1. Nature of Operations
Fortis Healthcare (India) Limited (the ''Company'' or ''FHL'') (formerly
known as Fortis Healthcare Limited) was incorporated in the year 1996
and commenced its hospital operations in 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 subsidiary and associate companies through which
it manages and operates a network of multi-specialty hospitals. The
Company''s equity shares are listed on both Bombay Stock Exchange and
National Stock Exchange. During the year, the Company issued Foreign
Currency Convertible Bonds which are listed on the Euro MTF market of
the Luxembourg Stock Exchange.
2. Segment Reporting
As the Company''s 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''.
3. Related Party Transactions
Names of Related parties (as certified by the management)
Ultimate Holding Company
RHC Holding Private Limited* (Holding Company of FHHL with effect from
December 22, 2010)
Holding Company Fortis Healthcare Holdings Limited (''FHHL'')
Subsidiary Companies
a) International Hospital Limited (''IHL'')
b) Fortis Hospotel Limited (''FHTL'')
c) Escorts Heart Institute and Research Centre Limited (''EHIRCL'')
d) Lalitha Healthcare Private Limited (''LHPL'')
e) Escorts Hospital and Research Centre Limited (''EHRCL'')
f) Escorts Heart and Super Speciality Institute Limited (''EHSSIL'')
g) Escorts Heart and Super Speciality Hospital Limited (''EHSSHL'')
h) Escorts Heart Centre Limited (''EHCL'') (upto March 3, 2011)
i) Fortis Health Management Limited (''FHML'')
j) Fortis Healthcare International Limited (''FHIL'')
k) Fortis Malar Hospitals Limited (''FMHL'') with effect from October 1,
2009
l) Fortis Hospitals Limited (''FHsL'') with effect from June 18, 2009
m) Fortis Global Healthcare (Mauritius) Limited with effect from
October 7, 2009
n) Kanishka Housing Development Company Limited with effect from
December 17, 2009
o) Fortis Hospital Management Limited, (upto March 25, 2010)
p) Fortis Emergency Services Limited (with effect from April 30, 2009)
q) Malar Stars Medicare Limited (with effect from October 1, 2009)
r) Fortis C-Doc Healthcare Limited (with effect from September 17,
2010)
s) Fortis Asia Healthcare Pte. Limited (with effect from January 7,
2011)
t) Fortis Global Healthcare Infrastructure Pte. Limited (with effect
from March 31, 2011)
u) Fortis Healthstaff Limited (with effect from March 18, 2011)
Companies (f), (h), (s) and (u) above are subsidiaries of EHIRCL;
Companies (d), (e), (g), (j), (k), (o), (p) and (r) above are
subsidiaries of IHL and Company (i) above is the subsidiary of FHTL;
Companies (m) and (t) above are subsidiaries of FHIL; Company (n) is
the subsidiary of FHsL; Company (q) is the subsidiary of FMHL.
