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Apollo Hospitals Enterprises Directors Report, Apollo Hospital Reports by Directors
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Apollo Hospitals Enterprises
BSE: 508869|NSE: APOLLOHOSP|ISIN: INE437A01024|SECTOR: Hospitals & Medical Services
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Explore Apollo Hospital connections « Mar 10
Directors Report Year End : Mar '11
The Directors are pleased to present the THIRTIETH ANNUAL REPORT and
 the audited statements of accounts for the year ended 31st March 2011.
 
 Financial Results (Standalone)                        (Rs.in million)
 
 For the year ended                  31st March 2011   31st March 2010
 
 Total Income                              23533           18587
 
 Profit before Extraordinary Items 
 and Taxation                               2693            2222
 
 Provision for Taxation                      876             702
 
 Net Profit before Extraordinary 
 Item after Taxation                        1817            1520
 
 Net Profit after Extraordinary 
 Item and Taxation                          1817            1520
 
 Balance of Profit brought forward          1474            1209
 
 Profit Available for appropriations        3291            2729 
 
 Appropriations
 
 Dividend (inclusive of dividend tax)        544             504
 
 Transfer to General Reserve                1000             750
 
 Transfer to Debenture Redemption Reserve    100               -
 
 Balance carried forward to Balance sheet   1647            1475
 
 Results of Operations
 
 During the year under review, the gross revenue of the Company
 increased to Rs.23533 million compared to Rs. 18587 million in the
 previous year, registering an impressive growth of 27%. The profit
 after tax for the year increased by 20% to Rs.1817 million compared to
 Rs. 1520 million in the previous year.
 
 During the year under review, the consolidated gross revenue of the
 Company increased to Rs.26240 million compared to Rs. 20587 million in
 the previous year, registering an impressive growth of 27%. Net profit
 after minority interest for the group increased to Rs. 1839 million
 from Rs. 1376 million representing a growth of 34%.
 
 Consolidated Financial Statements
 
 In accordance with the general circular No. 5/12/2007-CL-lll dated 8th
 February 2011 issued by the Ministry of Corporate Affairs, the Balance
 Sheet, Profit and Loss Account and other documents of the subsidiary
 companies are not being attached with the Annual Report of the Company.
 A statement of summarized financials of all subsidiaries of your
 Company, pursuant to Section 212(8) of the Companies Act, 1956 forms
 part of this report.  Any further information in respect of the annual
 report and the financial statements of the subsidiary companies of your
 Company will be made available to the members on request. In accordance
 with the Accounting Standard, AS-21 issued by the Institute of
 Chartered Accountants of India, Consolidated Financial Statements
 presented by your Company include the financial information of all its
 subsidiaries.
 
 Dividend
 
 The Board of Directors recommend a dividend of Rs.3.75 per Equity Share
 (75% on face value of Rs. 5/- per share) (as against Rs.7/- per Equity
 share on face value of Rs.10/- each, 70% in the previous year) on the
 paid up equity share capital of the company for the financial year
 ended 31st March 2011, which if approved at the forthcoming Annual
 General Meeting on 22nd July 2011 will be paid to those shareholders
 whose names appear in the Register of Members as at the closing hours
 of business on 8th July 2011. In respect of shares held in electronic
 form, the
 
 dividend will be paid on the basis of beneficial ownership furnished by
 the depositories viz., NSDL and CDSL for this purpose.
 
 The Register of Members and Share Transfer Books will remain closed
 from 9th July 2011 to 22nd July 2011 (both days inclusive).
 
 Transfer of Reserves
 
 Your Company proposes to transfer Rs.1000 million to the general
 reserve out of the amount available for appropriations. An amount of
 Rs. 1647 million is proposed to be retained in the Profit & Loss
 Account.
 
 Credit Rating
 
 CRISIL has upgraded the rating on the companys debt instruments from
 AA- to AA.
 
