Fortis Healthcare

The Directors present the Twelfth Annual Report of your Company
 together with the Audited Statement of Accounts for the year ended 31st
 March, 2008.
 
 STANDALONE FINANCIAL RESULTS
 
                                                         Rs. in Crores
                                              Year ended    Year ended
                                                March 31,     March 31,
                                                    2008          2007
 
 Total Income                                     190.08        132.81
 Total Expenditure                                146.61        118.95
 Operating Profit/(Losses)                         43.47         13.86
 Less: Finance Charges                             29.62         49.65
 Profits/(Losses) before
 depreciation                                      13.85        (35.79)
 Less: Depreciation                                10.64         10.57
 Profits/(Losses) for the period                    3.21        (46.36)
 Less: Fringe Benefit Tax                           0.53          0.32
 Less: Prior period expenses                        0.06          2.01
 Net Pro1its/(Losses)                               2.62        (48.69)
 
 Figures of the previous year ended March 31, 2007 have been regrouped
 where necessary to conform to this years classification
 
 FINANCIAL PERFORMANCE
 
 For the year, the Company recorded a total income of Rs. 190.08 crores,
 43% higher than the previous year. Operating margins were higher by 12%
 than the previous year. Profit before interest, depreciation and tax
 was Rs. 43.47 crores, higher than the prior year by 214%.  Profit
 before tax was at Rs. 3.21 crores and Profit after tax was Rs. 2.62
 crores.
 
 OPERATIONS
 
 Fortis Hospital Mohali
 
 Fortis Hospital, Mohali has three sub-facilities on one campus: (i) a
 super-specialty cardiac center equipped to provide advanced cardiac
 treatments for all forms of heart disease (ii) a general
 multi-speciality hospital and (iii) the Fortis Inn Rehabilitation
 Centre designed to provide step-down care to outstation patients. It
 currently has 9 operating theatres and 215 beds and has capacity for up
 to 300 beds. Fortis Hospital, Mohali together with FHLs satellite
 centre contributed 84% of the Companys total operating income for the
 financial year 2007-08.
 
 The hospital has recorded an overall growth of 12%, achieving operating
 revenue of Rs. 133.01 crores as against Rs. 118.75 crores in the
 previous year.
 
 Multi-specialties like Obstetrics and Gynecology were well established
 during the year. 1018 Cardiac Surgeries (CTVs), 1353 Angioplasties
 (PTCAs) and 3172 Angiographies (CAGs) were conducted during the year.
 
 Fortis Hospital, Amritsar
 
 Fortis Hospital, Amritsar is a multi-speciality facility with 37 beds.
 It serves as a spoke hospital for Fortis Hospital, Mohali and has a
 tele-link connecting it to that hospital. The facility is currently
 equipped with 2 operating theatres, endoscopic suite, a labour room, a
 nursery and a 24-hour emergency room. It is also supported by a fully
 equipped intensive care unit with ventilators. Fortis Hospital,
 Amritsar contributed 2.57% of the Companys total operating income for
 the financial year 2007-08.
 
 SUBSIDIARIES
 
 As on 31st March, 2008, your Company had four direct subsidiaries viz.
 Escorts Heart Institute And Research Centre Limited, International
 Hospital Limited, Fortis Hospotel Limited (erstwhile Oscar Bio-Tech
 Private Limited) and Hiranandani Healthcare Private Limited and four
 step down subsidiaries viz. Escorts Hospital And Research Centre
 Limited, Escorts Heart And Super Speciality Hospital Limited, Escorts
 Heart Centre Limited and Escorts Heart And Super Speciality Institute
 Limited.
 
 A Statement pursuant to Section 212 of the Companies Act, 1956,
 relating to subsidiary companies is attached to the accounts. In terms
 of approval granted by the Central Government under Section 212(8) of
 the Companies Act, 1956, the audited accounts of the subsidiary
 companies are not attached to this Annual Report. However, the
 consolidated accounts prepared in accordance with Accounting Standard
 21 of the Institute of Chartered Accountants of India presented in this
 Annual Report includes the financial information of subsidiary
 companies.
 
 The copy of the annual report of the subsidiary companies will be made
 available to shareholders on request and will be kept for inspection by
 any shareholder at the registered office and corporate office of your
 company and its subsidiary companies.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 The consolidated financial accounts for the year ended 31st March, 2008
 form part of the Annual Report.
 
