ANNUAL REPORT 2016 - 2017
Climbing the Stairs of Growth, Step by Step & Spreading Smiles.
11 Multi-specialty Units
More than a Million Lives Touched
Best CSR initiative in Healthcare Award-2017
Recognised as the Best Medical Tourism Centre of Gujarat
SHALBY LIMITED 10-Year Revenue CAGR of 33%
Shalby Hospitals, Opposite Karnawati Club, Sarkhej Gandhinagar Highway, Near Prahlad Nagar Garden, Ahmedabad – 380 015, Gujarat, India.
Over 60 OPD Centres across the globe 19 Chairman's Message
21 CEO's Insights
General Information & 22 Governance
25 Financial Highlights
27 Directors' Report
Auditors' Report on 63 Standalone Financial Statements
69 Standalone Financial Statements
Auditors' Report on 114 Consolidated Financial Statements
119 Consolidated Financial Statements
1 We at Shalby strongly imbibe the belief that Good Health is the moral right of every individual. Our Good Health, mission revolves around this belief and place patients at the core of our activities each day, through the year. Patient centricity is ingrained in every aspect of our expert healthcare, be it quality, compassion or approach towards preserving lives. The Moral Right
of every
individual for
Growing Life
2 3 Growth from within and abound, may be an expression that will describe Shalby’s growth story of over two decades. The journey that began with 4 hospitals in 2012 has transformed us to the Pace of stature of a multi-specialty hospital chain with 11 hospitals (8 fully operational hospitals and 3 recently set-up hospitals), spread across Central and Western India. Growth
that Scripts
Growth
Faster
4 5 Daring to demonstrate the power of artificial Knee Joints at a time when it was one of the most Enabling dreaded surgeries in the world, shows Shalby’s passion for enabling lives with expert healthcare. Each individual who has got a new lease of life through Shalby’s Zero Technique Knee Replacement enabled us to emerge as a world renowned Centre for Joint Replacement. Lives to Today, with a record of over 50,000 successful joint replacement surgeries, Shalby spreads the smiles of Good Health, across the globe. Walk Extra
Miles &
Grow
6 7 LOCATION OF HOSPITALS & PATIENT OUTREACH CLINICS
MOHALI
Reaching DEHRADUN HANUMANGARH GHAZIABAD DELHI Out to BIKANER JHUNJHUNU SIKAR Patients BARMER JAIPUR JODHPUR AJMER KISHANGARH at SANCHORE BHUJ JABALPUR Doorsteps INDORE
JAMSHEDPUR
RANCHI
BILASPUR MUMBAI
RAIPUR
CHENNAI
UAE
SACE Making healthcare available at the doorsteps of people is the cherished (Shalby Arthroplasty Centre of Excellence) mission of Shalby. Besides establishing most modern multi-specialty healthcare in tier-II and tier-III cities of the country, Shalby has been reaching out to patients at their doorsteps with its novel concept of OPDs and Patient outreach clinics. Today, we operate over 62 OPD Centres Ethopia across India and 6 in rest of the world. Kampala (1)
Tanzania Dar-es-Salaam (3)
Outpatient Clinic
SACE (Shalby Arthroplasty Centre of Excellence)
8 9 Recognitions & Awards:
Stepping
Stones for
Excellence GUJARAT RATNA BEST MULTI-SPECIALTY COMPANY OF THE YEAR AWARD 2014 AWARD 2015-16 HOSPITAL - METRO INDIA IN RECOGNITION OF BY CNBC HEALTHCARE AWARDS 2014 VALUABLE CONTRIBUTION & Growth BY ICICI LOMBARD & CNBC TOWARDS HEALTHCARE BY IMA MED ACHIEVERS
BEST MEDIUM ENTERPRISES AWARD TECH-SAVVY SME SECTOR BY YES BANK & BUSINESS TODAY EMERGING INDIA AWARDS 2012 BY ICICI BANK
Shalby has been bestowed with numerous awards and accolades by the Indian Healthcare industry, almost every year. We, at Shalby consider each one of them as a stepping stone for achieving further excellence in our customer satisfaction index through quality healthcare deliveries. Out of the many awards Shalby has been conferred with, also includes the coveted recognition of “The Best Medical Tourism Centre – 2016” by Gujarat Tourism. We owe it all to the goodwill of millions who have experienced Shalby’s compassionate care HEALTHCARE SERVICE PROVIDER FICCI HEALTHCARE RAJIV GANDHI NATIONAL which helped us grow consistently from strength to strength. COMPANY OF THE YEAR OPERATIONAL QUALITY AWARDS 2010 AWARDS 2013 EXCELLENCE AWARDS 2011 BY BUREAU OF BY FROST & SULLIVAN BY FICCI INDIAN STANDARDS
10 11 Shalby has been out growing the healthcare pace in terms of compounded annual growth year on Your smiles year. We attribute this success story to the faith and trust millions have been investing in us over the years. We have clocked a 10-Year Revenue CAGR of 33% from the FY 2007 to FY 2017. are the reasons
behind our
compounded
annual growth
12 13 Shalby today is a global family, ever growing on the strong foundation of Trust of multi-specialty A Million care under one roof. We at Shalby measure our growth with the addition of each smiling face to our family, relieved of pain and ill- health. We invest heavily to grow smiles and grow with them. Lives Touched
and the
Trust
Grows
14 15 Shalby’s Corporate Social Responsibility Programmes are aimed at giving back to the society.
Shalby bags Award for CSR Initiative
Healthcare at doorsteps, our Joint Express and Heart Express initiative has won the "Best CSR Initiative in Healthcare" award, at the 7th Healthcare Leaders Forum, New Delhi.
The award has been received by Mr. Ravi Bhandari, CEO of our Company at the hands of Mr. Arun Singhal, Joint Secretary, Health & Family Welfare, Government of India at a function held in New Delhi on June 30, 2017
16 17 CHAIRMAN’S MESSAGE
Dubai and Egypt. Your Company, through its tie-ups performance in the second half of Fiscal 2017 has been offering out-patient consultation services though, saw a temporary impact of demonetization, to the population of Kolkata for over half a decade which has impacted all industry sectors to varying and I am pleased to announce that, Shalby has degrees, and ours was no exception. recently taken over the operations and management We continue to focus on initiatives to improve our of the Orthopedics Department at Ohio Hospitals in operational efficiency. Healthcare industry being Kolkata, where it offers its entire range of orthopedic highly capital intensive, we have managed to ensure care services under the “Shalby Ohio Bone and Joint that our capital and operational costs are under Care Centre”. control to drive business performance. As of Out of the total hospitals in India about 70% are December 31, 2016, our capital cost per bed was private setups and less than 10% accounts for ` 4.2 million which is one of the lowest in the private corporate hospitals. This number is expected industry due to optimal use of built-up area. On the to rise with increasing corporatization in the operations front, the centralization of procurement healthcare delivery space. Osteoarthritis has a high of drugs and other medical consumables across the prevalence of 28.7% for the total population, and is group has helped in reduction of the expenses higher for females at 31.6% compared to males with incurred towards them. 28.1%. Mostly affecting the joints and more often Apart from strengthening our expertise in other leading to disability of knees and hips in the elderly specialties and expanding into newer geographies population, Osteoarthritis is expected to become a we shall continue to enhance our capacities through major disorder in India. Having serious impact on the ancillary businesses as well. These include providing elderly population and often resulting in the need of Shalby homecare services, conducting clinical Dear Stakeholders, which focus on offering quality healthcare services joint replacement surgeries; the 30-50 years-group research trails and offering educational programmes "Vision is the art of seeing things invisible to others." across a spectrum of specialties such as neurology, that leads a sedentary lifestyle, lacks exercise, and through Shalby Academy which will contribute - Jonathan Swift nephrology, cardiac care, critical care, and oncology. has nutritional deficiencies is also being affected by significantly to our financial performance in the Your Company is poised for taking a leap forward and Further, given that operating efficiencies and osteoarthritis. India’s population is undergoing a foreseeable future. profitability is critical to our growth, we intend to demographic shift and gradually adding more witnessing next level growth, continuing its We are committed to undertaking corporate social implement initiatives to improve our operational numbers to its elderly segment. The share of phenomenal journey towards excellence in responsibility initiatives, and through the I. C. Shah efficiencies. Finally, apart from offering multi- population in the age group of 54 years and above is healthcare delivery. In this direction your Company Charitable Trust, we provide free or subsidized specialty tertiary and quaternary healthcare expected to rise from 13% in 2016 to 14% in 2020. has recently completed construction of three new healthcare treatment to patients who cannot afford services, it is our strategy to grow our home-based Your Company is rightly placed to serve such a huge facilities, one each at Jaipur, Surat and Naroda desirable treatment. In order to extend our healthcare services under Shalby Homecare. It is in population and capitalize on this potential for (Ahmedabad). Your Company on May 19, 2017, has Company’s outreach to rural areas, we conduct consonance with our above strategies that we have growth. filed its Draft Red Herring Prospectus (DRHP) with various health camps through the ‘Heart Express’ and hence re-crafted our vision and mission statements SEBI and intends to offer its securities to the public Shalby had a 15% market share of all joint ‘Joint Express’ initiatives. Through these initiatives, to keep those aligned to our brand’s values and during the year ahead. replacement surgeries conducted by private we deploy buses to rural areas in Gujarat and offer aspirations. Throughout our journey, we have been exceeding corporate hospitals in India in 2016. During the fiscal free consultation services including ECG monitoring, th expectations of our patients through consistency I am pleased to present to you the 13 Annual Report under review, the Company earned revenue of ` diabetes check-up, blood pressure check-up, and and quality of healthcare services. As we continue to of your Company. Fiscal 2017 has been an eventful 3328.25 million and EBITDA of ` 796.76 million cardiac consultations. year for your Company, in addition to establishment which is 23.94% of the total revenue and 37.62% grow, it is our strategy to strengthen our hospital We are thankful to all our stakeholders, viz, of three new facilities stated above, we are also in higher than the previous year. We served more than presence in western and central India, while we aim customers, suppliers, consultants, employees, the process of establishing two new facilities at 190,000 patients during the year. This could be to continue expanding our presence in newer bankers, as well as our investment bankers for Mumbai and Nashik. Your Company has also firmed achieved through confidence reposed by our geographies. This apart, we also intend to enhance helping us on our journey to serve an even greater up plans to come up with a full-fledged multi- patients into us and the persistent efforts and our outreach programmes, by establishing our number of patients and touch many more lives. outpatient clinics and Shalby Arthroplasty Centres of specialty hospital setup in the city of Vadodara. dedication of our clinical and support teams. The Excellence (SACE) in various tier I cities, tier II cities, During the year we have also formed a strategic first half of the Fiscal 2017 exhibited an increase of Dr. Vikram I. Shah and tier III cities across India. As a part of our growth alliance with Saudi German Hospitals to perform 39.80% in the in-patient count as compared to the Chairman and Managing Director strategies, we also intend on establishing hospitals orthopedic and spine surgeries at their facilities in corresponding half of the last financial year, the
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18 19 CEO’S INSIGHTS GENERAL INFORMATION
Shalby Indore, which is equipped with modern infrastructure and medical equipment, provides SHALBY LIMITED BANKERS advanced radiation therapy for the treatment of cancer. In addition to Shalby Indore, we also intend to Shalby Hospitals, - HDFC Bank equip two of our recently set- up hospitals, Shalby Opposite Karnawati Club, - Bank of Maharashtra Sarkhej Gandhinagar Highway, Jaipur and Shalby Naroda with medical equipment to - Kotak Mahindra Bank Near Prahlad Nagar Garden, provide radiation therapy for the treatment of cancer Ahmedabad – 380 015, Gujarat - EXIM Bank where the machines have arrived and the work is in CIN: U85110GJ2004PLC044667 progress. Renovation of Mohali facility is expected to be completed by August, 2017. In April, 2017, we executed a memorandum of STATUTORY AUDITOR understanding to set up a multi-specialty hospital, BOARD OF DIRECTORS G. K. Choksi & Co. with a bed capacity of 150 beds, at Vadodara, Gujarat. Dr. Vikram Shah Chartered Accountants We plan to commission its operations in Fiscal 2020. Chairman & Managing Director We have set our footprint in another metro, Kolkata recently by taking over the Orthopedics Department Dr. Darshini Shah Non-executive Director at Ohio Hospitals in Kolkata, where it offers its entire th (w.e.f. 20 December, 2016) range of orthopedic care services under the “Shalby INTERNAL AUDITOR Ohio Bone and Joint Care Centre”. Mr. Shyamal Joshi T. R. Chadha & Company We commenced a Shalby Arthroplasty Centre of Non-executive Director Chartered Accountants Excellence (SACE) in Dubai in October 2016, pursuant Dear Shareholders, Mr. Umesh Menon to an agreement with the owners of Saudi German Independent Director This is a privileged moment for me to be writing to th Hospital. (w.e.f. 20 December, 2016) you all, about a few commendable successes your Our strategy would be to further strengthen our company has achieved during the year. COMMITTEES position in western and central India where we have a Dr. Dheeraj Sharma In March 2017, we set up three new multi-specialty Independent Director - Audit and strong presence. We plan to do this by reaching out to th (w.e.f. 20 December, 2016) Risk Management Committee hospitals, Shalby Jaipur, Shalby Naroda and Shalby the remote areas of these regions. Having achieved a Surat with an aggregate bed capacity of 747 beds strong brand recall in western and central India, now Mr. Tej Malhotra - Nomination and Remuneration Committee which perhaps is a landmark achievement. For your we are continuously evaluating proposals for Independent Director - Stakeholders' Relationship Committee (w.e.f. 23rd February, 2017) company, this is the highest ever bed capacity expanding our footprint to the northern and eastern - Corporate Social Responsibility Committee addition in a single financial year. More, the year India too. - IPO Committee ended as on March 31, 2017 has been quite good - Management Committee I would like to end my note by thanking all our year for us, in terms of business growth and clinical doctors, paramedics and employees for their efforts, excellence as well. contributing to our stellar performance. KEY MANAGERIAL PERSONNEL This year we achieved two rare milestones in clinical excellence. In January 2017 our doctors successfully Mr. Ravi Bhandari Ravi Bhandari performed extremely complex surgeries - one which Chief Executive Officer Chief Executive Officer SUBSIDAIRY COMPANIES involved dual kidney transplantation, extracted from a brain-dead donor and another involving complex Mr. S L Kothari - Shalby International Limited, Ahmedabad bypass colostomy to extract a rusted iron rod from a Chief Financial Officer - Shalby (Kenya) Limited, Kenya patient’s body. - Yogeshwar Healthcare Limited, Ahmedabad This year we crossed the `300 Crore mark in terms of Mr. Jayesh Patel - Vrundavan Shalby Hospitals Limited, Goa revenue by clocking `332.82 Crore on a consolidated Company Secretary basis.