 CRISIL Equities upgraded Companys CRISIL IER fundamental grade to 5/5
 from 4/5. It is only the second Company in India to receive this
 rating. The grade indicates that the companys fundamentals are
 excellent relative to other listed equity securities in India.
 
 Subsidiaries
 
 Your Company has twelve subsidiary companies as on March 31, 2011. The
 statement in respect of the details of the subsidiary companies viz.,
 Unique Home Health Care Limited (UHHCL), AB Medical Centres Limited
 (ABMCL), Samudra Healthcare Enterprises Limited (SHEL), Apollo Hospital
 (UK) Limited (AHUKL), Apollo Health and Lifestyle Limited (AHLL),
 Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL), Pinakini Hospitals
 Limited (PHL), Imperial Hospital and Research Centre Limited (IHRCL),
 Alliance Medicorp (India) Limited (Alliance), ISIS Healthcare India
 Private Limited (ISIS), Mera Healthcare India Private Limited (MERA)
 and Alliance Dental Care Private Limited (Alliance Dental) pursuant to
 section 212 of the Companies Act, 1956, is attached to this report.
 
 Unique Home Health Care Limited (UHHCL)
 
 UHHCL, a wholly owned subsidiary of the Company provides medical and
 paramedical services including doctors consultation, physiotherapy
 direct to patient homes and also offers paramedical service in
 hospitals to critically ill patients. For the year ended 31st March
 2011 UHHCL, recorded a revenue of Rs. 19.53 million and net profit of
 Rs. 2.18 million.
 
 AB Medical Centres Limited (ABMCL)
 
 ABMCL, a wholly owned subsidiary of the Company does not have any
 commercial operations as it has leased out its infrastructure viz.,
 land, building and medical equipment to the Company for running the
 hospital. For the year ended 31st March 2011, ABMCL recorded an income
 of Rs.6.55 million and a net profit of Rs.4.28 million.
 
 Samudra Healthcare Enterprises Limited (SHEL)
 
 SHEL, a wholly owned subsidiary of the company, runs a 120 bed multi
 speciality hospital at Kakinada. For the year ended 31st March 2011,
 SHEL recorded revenues of Rs. 263.31 million and a net profit of Rs.
 17.16 million.
 
 Apollo Hospital (UK) Limited (AHUKL)
 
 AHUKL is a wholly owned foreign subsidiary of the Company and is yet to
 commence its operations.
 
 Apollo Health and Lifestyle Limited (AHLL)
 
 AHLL, a subsidiary of the Company is engaged in the business of
 providing primary healthcare facilities through a network of franchised
 clinics across India offering specialist consultation, diagnostics,
 preventive health checks, telemedicine facilities and a 24-hour
 pharmacy all under one roof. For the year ended 31st March 2011, AHLL
 recorded a consolidated revenue of Rs. 154.43 million and a net profit
 of Rs. 3.71 million.
 
 Pinakini Hospitals Limited (PHL)
 
 As a part of its strategy to reach out to the tier II towns and cities,
 the Company intends to build a hospital in Nellore through a subsidiary
 company, Pinakini Hospitals Limited.
 
 Apollo Cosmetic Surgical Centre Pvt Limited (ACSPL)
 
 ACSPL, a 61% subsidiary of the company is engaged in the business of
 running cosmetic surgical centres. For the year ended 31st March 2011,
 ACSPL recorded a revenue of Rs. 14.65 million and a net loss of Rs.
 4.03 million.
 
 Imperial Hospital and Research Centre Limited (IHRCL)
 
 IHRCL, a 51% subsidiary of the company owns a 240 bed multi speciality
 hospital at Bengaluru. For the year ended 31st March 2011, IHRCL
 recorded a revenue of Rs.875.25 million and a net loss of Rs. 29.30
 million.
 
 Alliance Medicorp India Limited (Alliance)
 
 Alliance, a 51% subsidiary of the Company is engaged in the business of
 running dialysis clinics. For the year ended 31st March 2011, Alliance
 recorded consolidated revenue of Rs.102.32 million and a net profit of
 Rs. 1.43 million.
 
