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Fortis Healthcare
BSE: 532843|NSE: FORTIS|ISIN: INE061F01013|SECTOR: Hospitals & Medical Services
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« Mar 10
Notes to Accounts Year End : Mar '11
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.
 
 
 
 
 
 
 
 
 
 
 
Source : Dion Global Solutions Limited
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