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20 21 CLINICAL GOVERNANCE
QUALITY ASSURANCE COMMITTEE HOSPITAL INFECTION CONTROL CODE BLUE EVALUATION COMMITTEE GRIEVANCE REDRESSAL COMMITTEE Mr. R. Jeyakumar COMMITTEE Dr. Minesh Mehta Mr. R. Jeyakumar Dr. Samir Maheta Dr. Sanket Mankad Dr. Rajni Gajjar Dr. Samir Maheta Ms. Sharmistha Nayi Mr. R. Jeyakumar Dr. Falguni Iyer Ms. Sharmistha Nayi Dr. Minesh Mehta Mr. Maheswar Reddy Dr. Mahendra Rajgor Mr. Maheswar Reddy Dr. Samir Maheta Ms. Anamika Dave Dr. Samir Maheta Ms. Eshna Srigyan Dr. Santosh Gadhvi Dr. Bhavin Kapadiya Ms. Anamika Dave Ms. Sharmistha Nayi Mr. Sanjay Kalal Dr. Falguni Iyer Ms. Yasha Bakshi Ms. Eshna Srigyan Ms. Rekha /Ms. Mintu Dr. Niraj Vasavada Mr. R. Jeyakumar Mr. Jigar Patel Dr. Sukumar Sheth Ms. Eshna Srigyan Ms. Sharmistha Nayi Dr. Santosh Gadhvi Dr. Gaurav Kulshreshtha Ms. Rekha / Ms. Mintu Dr. Gaurav Kulshreshtha Ms. Priyal Mistry Mr. Maheswar Reddy Dr. Shalin Thakore Mr. Manish Hattimare Mr. Sanjay Kalal Ms. Riddhi Maheta Ms. Eshna Srigyan
ETHICS COMMITTEE ANTI - SEXUAL HARASSMENT PHARMACO & THERAPEUTIC EMERGENCY /DISASTER Mr. Ravi Bhandari COMMITTEE COMMITTEE PREPAREDNESS COMMITTEE Dr. Nishita Shukla Dr. Darshini Shah Dr. Falguni Iyer Mr. Maheswar Reddy Mr. R. Jeyakumar Mr. R. Jeyakumar Mr. R. Jeyakumar Dr. Samir Maheta Ms. Sharmistha Nayi Dr. Samir Maheta Dr. Hasmukh Nagwadia Mr. R. Jeyakumar Ms. Priyal Mistry Ms. Sharmistha Nayi Dr. Rajni Gajjar Mr. Chinubhai Shah Mr. Himanshu Gaur Ms. Sharmistha Nayi Mr. Jayesh Patel Ms. Anamika Dave Dr. Samir Maheta Mr. Rahul Trivedi Ms. Sharmistha Nayi Mr. Jigar Patel Dr. Jasmine Baldha Ms. Eshna Srigyan Ms. Eshna Srigyan Mr. Jigar Patel Ms. Pooja Gadhvi Ms. Yasha Bakshi
SAFETY COMMITTEE MEDICAL & SURGICAL AUDIT CONDEMNATION COMMITTEE Mr. Maheswar Reddy COMMITTEE Mr. R. Jeyakumar Mr. R. Jeyakumar Mr. R. Jeyakumar Dr. Samir Maheta Dr. Javahir A Pachore Dr. Samir Maheta Dr. Shwetang Solanki Dr. Niraj Vasavada Mr. Maheswar Reddy Dr. Manoj Shah Dr. Hasmukh Nagwadia Mr. Himanshu Gaur Mr. Rahul Trivedi Dr. Gargey Sutaria Dr. Santosh Gadhvi Dr. Shalin Thakore Ms. Sharmistha Nayi Mr. Jimit Shah Dr. Mahendra Rajgor Ms. Rekha /Ms. Mintu Dr. Minesh Mehta Dr. Santosh Gadhvi Dr. Manoj Shah Ms. Eshna Srigyan Dr. Falguni Iyer Mr. Dharmesh Dr. Sukumar Sheth Dr. Samir Maheta Dr. Santosh Gadhvi Dr. Gaurav Kulshreshtha
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22 23 FINANCIAL HIGHLIGHTS (Consolidated)
REVENUE ()` in million EBITDA ()` in million 3,328 797
2016-17 2016-17
674 NET WORTH ()` in million 2,719 PAT ()` in million
383 365
258 277
161 136
60 24 911 4
2016-17 2016-17
25 26
24 25 DIRECTORS' REPORT
Dear Members, margin improved from 12.36% in Fiscal 2016 SURGERY COUNT Your Directors are pleased to present the Thirteenth Annual Report of the Company for the financial to 15.95% in Fiscal 2017. Profit after tax (PAT) year ended on March 31, 2017. grew by 143.20% from `277.11 million in Fiscal 2016 to ` 673.93 million. PAT margin improved to 20.25% in Fiscal 2017 as 15215 1. FINANCIAL & OPERATIONAL PERFORMANCE compared to 9.47% in the previous year. PAT in (` in Million) Fiscal 2017 is greater than the PBT on account 14186 Standalone Consolidated of the MAT Credit Entitlement, claimed by the Particulars Company during the fiscal. 2016-17 2015-16 2016-17 2015-16 Consolidated Earnings per Share: Income from Operations 3218.41 2858.38 3236.86 2893.95 FY 2017 FY2016 Other Income 89.37 34.82 91.38 32.69 The EPS of the Company increased on account Total Expenditure 2761.51 2498.48 2797.42 2564.77 of a superior financial performance during the ` Profit before Interest Depreciation and Tax 801.38 602.92 796.76 578.96 year under review. It increased from 3.17 in the previous year to ` 7.71 in Fiscal 2017. Interest Cost 94.06 101.92 97.94 103.85 ORTHOPAEDICS SURGERY COUNT Depreciation/Amortization 161.05 106.28 168.00 113.27 OPERATIONAL PERFORMANCE
Profit Before Tax 546.27 394.72 530.82 361.84 9812 Provision for Taxation (Inclusive of provision for IN-PATIENT VOLUME deferred tax and Fringe Benefit Tax) (134.59) 97.87 (133.22) 97.57 9719 Profit After Tax 680.86 296.85 664.04 264.27 Share of (Profit) / Loss of Minority Interest - - 9.89 12.84 Profit for the year 680.86 296.85 673.93 277.11 24704 Surplus brought forward 1258.76 1475.44 1154.69 1378.39 Balance carried to Balance Sheet 1923.79 1258.76 1836.48 1154.69 20528 FY 2017 FY2016
During the year under review, the income from from 18.84% in Fiscal 2016 to 23.94% in the Healthcare services of the Company increased year under review. The marginal efficiency to ` 3218.41 million as compared to ` 2858.38 achieved by the Company is evident from the REVENUE MIX - TOP 5 SPECIALTIES FY 17 million in the previous year registering a growth simultaneous increase in both the EBITDA and FY 2017 FY2016 of 12.6%. Your Company has earned Net Profit the EBITDA margin, the revenue increase of of ` 564.36 million against ` 296.85 million in ` 401.63 million came with at 54.23% margin. the previous year. The Company has carried net 2.91% 13.60% Strong financial performance of the OUT-PATIENT VOLUME surplus of ` 1807.28 million to the next year. established units and gradual ramp up in the 7.65% During the year under review, the consolidated performance of the younger units are expected income from healthcare services increased to to drive up the EBITDA and EBITDA margin in the 4.95%
` 3236.86 Million as compared to ` 2893.95 current financial year with improvement 8.08% 166519 62.82% million in the previous year. through marginal efficiency on account of increasing revenues. Consolidated EBITDA and EBITDA Margin: Consolidated Profit Margins: 152921 The consolidated EBITDA exhibited a phenomenal growth in of 37.62% Fiscal 2017 Profit before tax (PBT) for Fiscal 2017 increased rising to ` 796.76 million as compared to in line with the EBITDA to ` 530.82 million as Arthroplasty General Medicine Orthopaedic ` 578.96 million in the previous financial year. compared to ` 361.84 million in the previous FY 2017 FY2016 Cardiac Science General Laparoscopic Surgery Others The EBITDA margin also expanded substantially year, which is an increase of 46.70%. PBT
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26 27 BREAK UP OF OPERATING INCOME FY17 a price of `70 per share to the doctors and prices and at such time as may be considered transferee Company by its order dated employees on preferential basis. Subsequent 2.2% appropriate by the Board, jointly decided with September 30, 2016 subject to the approval of to the year under review, your Company has 2.5% the Selling Shareholder and in consultation scheme by Hon'ble High court of Punjab and issued 46,000 equity shares of `10 each at a with the book running lead managers, to the Haryana. In light of the merger related 7.7% price of `70 per share to employees, doctors various categories of permitted investors who provisions being notified under the provisions and associated person and issued 12,00,000 may or may not be the shareholder(s) of the of the Companies Act, 2013, the Scheme was equity shares to Shalby Medicos Trust formed Company in the initial public offer by way of transferred from the High Court of Punjab and for the benefit and welfare of doctors of the book building method under the Securities and Haryana to the National Company Law Tribunal, Company. Exchange Board of India (Issue of Capital and Chandigarh Bench ("NCLT"). The matter is 87.6% Disclosure Requirements) Regulations, 2009. currently pending in the NCLT. In consideration 4. REDEMPTION OF PREFERENCE SHARE The equity shares, if any, allotted vide the Offer of the demerger, our Company is required to As per the terms and conditions governing the shall rank in all respects pari passu with the make a payment of `371.37 million, against the
IPD OPD Pharmacy Sales Other operating income issue and allotment of the preference shares, existing equity shares of the Company. transfer of the demerged undertaking to such you Company has redeemed 533,100 The proceeds from the Fresh Issue will be equity shareholders of Transferor Company, 2. DIVIDEND preference shares out of distributable profits of utilised for the purpose of repayment or whose names appeared in the register of As the Company is in process of expansion the Company. prepayment in full or in part of certain loans members of the transferor company on the which requires to plough back the profits availed by our Company, purchase of medical effective date identified in the scheme. Upon equipment and instruments for existing and the Scheme becoming effective and with effect earned by the Company, your Directors do not 5. PROPOSED INITIAL PUBLIC OFFER (IPO) recommend any dividend on equity shares. In upcoming units, purchase of interiors, furniture from the appointed date as indicated above, As you are aware the members have consented terms of issue of preference shares, your and allied infrastructure for upcoming our Company will be required to record the for the proposed public issue consisting a fresh Directors have paid 5% proportionate hospitals and for meeting requirements of assets and liabilities of the demerged issue of equity shares aggregating upto ` 5,800 dividend on preference shares issued by the funds for general corporate purposes of the undertaking at such book values as were million by the Company (the “Fresh Issue”) and Company at the time of their redemption. Company. appearing in the books of Transferor Company, an offer for sale of upto 1 million equity shares without taking into account any revaluations. by Dr. Vikram Shah (the “Selling Shareholder”), 3. SHARE CAPITAL & RECLASSIFICATION (such offer for sale being referred as the “Offer 6. COMPOSITE SCHEME OF ARRANGEMENT 7. SUBSIDIARY COMPANY AND The authorised share capital of the Company for Sale” and together with the Fresh Issue, the The Board of Directors of your Company, CONSOLIDATED FINANCIAL STATEMENTS was increased from `1,012.50 million to “Offer”). The Company intends to list its equity approved a composite scheme of arrangement (S-129(3) `1,112.50 million divided into 109,250,000 shares on one or more stock exchanges to under Section 391 to 394 of the Companies Equity Shares of `10 each and 2,000,000 enable the shareholders to have a formal Act, 1956 (Scheme), for spin off of the hospital The Company has four subsidiary companies viz. Vrundavan Shalby Hospitals Limited, Preference Shares of `10 each by creation of market place for dealing with the Company's division of Kamesh Bhargava Hospital and Shalby (Kenya) Limited, Shalby International 10,000,000 equity shares of `10 each which equity shares. The Company intends to Research Centre Private Limited (“Transferor Limited (earlier known as Shalby Pune Limited) shall rank pari passu with the existing equity undertake the Offer and list its equity shares at Company”) and transfer to Shalby Limited and Yogeshwar Healthcare Limited. In shares of the Company in respect of dividend, an opportune time in consultation with the (“Transferee Company”) subject to requisite accordance with section 129(3) of the voting rights, etc. Then after the authorized book running lead managers and other advisors approvals from the High Court of Punjab and Companies Act, 2013, the Company has share capital of the Company reclassified into and subject to applicable regulatory approvals. Haryana and the High Court of Gujarat prepared consolidated financial statements of `1112.50 million divided into 111,250,000 The Company proposes to allot such number of respectively, under whose jurisdiction the the Company and all its subsidiaries, which million equity shares of `10 each. equity shares of the Company (the “Equity registered offices of both companies are form part of this Annual Report. Further a Shares”) in the Offer aggregating up to ` 5,800 situated, and for orders thereof for carrying this During the year under review, your Company statement containing salient features of the million on such terms and at such price or Scheme into effect. The Hon'ble High Court of has issued 54,000 equity shares of `10 each at financial statements of each subsidiary in Form Gujarat approved the petition presented by AOC-1 as Annexure A is attached herewith.
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28 29 8. CREDIT RATING 12. PARTICULARS OF LOANS, GUARANTEES OR Financial Officer and Mr. Jayesh Patel, Company Committee reviews and recommend to the ICRA has assigned the long term rating of [ICRA] INVESTMENTS U/S 186 OF THE Secretary of the Company are the Key Board for remuneration of Directors and Key COMPANIES ACT, 2013 A- (pronounced ICRA A minus) to the `322 Managerial Personnel as per the provisions of Managerial Personnel and other employee. The Crores term loan and `50 Crores working The particulars of loans, guarantees and the Companies Act, 2013. Company does not pay any remuneration capital facilities of the Company; the outlook on investments have been disclosed in the except the sitting fees to Independent and the long-term rating is Stable. financial statements. Non-Executive Directors of the Company. 14.2 DIRECTORS RETIRING BY ROTATION The Company has devised the Nomination and Mr. Shyamal Joshi, (DIN: 00005766), retires by 13. PARTICULARS OF CONTRACTS OR Remuneration policy for the appointment, 9. AWARDS & RECOGNITIONS rotation at the ensuing Annual General Meeting ARRANGEMENT WITH RELATED PARTY U/S re-appointment and remuneration of Directors, Your Company received the prestigious Gujarat and being eligible, offers himself for 188 OF THE COMPANIES ACT, 2013 Key Managerial Personnel and Senior Ratna Award for “Excellence in Healthcare reappointment. The Board of Directors Management Personnel. All the appointment, Services” at the CNBC India Healthcare Awards Information on transactions with related recommends his re-appointment. 2015-16 for second time in a row. The parties pursuant to Section 134(3)(h) of the Act re-appointment and remuneration of Directors, Company recently received the “Best Medical read with rule 8(2) of the Companies (Accounts) Key Managerial Personnel and Senior 14.3 DECLARATION BY INDEPENDENT Tourism Centre” award at the Gujarat Tourism Rules, 2014 are given in Annexure C in Form Management Personnel are as per the DIRECTORS Awards 2016. In June 2017, our CMD Dr. Vikram AOC-2 and the same forms part of this report. Nomination and Remuneration policy of the A declaration of independence in compliance Shah has been conferred on with the Double Company. The policy covers, inter alia the with Section 149 (6) of the Companies Act, following; Helical National Health Award 2017 for his 14. DIRECTORS AND KEY MANAGERIAL 2013, has been taken on record from all outstanding record in Knee Replacement PERSONNEL Criteria for appointment: Independent Directors of the Company. Surgery with his innovative “0 Technique”. In 14.1 APPOINTMENT AND RESIGNATION I. Proposed Director (“Person”) shall meet all June 2017, Shalby was conferred on with the statutory requirements and should: During the year under review, Dr. Dheeraj “Best CSR Initiative in Healthcare” award at the 14.4 NUMBER OF MEETINGS OF THE BOARD Sharma, Non-Executive Independent Director, •possess the highest ethics, integrity, value ; 7th Healthcare Leaders Forum, New Delhi. Being the apex body constituted by the Mr. Umesh Menon, Non-Executive Independent • be willing to devote sufficient time and shareholders for overseeing the overall Director and Dr. Darshini Shah, Non-Executive, energy; functioning of the Company, the Board 10. CONTINOUS MEDICAL EDUCATION (CME) Non-Independent Director were appointed as •have demonstrated high level of evaluates the proposals involving strategic PROGRAMMES additional director in the meeting of Board of leadership and vision; decision making on a collective consensus Your Company regularly holds CME Directors held on December 20, 2016 and basis. The Board meetings are usually held at • not have direct/indirect conflict with programmes, workshops and health talk on affirmed by shareholders in their extra ordinary the Company's Registered and Corporate present or potential business/ operations specialities like Orthopaedics, Cardiology, general meeting held on February 6, 2017. Mr. Office in Ahmedabad, Gujarat. of the Company; Neurology etc. The Hospital has been offering Tej Malhotra, Non-Executive Independent The Company has convened at least one Board • have expertise and relevant experience (in diploma in orthopaedics and fellowships in a Director, was appointed as additional director meeting in a quarter and the maximum time exceptional circumstances, specialization / range of medical and para-medical disciplines. by way of circular resolution dated February, gap between any two meetings is not more expertise in unrelated areas may also be 23, 2017 and affirmed by shareholders in their than one hundred and twenty days. During the considered); and extra ordinary general meeting held on March 11. EXTRACT OF ANNUAL RETURN Financial year 2016-17, your Board met 7 times • have the balance and maturity of judgment. 30, 2017. Mr. Shyamal Joshi has been The extract of the annual return pursuant to to transact various businesses. re-designated as Non-Independent Director of The Nomination and Remuneration Committee section 92(3) of the Companies Act, 2013 and the Company from December 20, 2016. shall have discretion to consider and fix any rule 12(1) of the Companies (Management and other criteria or norms for selection of the most As on date, Dr. Vikram Shah, Chairman & 14.5 POLICY ON DIRECTORS APPOINTMENT Administration) Rules, 2014, is enclosed as suitable candidate/s for appointing him/her as Managing Director, Mr. Ravi Bhandari, Chief AND REMUNERATION Annexure B to this report. Directors of the Company. Executive Officer, Mr. S L Kothari, Chief The Company has a “Nomination and Remuneration Committee” in place. The