Fellow Subsidiaries Hiranandani Healthcare Private Limited
Fortis HealthStaff Limited (upto March 17, 2011)
Escorts Heart Center Limited (with effect from March 4, 2011)
Fortis Hospital Management Limited (with effect from March 26, 2010)
Religare Wellness Limited
Hospitalia Eastern Private Limited
Medsource Healthcare Private Limited
Fortis Global Healthcare Limited **
A-1 Book Company Private Limited **
RHC Finance Private Limited **
Maple Leaf Buildcon Private Limited **
Todays Holdings Private Limited **
Religare Infotech Private Limited **
RHC Financial Services (Mauritius) Limited **
Fortis Global Healthcare Holdings Pte. Limited (Singapore) **
Religare Infotech Pty Limited **
Altai Investments Limited **
Quality Healthcare Limited **
Quality Healthcare Medical Services Limited **
Quality Healthcare Medical Holdings Limited **
Portex Limited **
Quality Healthcare Services Limited **
Green Apple Associates Limited **
Quality HealthCare Hongkong Limited **
Quality HealthCare Medical Services (Macau)Limited **
Berkshire Group Limited **
HealthCare Opportunities Limited **
GlobalRX Limited **
SmartLab Limited **
Quality HealthCare Medical Centre Limited **
Universal Lane Limited **
Quality HealthCare Chinese Medicine Limited **
Quality HealthCare Psychological Services Limited **
Quality HealthCare Dental Services Limited **
Quality HealthCare Nursing Agency Limited **
Quality HealthCare Physiotherapy Services Limited **
Dynamic People Group Limited **
Normandy (Hongkong) Limited **
Quality EAP (Macau) Limited **
TCM Prodicts Limited **
Great Option Limited **
Marvellous Way Limited **
Poltallock Limited **
Summerset Green Limited **
Allied Medical Practices Guild Limited **
Quality HealthCare Professional Services Limited **
DB Health Services Limited **
GHC Holding Limited **
CASE Specialist Limited **
Jadeast Limited **
Jadefairs International Limited **
Jadison Investment Limited **
Jadway International Limited **
Megafaith International Limited **
Fortis Healthcare Singapore Pte. Limited **
Associates
a) Sunrise Medicare Private Limited
b) Fortis Hospital Management Limited with effect from March 26, 2010
(subsidiary upto March 25, 2010)
c) Hiranandani Healthcare Private Limited
d) Fortis Malar Hospitals Limited (''FMHL'') till September 30, 2009
e) Medical and Surgical Centre Limited, Mauritius (Associate of Fortis
Healthcare International Limited)
f) Parkways Holdings Limited from March 19, 2010 to August 20, 2010
g) Fortis Medicare International Limited with effect from June 22, 2010
Companies (b) and (d) are associates of International Hospital Limited.
Company (e) and (g) are associates of Fortis Healthcare International
Limited. Company (f) is an associate of Fortis Global Healthcare
Mauritius Limited.
Key Management Personnel (''KMP'')
Mr. Malvinder Mohan Singh - Chairman
Mr. Shivinder Mohan Singh - Managing Director
Enterprises owned or significantly influenced by key management
personnel or their relatives
a) Super Religare Laboratories Limited
b) Ranbaxy Laboratories Limited
c) RHC Holding Private Limited
d) Fortis Nursing and Education Society
e) Religare Securities Limited
f) Religare Commodities Limited
g) Religare Finvest Limited
h) Religare Travels (India) Limited
i) Religare Technova IT Services Limited
j) Oscar Investments Limited
k) Religare Aviation Limited
l) Malav Holdings Limited
4. 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 profit and loss account for the year are Rs. 2,008.62
lacs (Previous Year Rs. 2,046.15 lacs).
(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 profit and loss
account for the year are Rs. 83.99 lacs (Previous Year Rs. 38.64 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:
The total lease payments received in respect of such leases recognised
in the profit and loss account for the year are Rs. 749.31 lacs
(Previous Year Rs. 702.77 lacs).
5. Deferred Tax Assets / (Liability):
The Company has deferred tax liability of Rs. 464.70 lacs and deferred
tax assets of Rs. 1,175.73 lacs as per details below. The deferred tax
liability being less than the deferred tax assets, in the context of
block of assets, has not been provided for in the books as at the year
end. Also, 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 year, deferred tax assets on timing
differences, on carried-forward losses and unabsorbed depreciation have
not been accounted for in the books since it is not virtually certain
whether the Company will be able to use such losses/depreciation.
6. Contingent liabilities (not provided for) in respect of:
(Rs. in lacs)
Particulars As at As at
March 31, 2011 March 31, 2010
Claims against the Company not
acknowledged as debts (in respect of 397.06 378.06
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
Bank Guarantee executed in favour of
National Stock Exchange (''NSE'') towards – 700.00
listing of the shares of the Company with
the exchange. The NSE has discharged
the bank guarantee during the year as all
the obligations relating to the same were
compiled by the Company.
Provision for redemption premium of US0
million 5% foreign currency convertible 244.58 –
bonds due 2015 (Refer note 20 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.
