The Directors take pleasure in presenting the Annual Report and
 Audited Accounts of your Company for the financial year ended March 31,
 2012.
 
 FINANCIAL RESULTS Year Ended                              (Rs./lacs)
 
                                          31.03.2012      31.03.2011
 
 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 
 Appropriations
 
 - 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
 
 OPERATIONS
 
 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.
 
 DIVIDEND
 
 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
 inclusive).
 
 EXPANSION/DIVERSIFICATION/FUTURE OUTLOOK
 
 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
 varied segments.
 
 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
 greater satisfaction.
 
 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.
 
 SUBSIDIARY COMPANIES
 
 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.
 
 FIXED DEPOSITS
 
 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
 balance sheet.
 
 COST AUDIT
 
 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.
 
 AUDITORS
 
 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.
 
 AUDITORS REPORT
 
 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''
 basis.
 
 ACKNOWLEDGEMENT
 
 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