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30 31 II. The appointment shall be in compliance and meets appropriate performance Criteria for Committee Evaluation seeking inputs from the committee members with the Board Diversity Policy of the benchmarks which are unambiguously laid • Adequacy of terms of reference of the on the basis of the criteria such as the Company. down and communicated. Committee; composition of committees, effectiveness of Process for Identification / Appointment of • Remuneration packages should strike a • Fulfillment of key responsibilities; committee meetings, etc. The Board and the Directors: balance between fixed and incentive pay, Nomination and Remuneration Committee • Frequency and effectiveness of meetings; • Board members may (formally or where applicable, reflecting short and long (“NRC”) reviewed the performance of the • Quality / relevance and timeliness of informally) suggest any potential person term performance objectives appropriate to individual Directors on the basis of the criteria information made available; and to the Chairman of the Company meeting the Company's working and goals. such as the contribution of the individual the above criteria. If the Chairman deems • Following criteria are also to be considered:- • Committee dynamics, especially openness director to the Board and committee meetings fit, necessary recommendation shall be • Responsibilities and duties ; of discussions. like preparedness on the issues to be made by him to the Nomination and • Time & efforts devoted; discussed, meaningful and constructive Remuneration Committee. contribution and inputs in meetings, etc. In • Value addition; Criteria for Evaluation of Independent • Chairman of the Company can himself Directors addition, the Chairman was also evaluated on • Profitability of the Company & growth of also refer any potential person meeting the key aspects of his role. In a separate its business; • Participation in terms of adequacy (time and the above criteria to the Nomination and content); meeting of Independent Directors, • Analyzing each and every position and performance of Non-Independent Directors, Remuneration Committee. • Contribution through expertise and skills for fixing the remuneration performance of the board as a whole and • Nomination and Remuneration perspective; and yardstick; performance of the Chairman was evaluated, Committee will process the matter and • Guidance / support to management outside taking into account the views of Executive recommend such proposal to the Board. Board / Committee meetings. 14.7 CODE OF CONDUCT Directors and Non-Executive Directors. The • Board will consider such proposal on same was discussed in the Board meeting merit and decide suitably. The Company has adopted code of conduct for all its employees, senior management Criteria for Evaluation of Non-Independent which was followed by the meeting of the personnel and directors. Directors Independent Directors, in which the 14.6 REMUNERATION CRITERIA • Participation in terms of adequacy; and performance of the Board, its committees and The Nomination and Remuneration Policy, inter • Transparency. individual Directors was also discussed. 14.8 PERFORMANCE EVALUATION OF BOARD alia, cover the following AND ITS COMMITTEE • To ensure that the level and components of 15. COMMITTEES OF CRITERIA FOR EVALUATION 14.9 MANNER OF EVALUATION OF BOARD, remuneration is reasonable and sufficient to ITS COMMITTEE AND INDIVIDUAL THE BOARD OF DIRECTORS attract, retain and motivate Directors, KMP's The Board considered and approved the criteria DIRECTORS As required under the Companies Act, 2013 for performance evaluation of itself, that of its and other employees of the quality required and SEBI (Listing obligation and Disclosure Committees and individual Directors as The Board of Directors has carried out an to run the Company successfully. requirement), 2015, the Board has formed the follows: annual evaluation of its own performance, • No Director/KMP/ other employee is Board committees and individual Directors following four committees. Keeping in view the involved in deciding his or her own Criteria for Board Evaluation pursuant to the provisions of the Companies requirements of the Companies Act, 2013, the remuneration. • Focus on strategic and policy issues; Act 2013. The performance of the Board was Board decides the terms of reference of these • The trend prevalent in the similar industry, • Effectiveness of Board process and evaluated by the Board after seeking inputs Committees and assignment of members to nature and size of business is kept in view information sharing; from all the directors on the basis of the criteria various committees. The recommendation, if and given due weightage to arrive at a • Nature of discussions; and such as the Board composition and structure, any, of these committees are submitted to the competitive quantum of remuneration. • Quality of decisions. effectiveness of board processes, information Board for approval. • It is to be ensured that relationship of and functioning, etc. The performance of the remuneration to the performance is clear committees was evaluated by the board after
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32 33 The composition of the Committees are as under; The Company has indentified the following b) The Directors had selected such accounting
Sr. Audit and Risk Nomination and Stakeholders Corporate Social activities as CSR activities policies and applied them consistently and No. Management Committee Remuneration Committee Relationship Committee Responsibility Committee • Promoting preventive healthcare by free made judgments and estimates that are reasonable and prudent so as to give a true Mr. Umesh Menon Mr. Umesh Menon Mr. Shyamal Joshi Mr. Umesh Menon multi-specialty medical camp; 1 (Chairman) (Chairman) (Chairman) (Chairman) • Promoting employment enhancing and fair view of the state of affairs of the vocational skill programme; Company at the end of the financial year and 2 Dr. Dheeraj Sharma Dr. Dheeraj Sharma Mr. Umesh Menon Dr Darshini Shah of the profit and loss of the company for that • Providing treatment on concessional rate to period; Mr. Shyamal Joshi Mr. Shyamal Joshi Mr. Shyamal Joshi lower section of the society; 3 Dr. Vikram Shah c) The Directors had taken proper and • Donation to charitable trust engaged in sufficient care for the maintenance of charitable activities; and 4 Mr. Tej Malhotra ------adequate accounting records in accordance • Starting and maintaining old age home. with the provisions of this Act for safeguarding the assets of the Company and 15.1 AUDIT AND RISK MANAGEMENT and job responsibilities along with the 15.4 STAKEHOLDERS RELATIONSHIP for preventing and detecting fraud and COMMITTEE responsibilities of nomination of Directors and COMMITTEE other irregularities; The Audit and Risk Management Committee analysing, monitoring and reviewing various The Stakeholders Relationship Committee is d) The Directors had prepared the annual assists the Board in its responsibility for human resource and compensation matters of entrusted with the responsibility of, redressal accounts on a going concern basis; and overseeing the Company’s financial reporting the Company. It oversees the implementation of grievances of shareholders, debenture e) The Directors had devised proper systems to process, reviewing and monitoring the auditor’s of the Nomination and Remuneration Policies holders and other security holders, including ensure compliance with the provisions of all independence and performance and the of the Company, reviews the effectiveness of complaints related to transfer of shares. The applicable laws and that such systems were effectiveness of audit process, and its such policies from time to time and Stakeholders Relationship Committee is also adequate and operating effectively. compliance with listing and other legal recommends revisions as and when deemed responsible to issue duplicate certificates and requirements relating to financial statements. necessary or expedient. new certificates on split / consolidation / 18. INSURANCE It ensures the objectivity, credibility and renewal. All the fixed assets are adequately insured. correctness of the Company’s financial 15.3 CORPORATE SOCIAL RESPONSIBILITY reporting and disclosure processes, evaluation The Committee is entrusted with the 16. DEPOSITS of internal financial controls and risk 19. CONSERVATION OF ENERGY, responsibility of formulating and monitoring During the year, the Company has not accepted management systems, establishing a vigil TECHNOLOGY ABSORPTION AND the Corporate Social Responsibility policy of any deposits from the public within the mechanism for directors and employees, FOREIGN EXCHANGE EARNINGS the Company. The role and terms of reference meaning of Section 73 of the Companies Act, compliance and legal requirements and AND OUTGO of the Committee are in consonance with the 2013 and Rules made there under. associated matters. requirements mandated under Section 135 of Information relating to Conservation of Energy, the Companies Act, 2013 and relevant rules Technology, Absorption and Foreign Exchange 17. DIRECTORS' RESPONSIBILITY 15.2 NOMINATION AND REMUNERATION made there under. The details of CSR activities earnings and outgo is as under STATEMENT COMMITTEE are enclosed herewith as Annexure D. The In terms of section 134 (5) of the Companies The Nomination and Remuneration Committee Corporate Social Responsibility Committee has (A) Conservation of Energy: Act, 2013, your Directors hereby confirm that: recommends and reviews compensation plans formulated and recommended to the Board, a The operations of the Company are not energy- a) In the preparation of the annual accounts, of the Managing Director, Whole-Time Corporate Social Responsibility policy (CSR intensive. However, significant measures are the applicable accounting standards had Directors and the senior management based on Policy) indicating the activities to be being taken to reduce the energy consumption been followed along with proper their performance, defined assessment criteria undertaken by the Company, which has been by using energy efficient equipment. approved by the Board. explanation relating to material departures;
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34 35 Technology • Phasing out of CFL lamps to LED lights Imported The steps taken or impact Absorption, Benefits I on conservation of energy; • Introduction of timer based operation of air handling units to Adaption and Technology reduce power consumption Innovation • Energy optimization practices implemented in transformer CT Scan 32 Slice CT has become an important tool in medical imaging used for From operation preventive medicine or screening for disease to detect infarction, Germany tumors, calcifications, hemorrhage and bone trauma • VFD installation for AHU motor in a phased manner Ultra Short Magnet - less Claustrophobia i.e. less patient • All lifts and OT AHUs are operated with VFD panels anxiety during examination. • For recently commissioned units, building orientation has been so Unique TIM Technology for speed and accuracy. designed that helps to maximize use of Day Light and to reduce DOT Technology for automated planning delivering consistent From The steps taken by the heat gain in order to reduce energy consumption. MRI 1.5 Tesla results and image quality. Germany company for utilizing II • For recently commissioned units, the building is being Light Weight Coils for all Body Parts with: alternate sources of Spectro - Metabolite Evaluation, especially for differential energy; constructed by using structural steel to reduce embedded energy and also to reduce the impact of construction activities to the diagnosis of brain & prostate cancers from other diseases neighborhood and environment. Perfusion for Stroke Patients The glass used for facade in a number of facilities is double glazed A Cathlab is an examination room with diagnostic imaging equipment From Cathlab used in cardiac department to visualize the arteries of the heart and Germany and is energy efficient low emissivity type which helps in reducing the chambers of the heart and treat any stenosis or abnormality found. solar heat gain coefficient while improving the visibility. Ultrasound scan is the most effective imaging modality used to examine the uterus and ovaries. It is may also be used Generally Company invests in capex to conserve energy. Ultrasound during pregnancy to monitor the health and development From The capital investment on of the embryo or fetus. In males, a pelvic ultrasound usually Germany III energy conservation focuses on the bladder and prostate gland. equipment; Cardiac Ultrasound, also known as echocardiography, concerns the ultrasound imaging of a very fast moving complex organ Echo positioned deep within the body - the heart. The analysis of From images is also heavily technology driven for the analysis of valves Germany and blood flow, the various ultrasound Doppler approaches are (B) Technology absorption: d) Ventilator; the most common tools. (I) Efforts made towards technology e) CT scanning machines; Operating An operating microscope is an optical microscope specifically designed to From absorption Microscope be used in a surgical setting, typically to perform microsurgery. It is also Germany f) MRI scanning machines; used for Neurosurgery, Spine Surgery, ENT and P&R Surgery. Over the year, your Company has brought into g) Ultrasound systems; and Linac Linear accelerator is a device that uses high frequency electromagnetic From the country the best technology available in System waves to accelerate charged particles such as electrons to high energies Switzerland healthcare to serve the patients better and to h) Linac systems. through a linear tube for Cancer diagnosis & Cancer Treatment. bring healthcare of international standard PTW Dosimetry The equipments are used for Radio-Oncology procedure for From within the reach of every individual. diagnostic and therapeutic treatment for Cancer patients. Germany (II) The benefit accrued due to this is primarily 1. In order to promote indigenous technology cost reduction from import substitution absorption, the following equipment have considering the impact of exchange rate (III) The expenditure incurred on Research and Development been installed at our various units; fluctuation and revision of customs duty NIL a) Blood bank equipment including Deep tariffs. The performance and quality of these freezer, Blood bank refrigerator, Platelet equipments have been found to be quite (A) Foreign exchange earnings and expenditure: agitator/incubator, Blood collection satisfactory. (` in Million) monitor and tube sealer, Donor couch Particulars 2016-2017 2015-2016 compofuge Earnings in Foreign Currency 139.00 128.39 b) X-ray system; CIF Value of Imports 309.35 152.79 c) Dialysis machine; Expenses in Foreign Currency 43.54 34.22
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36 37 21. OTHER DISCLOSURES 21.3 VIGIL MECHANISM
Total Total 21.1 ADEQUACY OF INTERNAL FINANCIAL The Company has established a vigil Shalby including including (in years) (in Experience Experience CONTROL mechanism and accordingly framed a The Company has adopted and implemented Whistleblower Policy. The policy enables the is a is CMD No 25 No 24 of the the of of any any of employees to report to the management relative relative the Internal Financial Control policy and any such such any Whether Whether manager manager Company employee employee director or or director procedures for ensuring the orderly and instances of unethical behavior, actual or efficient conduct of its business, including suspected fraud or violation of Company's the the The The in the the in shares shares held by by held of equity equity of Company Code of Conduct. Further the mechanism employee 0.16 Son of 4 adherence to company's policies, the percentage percentage safeguarding of its assets, the prevention and adopted by the Company encourages the detection of frauds and errors, the accuracy and Whistleblower to report genuine concerns or completeness of the accounting records, and grievances and provide for adequate safe
The last the timely preparation of reliable financial guards against victimization of Whistleblower the Company before joining who avails of such mechanism and also Clothing Ltd. Trust Producers Union Producers Ltd.(Amul Dairy ) Tanzania employment held by such employee information. provides for direct access to the Chairman of the Audit Committee, in exceptional cases. The 21.2 RISK MANAGEMENT of such The age
employee functioning of vigil mechanism is reviewed by The Company has implemented the process of the Audit Committee from time to time. None of understanding, evaluating and addressing the the Whistleblowers has been denied access to Date of 14-11-15 46 Alstom India -
commen- risks associated with the business, to mitigate employee cement of the Audit Committee of the Board. The Whistle the risk and maximize the chances of objectives Blower Policy of the Company is available on being achieved and ensuring organizations, the website of the Company. individuals and communities are sustainable. Qualifications IDM, BHMS Diploma IT LLB, CA ICWA To achieve this, we have adopted a risk 21.4 ANTI-SEXUAL HARASSMENT POLICY management policy which inter alia, sets out our approach towards risk assessment, risk The Company has in place an anti sexual management, and risk monitoring, which is harassment policy in line with the requirement whether Nature of contractual or otherwise employment, periodically reviewed by the Board. Risk of the Sexual Harassment of Women at the management also exploits the opportunities workplace (Prevention, Prohibition & Redressal) Act 2013. Internal Complaint
( ` in uncertainty brings, allowing organizations to 7.22 Employment B.E. (Civil) 08-08-12 47 Ltd. Indus Towers 0.03 No 25 4.90 Employment CA., CS 04-10-16 46 Kiran Kewal Negligible No 23 2.72 Employment B. Com., 14-03-16 49 Industry GE Power Negligible No 26 ration million) received Remune- be aware of new possibilities. Essentially, Committee has been set up to redress effective risk management requires an complaints received regarding sexual informed understanding of relevant risks, an harassment. All employees are covered. There Designa-
employee were no incidences of sexual harassment tion of the Cluster Cluster F&A Manager assessment of their relative priority and a rigorous approach to monitoring and reported during the year under review, in terms controlling them. of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Employee Name BhandariRavi CEO S L Kothari CFO Shanay Shah Director 3.79 Employment B.Sc. M.Sc.,CFA 05-10-13 26 -- Vedant Shukla*Vedant - HR AVP 3.36 Employment MSW Dr. Nishita Dr. - COO 3.03 Employment PGDHCM, 06-04-07 45 Mayabhai Thakkery 0.03 No 19 Shukla Ahmedabad Amit Chauhan - M.P. COO 2.38 Employment MBA B. Tech, 09-01-14 35 Ltd. Indus Towers Negligible No 14 Shalinder CIO Rakesh ShuklaRakesh GM – Group 2.70 Employment M.Com, B.Com, 08-10-15 34 Anand District Milk Negligible No 14 Madhok Yogesh KhabraniYogesh DGM – F&A 2.54 Employment B. Sc., PGDBM, 09-10-15 50 Group, DuCorp - Tejas ShahTejas General 2.13 Employment MBA B.Com, 04-11-11 43 HDFC Bank Negligible No 20 *left w.e.f. April 1, 2017 *left w.e.f. 20.EMPLOYEES OF PARTICULARS The information required pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, Personnel) Managerial of Remuneration and (Appointment Companies the of 5(2) Rule to pursuant required information The 2014, given in the table below: below: table the in given 2014,
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38 39 21.5 M A T E R I A L C H A N G E S A N D 22.2 COST AUDITORS 22.4 INTERNAL AUDITOR 23. ACKNOWLEDGEMENTS COMMITMENTS, IF ANY AFFECTING THE Pursuant to the provisions of Section 148 of the M/s. T. R. Chadha & Co, Chartered Accountants, Your Directors would like to place on record its FINANCIAL POSITION OF THE COMPANY Companies Act, 2013 read with Companies Ahmedabad has been Internal Auditors of the sincere appreciation for the wholehearted OCCURRED BETWEEN THE END OF THE (Audit and Auditors) Rules, 2014 and Company for Financial Year 2016-17 and for support and contribution made by all Doctors FINANCIAL YEAR TO WHICH THESE Companies (Cost Records and Audit) Rules, further period until otherwise resolved by the and their team, bankers, Government FINANCIAL STATEMENTS RELATE AND 2014, M/s. Board Sanjay B & Associates has Board of Directors on the recommendation of Authorities, auditors and shareholders during THE DATE OF THE REPORT been appointed as Cost Auditors by the Board the Audit and Risk Management Committee. the year under review. Your Directors also wish There are no other material changes affecting of Directors for audit of Cost Accounts for the to place on record their deep sense of the financial position of the Company between year ended on March 31, 2017 and their appreciation for the devoted services of the end of the financial year to which this remuneration was ratified by members at the employees of the Company at all level for its financial statements relate and the date of the 12th Annual General meeting of the Company. success and look forward their continued report. The Board of Directors of the Company re- support. appointed M/s. Board Sanjay B & Associates for FOR AND ON BEHALF OF THE BOARD 21.6 SIGNIFACANT OR MATERIAL ORDERS audit of Cost Accounts for the year ended on PASSED BY THE REGULATORS/COURTS March 31, 2018 at a remuneration of ` 100,000/- only exclusive of reimbursement There are no significant and material orders DR. VIKRAM I. SHAH of service tax and all out of pocket expenses June 28, 2017 passed by the regulators or courts of tribunals Ahmedabad Chairman & Managing Director incurred, if any, in connection with the cost impacting the going concern status and (DIN: 00011653) audit and recommended the members for their Company's operation in future. ratification.