 ISIS Health Care India Private Limited (ISIS)
 
 ISIS, a subsidiary of Apollo Health and Lifestyle Limited is engaged in
 the business of providing healthcare services. For the year ended 31st
 March 2011, ISIS recorded a revenue of Rs. 18.67 million and a net loss
 of Rs.1.23 million.
 
 Mera Health Care India Private Limited (MERA)
 
 MERA, a subsidiary of Apollo Health and Lifestyle Limited is engaged in
 the business of healthcare Services.  For the year ended 31st March
 2011, MERA recorded a revenue of Rs. 12.20 million and a net profit of
 Rs. 1.24 million.
 
 Alliance Dental Care Private Limited (Alliance Dental)
 
 Alliance Dental, a 100% subsidiary of Alliance Medicorp (India) Limited
 is engaged in the business of running dental clinics. For the year
 ended 31st March 2011, Anjana recorded a revenue of Rs. 84.80 million
 and a net profit of Rs. 2.78 million.
 
 Subdivision of Equity Shares
 
 As a step towards better liquidity and increased investor
 participation, the Company had undertaken subdivision of one (1) equity
 share of face value of Rs.10/-each into two (2) equity shares of face
 value of Rs.5/- each with effect from the Record date i.e. 3rd
 September 2010. Consequently, new equity shares of face value of Rs.5/-
 each were credited to the respective depository accounts of
 shareholders holding shares in demat mode and the new share
 certificates were issued to shareholders having physical shares.
 Pursuant to the sub-division of equity shares of the Company, a New
 ISIN INE437A01024 has been allotted by the Depositories.
 
 Increase in the Authorised Share Capital
 
 During the year, the authorized share capital of the Company has been
 increased from Rs.850 million divided into 150 million equity shares of
 Rs. 5/- each and 1 million preference shares of Rs.100/- each to
 Rs.1100 million divided into 200 million equity shares of Rs.5/- each
 and 1 million preference shares of Rs.100/- each.
 
 Increase in the Paid-up Share Capital
 
 During the year, the paid-up share capital of the Company increased
 from Rs.617.85 million (consisting of 123.56 million equity shares of
 Rs.5/- each) to Rs.623.55 million (consisting of 124.71 million equity
 shares of Rs.5/- each) consequent to the allotment of 1.14 million
 equity shares to International Finance Corporation, Washington upon
 conversion of 750 Foreign Currency Convertible Bonds of USD 10,000 each
 aggregating to USD 7.5 million at a price of Rs. 302.50 per share of Rs
 5/- each including premium of Rs. 297.50 at a premium of 14% over the
 floor price determined as per the FCCB Scheme, 1993 and in accordance
 with the terms of the FCCB Loan Agreement dated 18th June 2009.
 
 These shares have been listed at the Bombay Stock Exchange Limited
 (BSE) and the National Stock Exchange India Limited, (NSE), Mumbai.
 
 Issue of warrants convertible into equity shares to Dr.Prathap C Reddy
 
 (i) During the year, your Company allotted 1.54 million Equity Warrants
 with each warrant convertible into one equity share of the Company of
 nominal value of Rs.10/- each at a price of Rs.771.76 which includes a
 premium of Rs.761.76 per share to Dr. Prathap C Reddy, one of the
 Promoters of the Company. These warrants were issued with a convertible
 option to be exercised within a period of 18 months from the date of
 allotment i.e., on or before 11th December 2011.
 
 The Company has undertaken subdivision of each existing equity share of
 face value of Rs.10/- each into 2 equity shares of face value of Rs.5/-
 each with effect from the record date i.e., 3rd September 2010.
 Accordingly, the 1.54 million warrants allotted to Dr.Prathap C Reddy
 shall stand adjusted to 3.08 million warrants of face value of Rs.5/-
 each at a price of Rs.385.88 per share.
 
