA with IHL for hospitals at Anandpur and Kalyan; and with KHL
for hospitals at Mulund and Bannerghatta Road with effect from October 19, 2012; Fortis Malar
Hospitals Limited has entered into HSMA with FHML for hospital at Chennai with effect from
October 19, 2012.
IHL, EHSSIL, EHSSHL, KHL, FHML and EHRCL are collectively referred to as Hospital Service
Companies. FHM(N)L, FHsL and FMHL are collectively referred as Fortis Operating Companies.
274
d. On January, 9 2012, FHML entered into Share Purchase Agreement to acquire 49% interest in FHTL
at an aggregate consideration of ` 37,728.39 lacs. FHTL is the owner of Shalimar Bagh Clinical
Establishment and Gurgaon Clinical Establishment. FHML on September 17, 2012 entered into
Shareholders Agreement with the Company, pursuant to which FHML has a call option over the
Companys 51% interest in FHTL (FHTL Call Option) at a fixed price, subject to fulfillment of certain
conditions, applicable laws including, and receipt of necessary approvals from all third parties. FHML
also has the right to appoint 50% of the directors of FHTL, including the chairman of the board of
directors who will have the casting vote in case of deadlock on any matter, including all financial and
operating policies of the company, brought to the board of directors for its approval. Additionally, the
Company has assigned its right to receive dividends from FHTL in favour of FHML. By virtue of
availability of above rights under the Shareholders agreement, FHTL has been deconsolidated from
the Group. In addition, FHML has a put option on its 49% interest in FHTL (FHTL Put Option),
exercisable if FHML is unable to acquire 100% of the issued and paid-up share capital of FHTL within
5 years from the date of transfer of the 49% shareholding of FHTL by the Company to FHML, for any
reason outside the control of FHML. The put option shall be exercised at a price that is equal to the fair
market value of Put Securities on the date of exercise of put option, determined on a discounted cash
flow basis.
25. A) During the year ended March 31, 2013, the EHIRCL has issued 401,769 Compulsorily Convertible
Preference Shares (CCPS) of face value of `10 each at a premium of ` 7,456.98 per CCPS to
Kanishka Healthcare Limited (KHL) with a maturity period of 15 years aggregating to ` 30,000 lacs.
The holder of CCPS shall be entitled to receive, only out of fund legally available for the payment
Notes to Consolidate financial statements for the year ended March 31, 2013
of dividends, dividends in respect of the par value of the invested CCPS at a per annum rate of
0.01%. The fixed dividend shall be payable on a cumulative basis at the end of a period of 15 years.
On conversion date, each CCPS will be convertible in to one equity share, provided that the price
for conversion shall not at any instance be lesser than the investment valuation. Other key terms of
CCPS agreement are:
a) CCPS Put Option KHL is entitled to exercise an unconditional and irrevocable right to require
the Company or its nominee to buy all of CCPS upon occurrence of KHL having exercised Fortis
Hospotel Limited (FHTL) Put Option or FHTL Call Option under shareholders agreement
entered between the Company, FHTL and FHML, as per above.
b) In case of FHTL call Option the Company is required to pay sum equal to the fair valuation of
Equity Shares of EHIRCL as per DCF Method.
c) In case of FHTL put option Company has right to purchase, subject to due compliance with law,
all CCPS at consideration equal to KHLs contribution along with coupon rate agreed.
If KHL becomes entitled to exercise the CCPS Put Option, but does not exercise the CCPS Put Option
within 90 business days thereof, then the Sponsor shall at any time after the expiry of such 90 business
days, be entitled to require KHL to sell all of the CCPS to the Sponsor for a consideration equal to the
CCPS Subscription Amount along with the coupon of 0.01% accrued thereon as of such date.
B) Pursuant to the Shareholders Agreement dated June 12, 2012 executed by and amongst SRL Limited
(SRL), the Company, International Finance Corporation (IFC), NYLIM Jacob Ballas India Fund III
LLC (NJBIF) and existing investors (Avigo and Sabre Group) of SRL, SRL has allotted 4,000,000
and 8,333,333 Compulsorily Convertible Preference Shares (CCPS) of ` 20/- each at a premium of
` 280/- each to IFC and NJBIF respectively, aggregating to ` 37,000 lacs.
In the event of liquidation of the subsidiaries before redemption of preference shares, the holder of
preference shares will have priority over equity shares in the repayment of capital.
26. As part of Sponsor Agreement entered between The Trustee-Manager of RHT, FGHIPL and Hospital
Service Companies (collectively referred as Indemnified parties) with the Company, the Company has
provided following indemnities:
i)
To RHT and its, directors, officers, employees and agents under the relevant transaction agreements
against any losses or liabilities finally determined as payable for any breach of the Consolidated Foreign
Direct Investment (FDI) Policy or Foreign Exchange Management Act (FEMA), to the extent that
such breach has resulted from the acquisition by RHT of the Hospital Services Companies.
Further, the Company has undertaken to transfer or procure additional medical and healthcare
services to Hospital Services Companies in the event that any regulatory authority raises concerns
over compliance with any applicable law.