22. AUDITORS 22.3 SECRETARIAL AUDITOR 22.1 STATUTORY AUDITORS Pursuant to the provisions of Section 204 of the M/s. G. K. Choksi & Co., Statutory Auditors of the Companies Act, 2013 and the Companies Company, retires at the ensuing Annual (Appointment and Remuneration of Managerial General Meeting and are eligible for re- Personnel) Rules, 2014, your Company had appointment. Your Directors recommend their appointed Mr. Shambhu J. Bhikadia, Practicing reappointment up to the conclusion of Company Secretary to undertake the fourteenth Annual General meeting subject to Secretarial Audit of the Company for the FY the ratification by members in every Annual 2016-17. The Report of the Secretarial Audit General meeting. The notes to the accounts Report for the FY 2016-17 is annexed to this referred to in the Auditors' Report are self- Annual Report as Annexure-E. As Secretarial explanatory and, therefore, do not call for any Audit Report do not call for further explanation further comments. or comments it may be treated as the adequate compliance of Section 134 of the Companies Act, 2013.
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40 41 ANNEXURE - A ANNEXURE - B Form AOC-I Form No. MGT-9 (Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Extract of Annual Return as on the Financial Year ended on March 31, 2017 Statement containing salient features of the Financial Statement of subsidiaries/associate companies/joint ventures [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] Part “A”: Subsidiaries (` In Million) I. REGISTRATION AND OTHER DETAILS: Vrundavan Shalby Shalby Yogeshwar Sr. Shalby Particulars (Kenya) International Healthcare 1 CIN U85110GJ2004PLC044667 No. Hospitals Limited Limited Limited Limited 2 Registration Date August 30 2004 1 Date from which it became Subsidiary August 12, 2011 June 9, 2011 September 5, 2012 October 11, 2012 3 Name of the Company Shalby Limited Financial Year of the Subsidiary 2 March 31, 2017 March 31, 2017 March 31, 2017 March 31, 2017 Company ended on 4 Category/ Sub-Category of the Company Unlisted Public Limited Company Reporting period for the subsidiary 5 Address of the Registered office and Shalby Hospitals, Opp. Karnavati Club, S.G. Highway, 3 concerned, if different from the 2016-17 2016-17 2016-17 2016-17 Contact Details Near Prahladnagar Garden, Ahmedabad - 380 015. Holding Company’s reporting period Tel No: +91 79 40203000 Reporting currency and Exchange rate Whether listed Company as on the last date of the relevant 6 No 4 Rupees Rupees Rupees Rupees financial year in the case of foreign subsidiaries. Karvy Computershare Private Limited Name, Address and Contact details of 46, Avenue, 4th Street,No.1, Banjara Hills, (100 Ordinary 7 Registrar and Transfer Agent, if any Shares of Hyderabad, Andhra Pradesh - 500034 5 Share Capital 18.00 0.50 7.35 Kshs. 1000/- each Tel No: +91 40 67161500 = 1,00,000) 0.07 6 Reserves & Surplus (33.05) (36.36) (0.30) 3.52 II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY 7 Total Assets 81.04 276.14 0.21 27.67 All the business activities contributing 10 % or more of the total turnover of the company shall be 8 Total Liabilities 96.09 276.14 0.01 16.80 stated:- 9 Investment 0.00 0.00 0.00 0.00 10 Turnover 20.98 501.26 0.00 5.38 Name and Description NIC Code of the % of total turnover Sr. No. 11 Profit/(Loss) before Taxation (22.07) 184.38 (0.02) 2.93 of main products / services Product/ service of the company 12 Provision for Taxation 0.38 7.25 0.00 (1.09) Profit/(Loss) after Taxation and 1 Healthcare Services 86 100 13 (22.45) (191.62) (0.02) 4.02 write back Proposed Dividend (including 14 0.00 0.00 0.00 0.00 Dividend Distribution Tax thereon) III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES – % of shareholding 15 55.00 100.00 100.00 94.68 Holding/ % of Sr. Name and address Applicable PAN AACCV1628A -- AASCS2101F AAACY0730G CIN/GLN Subsidiary/ Shares No. of the Company Section Vrundavan DDM Medical Shalby Hospital, 319, Associate Held Address Shalby Hospitals, center, Near Pattni Opp. Karnavati Club, Green City, Karasvada Potivim, Brother hood, SG Road, Ghuma, Yogeshwar Healthcare Ltd. U85110GJ1997PLC032486 Subsidiary 94.68 2(87)(ii) Industrial Estate, Opp. High ridge Ahmedabad Ahmedabad 1 319, Green City, Bartez, Goa-403507 Primary School, -380015 -380058 Ghuma, Ahmedabad. 4th Ave, Park lands. Vrundavan Shalby Hospitals Ltd. Subsidiary 2(87)(ii) Nairobi, Kenya 2 Karaswada, Mapusa, Goa. U85110GA1995PLC001851 55.00 Part “B”: Associates and Joint Ventures : NA Shalby International Ltd. Shalby Hospitals, Opp. Karnavati Club, Subsidiary 3 U65923GJ2012PLC071824 100.00 2(87)(ii) FOR AND ON BEHALF OF THE BOARD S. G. Road, Ahmedabad - 380015. Shalby (Kenya) Ltd. DR. VIKRAM I. SHAH Plot No. 1870/1/210, Parklands Road, 4 CPR/2011/4958900 Subsidiary 100.00 2(87)(ii) June 28, 2017 Chairman & Managing Director 4th Floor, Corner Plaza, Ahmedabad (DIN: 00011653) P.O Box 69952-00400, Nairobi.
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42 43 IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) i. Category-wise Share Holding
Equity Shareholding Preference Shareholding
Category of No. of shares held No. of shares held % Category of No. of shares held No. of shares held % shareholders at the beginning of the year at the end of the year change shareholders at the beginning of the year at the end of the year change during during % of % of % of % of the the Equity Demat Physical Total Total Demat Physical Total Total Equity Demat Physical Total Total Demat Physical Total Total Shares Shares year Shares Shares year
A. Promoters A. Promoters
1. Indian 1. Indian
a) Individual/HUF 55074875 137775 55212650 63.20 55212650 00 55212650 63.17 - 0.039 a) Individual/HUF 0 0 0 0.00 0 0 0 0.00 0.00
b) Bodies Corp. 31939348 0 31939348 36.56 31939348 0 31939348 36.11 - 0.455 b) Bodies Corp. 0 52500 52500 9.85 0 0 0 0.00 - 9.85
Sub-Total (A)(1) 87014223 137775 87151998 99.77 86773698 0 86773698 99.27 - 0.494 Sub-Total (A)(1) 0 52500 52500 9.85 0 0 0 0.00 - 9.85
2. Foreign 0 0 0 0.00 0 0 0 0.00 0.00 2. Foreign 0 0 0 0.00 0 0 0 0.00 0.00
Sub Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00 Sub Total (A)(2) 0 0 0 0.00 0 0 0 0.00 0.00
Total Shareholding Total Shareholding of Promoter 87014223 137775 87151998 99.77 86773698 0 86773698 99.27 - 0.494 of Promoter 0 52500 52500 9.85 0 0 0 0.00 - 9.85 (A) = (A)(1)+(A)(2) (A) = (A)(1)+(A)(2)
B. Public Shareholding B. Public Shareholding
1. Institution 0 0 0 0.00 0 0 0 0.00 0.00 1. Institution 0 0 0 0.00 0 0 0 0.00 0.00
Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00 Sub-Total (B)(1) 0 0 0 0.00 0 0 0 0.00 0.00
2. Non-Institution 2. Non-Institution
a) Body Corporate 0 0 0 0.00 0 0 0 0.00 0.00 a) Body Corporate 0 0 0 0.00 0 0 0 0.00 0.00
b) Individuals b) Individuals
i.Individual I. Individual shareholders shareholders holding nominal 30750 31593 0.13 0.14 0.007 843 121800 843 122643 holding nominal 0 215600 215600 33.31 0 0 0 0.00 - 33.31 share capital share capital upto Rs. 1 lakh upto Rs. 1 lakh ii. Individual shareholders ii. Individual shareholders holding nominal 130000 0 130000 0.05 471250 0.00 471250 0.54 0.488 share capital in holding nominal 0 265000 265000 56.84 0 0 0 0.00 -56.84 excess of Rs 1 lakh share capital in excess of Rs 1 lakh Foreign Nationals - 0 41341 41341 0.05 0 41341 41341 0.05 0.000 Non-Resident Indians Sub-Total (B)(2) 0 480600 480600 90.15 0 0 0 0.00 - 90.15 Sub-Total (B)(2) 160750 42184 202934 0.23 593050 42184 635234 0.73 0.494 Total Public Total Public Shareholding 0 480600 480600 90.15 0 0 0 0.00 - 90.15 Shareholding 160750 42184 202934 0.23 593050 42184 635234 0.73 0.494 (B)=(B)(1)+ (B)(2) (B)=(B)(1)+ (B)(2) C. Shares held C. Shares held by Custodian for 0 0 0 0.00 0 0 0 0.00 0.00 by Custodian for 0 0 0 0.00 0 0 0 0.00 0.00 GDRs & ADRs GDRs & ADRs Grand Total (A+B+C) 0 533100 533100 100.00 0 0 0 0.00 - 100.00 Grand Total (A+B+C) 87174973 179959 87354932 100.00 87366748 42184 87408932 100.00 0.00
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44 45 ii. Shareholding of Promoters V. SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS
Sr. Shareholding Shareholding (other than Directors, Promoters and Holders of GDRs and ADRs): Promoter’s name % No. at the beginning of the year at the end of the year change a) Equity in % of % of % of % of share total Shares total Shares holding Shareholding Cumulative shareholding No. of Shares Pledged / No. of Shares Pledged / during at the beginning of the year during the year Shares encumbered Shares encumbered Sr. of the of the the Top 10 shareholders to total to total No. % of the total % of the total company company year No. of shares shares No. of shares shares of the shares of the Company shares Company 1 Dr. Vikram Shah 52062625 59.60 - - 52062625 59.60 - - 0.04 1 Dr. Bharat Gajjar 2 Dr. Darshini Shah 3012500 3.45 - - 3012500 3.45 - - - - At the beginning of the year 45000 0.05 3 Mr. Shanay Shah 137525 0.16 - - 137525 0.16 - - - - Add Purchase 19.01.17 30000 75000 0.09 4 M/s Zodiac Mediquip Ltd 31939348 36.56 - - 31561048 36.11 - - 0.46 At the end of the year 75000 0.09 Total 87151998 99.77 - - 86773698 99.27 - - 0.49 2 Dr. Ashish Sheth
iii. Change in Promoters’ Shareholding At the beginning of the year 17500 0.02
Shareholding Cumulative shareholding Add Purchase 19.01.17 40000 57500 0.07 at the beginning of the year during the year Sr. At the end of the year 57500 0.07 Particular No. % of the total % of the total No. of No. of shares shares of the shares of the 3 Dr. Shrirang Deodhar Company shares Company At the beginning of the year 15000 0.02 1 At the beginning of the year 87151998 99.77 - - - - Add Purchase 19.01.17 40000 55000 0.06 19.01.17 Sale of Shares by Zodiac Mediquip Ltd 264200 - - 86887798 99.40 At the end of the year 55000 0.06 03.02.17 Sale of Shares by Zodiac Mediquip Ltd 41700 - - 86946098 99.36 4 Dr. Amish Kshatriya 10.02.17 Sale of Shares by Zodiac Mediquip Ltd 46700 - - 86799398 99.30 At the beginning of the year 12500 0.01 20.02.17 Sale of Shares by Zodiac Mediquip Ltd 23700 - - 86775698 99.28 Add Purchase 19.01.17 40000 52500 0.06 06.03.17 Sale of Shares by Zodiac Mediquip Ltd 2000 - - 86773698 99.27 At the end of the year 52500 0.06 2 At the end of the year - - - - 86773698 99.27 5 Dr. Kalpesh Shah
At the beginning of the year 12500 0.01
Add Purchase 19.01.17 40000 52500 0.06
At the end of the year 52500 0.06
6 Dr. Dhiraj Marothi
At the beginning of the year 7500 0.01
Add Purchase 19.01.17 40000 47500 0.05
At the end of the year 47500 0.05
7 Dr. Govind Agrawal
At the beginning of the year 15000 0.02
Add Purchase 10.02.17 20000 35000 0.04
At the end of the year 35000 0.04
47 48
46 47 b) Preference Shareholding Cumulative shareholding at the beginning of the year during the year Sr. Shareholding Cumulative shareholding Top 10 shareholders No. % of the total % of the total at the beginning of the year during the year shares of the No. of shares of the Sr. No. of shares Top 10 shareholders Company shares Company No. % of the total % of the total No. of No. of shares shares of the shares of the 8 Mr. Ravi Bhandari Company shares Company
At the end of the year 0 1 Dr. Amish Kshatriya.