 (ii) On 5th February 2011, your Company allotted 3.27 million
 convertible share warrants to Dr. Prathap C Reddy, one of the promoters
 of the company on a preferential basis under the applicable SEBI
 guidelines.
 
 These warrants have been issued with a conversion option to be
 exercised within a period of 18 months from the date of allotment. Each
 warrant issued is convertible into one equity share of the company of
 nominal value of Rs.5/- each at a price of Rs.472.46 which includes a
 premium of Rs.467.46 per share calculated in accordance with the
 Securities and Exchange Board of India (Issue of Capital and Disclosure
 Requirements) Regulations, 2009.
 
 The objective of this preferential issue was to part fund the expansion
 activities, finance additional working capital requirements and for
 general corporate purposes.
 
 Corporate Governance
 
 Pursuant to Clause 49 (VII) of the Listing Agreement with the Stock
 Exchanges, a separate report on Corporate Governance forms part of the
 Directors Report in the Annual Report. Your Company has been complying
 with the requirements of the Listing Agreement and necessary
 disclosures have been made in this regard in the Corporate Governance
 Report.
 
 A certificate from the Auditors of the Company regarding compliance
 with the conditions of Corporate Governance as stipulated under Clause
 49 of the Listing Agreement is attached to this report.
 
 Human Resources Development
 
 At Apollo, the delivery of superior medical care to millions of
 patients looking for a cure is made possible only because of the
 dedication and diligent services of our employees, some of whom have a
 touch point with patients directly and others who work indirectly to
 support the delivery of superior health care. Thus all our employees
 are both individually and collectively key for the success of Apollo as
 a trusted medical care provider for all our patients. The philosophy of
 Tender Loving Care is not just a motto but a way of life embraced by
 every employee of the Apollo family, and is a testimony of the
 commitment from our employees towards Apollos vision to touch a
 billion lives. Thus Apollo warmly acknowledges the contribution by all
 its employees towards its success as a healthcare giant in India and
 supports every effort to nourish this invaluable human capital.
 
 At Apollo we are aware that commitment and competence of employees are
 key drivers of overall organizational performance and thus we endeavour
 to strengthen the organizational culture both to attract and retain the
 best talent. The human resource systems, procedures and the
 organization environment have been created to ensure creativity,
 innovation and efficiency amongst the employees. Training is an
 integral part of the HR system and enables employees to align with the
 organizations cultural values and develop professional etiquette,
 skill and knowledge.
 
 We value patient satisfaction enormously and realize that the skill and
 service of trained manpower are key for maintenance of the trust
 reposed in us as a quality healthcare provider by our patients.
 Attrition of trained human capital can pose a challenge in ensuring
 successful delivery to our patients and hence needs to be tackled
 systemically. We have devised an effective recruitment and human
 resources management process to prevent existing attrition of
 clinical/non-clinical manpower from impacting Apollos superior
 healthcare delivery model.  The robust process ensures a continuous
 supply of clinical manpower to support the organizations patient care
 delivery process. Total number of employees for the group increased
 from 26,659 as on 31st March 2010 to 30,640 as on 31st March 2011.
 
 At Apollo, we believe in maintaining the right organizational climate
 conducive to developing satisfied and productive employees. Hence we
 carry out organizational climate surveys on a regular basis to
 understand the overall organizational climate as perceived by our
 employees. The Organization Climate Survey 2010 elicited responses from
 employees on diverse organizational themes such as Sense of belonging,
 Role of HOD / Superior, Communication, Decision Making process,
 Training, Team Building, Compensation a Customer satisfaction and based
 on the feedback received, development action plans are evolved for
 improvement.
 