 SHARE CAPITAL
 
 During the year under review, the Company made an initial public
 offering (IPO) of its Equity Shares in terms of prospectus dated 25th
 April, 2007. The IPO was for 4,59,96,439 Equity Shares consisting of
 net issue to public of 4,57,53,963 Equity Shares and a firm allotment
 of 242,476 Equity Shares to the eligible employees of the Company. The
 issue price was Rs. 108 per share. The issue received an overwhelming
 response and post the IPO, the Equity Shares of the Company were listed
 on the National Stock Exchange (NSE) and the Bombay Stock Exchange
 (BSE) on May 9, 2007.
 
 The Company also redeemed the outstanding Non-Cumulative Redeemable
 Preference Shares and allotted 1,16,00,000 Zero Percent Class C
 Cumulative Redeemable Preference Shares of Rs. 10 each at a premium of
 Rs. 90 per share, on private placement basis.
 
 EMPLOYEE STOCK OPTION SCHEME
 
 With a view to motivate, retain and attract talent, the Company has
 instituted an Employees Stock Option Scheme 2007 in accordance with the
 guidelines issued by SEBI.
 
 Disclosure pursuant to the SEBI (Employees Stock Option Scheme and
 Employees Stock Purchase Scheme) Guidelines, 1999, is enclosed as
 Annexure A.
 
 TRANSFER TO RESERVES
 
 During the year no amount has been transferred to reserves.
 
 DIVIDEND
 
 In view of the unavailability of distributable profits, your Directors
 express their inability to recommend any dividend for the year.
 
 PUBLIC DEPOSITS
 
 The Company has not invited any deposits from the Public.
 
 DIRECTORS
 
 In accordance with the provisions of the Companies Act, 1956 and the
 Articles of Association of the Company, Mr. Rajan Kashyap, Dr. Yoginder
 Nath Tidu Maini and Lt. Gen. Tejinder Singh Shergill PVSM, retire by
 rotation and are eligible for re-appointment.
 
 AUDITORS
 
 M/s S.R. Batliboi & Co., Chartered Accountants, retire as Auditors of
 the Company at the conclusion of the ensuing Annual General Meeting and
 are eligible for re-appointment.
 
 The Auditors Report read alongwith notes to accounts is self-
 explanatory and therefore does not call for any further comments.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
 confirm that -
 
 i) in preparation of the annual accounts, the applicable accounting
 standards have been followed and that there are no material departures;
 
 ii) such accounting policies have been selected and applied
 consistently and made judgements and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 the Company at the end of the financial year;
 
 iii) proper and sufficient care has been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of your Company and
 for preventing and detecting any fraud and other irregularities;
 
 iv) the annual accounts have been prepared on going concern basis.
 
 REPORT ON CORPORATE GOVERNANCE
 
 Your Company is committed to benchmark itself with global standards in
 all areas including appropriate standards for good Corporate
 Governance. Towards this end, an effective Corporate Governance
 System has been put in place in the Company.
 
 A report on Corporate Governance alongwith the Certificate of the
 Auditors, M/s S R Batliboi & Co., Chartered Accountants, confirming
 compliance of the conditions of Corporate Governance as stipulated
 under Clause 49 of the Listing Agreement, is attached to this Report.
 
 MANAGEMENT DISCUSSION AND ANALYSIS REPORT
 
 Management Discussion and Analysis Report as required under the Listing
 Agreements with Stock Exchanges is enclosed and forms part of the
 Directors Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
 EARNINGS / OUTGO
 
 The information required under Section 217(1)(e) of the Companies Act,
 1956 read with the Companies (Disclosure of Particulars in the Report
 of the Board of Directors) Rules, 1988 is given as Annexure forming
 part of the Directors Report.
 
 PARTICULARS OF EMPLOYEES
 
 Information in accordance with the provisions of Section 217(2A) of the
 Companies Act, 1956, read with Companies (Particulars of Employees)
 Rules, 1975, as amended, regarding employees is annexed to this Report.
 However, in terms of Section 219 (1) (b) (iv) of the Companies Act,
 1956, the Report and Accounts are being sent to the shareholders
 excluding this annexure. Any shareholder interested in obtaining such
 information may write to the Company Secretary at the registered office
 of the Company.
 
 ACKNOWLEDGEMENTS
 
 Your Directors take this opportunity to place on record their
 appreciation for the contribution, support and co-operation received
 from the employees, Companys bankers, associates, contractors and
 suppliers. Your Directors also wish to place on record their gratitude
 towards the esteemed shareholders for reposing faith in the management
 of the Company.
 
                                    On behalf of the Board of Directors
 
 Date  : 30th June, 2008                          Malvinder Mohan Singh
 Place : New Delhi                                         Chairman