Add Purchase 10.02.17 15000 At the beginning of the year 40000 7.50
Add Preferential Allotment 06.03.17 10000 25000 0.03 Less Redemption 20.12.2016 40000 0.00 0 0.00
At the end of the year 25000 0.03 At the end of the year 0 0.00 9 Nishita Shukla 2 Dr. Shrirang Deodhar At the beginning of the year 0
Add Purchase 10.02.17 7000 At the beginning of the year 40000 7.50
Add Preferential Allotment 06.03.17 18000 25000 0.03 Less Redemption 20.12.2016 40000 0.00 0 0.00
At the end of the year 25000 0.03 At the end of the year 0 0.00 Dr. Ashish Sheth J/ Dr. Muthuswamy Krishnamurthy J/ 3 W Nareshchandra Sheth 10 w Dr. Lalitha Krishnamurthy At the beginning of the year 40000 7.50 At the beginning of the year 19698 0.02 Less Redemption 20.12.2016 40000 0.00 0 0.00 During the year 0 19698 0.02 At the end of the year 0 0.00 At the end of the year 19698 0.02 4 Dr. Dhiraj. K. Marothi Mr. Balaji Gopalakrishnan J/ At the beginning of the year 11 w Ms. Sarada Krishnamurthy 40000 7.50 Less Redemption 20.12.2016 40000 0.00 0 0.00 At the beginning of the year 19698 0.02 At the end of the year 0 0.00 During the year 0 19698 0.02 5 Dr. Kalpesh Shah At the end of the year 19698 0.02 At the beginning of the year 40000 7.50
Less Redemption 20.12.2016 40000 0.00 0 0.00
At the end of the year 0 0.00
6 Dr. Bharat Gajjar
At the beginning of the year 30000 5.63
Less Redemption 20.12.2016 30000 0.00 0 0.00
At the end of the year 0 0.00
7 Dr. Govind Agrawal
At the beginning of the year 20000 3.75
Less Redemption 20.12.2016 20000 0.00 0 0.00
At the end of the year 0 0.00
49 50
48 49 VI. SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Shareholding Cumulative shareholding at the beginning of the year during the year Shareholding Shareholding Sr. Top 10 shareholders at the beginning of the year at the end of the year No. % of the total % of the total No. of No. of shares shares of the shares of the Sr. For each of % of % of shares No. of shares No. of shares Company Company No. Directors and KMP shareholding shareholding
8 Mr. Ravi Bhandari Equity Prefe Equity Prefe Equity Prefe Equity Prefe -rence -rence -rence -rence At the end of the year 15000 2.81 1 Dr. Vikram Shah Less Redemption 20.12.2016 15000 0.00 0 0.00 At the beginning of the year 52062625 0 59.60 0.00 At the end of the year 0 0.00 Change during the year 0 0 0.00 0 0 0.00 0.00 9 Dr. Hasmukh Nagwadia At the end of the year 52062625 0 59.56 0.00 At the beginning of the year 10000 1.81 2 Dr. Darshini Shah Less Redemption 20.12.2016 10000 0.00 At the beginning of the year 3012500 0 3.45 0.00 At the end of the year 0 0.00 Change during the year 0 0 0.00 0.00 0 0 0.00 0.00 10 Dr. Kinner Shah At the end of the year 3012500 0 3.45 0.00 At the beginning of the year 10000 1.81 3 Shyamal Joshi Less Redemption 20.12.2016 10000 0.00 0 0.00 At the beginning of the year 250 0 0.00 0.00 At the end of the year 0 0.00 Change during the year 0 0 0.00 0.00 250 0 0.00 0.00
At the end of the year 250 0 0.00 0.00
4 Ravi Bhandari
At the beginning of the year 0 15000 0.00 2.81
Less Redemption 20.12.2016 0 15000
Add Purchase 10.02.2017 15000 0.02 0 0 0.00 0.00
Add Preferential Allotment 06.03.2017 10000 0 0 0.00 0.00
At the end of the year 25000 0 0.03 0.00
5 S L Kothari
At the beginning of the year 0 0 0.00 0.00
Add Preferential Allotment 06.03.2017 6000 0 0.007 0.00 0 0 0.00 0.00
At the end of the year 6000 0 0.007 0.00
6 Jayesh Patel
At the beginning of the year 0 2000 0.00 0.38 0.00
Less Redemption 20.12.2016 0 2000 0.00 0.00
Add Purchase 10.02.2017 2000 0.002 0 0 0.00 0.00
Add Preferential Allotment 06.03.2017 4000 0 0.005 0 0 0.00 0.00
At the end of the year 6000 0 0.007 0.00
51 52
50 51 VII. INDEBTEDNESS IX. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Indebtedness of the Company including interest outstanding/accrued but not due for payment Details of ` ( in Million) Section penalty / Appeal made, Brief Authority [RD / Type of the punishment / if any Secured description NCLT / Court] loans Unsecured Total companies act compounding (give details) Particulars Deposits excluding loans indebtedness fees imposed deposits A. COMPANY Indebtedness at the beginning of the financial year Penalty 1. Principal Amount 1,663.74 560.01 0.00 2,223.75 Punishment 2. Interest due but not paid 0.00 0.00 0.00 0.00 Compounding 4.95 0.00 21.22 3. Interest accrued but not due 16.27 B. DIRECTORS Total (1+2+3) 1,680.01 564.96 0.00 2,244.97 Penalty Change in Indebtedness during the financial year Punishment NIL Addition 1,102.72 649.50 0.00 1,752.22 Compounding
Reduction 153.62 564.96 0.00 718.58 C. DIRECTORS Net Change 949.10 84.54 0.00 1,033.64 Penalty Indebtedness at the end of the financial year Punishment 1. Principal Amount 2,614.25 649.50 0.00 3,263.75 Compounding 2. Interest due but not paid 0.00 0.00 0.00 0.00
3. Interest accrued but not due 14.85 0.00 0.00 14.85 Total (1+2+3) 2,629.10 649.50 0.00 3,278.60 FOR AND ON BEHALF OF THE BOARD
VIII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL DR. VIKRAM I. SHAH Chairman & Managing Director A. Remuneration to Managing Director, Whole-time Directors and/or Manager: NA June 28, 2017 Ahmedabad (DIN: 00011653) B. Remuneration to other Directors: NIL C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD:
(` in Million) Sr. No. Particulars of remuneration Key Managerial Personnel
CEO CS CFO TOTAL
1 Gross salary 7.22 1.33 4.90 13.45 a. Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 b. Value of perquisites u/s 17(2) Income-tax Act, 1961 c. Profits in lieu of salary under section 17(3) Income-tax Act, 1961
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission - as % of profit / others, specify… 0 0 0 0
5 Others, please specify 0 0 0 0
Total 7.22 1.33 4.90 13.45
53 54
52 53 ANNEXURE - C NA NA NA NA NA NA NA NA NA NA NA which special Date on general Date on required meeting Ordinary passed in which the in general proviso to resolution under first u/s 188(1) meeting as was passed section 188 06-02-2017 06-02-2017 06-02-2017 06-02-2017 resolution was NA NA NA NA NA NA NA NA NA NA NA NA NA NA NA if any paid as Amount if any paid as advances, Amount advances, of Board by the Date(s) approval 20-12-2016 20-12-2016 20-12-2016 20-12-2016 if any: by the Board, approval Date(s) of 05/01/2016 05/01/2016 05/01/2016 19/11/2012 28/03/2014 05/01/2016 05/01/2016 05/01/2016 05/01/2016 19/02/2014 05/01/2016 or ` into such contracts or for entering transactions Justification arrangements the value, if any Salient terms of the or transactions including contracts or arrangements As Shalby Limited is the flagship company of the of is the flagship company Limited As Shalby As Shalby Limited is the flagship company of the of is the flagship company Limited As Shalby Dr Vikram Shah and Mr Uday Bhatt have leased the land on which Shalby Naroda is located to group group and largely responsible for the value group group and largely responsible for the value attributed to the group, the Individual Promoter, Dr Vikram Shah, decided to extend the attributed to the group, the Individual the Company for a period of thirty years. As Shalby Limited is the flagship company of the of is the flagship company Limited As Shalby group group and largely responsible for the value attributed to the group, the Individual Promoter, Dr Vikram Shah, decided to give the leasehold rights to the Company for a Promoters, being partners of Shalby leasehold rights to the Company for a consideration consideration that may be lower than the arm’s Orthopaedic Hospital and Research Centre, length price for comparable leased properties. comparable for length price consideration consideration that may be lower than the arm’s length price for comparable leased properties. comparable for length price decided to extend the leasehold rights to the Company Company for a consideration that may be lower than the arm’s length price for comparable leased properties. Dr Vikram Shah, along with Dr Darshini Shah, and Shanay Shah are major partners of Shalby Orthopaedic Hospital and Research Centre. They They are also Promoters of Shalby Limited. As the Company is the flagship company of the group group and largely responsible for the goodwill generated in connection with the “Shalby Hospitals” trademark, it was decided by the Company management and Individual Promoters that the trademark license agreement agreement executed between the Company and Shalby Orthopaedic Hospital and Research ₹ 1 of a nominal consideration shall be for Centre payable by the issuer to the holder of the trademark, trademark, Shalby Orthopaedic Hospital and Research Centre. Research ` Rendering Services amounting to Services Rendering ` 63,200 Purchase of medical material and of Purchase value is ` 3,26,853 consumables Commission amounting to Commission 1,34,950 medicines and consumable Sale of value is ` 2759 1) Professiona lfee payable 1) For SG & payable 1) For lfee 1) Professiona amounting to Services Rendering ` 60,000 medical material and of Purchase value is ` 32,50,38,308 consumables amounting to loan given Unsecured ` 5,18,234 Purchase of medical material and of Purchase value is ` 6,31,124 consumables Rent Rent and year 255,000 Per Vijay unit: 70% of dental income dental income Vijay unit: 70% of dental income Krishna unit: 30% of 2) For ` 2,67,75,133 amounting of 1200,000 given as Deposit ` 1200,000 given Profeesional fee revised w.e.f 01/01/2016 w.e.f revised fee Profeesional and payable 1) Arthroplasty: 20% of IPD 20% of and payable 1) Arthroplasty: fees); + Ward fees (Surgery collection 2) Other than Collected 80% OPD fees the PF posting 20% of Arthroplasty: amount, etc amounting to ` 4,47,34,279 including -tions of the transac transactions arrange -ments/ 5 Years 5 Years Ongoing Ongoing Duration Ongoing 11 Years Ongoing Ongoing contracts/ Salient terms of the value, if any the contracts or 10 Years 10 Years arrangements or Form No. AOC-2 100,000; and (b) A One time royalty One time royalty ` 1 of fee Dr Vikram Shah has leased Dr Vikram the land on which SG Higher of: (a) A Shalby Orthopaedic Shalby Shalby is located to the guaranteed minimum Company Company for a period of ten years ending on Hospital and Research Centre has leased land the on which Vijay monthly rental of February February 28, 2027 at a Shalby Shalby is located to the monthly lease rental of Company for a period of a period of for Company ` ` 500,000 ten years ending on revenue sharing of 2.5% sharing of revenue of the gross revenue February February 28, 2027 at a monthly lease rental of received and / or ` 50,000 generated by Shalby Naroda, Naroda, and booked on the credit side of profit and loss accounts, in the books of accounts books of of the accounts Company. -tions of the Nature of transac arrange contracts/ -ments/ Duration 15 Years 10 Years 10 Years 30 Years transactions contracts/ arrangements/ Rent Income Rent Professional Fees Professional Rent Income Rent of Purchase of Purchase Unsecured Loan Given Commission / Deposit Rent of Purchase medicines Sale of and consumable medical material and consumables medical material and consumables medical material and consumables Professional Fees Professional 2. Details of material Contracts or Arrangement Transactions at arm’s length basis for FY 2016-17 Nature of contracts/ transactions arrangements/ Trademark Trademark License Agreement Lease Agreement Lease Agreement Lease Agreement Name(s) of of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto the related party and nature of relationship 1. Details of Contracts or Arrangements Transactions not at arm’s length basis for FY 2016-17 Slaney Healthcare Healthcare Slaney Private Limited Dr. Darshini V. Shah, V. Darshini Dr. KMP of Relative Uranus Medical Devices Medical Devices Uranus Company Group Limited, Griffin Mediquip LLP, Company Group Griffin Mediquip LLP International Limited, Shalby Subsidary Company Slaney Healthcare Private Healthcare Slaney wholly owned Limited, Mediquip Zodiac subsidary of of promoter one of Limited Zodiac Mediquip Limited, Mediquip Limited, Zodiac Company Promoter Limited, Healthcare Yogeshwar the Company Subsidiary Company Dr. Vikram I Shah, KMP Vikram Dr. 2 2 2 3 1 3 1 1 1 PROFESSIONAL FEES 1 COMMISSION RENT EXPENSES/INCOME PURCHASE OR SALE OF MEDICAL, MATERIAL AND CONSUMABLES AVAILIING AND RENDERING SERVICES Sr. no. (Pursuant to clause (h) of sub-section (3) section 134 the Act and Rule 8 (2) Companies (Accounts) Rules, 2014) Name(s) of the related party and nature of relationship FOR AND ON BEHALF OF THE BOARD Shalby Orthopedic Hospital & Shalby Shah Dr Vikram Centre, Research Orthopaedic Shalby is a partner of and Centre, Hospital and Research managerial and key is a director the Company. of person Dr. Vikram I Shah, Vikram Dr. Chariman & Managing Director the Company of Orthopedic Hospital & Shalby Shah Dr Vikram Centre, Research Orthopaedic Shalby is a partner of Centre, Hospital and Research and Key and is a Director I Shah, Vikram Dr. Chariman & Managing Director the Company of Managerial Person of the Company. the Company. of Person Managerial DR. VIKRAM I. SHAH 1 2 3 4 Form for disclosure of particulars contracts / arrangements entered into by the company with related parties referred to in sub-section (1) section, 188 Sr. no. June 28, 2017 Chairman & Managing Director Ahmedabad (DIN: 00011653)
55 56
54 55
ANNEXURE -E FORM NO. MR-3 D. The Securities Exchange Board of India (vi) Clinical Establishments (Registration & Secretarial Audit Report (For the Financial Year ended March 31, 2016) (Employee Stock Option Scheme and Regulation) Act, 2010 Employee Stock Purchase Scheme) [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (vii) Ethical Guidelines for Biomedical Guidelines, 1999 and The Securities and (Appointment and Remuneration of Managerial Personnel) Rules, 2014] Research on Human participants, 2006 Exchange Board of India (Share Based (viii) Transplantation of Human Organs Act, Employee Benefits) Regulations, 2014- 1994 To, I. The Companies Act, 2013 (the Act) and the [Not Applicable to the Company during The Members Rules made there under; Audit Period]; (ix) Atomic Energy Act, 1962 SHALBY LIMITED II. The Securities Contracts (Regulation) Act, E. The Securities and Exchange Board of (x) Atomic Energy (Radiation Protection ) Opp: Karnawati Club, 1956 ('SCRA') and the Rules made there India (Issue and listing of Debt Rules, 2004 Sarkhej Gandhinagar Highway, under; Securities) Regulations, 2008-[Not (xi) Safety Code for Medical Diagnostic X- Nr. Prahladnagar Gardern III. The Depositories Act, 1996 and the Applicable to the Company during Audit Ray Equipment and Installation, 2001 Ahmedabad-380015 Regulations and By-laws framed there Period]; Gujarat (xii) Radiation Surveillance Procedures for under; F. The Securities and Exchange Board of Medical Application of Radiation 1989 I have conducted the secretarial audit of the IV. Foreign Exchange Management Act, 1999 India (Registrars to an Issue and Share compliance of applicable statutory provisions (xiii) Pre-Conception and Pre-Natal and the Rules and Regulations made Transfer Agents) Regulations, 1993 and the adherence to good corporate practices Diagnostic Techniques Act, 1994 thereunder to the extent of Foreign Direct regarding the Companies Act and dealing by SHALBY LIMITED (hereinafter called the (xiv) Medical Termination of Pregnancy Act, Investment, Overseas Direct Investment and with client; Company). Secretarial Audit was conducted in a 1971 External Commercial Borrowings; G. The Securities and Exchange Board of manner that provided me a reasonable basis for (xv) Consumer Protection Act, 1986 evaluating the corporate conducts/statutory V. The following Regulations and Guidelines India (Delisting of Equity Shares) compliances and expressing my opinion prescribed under the Securities and Regulations, 2009-[Not Applicable to (xvi) Madhya Pradesh Upcharyagriha Tatha thereon. Exchange Board of India Act, 1992 ('SEBI the Company during Audit Period]; and Rujopchar Sambandhi Sthapnaye Act') to the extent applicable to the (Registrikaran tatha Anugyapan) Based on my verification of the books, papers, H. The Securities and Exchange Board of Company :- India (Buyback of Securities) Regulations, Adhiniyam, 1973 (“MP Nursing Home minute books, forms and returns filed and other Act”) records maintained by the Company and also A. The Securities and Exchange Board of 1998-[Not Applicable to the Company the information provided by the Company, its India (Substantial Acquisition of Shares during Audit Period]; (xvii) The Gujarat Emergency Medical officers, agents and authorized representatives and Takeovers)Regulations, 2011-[Not VI. Other Laws those are applicable specifically Services Act. 2007 during the conduct of secretarial audit, I hereby Applicable to the Company during the to the Company : report that in my opinion, the Company has, Audit Period]; 2. FOOD SAFETY REGULATIONS during the audit period covering the financial B. The Securities and Exchange Board of 1. INDUSTRY SPECIFIC REGULATIONS (i) Food Safety and Standards Act, 2006 year ended on March 31, 2017 (“Audit Period”) India (Prohibition of Insider Trading) complied with the statutory provisions listed Regulations, 1992 and The Securities (i) Indian Medical Council Act, 1956 (“IMC hereunder and also that the Company has and Exchange Board of India (Prohibition Act”). 3. ENVIRONMENT REGULATIONS proper Board-processes and compliance- of Insider Trading) Regulations, 2015; (ii) Indian Medical Council (Professional (i) Environment (Protection) Act, 1986 mechanism in place to the extent, in the –[Not Applicable to the Company during Conduct, Etiquette and Ethics) (ii) Water (Prevention and Control of manner and subject to the reporting made the Audit Period]; Regulations, 2002 (“IMC Regulations”) Pollution) Act, 1974 hereinafter: C. The Securities and Exchange Board of (iii) Drugs and Cosmetic Act, 1940. (iii) Water (Prevention and Control of I have examined the books, papers, minute India (Issue of Capital and Disclosure (iv) Narcotic Drugs and Psychotropic Pollution) Cess Act, 1977 books, forms and returns filed and other Requirements) Regulations, 2009-[Not Substances Act, 1985 records maintained by SHALBY LIMITED (“The Applicable to the Company during Audit (iv) Air (Prevention and Control of Pollution (v) Pharmacy Act, 1948 Company”) for the Financial Year ended on Period]; ) Act, 1981 March 31, 2017 according to the provisions of:
59 60
58 59 (v) Biomedical Waste Management Rules, I further report that there are adequate redeemable preference shares of ` 10/- 2017 for the proposed initial public 2016 systems and processes in the company each at the total redemption amount of offering of equity shares of `10/- each (vi) Hazardous and other Wastes commensurate with the size and operations of ` 15,599,500/- vide Board resolution dated (equity Shares) consisting of a fresh issue of (Management and Transboundry the Company to monitor and ensure December 20, 2016. up to `5800 million and offer for sale by Movement) Rules, 2016 compliance with applicable laws, rules, 6. The Company has passed Special existing shareholders. regulations, guidelines. I have also examined compliance with the resolutions in the Extra Ordinary general applicable clauses of the following: I further report that during the Audit period Meeting of members held on March 30, there were following Specific events/actions 1. Secretarial Standard issued by The Institute having a major bearing on company's affairs in Shambhu J. Bhikadia of Company Secretaries of India. Practicing Company Secretary pursuance of the above referred Laws, Rules, June 28, 2017 Ahmedabad ACS No.:8024 CP No.:3894 2. The Listing Agreements entered into by the regulations, guidelines, Standards, etc. which Company with the Stock exchanges and The are : This Report is to be read with my letter of even date which is annexed as Appendix A and Forms an Securities Exchange Board of India (Listing integral part of this report. 1. The Company has on March 6, 2017 issued Obligations and Disclosure Requirements) and allotted 54000 equity shares of `10/- Regulation, 2015 [Clauses o f L i s t i n g each at the Premium of ` 60/- per Share Agreement were not applicable as APPENDIX A aggregating to ` 37,80,000/- on Private To, Securities of the Company is not listed on Placement basis. any recognized stock exchange] The Members 2. The Company has increased its Authorised SHALBY LIMITED During the period under review the Company share Capital from ` 101.25 Crores to ` Opp: Karnawati Club, S G Highway, has complied with the provisions of the Act, 111.25 Crores and made re-Classification Nr. Prahladnagar Gardern, Rules, Regulations, Guidelines, Standards, etc. of Share Capital and adopted new set of Ahmedabad-380015 mentioned above. Articles of Association and also made My report of even date is to be read along with Management representation about the I further report that: The Board of Directors of Alteration in the “Main Object” Clause of this letter. Compliance of laws, rules and regulations the Company is duly constituted with proper Memorandum of Association in the extra 1. Maintenance of Secretarial record is the and happening of events etc. balance of Executive Directors, Non-Executive ordinary general meeting held on February Directors and Independent Directors. The 6, 2017. responsibility of the management of the 5. The Compliance of the provisions of changes in the composition of the Board of 3. Shalby Surat Hospital Private Limited and Company. My responsibility is to express an Corporate and other applicable laws, rules, Directors that took place during the period Kusha Healthcare Limited were opinion on these secretarial records based regulations, standards is the responsibility under review were carried out in compliance amalgamated with the Company pursuant on my audit. of the management. My examination was with the provisions of the Act. to the Amalgamation order of honourable 2. I have followed the audit practices and limited to the verification of procedure on high court of Gujarat dated August 5, 2016. process as were appropriate to obtain test basis. Adequate notice is given to all directors to schedule the Board Meetings, agenda and 4. Scheme of arrangement in the nature of De- reasonable assurance about the correctness 6. The Secretarial Audit Report is neither an detailed notes on agenda were sent at least merger and transfer of Hospital Division of of the contents of the Secretarial records. assurance as to the future viability of the seven days in advance, and a system exists for Kamesh Bhargva Hospital & Research The verification was done on test basis to Company nor of the efficacy or seeking and obtaining further information and Centre Private Limited to Shalby Limited ensure that correct facts are reflected in effectiveness with which the management clarifications on the agenda items before the has been approved by Honourable High Secretarial records. I believe that the has conducted the affairs of the meeting and for meaningful participation at the Court of Gujarat, subject to clarification process and practices, I followed provide a Company. meeting. that the implementation of the said order reasonable basis for my opinion. shall be subject to the proceedings filed by 3. I have not verified the correctness and Shambhu J. Bhikadia All the Decisions at the Board Meeting and the Transferor company before the High appropriateness of financial records and June 28, 2017 Practicing Company Secretary committee Meetings are carried out Court of Punjab and Haryana at Chandigarh. unanimously as recorded in the Minutes of the Books of Accounts of the Company. Ahmedabad ACS No.:8024 CP No.:3894 5. The company has redeemed 533100, 5% Meetings of the Board of Directors or 4. Wherever required, I have obtained the cumulative optionally convertible committee of the Board, as the case may be.