However, the Company will not be liable to indemnify the Indemnified Parties for any losses resulting
from delay or failure of the Indemnified Parties in completing any statutory filings or similar
formalities under the Consolidated FDI Policy, FEMA and other laws in force in India as of the
Listing Date i.e. October 19, 2012, required to be undertaken by the Indemnified Parties in relation to
the acquisition by RHT or FGHIPL of the equity shares of the Hospital Services Companies.
The Companys obligations under this indemnity shall continue so long as the Company or the Group
holds 15.0% or more of the total units from time to time issued in RHT or three years from the
Listing Date, whichever is later.
Notes to Consolidate financial statements for the year ended March 31, 2013
However, the Company will be liable in respect of the indemnity for a maximum period of five years
from the Listing Date.
ii) The Company has also undertaken to indemnify (Tax Indemnity) each of the Hospital Services
Companies and their respective directors, officers, employees and agents (the Investing Parties)
against tax liabilities (including interest and penalties levied in accordance with the Income tax Act
and any cost in relation thereto) which these Investing Parties may incur due to the non-allowance
of interest on Compulsorily Convertible Debentures (CCDs) or Optionally Convertible Debentures
(OCDs) in the hands of the Hospital service Companies.
27. During the current year, Fortis Health Management (North) Limited (FHMNL) and Fortis Hospitals
Limited (FHsL) subsidiaries of the Company have filed an application with Honble Delhi High Court for
merger of the FHMNL with FHsL from an appointed date of April 1, 2012 (scheme), with an objective
of reducing administrative cost, overhead, managerial & other expenditure and to bring the expertise,
technology & facilities under one roof. It would also simplify corporate structure which would provide
management more scope to focus on development of business of the companies. The scheme has already
been approved by the shareholders of both the subsidiaries.
28. Discontinuing of operations relating to Dental Corporation Holdings Limited (DC), Australia
During the year ended March 31, 2013, Fortis Healthcare Australia Pty Limited (FHA), a wholly owned
subsidiary of the Company entered into a Non-Binding Indicative offer to divest its 63.51% holding in DC
to BUPA, Australia for a consideration of AUD 276 million.
DC operations consist of dental practices across Australia, New Zealand and Canada and are part of the
geographical market Outside India of the group operations.
The following statement shows the revenue and expenses of discontinuing operations:
276
(` in lacs)
Particulars
Revenue
Expenses
Profit from operating activities
Finance costs
Depreciation and amortization expense
Profit before tax
Income tax expense
Profit after tax
Year ended
March 31, 2013 March 31, 2012
181,341.54
36,814.79
147,689.36
30,008.23
33,652.18
6,806.56
14,760.85
4,574.26
9,198.02
769.25
9,693.31
1,463.05
4,392.53
421.69
5,300.78
1,041.36
31-Mar-13
31-Mar-12
Total Assets
Total Liabilities
Net Assets
(` in lacs)
397,506.66
152,153.08
245,353.58
(` in lacs)
283,823.55
120,236.81
163,586.74
Notes to Consolidate financial statements for the year ended March 31, 2013
Further, net cash flows attributable to above discontinuing operations included in the consolidated cash
flow statement are as follows:
(` in lacs)
Particulars
Year ended
March 31, 2013
19,294.10
(57,605.26)
27,937.60
Year ended
March 31, 2012
2,381.20
(11,203.08)
22,829.78
The deal is subject to shareholders and regulatory approvals and will be completed in due course. In
relation to the transaction, difference between the estimated sales values i.e. ` 150,401.48 lacs and the
carrying value of net assets of DC i.e. ` 155,735.48 lacs, amounting to ` 5,334 lacs are considered as
impairment loss of goodwill.
