The Directors have pleasure in presenting the Twentieth Annual Report
on business operations together with the Audited Financial Statements
and the Auditors Report of your Company for the financial year ended
March 31, 2011.
PERFORMANCE HIGHLIGHTS
The financial highlights of your Company on a consolidated basis for
the year under review are given below:
(Rs. in Lakhs)
Particulars For the year For the year
ended March 31, ended March 31,
2011 2011
Total Income 8,369.49 6,424.48
Total Expenditure 7,114.77 5,462.20
Profit Before Interest Tax &
Depreciation 1,254.72 962.28
Less: Financial Cost 143.43 163.51
Less: Depreciation/Provision for
Obsolescence/Impairment 293.33 265.04
Profits before Tax 817.96 533.73
Net Profits after Tax 544.30 350.29
The financial highlights of your Company on a standalone basis for the
year under review are given below:
(Rs. in Lakhs)
Particulars For the year For the year
ended March 31, ended March 31,
2011 2010
Total Income 8,369.49 6,424.48
Total Expenditure 7,116.70 5,462.64
Profit Before Interest, Tax &
Depreciation 1,252.79 961.84
Less: Financial Cost 143.43 163.51
Less: Depreciation/Provision for
Obsolescence/Impairment 293.33 265.04
Profits for the period 816.03 533.29
Net Profits 542.97 349.99
FINANCIAL PERFORMANCE
Your Company has done exceedingly well for the successive year, both in
terms of Revenue and Profitability. During the year under review, your
Company recorded a growth of 30% in consolidated revenues to reach Rs.
8,369.49 lakhs in Financial year 2010-11 from Rs. 6,424.48 Lakhs in
Financial year 2009-10. The Company generated Rs. 544.30 lakhs in net
profits, an increase of 55% over the previous years profit of Rs.
350.29 lakhs.
The growth in revenues and profits was an outcome of overall growth
across various primary specialties which include Cardiac Sciences,
Neuro Sciences, Renal Sciences, Gastroenterology, General Surgery and
Diagnostics. The Health Checks and regular MSOT procedures contributed
significantly to the revenues. Further, your Company also witnessed
significant growth in revenues from International patients.
OPERATIONS
Your Company continued its focus on Patient Care and Patient Welfare
Services resulting in significant improvement in Patient satisfaction
levels. We continued our investment in renovation activities,
upgradation of medical and engineering equipment. Your Company has
started Tele-medicine services which would make available the best
medical care to patients even to the remotest corner of India and
abroad.
DIVIDEND AND TRANSFER OF RESERVES
In view of the unavailability of distributable profits, your Directors
express their inability to recommend any dividend for the year. During
the year under review, no amount has been transferred to reserves.
STOCK OPTIONS
Pursuant to the provisions of the Securities and Exchange Board of
India (Employees Stock Option Scheme and Employees Stock Purchase
Scheme) Guidelines, 1999, as amended from time to time, the details of
stock options as on March 31, 2011 under the Malar Employees Stock
Option Plan 2008 are set out in the Annexure to this Directors
Report.
SUBSIDIARIES
During the Financial Year 2010-11, your Company had only one subsidiary
Company viz. Malar Stars Medicare Limited. The main objects of the said
wholly-owned subsidiary includes setting up, managing / administering
hospitals and to provide medicare and health care services. Exemption
under Section 212(8) of the Companies Act, 1956:
The Ministry of Corporate Affairs, Government of India, vide its
General Circular No. 2/2011 dated February 8,2011 has granted general
exemption to the Companies from annexing the Accounts and other
information of the subsidiaries along with Accounts of the Holding
Company subject to the fulfillment of the conditions prescribed in the
said Circular.
Claiming the said exemption, your Company has obtained the consent of
its Board of Directors for not attaching the balance sheet of its
subsidiary and has disclosed in the Consolidated Balance Sheet, the
following information in aggregate for its subsidiary: (a) capital (b)
reserves (c) total assets (d) total liabilities (e) details of
investment (except in case of investment in the subsidiaries) (f)
turnover (g) profit before taxation (h) provision for taxation (i)
profit after taxation (j) proposed dividend. The Annual Accounts of the
Subsidiary Company and the related detailed information are open for
inspection by any shareholder including the shareholder of subsidiary
Company at the registered office of the Company and its subsidiary
during the working hours on all working days. The Company will make
available these documents to the shareholders including shareholders of
subsidiary company upon receipt of request from them. The shareholders,
if they so desire, may write to the Company to obtain a copy of
financials of the subsidiary Company.