61 62
60 61 INDEPENDENT AUDITORS' REPORT
To, Auditor’s Responsibility the Act in the manner so required and give a reporting of the Company and the The Members, Our responsibility is to express an opinion on true and fair view in conformity with the operating effectiveness of such SHALBY LIMITED these standalone financial statements based accounting principles generally accepted in controls, refer to our separate report in Ahmedabad. on our audit. India, of the state of affairs of the company as at “Annexure B”; and March 31, 2017 and its profit and its cash flows Report on the We have taken into account the provisions of (g) With respect to the other matters to be for the year ended on that date. Standalone Financial Statements the Act, the accounting and auditing standards included in the Auditor’s Report in We have audited the accompanying standalone and matters which are required to be included Report on Other Legal and Regulatory accordance with Rule 11 of the financial statements of SHALBY LIMITED (“the in the audit report under the provisions of the Requirements Companies (Audit and Auditors) Rules, Company”), which comprise the Balance Sheet Act and the Rules made thereunder. 1. As required by the Companies (Auditor’s 2014 in our opinion and to our best of our information and according to the as at March 31, 2017, the Statement of Profit We conducted our audit of the standalone Report) Order 2016 ("the Order") issued by explanations given to us : and Loss and Cash Flow Statement for the year financial statements in accordance with the the Central Government of India in terms of then ended, and a summary of significant Standards on Auditing specified under Section sub section (11) of section 143 of the Act, (i) The Company has disclosed accounting policies and other explanatory 143(10) of the Act. Those Standards require we give in the “Annexure – A”, a statement pending litigations which would information. that we comply with ethical requirements and on the matters specified in paragraphs 3 impact its financial position. (Refer and 4 of the Order. Note-44 to the standalone financial Management’s Responsibility for the plan and perform the audit to obtain statements) Standalone Financial Statements reasonable assurance about whether the 2. As required by section 143(3) of the Act, we The Company’s Board of Directors is Financial Statements are free from material report that: (ii) The Company did not have any long- misstatement. responsible for the matters stated in section (a) We have sought and obtained all the term contracts including derivatives 134(5) of the Companies Act, 2013 (“the Act”) An audit involves performing procedures to information and explanations which to contracts for which there were any with respect to the preparation and obtain audit evidence about the amounts and the best of our knowledge and belief material foreseeable losses. presentation of these standalone financial disclosures in the financial statements. The were necessary for the purposes of our (iii) There were no amounts which were statements that give a true and fair view of the procedures selected depend on the auditor’s audit. required to be transferred to the financial position, financial performance and judgment, including the assessment of the risks (b) In our opinion, proper books of account Investor Education and Protection cash flows of the Company in accordance with of material misstatement of the financial as required by law have been kept by Fund by the Company. the accounting principles generally accepted in statements, whether due to fraud or error. In the Company so far as appears from our making those risk assessments, the auditor (iv) The Company has provided India, including the Accounting Standards examination of those books. requisite disclosures in its financial specified under Section 133 of the Act, read considers internal financial control relevant to the Company’s preparation of the financial (c) The Balance Sheet, the Statement of statements as to holdings as well as with Rule 7 of the Companies (Accounts) Rules, statements that give true and fair view in order Profit and Loss and the Cash Flow dealings in Specified Bank Notes 2014. This responsibility also includes to design audit procedures that are appropriate Statement dealt with by this Report are during the period from November 8, maintenance of adequate accounting records in the circumstances. An audit also includes in agreement with the books of account. 2016 to December 30, 2016 and in accordance with the provision of the Act for these are in accordance with the evaluating the appropriateness of accounting (d) In our opinion, the aforesaid standalone safeguarding the assets of the Company and for books of accounts maintained by policies used and the reasonableness of the financial statements comply with the preventing and detecting frauds and other the Company. (Refer Note - 47 to the accounting estimates made by Company's Accounting Standards specified under irregularities; selection and application of standalone financial statements) Directors, as well as evaluating the overall Section 133 of the Act, read with Rule 7 appropriate accounting policies; making presentation of the financial statements. of the Companies (Accounts) Rules, judgments and estimates that are reasonable FOR G. K. CHOKSI & CO. We believe that the audit evidence we have 2014. [Firm Registration No. 101895W] and prudent; and design, implementation and obtained is sufficient and appropriate to Chartered Accountants maintenance of adequate internal financial (e) On the basis of written representations provide a basis for our audit opinion on controls, that were operating effectively for received from the directors as on March Standalone Financial Statements. ensuring the accuracy and completeness of the 31, 2017 taken on record by the Board of Directors, none of the directors is Shaunak V. Muzumdar accounting records, relevant to the preparation Opinion disqualified as on March 31, 2017 from June 28, 2017 Partner and presentation of the financial statements In our opinion and to the best of our being appointed as a director in terms Ahmedabad Mem. No. 37571 that give a true and fair view and are free from information and according to the explanations of Section 164(2) of the Act. material misstatement, whether due to fraud or given to us, the aforesaid Standalone Financial error. Statements give the information required by (f) With respect to the adequacy of the internal financial controls over financial
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62 63 Name of the Disputed Amount Period to which Forum where Annexure - A to the Independent Auditors’ of the Companies Act, 2013. Accordingly, Nature of the Dues Remarks Statute (`) In Million the amount relates dispute is pending Report of even date on Standalone Financial the provisions of Clause 3(iii) of the Order Sales Tax Demand Notice 52.60 F. Y. 2009-10 Assistant Against the disputed liability Statements of SHALBY LIMITED are not applicable to the Company. issued by Sales Commissioner of as per the management Tax Department Sales Tax representation and the (i) (a) The Company has maintained proper (iv) In our opinion and according to the expert advice obtained by records showing full particulars company, the contingent information and explanations given to us, liability is ` 5.42 million. including quantitative details and the Company has complied with the Sales Tax Demand Notice 63.12 F. Y. 2010-11 Assistant Against the disputed liability situation of its fixed assets. provisions of section 185 and 186 of the issued by Sales Commissioner of as per the management Tax Department Sales Tax representation and the (b) The fixed assets have been physically Act, with respect to the loans, investments, expert advice obtained by company, the contingent verified by the management during the guarantees and securities. liability is `2.02 million.
year at reasonable intervals and no (v) According to information and explanations Sales Tax Demand Notice 74.91 F. Y. 2011-12 Assistant Against the disputed liability material discrepancies were noticed issued by Sales Commissioner of as per the management given to us, the Company has not accepted Tax Department Sales Tax representation and the on such verification. any deposits as defined in The Companies expert advice obtained by company, the contingent (c) According to the information and (Acceptance of Deposits) Rules 2014. liability is `1.82 million.
explanations given to us and on the Accordingly, the provisions of Clause 3(v) Sales Tax Demand Notice 91.90 F. Y. 2012-13 Assistant Against the disputed liability basis of our examination of the records of the Order are not applicable to the issued by Sales Commissioner of as per the management Tax Department Sales Tax representation and the of the Company provided to us, the Company. expert advice obtained by company, the contingent title deeds of immovable properties (vi) We have broadly reviewed the cost records liability is `1.96 million. are held in the name of the Company maintained by the Company pursuant to Sales Tax Demand Notice 101.26 F. Y. 2013-14 Assistant Against the disputed liability except freehold land and leasehold issued by Sales Commissioner of as per the management rules made by the Central Government. We Tax Department Sales Tax representation and the land aggregate amounting to expert advice obtained by are of the opinion that prima facie the company, the contingent `473.33 million acquired pursuant to prescribed accounts and records have liability is ` 2.94 million. schemes of amalgamation in the been maintained and being made. We Tax Deducted Demand Notice 105.21 A. Y. 2014-15 CIT (A) Against the disputed liability nature of merger which is pending for at Sources issued by Sales as per the management have, however, not made a detailed Tax Department representation and the registration in the name of the expert advice obtained by examination of these records with a view company, the contingent Company. Further as per information to determine whether they are accurate or liability is `29.97 million including interest `21.04 and explanations given to us all the complete. million. existing buildings of the Company are (vii) (a) According to the information given to Income Tax Income Tax 13.31 A.Y. 2014-15 Dy. Commissioner - either constructed on freehold / Act, 1961 of Income Tax us, the Company is generally regular in leasehold land or acquired pursuant to depositing with appropriate scheme of amalgamation in the nature authorities undisputed statutory dues (viii)According to the information and (x) According to the information and of merger. explanations given to us, the Company has explanations given to us, no fraud by and Company had no arrears of such not defaulted in the repayment of loans company or any fraud on the company by (ii) According to information and explanation outstanding statutory dues as at and borrowings to financial institutions, its officers and employees have been given to us, the Management of the March 31, 2017 for a period more than banks, government or dues to debenture noticed or reported during the year. Company has conducted physical six months from the date they became holders during the year. (xi) According to the information and verification of inventory at reasonable payable. (ix) The Company has not raised moneys by explanations give to us, the Company has intervals and no material discrepancies (b) According to the information and way of initial public offer or further public not paid/provided for managerial were noticed on such physical verification explanations given to us, the dues of offer (including debt instruments). The remuneration in accordance with the during the year. Sales Tax / VAT and Income Tax which Company has raised moneys by way of provisions of section 197 read with term loans during the year and such term Schedule V to the Act. Accordingly, the (iii) The Company has not granted any secured have not been deposited by company / unsecured loan to any parties covered in loans have been applied by the Company provisions of Clause 3(xi) of the Order are as at March 31, 2017 on account for the purposes for which they were not applicable to the Company. the register maintained under Section 189 disputes are as stated below : raised.