– IDBI Bank 4,500.00 4,500.00
– Yes Bank – 2,500.00
– IndusInd Bank 20,000.00 20,000.00
– Axis Bank 2,000.00 2,000.00
– Royal Bank of Scotland 1,500.00 1,500.00
– HDFC Bank Limited 20,000.00 20,000.00
– Central Bank of India 20,000.00 20,000.00
– Hongkong and Shanghai Banking
Corporation Limited – 5,000.00
– Housing Development Finance
Corporation Limited 6,000.00 36,000.00
– ING Vysa Bank Limited – 10,000.00
– The Royal Bank of Scotland Plc. – 104,092.63
Others 6.47 11.80
7. Employee Stock Option Plan
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) in the previous year and 1,302,250
options (Grant IV) were granted during the current year. 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 is Rs. 155.87. As at March 31, 2011, the following scheme was in
operation:
8. Disclosures under Accounting Standard - 15 (Revised) on ''Employee
Benefits'':
Defined Benefit Plan
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 Company also provides leave encashment benefit to its employees
which is unfunded.
9. 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 unaudited financial statements of
the respective entity. The management does not anticipate any material
changes in the amounts considered in financial statements.
10. During the previous year the Company has redeemed 8,304,000, Class
''C'' Zero Percent Cumulative Redeemable Preference Shares of Rs. 10
each, to the extent of balance of Rs. 9 each at a premium of Rs. 98.50
per share. The redemption premium of Rs. 8,179.44 lacs on these shares
has been adjusted against the liability for premium on redemption of
Redeemable Preference Shares and the Securities Premium.
11. During the previous year, the Company has fully redeemed 150,000,
Class ''C'' Zero Percent Cumulative Redeemable Preference Shares of Rs.
10 each at a premium of Rs. 11,931.78 per share. The redemption premium
of Rs. 17,897.67 lacs on these shares has been adjusted against the
liability for premium on redemption of Redeemable Preference Shares and
the Securities Premium.
12. During the previous year, the Company has issued 260,000, Class
''C'' Zero Percent Cumulative Redeemable Preference Shares of Rs. 10 each
at a premium of Rs. 9,990 per share, which have been redeemed at a
premium of Rs. 10,291.37 per share. The total redemption premium of Rs.
26,757.26 lacs has been adjusted against the Securities Premium Account
as permitted by Section 78 of the Companies Act, 1956.
13. During the previous year, the Company has issued 260, Zero Percent
Unsecured Non- Convertible Debentures of Rs. 10,000,000 each. These
debentures are to be redeemed at various dates between November 25,
2010 to November 25, 2014 at an aggregate premium of Rs. 14,879.14
lacs. During the year Company has redeemed all of the above Zero
Percent Unsecured Non- Convertible Debentures at a premium of Rs. 13.60
lacs per debenture. The total redemption premium of Rs. 3,534.97 lacs
have been adjusted against the liability for the premium on redemption
of Non Convertible Debenture and the Securities Premium.
14. On October 27, 2009, pursuant to the Letter of offer (''LOF'') dated
September 22, 2009 the Company allotted on Rights Basis 90,646,936
Equity Shares of Rs.10 each at a premium of Rs.100 per Equity Share
aggregating to Rs.99,711.63 lacs and 90,646,936 Detachable Warrants (as
an eligible Equity Shareholder was entitled to receive one Detachable
Warrant for every one Equity Share allotted in the Issue). The
Detachable Warrants so issued could be freely and separately traded
until they are tendered for exercise. As per the LOF, the warrant
exercise period was between six months to eighteen months from the date
of allotment of the Equity Shares.
The Warrant Exercise Price for the Detachable Warrants was the average
of (i) average of the weekly closing prices of the Equity Shares on the
NSE in the 26 weeks immediately preceding the date fixed by the Company
for the determination of the Warrant Exercise Price of the Detachable
Warrants (the Relevant Date) and (ii) average of the weekly closing
prices of the Equity Shares on the NSE in the two weeks immediately
preceding the Relevant Date.