Trade payables
Bank balances
Trade receivables
Foreign
Currency
USD
Euro
SGD
HKD
AUD
VND
AED
CND
HKD
AUD
SGD
VND
USD
AED
CND
USD
SGD
HKD
AUD
VND
AED
CND
Euro
USD
Mar13
Foreign
`
Currency
Amount
2.66
145.51
10.13
443.17
12.62
88.27
154.11
8,712.82
82.53
0.21
0.13
1.91
34.15
1,821.87
109.08
762.77
123.03
6,955.66
126.89
5,550.85
43.59
0.11
27.07
1,469.37
4.34
64.11
78.39
4,182.76
3.16
171.63
34.72
1,518.99
270.09
1,888.62
134.54
7,606.46
27.95
0.07
22.65
334.72
41.45
2,211.69
0.04
3.12
0.05
2.59
Mar12
Foreign
Currency
Amount
11.03
0.30
9.38
8.17
1.07
17.45
2.48
5.20
2.28
10.58
0.04
0.08
566.35
20.36
380.65
53.64
56.69
707.90
0.01
265.02
118.32
429.30
2.57
4.18
Notes to Consolidate financial statements for the year ended March 31, 2013
Particulars
Foreign
Currency
EEFC Accounts
Cash balances
Advances to Vendors
Letter of Credit
Buyers Credit
Foreign Currency Loans
- Loans taken
278
- Loans given
Euro
USD
AED
Euro
USD
GBP
SGD
USD
JPY
Euro
USD
USD
Euro
Mar13
Foreign
`
Currency
Amount
0.02
0.30
0.01
0.72
0.02
0.99
0.00
0.08
0.00
0.09
0.19
15.60
7.25
4.18
1.51
81.80
5.79
403.11
Euro
USD
SGD
AED
1,143.42
1.53
59,356.56
22.66
Mar12
Foreign
`
Currency
Amount
0.15
0.12
6.14
0.01
0.15
0.01
0.71
0.07
0.08
0.08
0.34
23.47
0.03
1.53
22.23
1,132.61
2.04
1,096.69
144.28
139.07
55,870.73
5,852.37
Subsidiaries of the Company has taken foreign currency derivative instrument to hedge its foreign
currency risk. The outstanding position of derivative instruments as on March 31, 2013 is as under:
(` in lacs)
Particulars of Derivatives
Outstanding Forward Contracts
-Buy: Singapore Dollar (SGD)
9,500,000
(previous
year
4,500,000)
Outstanding Forward Contracts
-Buy US Dollar (USD) 92,703,844
(previous year 60,000,000)
Interest rate swaps
-Hong Kong Dollar (HKD)
4,606,000
(previous
year
6,131,000)
-Australian
101,448,934
105,240,000)
Dollar
(AUD)
(Previous
year
50,324.28
322.07
57,357.02
Notes to Consolidate financial statements for the year ended March 31, 2013
31. The Group has subscribed to 98,000 Ordinary Shares of Fortis Medicare International Limited (FMIL)
of USD 1 each during the year ended March 31, 2011, the details of which are given below:
Particulars
Cost of Investment
Share in post-acquisition losses upto the beginning of the year
Share in losses for the current year
Exchange translation adjustments
Payable against losses of associate
The Group has entered into an agreement with the shareholders of FMIL, as per which Group has
committed to make payments on behalf of associate to satisfy obligations of it.
32. In respect of subsidiaries incorporated in India, Finance Act 2012, has introduced provisions with respect
to domestic transfer pricing that require all tax payers to whom provisions of domestic transfer pricing
apply to complete transfer pricing documentation which will form the basis of form 3CEB to be submitted
with the tax authorities. The Group is currently in the process of compiling and completing the documents.
The management is of the belief that the aforesaid legislation will not have any material impact on the
financial statements.
33. Subsequent events:
During the current year the Company initiated an institutional placement programme (IPP) for issuance
of equity share of the Company. The Issue was authorized by the Board of Directors through circular
resolutions dated November 27, 2012 and by the Companys shareholders through a special resolution
passed by way of postal ballot the result whereof was announced on January 15, 2013.
Subsequent to March 31, 2013 under the IPP the Company issued 34,993,030 equity shares of face value
` 10 each at a price of ` 92 per equity share. The transaction was concluded in May 2013. The total proceeds
of the Issue were approximately ` 32,193.59 lacs which will be use in repayment of debts, funding capital
expenditure requirements and general corporate purposes.
Previous year figures have been regrouped / reclassified, where necessary, to conform to this years classification.
Rahul Ranjan
Company Secretary
Sandeep Puri
Chief Financial Officer
Place : Gurgaon
Date : May 30, 2013
Place : Gurgaon
Date : May 30, 2013
Notes
DUBAI
Super Religare Laboratories International
FZ LLC
Unit 1007-08, 1017-18, Block A&E,
64 Al Razi Building,
Dubai Healthcare City, Dubai
PO Box: 505143
Tel: +971 4 4483100
Fax: +971 4 4484694
SRI LANKA
The Lanka Hospitals Corporation
PLC (PQ 180)
578, Elvitigala Mawatha,
Narahenpita
Colombo 5, Sri Lanka
Tel: +94 (0) 115 430000
+94(0) 115 530000
SINGAPORE
Fortis Healthcare Singapore
Pte Limited
180 Clemenceau Avenue
#05-02 Haw Par Centre,
Singapore 239922
Tel: +65 6672 5900
Fax: +65 6672 5905
Fortis
Presence
INDIA
Fortis Healthcare Limited
Tower A, Unitech Business Park, Block-F
3rd Floor, South City 1, Sector-41
Gurgaon, Haryana-122001 (India)
Tel: +91 124 492 1033
Fax: +91 124 492 1041
MAURITIUS
Fortis Clinique Darn
Georges Guibert Street,
Floral, Mauritius
Tel: +230 601 2300
Fax: +230 696 3612
HONG KONG
Quality HealthCare Medical Services Limited
3/F, Skyline Tower,
39 Wang Kwong Road,
Kowloon Bay, Kowloon,
Hong Kong
Tel: + 852 2975 3200
Fax: + 852 2581 3070
Our newly opened flagship hospital in Gurgaon, India, The Fortis Memorial Research Institute (FMRI)