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64 65 (xii) In our opinion and according to the Annexure- B to the Independent Auditors’ Controls and, both issued by the Institute of permit preparation of financial Chartered Accountants of India. Those statements in accordance with generally information and explanations given to us, Report of even date on the Standalone Financial Statements of SHALBY LIMITED Standards and the Guidance Note require that accepted accounting principles, and that the Company is not a nidhi company. we comply with ethical requirements and plan receipts and expenditures of the company Accordingly, paragraph 3(xii) of the Order Report on the Internal Financial Controls and perform the audit to obtain reasonable are being made only in accordance with is not applicable. under Clause (i) of Sub-section 3 of Section assurance about whether adequate internal authorisations of management and 143 of the Companies Act, 2013 (“the Act”) financial controls over financial reporting was directors of the company; and (xiii)According to the information and We have audited the internal financial controls established and maintained and if such explanations given by the management, (3) provide reasonable assurance regarding over financial reporting of SHALBY LIMITED controls operated effectively in all material prevention or timely detection of transactions with the related parties are in (“the Company”) as of March 31 2017 in respects. unauthorised acquisition, use, or compliance with Section 177 and 188 of conjunction with our audit of the Standalone Our audit involves performing procedures to disposition of the company's assets that act where applicable and the details have Financial Statements of the Company for the obtain audit evidence about the adequacy of could have a material effect on the been disclosed in the notes to the financial year ended on that date. the internal financial controls system over financial statements. statements, as required by the applicable Management’s Responsibility for Internal financial reporting and their operating Inherent Limitations of Internal Financial effectiveness. Our audit of internal financial accounting standards. Financial Controls Controls Over Financial Reporting The Company’s management is responsible for controls over financial reporting included Because of the inherent limitations of internal (xiv)According to the information and establishing and maintaining internal financial obtaining an understanding of internal financial controls over financial reporting, explanations give to us and based on controls based on the internal control over financial controls over financial reporting, including the possibility of collusion or examination of records of the Company financial reporting criteria established by the assessing the risk that a material weakness improper management override of controls, exists, and testing and evaluating the design provided to us, during the current financial Company considering the essential material misstatements due to error or fraud components of internal control stated in the and operating effectiveness of internal control may occur and not be detected. Also, year the Company has made preferential Guidance Note on Audit of Internal Financial based on the assessed risk. The procedures projections of any evaluation of the internal allotment / private placement of fully paid Controls over Financial Reporting issued by the selected depend on the auditor’s judgment, financial controls over financial reporting to equity shares and the fund so raised have Institute of Chartered Accountants of India including the assessment of the risks of future periods are subject to the risk that the been used for the purposes for which they (‘ICAI’). These responsibilities include the material misstatement of the financial internal financial control over financial statements, whether due to fraud or error. were raised. design, implementation and maintenance of reporting may become inadequate because of adequate internal financial controls that were We believe that the audit evidence we have changes in conditions, or that the degree of (xv) According to the information and operating effectively for ensuring the orderly obtained is sufficient and appropriate to compliance with the policies or procedures explanations given to us, the Company has and efficient conduct of its business, including provide a basis for our audit opinion on the may deteriorate. adherence to Company’s policies, the Company’s internal financial controls system not entered into non-cash transactions Opinion safeguarding of its assets, the prevention and over financial reporting. with directors or persons connected with In our opinion, the Company has, in all material detection of frauds and errors, the accuracy and him. Accordingly, paragraph 3(xv) of the Meaning of Internal Financial Controls over respects, an adequate internal financial completeness of the accounting records, and Financial Reporting controls system over financial reporting and Order is not applicable. the timely preparation of reliable financial A company's internal financial control over such internal financial controls over financial information, as required under the Companies (xvi)The Company is not required to be financial reporting is a process designed to reporting were operating effectively as at Act, 2013. registered under section 45-IA of the provide reasonable assurance regarding the March 31, 2017, based on the internal control Reserve Bank of India Act 1934. Auditors’ Responsibility reliability of financial reporting and the over financial reporting criteria established by Our responsibility is to express an opinion on preparation of financial statements for external the Company considering the essential FOR G. K. CHOKSI & CO. the Company's internal financial controls over purposes in accordance with generally components of internal control stated in the [Firm Registration No. 101895W] financial reporting based on our audit. We accepted accounting principles. A company's Guidance Note on Audit of Internal Financial Chartered Accountants conducted our audit in accordance with the internal financial control over financial Controls Over Financial Reporting issued by the Guidance Note on Audit of Internal Financial reporting includes those policies and Institute of Chartered Accountants of India. Controls over Financial Reporting (the procedures that Shaunak V. Muzumdar “Guidance Note”) and the Standards on (1) pertain to the maintenance of records FOR G. K. CHOKSI & CO. June 28, 2017 Partner Auditing, issued by ICAI and deemed to be that, in reasonable detail, accurately and [Firm Registration No. 101895W] Ahmedabad Mem. No. 37571 prescribed under section 143(10) of the fairly reflect the transactions and Chartered Accountants Companies Act, 2013, to the extent applicable dispositions of the assets of the company; to an audit of internal financial controls, both Shaunak V. Muzumdar (2) provide reasonable assurance that applicable to an audit of Internal Financial June 28, 2017 Partner transactions are recorded as necessary to Ahmedabad Mem. No. 37571
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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017 (` in Million)
(` in Million) Particulars March 31, 2017 March 31, 2016
Particulars March 31, 2017 March 31, 2016 C. Cash flow from financing activities Proceed from issue of shares including premium 3.78 5.46 A. Cash flow from operating activities Proceed from share application money pending for allotment 2.73 0.00 Profit/(Loss) for the year before taxation 546.27 394.72 Redemption of shares including Premium (15.60) 0.00 Adjustments for: Procurement / (Repayment) of long/ short term borrowings 1008.26 1268.16 Depreciation and amortization (net) 161.05 106.28 Interest paid (102.06) (44.83) Prior period adjustment 0.06 0.00 Dividend Paid (0.45) (0.21) Provision for Bad & Doubtful Debts 3.80 0.00 Net cash flow from financial activities [C] 896.66 1228.58 Bad debts 0.00 0.30 Net Increase/(Decrease) in cash and cash equivalents [A+B+C] 33.18 (178.69) Gain on Investment 0.00 (0.75) Deferred Capital subsidy (5.61) 0.00 Cash and cash equivalents opening 82.64 261.33 Interest subsidy (10.89) 0.00 Cash and cash equivalents closing 115.82 82.64 Profit from LLP (4.55) 0.00 Components of Cash and cash Equivalents (Profit) / Loss on sale of Fixed Assets (2.34) 0.43 Balances with Banks 99.94 73.41 (Including Fixed Deposits with Maturity less than three months) Dividend Income (0.19) (1.90) Interest Income (25.38) (13.93) Cash in hand 15.88 9.23 Interest Expenses 95.69 63.23 115.82 82.64 Operating profit before working capital changes 757.91 548.38 Explanatory Notes to Cash Flow Statement Changes in Working Capital : 1. The Cash Flow Statement is prepared by made from the net profit for deriving the Adjustments for (Increase) / Decrease in Operating Assets using indirect method in accordance with cash flow from operating activities. In part Long Term Loans & Advances (93.87) (134.87) the format prescribed by Accounting Other Non-current Assets (1.25) 1.57 B & part C, figures in brackets indicates Inventories (2.21) (22.05) Standard 3 as prescribed by the Institute of cash out flows. Trade and other receivables (73.82) (106.48) Chartered Accountants of India. 3. Figures of the previous year have been Short Term Loans & Advances (63.32) (61.12) 2. In Part A of the Cash Flow Statements, regrouped wherever necessary, to confirm Other Current Assets 33.12 (35.33) figures in brackets indicates deductions to current Period presentation. Adjustments for Increase / (Decrease) in Operating Liabilities Other non-current liabilities (7.02) (28.86)
Trade payables (59.01) (133.14) FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARD [FirmFOR G.Registration K. CHOKSI No. & 101895W] CO. Other Current liabilities 300.06 137.93 Chartered[Firm Registration Accountants No. 101895W] Chartered Accountants DR. VIKRAM I. SHAH SHYAMALSHYAMAL S. JOSHI S. JOSHI RAVI BHANDARIRAVI S. BHANDARI Provisions 13.55 5.45 Chairman & Managing Director DirectorDirector Chief ExecutiveChief Executive Officer Officer SHAUNAK V. MUZUMDAR DIN: 00011653 DIN: 00005766DIN: 00005766 46.23 (376.90) Partner Mem. No. 37571 Cash generated from operations 804.14 171.48 June 28, 2017 S L KOTHARI JAYESHJAYESH R. PATEL R. PATEL June 28,June 2017 28, 2017 Direct taxes Refund/(paid) (106.50) (100.85) Ahmedabad Chief Financial Officer CompanyCompany Secretary Secretary AhmedabadAhmedabad Net cash from operating activities [A] 697.64 70.63 B. Cash flow from investing activities (Purchase) / Sale of Investments (Including adjustment on accounts of Merger) (1581.01) (1499.49) (Purchase) / Sale of Investments (4.43) 0.75 Profit from LLP 4.55 0.00 Dividend received 0.19 1.90 Interest received 19.58 18.94 Net cash used in investing activities [B] (1561.12) (1477.90)
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70 71 NOTES FORMING PART OF ACCOUNTS 1. Significant Accounting Policies attributable cost of bringing the (e) Depreciation and Amortization investments are stated at the lower of (a) Basis of Preparation of Financial assets to its working condition for its Depreciation on Tangible Fixed Assets is cost and fair value. Long term Statements intended use. provided on the straight line method investments are stated at cost price. Provision for diminution in the value of (I) The financial statements of the Intangible assets are recognized at based on the useful lives as specified in Long Term Investment is made only if, company have been prepared and the consideration paid for Part C of Schedule II to the Companies such decline is not temporary in nature presented in accordance with the acquisition of such assets are Act, 2013 read with the relevant in the opinion of the Management. generally accepted accounting carried at cost less accumulated notification issued by the Department of principle under the historical cost amortization and accumulated Company affairs, except depreciation in (g) Inventories convention on an accrual basis. impairment loss, if any. respect of below mentioned asset is (I) The inventories of all medicines, These financial statements have (ii) Capital Work In Progress provided on straight line method over Medicare items traded and dealt been prepared as going concern Projects under which tangible fixed the useful lives estimated by the with by the Company are valued at and comply, in all material respects, assets are not yet ready for their management. The management cost or net realizable value with the Accounting Standards as intended use are carried at cost, estimates useful life for such assets as whichever is lower. Cost is after prescribed under section 133 of the comprising direct cost, related under. adjusting Value Added Tax wherever Companies Act, 2013 read with Rule incidental expenses and attributable Hospital Building (*) : 30 Years applicable applying the FIFO 7 of Companies (Accounts) Rules, interest. (*) For this class of assets based on Method. 2014. (iii) Impairment of Assets internal assessments and technical (ii) Materials and consumables and (ii) The accounting policies adopted in An assessment is done to determine evaluation carried out by the general stores are charged to the the preparation of the financial whether there is any indication of management, it believes that useful life Statement of Profit and Loss as and statements are consistent with impairment. An asset is treated as as given above best represents the when they are procured and stock of those of previous year. impaired when its carrying cost period over which management expects such items at year-end is valued at b) Use of estimates exceeds its recoverable value. An to use this assets. Hence the useful life cost. impairment loss is charged to the for this asset is different from useful life The Preparation of the financial (h) Revenue Recognition Statement of Profit and Loss in the as prescribed under Part C of schedule II statements in conformity with Indian (i) Income from Healthcare Services is year in which an asset is identified to the Companies Act 2013. GAAP requires the Management to make as impaired. The impairment loss recognised based on completed Intangible assets are amortised over certain estimates and assumptions. The recognized in prior accounting service method. Income from their respective individual estimated Management believes that the periods is reversed if there has been Healthcare Services in respect of estimates used in preparation of the a change in the estimate of useful lives on a straight line basis, Indoor/ Outdoor patients as at financial statements are prudent and recoverable amount. commencing from the date the assets is Balance Sheet date is recognised on available to the company for its use. The reasonable. These estimates and The company has adopted the proportionate basis to the extent of management estimates useful life for assumptions affect the reported policy of carrying out impairment services rendered. intangible asset comprising of computer amount of assets and liabilities on the test once in the span of every three (ii) Pharmacy Sales are recognised net date of the financial statements and the financial years. software as follows: of returns and discounts, on transfer reported amount of revenues and (d) Borrowing Costs Computer Software: Over a period of of significant risks and rewards of expenses during the reporting period. three years Borrowing cost including interest, ownership to the buyer, which Difference between the actual result guarantee fees commitment charges Depreciation on assets acquired / generally coincides with the and estimates are recognized in the etc., that is directly attributable to the disposed off during the year is provided delivery of goods to the customers. period in which the results are known / acquisition, construction or production on pro-rata basis with reference to the Sales are adjusted for Value Added materialized. of a qualifying asset is capitalized as part date of addition/disposal. Tax wherever applicable. (c) Fixed Assets of the cost of that asset up to period the Goodwill on merger / amalgamation is (I) Transactions in Foreign Currency (I) Tangible and Intangible Assets project is commissioned or asset is put charged to statement of profit and loss (i) Initial Recognition Tangible Fixed Assets are stated at to use. The borrowing cost incurred on in the year in which the same is Transactions denominated in the cost of acquisition or common funds borrowed generally and generated. foreign currencies entered into by construction less accumulated used for the purpose of obtaining a (f) Investment the Company are normally recorded depreciation and impairment qualifying asset, is apportioned on Investments are classified into current at the exchange rates prevailing on losses, if any. The cost comprises of rational basis, the remaining borrowing and long term investments. Current the date of transaction or at monthly purchase price and any other cost is charged to the revenue.
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72 73 average exchange rate prevailing at Insurance Corporation of India, a Deferred tax assets are recognised liabilities are not recognized but are the time of the transaction. funded defined benefit plan for on unabsorbed depreciation and disclosed in the notes. Contingent (ii) Measurement at the Balance Sheet qualifying employees. The carry forward of losses based on assets are neither recognized nor date Scheme provides for lump sum virtual certainty that sufficient disclosed in the financial statements. Monetary items denominated in payment to vested employees at future taxable income will be (o) Cash and Cash Equivalents (for the foreign currency at year end date retirement, death while in available against which such purpose of Cash Flow Statements) are restated at exchange rate employment or on termination deferred tax assets can be realised. Cash comprises cash on hand and prevailing on that date. of employment of an amount Deferred tax on timing differences demand deposits with banks. Cash equivalent to 15 days salary other than those referred above is (iii) Treatment of exchange differences equivalents are short-term balance payable for each completed year recognised and carried forward only (with an original maturity of three Any income or expense on account of service, or part thereof in to the extent that there is of exchange difference either on months or less from the date of excess of six months. Vesting reasonable certainty that sufficient acquisition), highly liquid investments settlement or restatement of occurs upon completion of five future taxable income will be monetary items is recognised as that are readily convertible into known years of service. available against which such assets amounts of cash and which are subject income / expenses in the statement • Leave Encashment Benefit can be realized. of profit and loss to insignificant risk of changes in value. Leave encashment are (l) Earnings Per Share (p) Cash Flow Statement (j) Retirement Benefits. accounted for based on actuarial In determining the earnings per share, (I) Defined Contribution Plan Cash flows are reported using the valuation by the actuaries. the Company considers the net profit indirect method, whereby profit / (loss) The Company has Defined (k) Taxation (after tax and extraordinary items) before tax is adjusted for the effects of Contribution Plan for its employees' (I) Current year tax is provided based attributable to equity shareholders and transactions of non – cash nature and retirement benefit comprising of on taxable income computed in includes post-tax effect of any any deferrals or accruals of past or provident fund and Employees accordance with the provisions of extraordinary items. The number of future cash receipts or payments. The Death Linked Insurance. The the Income-tax Act, 1961. shares used in computing the earnings cash flows from operating, investing company and eligible employees per share is the weighted average and financing activities of the Company make monthly contributions to such (ii) Minimum Alternate Tax (MAT) paid in number of shares outstanding during accordance with the tax laws, which are segregated based on available schemes equal to specified the period. For computing diluted information percentage of the covered gives future economic benefits in earnings per share, potential equity is employees' salary. the form of adjustment to future added to the above weighted average (q) Government Subsidy income tax liability, is considered as number of shares. (I) Subsidy available to the company on The company has no further an asset if there is convincing obligations to the above referred (m) Prior Period Items and Extra - Ordinary capital account is credited to “Deferred evidence that the Company will pay Government Subsidy” and an amount plans beyond its monthly normal income tax. Accordingly, Items contributions. equal to the depreciation on assets MAT is recognised as an asset in the Adjustments arising due to errors or created / acquired out of such subsidy is (ii) Defined Benefit Plan Balance Sheet when it is highly omission in the financial statements of transferred from “Deferred Government For Defined Benefit Plan the cost of probable that future economic earlier years are accounted under “Prior Subsidy” to Statement of Profit and Loss providing benefits is determined benefit associated with it will flow Period”. Items of Income & Expenditure, based on principles of deferred income using the Projected Unit Credit to the Company. which are not of recurring nature viz., stated in Accounting Standard 12 Method with actuarial valuation (iii) The Deferred Tax is recognised, damages due to floods, earth quakes “Accounting for Government Grants” i.e being carried out at each Balance subject to the consideration of etc. are disclosed as extra ordinary allocated to Statement of Profit and Sheet date. Actuarial Gains or prudence, on timing differences, items. Loss on a systematic and rational basis Losses are recognised in full in the being the difference between (n) Provisions, Contingent Liabilities and over the useful lives of the related Profit and Loss Account for the taxable incomes and accounting Contingent Assets assets. period in which they occur. income that originate in one period Provisions involving substantial degree (ii) Subsidy on Revenue account i.e Interest • Gratuity and are capable of reversal in one or of estimation in measurement are subsidy is carried to Statement of Profit The Company makes annual more subsequent period using the recognized when there is a present and Loss and adjusted against the contribution to the Employees' tax rates and laws that have been obligation as a result of past events and relevant Finance cost. Group Gratuity-cum-Life enacted or substantively enacted as it is probable that there will be an Assurance Scheme of the Life at the balance sheet date. outflow of resources. Contingent
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74 75 2. SHARE CAPITAL D) RECONCILIATION OF NUMBER OF SHARES (` in Million) Equity Shares (In Numbers) As at As at As at As at Particulars Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
A) AUTHORISED At the beginning of the year 8 73 54 932 3 49 41 972 11,12,50,000 (P.Y.9,92,50,000) Equity Shares of ` 10/- each 1112.50 992.50 Add: NIL (P.Y. 20,00,000) Convertible / Redeemable Preference Shares of ` 10/- each 0.00 20.00 Shares issued for Cash 54 000 0 1112.50 1012.50 Bonus Shares 0 5 24 12 960 B) ISSUED Exercise of Share Option under ESOS / ESOP 0 0 8,74,47,932 (P.Y. 8,73,54,932) Equity Shares of ` 10/- each 874.48 873.55 Shares issued in Business Combination 0 0 NIL (P.Y. 5,33,100) Convertible/Redeemable Preference Shares of ` 10/- each 0.00 5.33 8 74 08 932 8 73 54 932 874.48 878.88 Less: C) SUBSCRIBED AND FULLY PAIDUP Shares bought back / Redemption 0 0 Equity Shares At the end of the year 8 74 08 932 8 73 54 932 8,74,08,932 (P.Y. 8,73,54,932) Equity Shares of ` 10/- each fully paid up 874.09 873.55 Preference Shares Nil (P.Y.10,000) 5% Convertible / Redeemable Preference Shares of 0.00 0.10 Preference Shares ` 10/- each fully paid up issued at the premium of ` 10/- each (In Numbers)
Nil (P.Y.1,96,000) 5% Convertible / Redeemable Preference Shares of As at As at Particulars ` 10/- each fully paid up issued at the premium of ` 10/- each 0.00 1.96 March 31, 2017 March 31, 2016
Nil (P.Y.1,40,500) 5% Convertible / Redeemable Preference Shares of At the beginning of the year 5 33 100 4 30 100 ` 10/- each fully paid up issued at the premium of ` 15/- each 0.00 1.40 Add: Issued during the year 0 1 03 000 Nil (P.Y.83,600) 5% Convertible / Redeemable Preference Shares of Less: Redeemed / converted during the year ` 10/- each fully paid up issued at the premium of ` 20/- each 0.00 0.84 5 33 100 0 At the end of the year 0 5 33 100 Nil (P.Y.1,03,000) 5% Convertible / Redeemable Preference Shares of ` 10/- each fully paid up issued at the premium of ` 43/- each 0.00 1.03 Pursuant to resolution passed by board of directors in the meeting held on December 20, 2016, the company 0.00 5.33 has redemed all the above redemable preference shares having aggregate face value of `5.33 Million at a 874.09 878.88 premium of `10.27 Million out of accumulated profits.
Note : (i) The company has vide resolution passed by Board of Directors in the meeting held on March 26, 2016 E) RIGHTS, PREFERENCES AND RESTRICTIONS allotted 5,24,12,960 equity shares as bonus shares in the ratio of 3:2 on March 26, 2016. During the period of five financial years immediately preceeding the Balance Sheet date, the company has The Authorised Share Capital of the Company consists of Equity Shares having nominal value of not: `10/- each. The rights and privileges to equity shareholders are general in nature and allowed under (i) allotted any equity shares pursuant to any contract without payment being received in cash; except those Companies Act, 2013. issued upon business combination; and The equity shareholders shall have: (ii) bought back any equity shares. (i) a right to vote in shareholders’ meeting. On a show of hands, every member present in person shall have one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital of the Company; (ii) a right to receive dividend in proportion to the amount of capital paid up on the shares held. The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or other sums payable have not been paid on due date. In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to the paid up capital.