GROUP
Persons constituting group as defined under the Monopolies and
Restrictive Trade Practices Act, 1969 for the purpose of Regulation
3(1)(e)(i) of the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations 1997, as amended from time to time, include the
following:
a. Mr. Malvinder Mohan Singh;
b. Mr. Shivinder Mohan Singh;
c. Mrs. Japna Malvinder Singh Wife of Mr. Malvinder Mohan Singh;
d. Mrs. Aditi Shivinder Singh Wife of Mr. Shivinder Mohan Singh;
e. Escorts Heart and Super Speciality Hospital Limited;
f. Escorts Heart and Super Speciality Institute Limited;
g. Escorts Heart Centre Limited;
h. Escorts Heart Institute and Research Centre Limited;
I. Escorts Hospital and Research Centre Limited;
j. FortisAsia Healthcare Pte Limited;
k. Fortis C - Doc Healthcare Limited;
I. Fortis Emergency Services Limited;
m. Fortis Global Healthcare (Mauritius) Limited;
n. Fortis Global Healthcare Infrastructure Pte Ltd;
o. Fortis Health Management (East) Limited;
p. Fortis Health Management (North) Limited;
q. Fortis Health Management (South) Limited;
r. Fortis Health Management (West) Limited;
s. Fortis Health Management Limited;
t. Fortis Healthcare (India) Limited;
u. Fortis Healthcare Global Pte Ltd.;
v. Fortis Healthcare Holdings Limited;
w. Fortis Healthcare India Holdings Pte Ltd.;
x. Fortis Healthcare International Limited;
y. Fortis Healthcare International Pte Limited;
z. Fortis Hospital Management Limited;
aa. Fortis Hospitals Limited;
bb. Fortis Hospotel Limited;
cc. Fortis Malar Hospitals Limited;
dd. International Hospital Limited;
ee. Kanishka Healthcare Limited;
ff. Lalitha Healthcare Private Limited;
gg. Malar Stars Medicare Limited;
hh. Malav Holdings Private Limited;
ii. RHC Holding Private Limited;
jj. RHC Holding Pte Ltd.;
kk. Shivi Holdings Private Limited;
II. Super Religare Laboratories Limited.
DEPOSITS
During the year under review, your Company has not accepted any
deposits under Section 58A of the Companies Act, 1956 read with the
Company (Acceptance of Deposits) Rules, 1975.
DIRECTORS
During the year under review, Mr. Bhavdeep Singh resigned from the
Directorship and Chairmanship of the Company w.e.f January 10, 2011.
The Board wishes to place its sincere appreciation for the valuable
services and support rendered by him during his tenure as a Chairman
and Director of the Company.
Further, in terms of nomination received from International Hospital
Limited, the holding company, Dr. Lloyd Nazareth has been appointed as
an Additional Director of the Company w.e.f. January 28, 2011. Pursuant
to the provisions of Section 260 of the Companies Act, 1956, Dr. Lloyd
Nazareth holds the office upto the date of the ensuing Annual General
Meeting and is eligible for appointment as Director of the Company in
terms of Section 257 of the Companies Act,1956.
In accordance with the provisions of the Companies Act, 1956 and
Articles of Association of the Company, Mr. Ramesh L. Adige and Mr. P.
Murari shall retire by rotation as Directors at the ensuing Annual
General Meeting and being eligible, they have offered themselves for
re-appointment.
STATUTORY AUDITORS / AUDITORS REPORT
M/s. K. Gopalan & Co, Chartered Accountants, the retiring Auditors have
expressed their unwillingness to be appointed as Statutory Auditors of
the Company after the conclusion of the ensuing Annual General Meeting
on account of their preoccupations.
