The Directors take pleasure in presenting the Annual Report and
Audited Accounts of your Company for the financial year ended March 31,
FINANCIAL RESULTS Year Ended (Rs./lacs)
Total Revenue 4,077.14 4,266.17
Profit Before Depreciation 2,671.55 2,992.09
- Depreciation 15.95 13.72
Profit Before Tax 2,655.60 2,978.37
- Provision for Tax - Current 874.53 1,099.50
- Provision for Tax - Deferred 31.73 (104.83)
Net Profit After Tax 1,749.34 1,983.70
Extra Ordinary Items - -
Net Profit After Extra
Ordinary Items 1,749.34 1,983.70
Balance brought forward from
Previous Year 2,967.93 1,953.50
Profit Available for
Appropriations 4,717.27 3,937.20
- Dividend to Equity Shareholders 661.89 661.89
- Dividend Tax 107.38 107.38
- Transfer to General Reserve 200.00 200.00
Balance Carried Forward 3,748.00 2,967.93
The gross total income of your Company for the year ended March 31,
2012 amounted to Rs.4,077.14 lacs as against Rs.4,266.17 lacs during
the previous year. It includes lease rental of Rs.4,000 lacs received
from Apollo Tyres Ltd. (ATL), in accordance with the terms of the Lease
Agreement executed with ATL. After providing for depreciation and tax,
net profit amounted to Rs.1,749.34 lacs as against Rs.1,983.70 lacs in
the previous year.
Your directors recommend dividend of Rs. 1.00 per equity share for the
FY12, for your approval. There will be no tax deduction at source on
dividend payments, but your Company will have to pay dividend
distribution tax amounting to Rs. 107.38 lacs inclusive of surcharge.
The dividend, if approved, shall be payable to the shareholders
registered in the books of the Company and the beneficial owners as per
details furnished by the depositories, determined with reference to the
book closure from August 1, 2012 to August 8, 2012 (both days
During the year under review, your super-specialty hospital in
Gurgaon, by the name of Artemis Health Institute, owned by subsidiary
company-Artemis Medicare Services Ltd., continued to scale new heights
in terms of service excellence and customer satisfaction. Your
healthcare operations remained smooth during the year under review. All
efforts were made by the facility to provide super-specialty services,
of international standards, primarily related to cancer, cardiology,
orthopedics, renal transplant, endoscopy and in-vitro fertilization. It
continues to serve several national and international patients in
Artemis is in the process to expand and set up an approximate 50 bedded
hospital at New Delhi enabling the Company''s healthcare operations to
raise its total bed strength to approximate 350 beds.Artemis also
intends to launch its Bone Marrow Transplant Centre during the current
financial year and shall aim to enhance its customer base manifold in
all segments of super-specialty healthcare needs.
Your directors are confident that the market strategy of Artemis will
yield favorable growth by creating a niche Artemis Brand'' in the coming
years. Your Company looks forward to a sustained healthy growth by
nurturing long term committed relationship with the doctors, staff
while ensuring good clinical outcomes coupled with customer delight and
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a detailed Management Discussion and Analysis Report is
presented in a separate section forming part of the Annual Report.
Driven by prudent operational stratagem and aimed at facilitating ease
of functioning, your Company has put in place a network of
subsidiaries. As on March 31, 2012, your Company had 3 subsidiaries
including an indirect subsidiary.
As per the provisions of Section 212 of the Companies Act 1956, your
Company is required to attach the Directors'' Report, Balance Sheet,
Profit & Loss Account and other information of the subsidiary companies
to its Balance Sheet. However, the Ministry of Corporate Affairs,
Government of India has, vide its General Circular No. 2 and 3 dated
February 8, 2011 and February 21, 2011 respectively, granted a general
exemption from compliance with section 212(8) of the Companies Act
1956, from attaching the Annual Accounts of subsidiaries in the annual
published accounts of the Company subject to fulfillment of conditions
stipulated in the said circulars. Your Company meets all the conditions
stated in the aforesaid circulars and therefore the standalone
financial statements of each subsidiary are not annexed with the Annual
Report for the financial year ended March 31, 2012.
