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Moneycontrol.com India | Notes to Account > Hospitals & Medical Services > Notes to Account from Fortis Malar Hospitals - BSE: 523696, NSE: N.A
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Fortis Malar Hospitals
BSE: 523696|ISIN: INE842B01015|SECTOR: Hospitals & Medical Services
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Fortis Malar Hospitals is not listed on NSE
« Mar 11
Notes to Accounts Year End : Mar '12
1.  Corporate information
 
 Fortis Malar Hospitals Limited (the Company) was incorporated in the
 year 1989 to set up, manage and operate a multi specialty hospital and
 it commenced its commercial operations in the year 1992. The Company is
 a subsidiary of Fortis Hospitals Limited.
 
 2.  Basis of preparation
 
 The financial statements of the Company have been prepared in
 accordance with generally accepted accounting principles in India
 (Indian GAAP). The Company has prepared these financial statements to
 comply in all material respects with the accounting standards notified
 under the Companies (Accounting Standards) Rules, 2006, (as amended)
 and the relevant provisions of the Companies Act, 1956. The financial
 statements have been prepared on an accrual basis and under the
 historical cost convention.
 
 The accounting policies adopted in the preparation of financial
 statements are consistent with those of previous year, except as given
 below.
 
 Terms/ rights attached to equity shares
 
 The Company has only one class of equity shares having par value of Rs.
 10 per share. Each holder of equity shares is entitled to one vote per
 share. The Company declares and pays dividends in Indian rupees. The
 dividend proposed by the Board of Directors is subject to the approval
 of the shareholders in the ensuing Annual General Meeting.
 
 In the event of liquidation of the Company, the holders of equity
 shares will be entitled to receive remaining assets of the Company,
 after distribution of all preferential amounts. The distribution will
 be in proportion to the number of equity shares held by the
 shareholders.
 
 b - Security/ Guarantee against long term borrowings
 
 The loan is secured by sole and exclusive charge on all fixed assets
 and current assets both present and future, including land and
 building, medical assets and plant and machinery.Further, the loan is
 secured by corporate guarantee of International Hospitals Limited.
 
 c - Repayment Terms of the long term borrowings
 
 Repayment in respect of the loan outstanding of Rs. 23.60 million is 36
 monthly instalments.
 
 Repayment in respect of other loans is 60 monthly instalments to
 commence after 12 months principal moratorium from disbursement of each
 tranche. Interest to be serviced monthly.
 
 2 Proposed sale of Hospital Infrastructure Undertaking
 
 The Shareholders of the Company have approved vide resolution dated
 July 18, 2011, the transfer / sale / disposal of Hospital
 Infrastructure Undertaking including Out Patient Department business
 and radio diagnosis equipments (''Hospital Infrastructure Undertaking'')
 on a Going Concern Basis through slump sale to any one of the
 Affiliates / Group Company / Companies under the same management for a
 consideration of an amount not less than Rs. 600,000,000. On February 7,
 2012, the Company has signed a Term Sheet with Fortis Health Management
 Limited (''FHML''), one of its group companies expressing intent to sell
 the Hospital Infrastructure Undertaking and proposed to enter into an
 exclusive and irrevocable Business Transfer Agreement effecting the
 transfer at a later date not exceeding six months from the date of the
 Term Sheet. The Company has also received an advance of Rs. 650,000,000
 on February 7, 2012 towards the proposed transfer.  The Company is in
 the process of taking necessary steps to execute the transfer. The
 Company has temporarily invested this amount as inter corporate deposit
 and has earned an interest of Rs. 9,616,439. The Company is still in
 discussion with FHML regarding finalizing the valuation for the
 transaction and other terms and conditions including the arrangement to
 lease back the infrastructure post the proposed transfer.
 
 3 Management fee from Hospitals
 
 During the current year, the Company has received management fee from
 two hospitals with which the Company had entered into operation and
 management agreements aggregating to Rs. 19,125,440. Of the above, one
 agreement has been terminated during December 2011 and the other
 agreement subsequent to the year end in April 2012.
 
 4 Segment reporting
 
 Primary Segment
 
 The Company is engaged in providing health care services, which in the
 context of Accounting Standard 17 (Segmental Information) is considered
 as the only business segment. Accordingly, no separate segmental
 information has been provided herein.
 
 Secondary Segment - Geographical Segment.
 
 The Company primarily operates in India and therefore mainly caters to
 the needs of the domestic market.  Therefore, there are no reportable
 geographical segments.
 
 5 Capital and other commitments
 
 At March 31, 2012, the Company has capital commitments of Rs. 1,075,617
 (Previous year Rs. Nil) towards purchase of assets.
 