During the current year, the Company has, in terms of the LOF, issued
87,711,986 equity shares of Rs.10 each, against conversion of
detachable warrants to the entitled warrant holders, at an exercise
price of Rs.153 per detachable warrant, aggregating to Rs.134,199.34
lacs.
15. During the current year, the Company has 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) upto May 11, 2015 into fully paid equity shares with
full voting rights at par value of Rs.10.00 each of the Company
(Shares) at an initial Conversion Price (as defined in the Terms &
Conditions of the Bonds) of Rs.167 with 26,922.1557 shares being
issued per Bond with a fixed rate of exchange on conversion of Rs.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, 2011 amounting to Rs.244.58 lacs (Previous Year
Rs.Nil). 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, 2011 considered for restatement of the Bonds
at the year end was Rs.44.5872= US Dollar 1.
The Company has incurred expenses aggregating to Rs.1,223.09 lacs
(including Rs.25.00 lacs paid to auditors) in connection with its issue
of 5% Foreign Currency Convertible Bonds. The same have been adjusted
against the Securities Premium Account as permitted by Section 78 of
the Companies Act, 1956.
16. Pursuant to filing of the Scheme of Arrangement (the Scheme)
under section 391 to section 394 of the Companies Act, 1956, which was
approved by the Hon''ble High Court of Delhi vide its order dated April
4, 2011, Sunrise Medicare Private Limited (''SMPL'' and an associate of
the Company) has been demerged into Hospital and Consultancy Divisions.
The Hospital Division of the demerged SMPL entity has been merged with
one of the subsidiaries of the Company, Escorts Heart and Super
Speciality Hospital Limited with effect from April 1, 2010, being the
appointed date as per the Scheme and the Company has been allotted
1,392,520 Preference Shares of Rs. 79 each including premium of Rs. 69
each on May 16, 2011, as consideration in lieu of its shareholding in
SMPL. The Company has accordingly, reduced the investment in equity
shares of SMPL to Rs. 0.31 lacs and has disclosed the remaining
investment of Rs. 439.73 lacs, out of its original cost of investment
of Rs. 440.04 lacs in equity shares of SMPL towards the preference
shares of Escorts Heart and Super Speciality Hospital Limited.
17. The Company is liable to pay Income tax for the year 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, 1961, MAT
credit is available to the Company in subsequent assessment years in
respect of the minimum alternate tax paid in current year. Accordingly,
MAT credit of Rs. 1,837.32 lacs has been recognized in the current
year.
18. Details of dues to Micro, Small and Medium Enterprises as per
MSMED Act, 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.
19. Supplementary Statutory Information 26.1 Directors'' Remuneration
a) Total remuneration of Mr. Shivinder Mohan Singh, Managing Director
of the Company, for the year 2009-10 includes provision of Rs. 637.80
lacs for which the Company has applied for re consideration of
remuneration to Central Government, which was pending for approval.
b) As the liability for Gratuity and leave encashment is provided on an
actuarial basis for the Company as a whole, the amount pertaining to
the Directors is not ascertainable and, therefore, not included above.
20. The Company is a Service Company and is in the business of
providing healthcare services to people at large. Hence, no disclosures
are required to be given for quantitative information as per the
requirements of Part II of Schedule VI of the Companies Act, 1956.
21. Subsequent events
a) Subsequent to March 31, 2011, the Company has acquired remaining 10%
stake in Escorts Heart Institute and Research Centre Limited (''EHIRCL'')
on April 27, 2011, for Rs. 13,000 lacs from Fortis Healthcare Holdings
Limited, resulting in EHIRCL becoming wholly owned subsidiary of the
Company.
b) Subsequent to the March 31, 2011, the Company has acquired 74.59%
stake in Super Religare Laboratories Limited (''SRL'') on May 12, 2011,
for Rs. 80,368.53 lacs, resulting, SRL becoming subsidiary of the
Company.
22. Previous Year Comparatives
Previous Year''s figures have been regrouped, wherever necessary to
conform to current year''s classification.
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