The consolidated financial statements of the Company and its
subsidiaries are attached in the Annual Report. A statement containing
brief financial details of all the subsidiaries of the Company for the
year ended March 31, 2012 forms part of the Annual Report. As required,
pursuant to the provisions of Section 212 of the Companies Act 1956, a
statement of the holding Company''s interest in the subsidiary companies
forms part of the Annual Report. The annual accounts of the subsidiary
companies will be made available to shareholders on request and will
also be kept for inspection by any shareholder at the Registered Office
and Corporate Headquarters of your Company, and its subsidiaries.
During the year under review, your Company has not invited or accepted
any deposits from the public pursuant to the provisions of Section 58A
of the Companies Act 1956 and no amount of principal or interest was
outstanding in respect of deposits from the public as on the date of
Your Company has made an application to the Central Government for
availing exemption from the requirements of cost audit as your Company
does not have its own production and its facility has been leased out
to Apollo Tyres Ltd.
M/s. H. N. Mehta Associates, Chartered Accountants, Statutory Auditors
of your Company, will retire at the conclusion of the ensuing Annual
General Meeting and being eligible, offer themselves for reappointment
as Statutory Auditors for the FY13.
The comments on the statement of accounts referred to in the Report of
the Auditors are self explanatory.
BOARD OF DIRECTORS
The Government of Kerala nominated Mr. Alkesh Kumar Sharma and Mr. V.P.
Joy in place of Mr. T. Balakrishnan and Dr. A. K. Dubey respectively on
the Board of the Company w.e.f. February 9, 2012. The Board places on
record its appreciation for the contribution made by Mr. T.
Balakrishnan and Dr. A. K. Dubey during their tenure of Directorship.
Mr.Neeraj Kanwar and Mr. Harish Bahadur, Directors will retire by
rotation at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-appointment. The brief resumes of the Directors
who are to be re-appointed, the nature of their expertise in specific
functional areas, names of companies in which they hold directorships,
committee memberships/chairmanships, their shareholding, etc. are
furnished as part of the notice of the ensuing Annual General Meeting.
None of the Directors are disqualified under Section 274 (1) (g) of the
Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As the Company''s facility has been leased out to Apollo Tyres Ltd. and
the Company is not carrying out any manufacturing activity of its own,
no information is required to be furnished under Section 217 (1) (e) of
the Companies Act, 1956.
REPORT ON CORPORATE GOVERNANCE
The Company is committed to adopting and adhering to the best corporate
governance practices. The compliance report on Corporate Governance
and a certificate from M/s. H. N. Mehta Associates, Chartered
Accountants, Statutory Auditors of the Company, regarding compliance of
the conditions of Corporate Governance, as stipulated under Clause 49
of the Listing Agreement with the Stock Exchanges, is attached herewith
and forms part of this Annual Report.
PARTICULARS OF EMPLOYEES
There were no employees during the year under review, drawing
remuneration specified under Section 217 (2A) of the Companies Act,
1956, read with Companies (Particulars of Employees) Rules, 1975. As
such, no particulars are required to be furnished.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies
Act, 1956, the Board of Directors of the Company confirms that:
i) in preparation of the annual accounts for the year ended March 31,
2012, the applicable accounting standards have been followed and there
has been no material departure;
ii) the selected accounting policies were applied consistently and the
Directors made judgments and estimates that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as on March 31, 2012 and of the profit of the Company for the
year ended as on date;
iii) appropriate 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; and
iv) the annual accounts have been prepared on a ''going concern''
Your Directors place on record their appreciation for assistance
received from the Central Government, State Governments of Kerala and
Haryana, bankers, consumers, business partners and stakeholders for
their valuable support and patronage during the year under review. The
Board further wishes to extend its appreciation of the contributions
made by employees towards growth of the business.
For and on behalf of the Board of Directors
Place: Gurgaon (ONKAR S. KANWAR)
Dated: May 10, 2012 CHAIRMAN