 6 Contigent Liabilities
 
                                              March 31, 
                                              2012        March 31, 
                                                          2011
 
 Claims against the Company not 
 acknowledged as debts                       72,323,252   3,223,252
 (in respect of 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.
 
 7 Deferral/capitalization of exchange differences
 
 The Ministry of Corporate Affairs (MCA) has issued the amendment dated
 December 29, 2011 to AS 11 The Effects of Changes in Foreign Exchange
 Rates, to allow companies deferral/ capitalization of exchange
 differences arising on long-term foreign currency monetary items.
 
 In accordance with the amendment/earlier amendment to AS 11, the
 company has capitalized exchange loss, arising on long-term foreign
 currency loan, amounting to Rs. 3,033,591 (March 31, 2011: Exchange gain
 Rs. 151,025) to the cost of plant and equipments.
 
 8 Gratuity
 
 The Company has a defined benefit gratuity plan, whereby the employees
 are entitled to gratuity benefit on the basis of last salary drawn and
 completed number of years of service.
 
 The Company also provides leave encashment benefit to employees, which
 is unfunded. The Company also provides superannuation benefits to its
 senior executives
 
 The estimates of future salary increases, considered in actuarial
 valuation, take account of inflation, seniority, promotion and other
 related factors, such as supply and demand in the employment market.
 
 The company expects to contribute Rs. 1,600,000 to gratuity in the next
 year (March 31, 2011: Rs. 638,000).
 
 The fund is 100% administered by Life Insurance Corporation of India
 (LIC). The overall expected rate of return on assets is
 determined based on the market prices prevailing on that date,
 applicable to the period over which the obligation is to be settled.
 
 Amounts for the current and previous four periods are as follows:
 
 4 Employee stock option plans
 
 The Company provides share-based payment schemes to its employees.
 During the year ended March 31, 2012, an employee stock option plan
 (ESOP) was in existence. The relevant details of the scheme and the
 grant are as below.
 
 Malar Employee Stock Option Plan 2008 (Scheme) was approved by the
 board of directors of the company on 31st July 2008/28th May 2009 and
 by shareholders in the annual general meeting held on 29th September,
 2008 /21st August 2009. The following are some of the important
 conditions to the scheme:
 
 Vesting Plan
 
 - 25% of the option shall vest on the completion of 12 months from
 the grant date.
 
 - 25% of the option shall vest on the completion of 24 months from
 the grant date.
 
 - 25% of the option shall vest on the completion of 36 months from
 the grant date.
 
 - 25% of the option shall vest on the completion of 48 months from
 the grant date.
 
 Exercise Plan
 
 There shall be no lock in period after the options have vested. The
 vested options will be eligible to be exercised on the vesting date
 itself. Notwithstanding any provisions to the contrary in this plan the
 options must be exercised before the end of the tenure of the plan.
 
 Effective Date
 
 The plan shall be deemed to have come to in force on the 21 August 2009
 or on such other date as may be prescribed by the board of directors of
 the company subject to the approval of shareholders of the company in
 general meeting.
 
 The weighted average remaining contractual life for the stock options
 outstanding as at 31 March 2012 is 4.75 years (31 March 2011: 5.75
 years). The range of exercise prices for options outstanding at the end
 of the year was Rs. 10. (31 March 2011: Rs. 10.)
 
 The weighted average fair value of stock options granted during the
 year was Rs. 13.45 (31 March 2011: Rs. 13.45).  The Black Scholes valuation
 model has been used for computing the weighted average fair value
 considering the following inputs:
 
 The expected life of the stock is based on historical data and current
 expectations and is not necessarily indicative of exercise patterns
 that may occur. The expected volatility reflects the assumption that
 the historical volatility over a period similar to the life of the
 options is indicative of future trends, which may also not necessarily
 be the actual outcome.
 
 9 Operating lease payments
 
 Operating lease agreements have been entered in to by the Company with
 respect to office premises and medical equipments. The total lease
 payments made during the year are as follows:
 
 10 There are no overdue amounts payable to Micro and Small Enterprises
 as defined under the Micro, Small and Medium Enterprises Development
 Act, 2006 based on information available with the Company. Further, the
 Company has not paid any interest to any Micro and Small Enterprises
 during the year ended March 31, 2012 and year ended March 31, 2011.
 
 11 The figures of previous year were audited by a firm of Chartered
 accountants other than S R B C & Co.  Previous year''s figures have been
 regrouped where necessary to conform to the current year''s
 classification.
Source : Dion Global Solutions Limited
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