 Apollo values every individuals performance and thus Apollo
 Performance Management System across the Group covering all Management
 cadre employees was instituted focusing on alignment, measurement and
 reward and recognition including a Personal Development Plan. As a part
 of Reward a Recognition scheme, an award for Employee(s) of the year
 a Outstanding Leader of the year was instituted to recognize Senior
 Management employees who demonstrated exemplary leadership qualities by
 leading a high performing team with focus on growth and development of
 team members. Leadership development is a continuous process; it
 evolves as an individual gains experiences, assumes greater levels of
 responsibility, and faces increasing level of complex organizational
 demands and problems. Hence, a 360 degree feedback process focusing on
 leadership competencies was implemented across the Group.
 
 Apollos HR vision is to be an employer of choice where every employee
 is a brand ambassador of our superior medical service delivery, and an
 organization, where every individual shares the pride and commitment in
 taking Apollo to its next phase of development to touch a Billion
 lives.
 
 Directors Responsibility Statement
 
 Pursuant to Section 217(2AA) of the Companies (Amendment) Act 2000, the
 Directors of the Company hereby state and confirm that:
 
 -In the preparation of the annual accounts for the year, the applicable
 accounting standards had been followed along with proper explanations
 and there were no material departures;
 
 -The Directors had selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year and of the profit of the
 Company for that period;
 
 -The Directors had taken proper and sufficient care for the maintenance
 of adequate accounting records in accordance with the provisions of the
 Companies Act, 1956 for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities;
 
 -The Directors had prepared the annual accounts on a going concern
 basis.
 
 Fixed Deposits
 
 The total deposits with the Company as on 31st March 2011 was Rs.
 579.16 million (Rs.510.67 million as on 31st March 2010) which include
 deposits for an aggregate of value of Rs. 9.17 million (Rs. 7.53
 million as on 31st March 2010) not claimed by the depositors. Out of
 these deposits, an aggregate value of Rs.1.62 million have since been
 repaid / renewed.
 
 Directors
 
 As per the provisions of the Articles of Association of the Company,
 four directors of the company viz., Smt. Suneeta Reddy, Smt. Sangita
 Reddy, Shri. Deepak Vaidya and Shri. Rafeeque Ahamed retire by rotation
 at the ensuing Annual General Meeting and are eligible for
 re-appointment.
 
 Shri. Steven Thompson had resigned from the position of Director of the
 Company with effect from 11th February 2011 due to his inability to
 continue in view of increased professional commitments.
 
 The Board wishes to place on record its appreciation of the
 contributions made by Shri. Steven Thompson during his tenure as a
 Director of the Company.
 
 Auditors
 
 The Auditors, M/s. S. Viswanathan, Chartered Accountants, retire at the
 ensuing Annual General Meeting and have confirmed their eligibility and
 willingness to accept office, if reappointed.
 
 Particulars of Employees as per Section 217(2A) of the Companies Act,
 1956.
 
 In terms of provisions of Section 217(2A) of the Companies Act, 1956,
 read with the Companies (Particulars of Employees) Rules, 1975, the
 names and other particulars of employees are set out in the Annexure to
 the Directors Report. However, having regard to the provisions of
 Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report
 excluding the aforesaid information is being sent to all the members of
 the Company and others entitled thereto. Any members interested in
 obtaining such particulars may write to the Company Secretary at the
 Registered Office of the Company.
 
 Particulars regarding Conservation of Energy, Technology Absorption and
 Foreign Exchange Earnings and Outgo.
 
 Particulars as required to be disclosed as per the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 are set out in the statement attached herewith as Annexure - A.
 
 Acknowledgement
 
 Your Directors wish to place on record their appreciation of the
 contribution made by the employees at all levels, to the continued
 growth and prosperity of your Company.
 
 Your Directors also wish to place on record their appreciation of
 business constituents, banks and other financial institutions and
 shareholders, of the Company for their continued support.
 
                      For and on behalf of the Board of Directors
 
                                      Dr. Prathap C Reddy
                                       Executive Chairman
 
 Place : Chennai 
 Date  : 24th May 2011
Source : Dion Global Solutions Limited
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