Accordingly, it is proposed to appoint M/s. S.R. Batliboi & Co, (Firm
Registration No.324982E) Chartered Accountants, who, on being
approached, have consented to act as Auditors of the Company and from
whom a certificate has been received to the effect that their
appointment, if made, will be within the limits prescribed under the
provisions of section 224 (IB) of the Companies Act, 1956, in place of
M/s. K. Gopalan&Co, Chartered Accountants, to hold office until
conclusion of the nextAnnual General Meeting at a remuneration to be
fixed by the Board.
The Auditors have, in their Report to the Shareholders on the Financial
Statements of the Company, made the following comments:
ix) (a.) Except the Service tax covered in the Note 12of Schedule 15,
undisputed statutory dues including provident fund, Income Tax, Cess
and other material statutory dues have generally been regularly
deposited during the period with the appropriate authorities. The
Company has not fully remitted the service tax for the payments
received. The arrears of service tax outstanding for more than six
months as at the last day of financial year is%10.96 lacs.
The Company has been claiming service tax on dues from M/s. Star Health
and Allied Insurance Co. Ltd. (TPA) under TNCM insurance scheme. There
have been disputes on the quantum and applicability of service tax for
Government Scheme patients. The management is in discussion with TPA
and an amicable settlement is expected soon, otherwise the entire
Service Tax dues will be paid within a weeks time.
VOLUNTARY DELISTING OF SHARES
The Madras Stock Exchange Limited (MSE), Chennai, vide its Letter dated
November 18, 2010, approved the voluntary delisting application pending
with it for a long time. The Companys Equity Shares shall continue to
be listed on Bombay Stock Exchange Limited (BSE) which has nation wide
trading terminals.
DEMATERIALISATION OF SHARES
Your Company has entered into agreements with the National Securities
Depository Limited (NSDL) and Central Depository Services (India)
Limited (CDSL) for dematerialization of the shares of the Company.
Accordingly, the shares of your Company are available for
dematerialization and can be traded in Dematform.
REPORT ON CORPORATE GOVERNANCE
Your Company continues to strive towards highest standards of Corporate
Governance while interacting with all the stakeholders.
The Report of Board of Directors of the Company on Corporate Governance
is given in separate section titled Report on Corporate Governance
which forms part of this Annual Report.
MANAGEMENT DISCUSSION & ANALYSIS
A detailed review of operations, performance and future outlook of the
Company is given separately under the head Management Discussion and
Analysis and forms a part of this report.
DISCLOSURES UNDERSECTION 217 0F THE COMPANIES ACT, 1956
Except, as disclosed elsewhere in the Report, there have been no
material changes and commitments, which can affect the financial
position of the Company between the end of the financial year and the
date of report.
As required under Section 217(2) of the Companies Act, 1956, the Board
of Directors informs the shareholders that during the period under
review, no changes have occurred in the nature of the Companys
business or in the business of the Companys subsidiary or in the
nature of the business carried on by them and generally in the classes
of business in which the Company has an interest.
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 Share holders
excluding this Annexure. Any shareholder interested in obtaining such
information may write to the Company Secretary at the Registered Office
of the Company.
DIRECTORSRESPONSIBILITY STATEMENT
As required under section 217(2 AA) of the Companies Act, 1956 the
Directors hereby confirm that:
1. in the preparation of the Annual Accounts, the applicable
Accounting Standards had been followed along with proper explanation
relating to material departures;
2. appropriate accounting policies have been selected and applied
consistently and the judgments and estimates made are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2011 and of the Profit or Loss of the
Company for the period ended on that date;
3. 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 the Company and for
preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO:
The particulars as required under Section 217(1)(e) of the Companies
Act, 1956 read with the Companies (Disclosure of particulars in the
report of Board of Directors) Rules, 1988, are set in the Annexure
included in this Report.
ACKNOWLEDGEMENTS
Your Company is grateful for the co-operation and assistance extended
by various Banks and the Government of Tamil Nadu. The Board also
wishes to place on record its appreciation of the dedicated services of
our consultants, employees and other members of the hospital. The Board
also places on record its Sincere appreciation to the Shareholders for
their continued faith in the management of the Company.
For and on behalf of the Board of Directors
Krish Ramesh Dr. Lloyd Nazareth
(WholeTimeDirector) (Director)
Place : Chennai
Date : 16th May, 2011
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