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76 77 F) DETAILS OF SHAREHOLDINGS 3. RESERVES AND SURPLUS
Shareholders holding more than 5% shares (` in Million) As at As at Number of equity shares % of holding Particulars Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Securities Premium Account Dr. Vikram I. Shah 5 20 62 625 5 20 62 625 59.56 59.60 Balance as per previous financial statements 0.00 6.48 Zodiac Mediquip Ltd. 3 19 39 348 3 15 61 048 36.11 36.56 Add : Additions during the year 3.24 4.43 Less: Utilised on issue of Bonus Shares (Refer Note below) 0.00 10.91 Number ofpreference shares % of holding Balance at the end of the year 3.24 0.00 Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Capital Redemption Reserve Balance as per previous financial statements Dr. Amish Kshatriya 0 40000 0.00 7.50 0.00 0.00 Add : Additions during the year Dr. Shrirang Deodhar 0 40000 0.00 7.50 5.33 0.00 Balance at the end of the year Dr. Ashish Sheth 0 40000 0.00 7.50 5.33 0.00 Surplus / (Deficit) in Statement of Profit & Loss Dr. Dhiraj Marothi 0 40000 0.00 7.50 Balance as per previous financial statements Dr. Kalpesh Shah 0 40000 0.00 7.50 1258.76 1475.44 Add : Profit for the year Dr. Bharat Gajjar 0 30000 0.00 5.63 680.86 296.85 Less: Capitalised by way of issue of bonus shares Zodiac Mediquip Limited 0 52 500 0.00 9.85 0.00 0.00 Less: Redemption of Preference shares 0.00 0.00 Less: Adjustment pursuant to Schedule-II to Companies Act, 2013 0.00 0.00 Balance available for appropriation 1939.62 1772.29 Less : Appropriations - Dividend to preference shareholders 0.19 0.26 G) In accordance with section 61(1) of the Companies Act, 2013 and in pursuance of special - Dividend distribution tax 0.04 0.05 resolution passed at the meeting of members of the company held on February 6, 2017 Issue of bonus shares (Refer Note (I) below) 0.00 513.22 authorised share capital of the company has been increased from `1012.50 Million to Transfer to Capital Redemption Reserve ( Refer note (ii) below ) 5.33 0.00 `1112.50 Million and further in accordance with section 13 of the Comapnies Act, 2013, and Premium on Redemption of Preference shares 10.27 0.00 special resolution passed by the members of the company in meeting held on February 6, 15.83 513.53 2017, the authorised capital of the company of `1112.50 Million divided into 10,92,50,000 equity shares of `10/- each and 20,00,000 preference shares of `10/- each has been Net Surplus / (Deficit) 1258.76 reclassified to `1112.50 Million divided into 11,12,50,000 equity shares of `10/- each. The 1923.79 1932.36 1258.76 new shares shall rank pari passu with the existing Equity Shares of the company in respect of dividend, voting rights etc. Note : (i) The Company has vide resolution passed by Board of Directors in the meeting held on March 26, 2016, allotted 5,24,12,960 shares as bonus shares in the ratio of 3:2 on March 26, 2016. (ii) In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon redemption of Preference Shares pursuant to resolution passed at the meeting held on December 20, 2016, transferred the amount equivalent to the face value of Preference Shares from the accumulated profits to Capital Redemption Reserve.
79 80
78 79 4. SHARE APPLICATION MONEY PENDING ALLOTMENT 6. LONG TERM BORROWINGS
(` in Million) (` in Million) Non-current portion Current maturities As at Particulars As at As at As at As at Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 March , 201731 March , 201631 Secured (Refer notes below) Share Application money received 2.73 0.00 Term Loans from Banks Less : HDFC Bank Limited Amount in excess of authorised share capital disclosed under the head 0.00 0.00 In Foreign Currency 131.19 417.51 23.31 101.87 "Other Current Liabilities" (Refer Note below) 2.73 0.00 In Indian Currency 630.62 497.43 105.49 0.00 Bank of Maharashtra 633.22 170.57 0.00 0.00 In pursuance of the resolution passed by the Board of Directors, the Company has issued further 39000 Equity Exim Bank 483.23 170.57 0.00 0.00 Shares of `10 each and are offered for subscription to Equity and in response to the same, the existing and Buyer`s Credit potential share holders have subscribed to Equity. The fresh equity shares shall carry the same rights as the In Foreign Currency existing ones. HDFC Bank Limited 305.65 253.58 32.67 0.00 Exim Bank 166.31 0.00 0.00 0.00 Further, the other disclosures are as under: Vehicle Loans HDFC Bank Limited 0.35 1.08 0.72 1.72 1 Number of Shares Proposed to be Issued: 39000 ICICI Bank Limited 0.95 0.48 0.77 0.23 2 Amount of Premium: 60 Daimler Financial Services 3 Period before which shares shall be allotted 60 days from the date of payment India Private Limited. 3.02 0.00 1.45 0.00 4 The company has sufficient authorised share capital to cover the share capital amount on allotment of shares out 2 354.54 1 511.22 164.41 103.82 of share application money Unsecured (Refer note 39) Barclays bank 0.00 499.50 0.00 0.00 From NBFC 0.00 0.00 0.00 0.00 Barclays Investment & Loans (India) Ltd. 499.50 0.00 0.00 0.00 5. DEFERRED GOVERNMENT SUBSIDY 499.50 499.50 0.00 0.00 (` in Million) 2 854.04 2 010.72 164.41 103.82 As at Particulars Less: March 31, 2017 March 31, 2016 Amount disclosed under the head "Other Current Liabilities" 0.00 0.00 164.41 103.82 Deferred Government Subsidy [refer note below] 100.00 0.00 Total : 2 854.04 2 010.72 0.00 0.00 Less: Deferred income recognized in Statement of Profit & Loss (5.61) 0.00 Closing Balance 94.39 0.00 Note : Currency Swap The Company, having established Super Speciliatiy Hospital at Indore and Jabalpur both in the State of Madhya Pursuant to agreements dated August 21, 2014 and March 12 , 2015 executed between the company and HDFC Pradesh, becomes eligible for one time incentive towards development of Healthcare sector in terms of "The Bank Limited, the term loan availed by the company in Indian Currency, in respect of capex at S.G Highway, Healthcare Investment Policy 2012", Department of Public Health & Family Welfare, Government of Madhya Bopal & Jabalpur units, have been converted into Foreign Currency Loans. During the current financial year, in Pradesh. The incentive is based on capital investment and therefore is recognised in the form of capital pursuance of agreement dated March 23, 2017 executed between the company & HDFC bank limited the swap subsidy, limited to `50 Million for each of the above referred two Hospitals, aggregating to `100 Million during agreements executed on August 21, 2014 and March 12, 2015 in respect of S.G Highway & Bopal Units have the current financials year. The same, being available against the entire capital investment, has been been unwinded and accordingly, the term loans in respect of S.G Highway & Bopal units, have been recognised and classified in accordance with Significant Accounting Policy referred at note 1(q) to the financial reconverted into indian currency. statements. Purpose of Secured Loans The above term loans have been availed by the company for the purpose of reimbursement of Capex incurred by hospitals at S. G. Highway and Bopal and for the purpose of Capex at its hospital at Jabalpur, Jaipur, Naroda, Indore and Mohali. 81 82
80 81 82
83 Principal Terms and Conditions of Long Term Borrowings as at March 31, 2017 Secured (i) Term loans
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Unit Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 HDFC Bank S.G. Highway 115.42 1 Year MCLR Loans are repayable Prepayment charges: NIL- (i) Equitable Mortgage of existing SBICAP Limited (8.15%) + in 57 equal monthly in case of prepayment out hospital situated at Survey no Trustee on 2.00% = installments of intrenal accruals / loan 976, TP scheme no 6, plot no - behalf of 10.15% [w.e.f commencing from from group company / sale 118, Opp. Karnavati Club, S G HDFC Bank Feb-15-2017] January, 2015. of shares / infusion of new Highway, Ahmedabad - Limited capital. In case of 380005 with total land area prepayment from admeasuring 6880 sqmtr and borrowings from Bank/ total constructed building area Financial institutions: 2% of 12053.56 sqmtrs. for first 2 years, 1% for (ii)Exclusive First charge on entire period of 2 years after movable and immovable initial 2 years, Nil assets. thereafter. Security for letter of credit Penalty: At 2% p.a. in addition to interest rates , (i) 100% by way of fixed deposit for all overdues / delays of under lien with HDFC Bank or any monies payable lien on approved debt mutual (principal as well as fund scheme interest).
2 HDFC Bank Bopal 108.52 1 Year MCLR Loans are repayable Prepayment charges: NIL-in (i) Equitable Mortgage of existing SBICAP Limited (8.15%) + in 50 equal monthly case of prepayment out of Shalby hospital situated at Trustee on 2.00% = installments intrenal accruals / loan Survey no976, TP scheme no 6, behalf of 10.15% [ w.e.f commencing from from group company / sale plot no - 118, Opp. Karnavati HDFC Bank Feb-15-2017] August, 2014. of shares / infusion of new Club, S G Highway,Ahmedabad Limited capital. In case of – 380005. prepayment from borrowings from Bank/ Financial institutions: 2% for first 2 years, 1% for period of 2 years after initial 2 years, Nil thereafter. Penalty: At 2% p.a. in addition to interest rates , for all overdues / delays of any monies payable (principal as well as interest).
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Unit Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
3 HDFC Bank Jabalpur, 245.55 1 Year MCLR Loans are repayable Within 30 days of interest i) Exclusive charge by way of SBICAP Limited S.G. Highway (8.15%) + in 20 equal reset date, the Company Equitable Mortgage of Trustee on 1.80% = quarterly has the option to prepay existing hospital situated at behalf of 9.95% [w.e.f installments the amount of principal Survey no 976, TP scheme no HDFC Bank Feb-15-2017] commencing from outstanding against the 6, plot no - 118, Opp. Limited February, 2017. facility, in part or in full Karnavati Club, S G without any prepayment Highway,Ahmedabad - penalty. Prepayment on 380005 with total land area any other dates, other than admeasuring 6880 sqmtr and mandatory prepayment total constructed building event, shall be subject to a area of 12053.56 sqmtrs. prepayment penalty of 2% (ii) Exclusive charge by way of of the principal amount hypothecation of all movable being prepaid for the assets including plant and residual maturity of the machinery, machinery spares, facility. However, if medical equipment prepayment is made by the (excluding those borrower from fresh equity hypothecated to equipment or internal accruals, no financiers), tools and prepayment penalty shall accessories, furniture, be payable. Should the fixtures, vehicles and all other Company choose to movable assets, present and future of hospitals at S.G. exercise the prepayment Highway & Jabalpur. option, the lender(s) must be intimated in writing at (iii)Personal guarantee of Director least 15 working days Dr. Vikram I. Shah to the extent before the date of of value of land owned by him exercising of the and mortgaged under prepayment option. In case Security. of part prepayments, such (iv) Second paripassu charge on prepayment shall be the entire current assets, applied proportionately on operating cash flows, the balance repayments receivables, commissions, pertaining to the facility. revenues of whatsoever nature and wherever arising Penalty: Default interest of present and future, uncalled 2% p.a. over and above the capital (if any), present and applicable Interest Rate till future of the Borrower. First such time such default / paripassu charge on the non compliance is cured to current assets shall be with the Lender`s satisfaction. the working capital lenders. (v) Exclusive charge by way of equitable mortgage of the land and building pertaining
84 to the proposed hospital of Jabalpur. 83 84
85 Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Unit Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
4 HDFC Bank Jaipur, 421.12 1 Year MCLR Loans are repayable Within 45 days of interest (i) First paripassu charge by way SBICAP Limited Indore, (8.15%) + in 24 equal reset date, the Company of equitable mortgage over Trustee on Naroda 1.80% = quarterly has the option to prepay land & building pertaining to behalf of 9.95% [w.e.f installments the amount of principal hospital at Jaipur and Indore. HDFC Bank Feb-15-2017] commencing from outstanding against the (ii) First paripassu charge by way Limited, Exim June, 2019. facility, in part or in full of equitable mortgage over Bank and 5 Bank of 633.22 HDFC's Base without any prepayment land and building pertaining Bank of Maharashtra Rate (9.25%) + penalty. Prepayment on to hospital at Naroda. Maharashtra 1.10% = any other dates, other than 10.35% [ w.e.f mandatory prepayment (iii) First ranking Security by way Feb-23-2017] event, shall be subject to a of hypothecation of all the prepayment penalty of 2% present and future tangible of the principal amount movable assets including 6 EXIM Bank 483.23 HDFC's Base being prepaid for the plant and machinery spares, Rate (9.25%) residual maturity of the medical equipment +1.25% = facility. However, if (excluding those 10.50% prepayment is made by the hypothecated to equipment Company from fresh equity financiers), tools and or internal accruals, no accessories, furniture, prepayment penalty shall fixtures, vehicles and all other be payable. Should the movable assets, present and Company choose to future of hospitals at Jaipur, exercise the prepayment Indore and Naroda. option, the lender(s) must (iv) Pe rs o n a l g u a ra n t e e of be intimated in writing at Director Dr. Vikram I. Shah to least 15 working days the extent of 50 % of Naroda before the date of Land offered under security. exercising of the prepayment option. In case (v) Second ranking security by of part prepayments, such way of hypothecation on the prepayment shall be entire current asset, operating applied proportionately on cash flows, receivables, the balance repayments commissions, revenues of pertaining to the facility. what so ever nature and wherever arising, present and Penalty: Default interest of future uncalled capital (if any) 2% p.a. over and above the present and future, of the applicable interest Rate till company . such time such default / non-compliance is cured to the Lender's satisfaction.
(ii) Buyer's Credit
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 HDFC Bank Limited 338.321 Ranges The buyer's credit is Not Applicable Security as specified for Sr. No. HDFC Bank between 6M for the tenor of 180 1,3, and 4 Limited LIBOR + 15 days and the BPS to 6M Company is eligible LIBOR + 175 for rollover BPS thereafter subject to a maximum tenor of upto 3 years from the date of first drawdown.
2 EXIM Bank 166.312 Ranges The buyer's credit is Not Applicable Security as specified for Sr. No. EXIM Bank between 6M for the tenor of 180 1,3, and 4 LIBOR + 15 days and the BPS to 6M Company is eligible LIBOR + 175 for rollover BPS thereafter subject to a maximum tenor of upto 3 years from the date of first drawdown.
1 HDFC :- The value in INR has been arrived at based on the exchange rate on 31st March, 2017. Accordingly, on 31st March, 2017, Outstanding USD were 42,00,321.57 and exchange rate was 1 USD equal to 64.8386 INR and Outstanding EURO were 9,52,832.78 and exchange rate was 1 EURO equal to 69.2476 INR. 2 EXIM :- The value in INR has been arrived at based on the exchange rate on 31st March, 2017. Accordingly, on 31st March, 2017, Outstanding USD were 25,65,000 and exchange rate was 1 USD equal to 64.8386 INR. 86 85 86
87 (iii) Vehicle loans
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Vehicle Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 HDFC Bank Limited Mercedez 0.37 10.25% Loans are repayable The Company may, prepay The Company hypothecates to HDFC Bank Benz in 60 equal monthly the whole or any part of the and charges in favor of the Bank Limited installments outstanding of respective by way of first and exclusive commencing from Loans (including interest, charge of the Vehicle as security July, 2012. other dues, fees and for the repayment/payment by charges herein) by giving a the company of the loan granted notice in writing to that or to be granted to the company 2 HDFC Bank Limited Mahindra 0.47 9.75% Loans are repayable effect. The Company would by the Bank together with all fees, Bolero in 36 equal monthly have to give minimum interest, costs and expenses installments written notice of 30 days incurred/to be incurred by the commencing from expressing his intention to Bank and all other monies March, 2016. prepay the loan amount, payable or to become payable by unlessthe same is waived the company to the Bank. in writing by the bank. The Loans are repayable 3 HDFC Bank Limited Maruti 0.23 9.45% prepayment shall take in 36 equal monthly Eeco effect only when the actual installments payment is received by the commencing from bank and interest and other March, 2016. charges would be leviable till the end of the month in which prepayment is actually effected. In such an event the Bank will levy prepayment charges as mentioned in the schedule or any rate which is applicable at that time as per Bank`s policy on the dues outstanding. Prepayment charges: No foreclosure allowed within 6 months from the date of availing car loan. 6% of principal outstanding for preclosures within 1 year from 7th EMI. 5% of principal Outstanding for preclosures within 13-24 months from 1st EMI. 3% of principal Outstanding for preclosures post 24 months from 1st EMI.
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Vehicle Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
4 ICICI Bank Limited Force 1.24 9.69% Loans are repayable Prepayment charges: The The Company hypothecates to ICICI Bank Ambulance in 36 equal monthly lessor of the following two and charges in favor of the Bank Limited installments options plus applicable by way of first and exclusive commencing from taxes: (a) 4% of the charge of the Vehicle as security February, 2016. outstanding amount of the for the repayment/payment by facility, or any other rate as the company of the loan granted stipulated by ICICI Bank or to be granted to the company 5 ICICI Bank Limited Force 0.48 10.00% from time to time. OR (b) by the Bank together with all fees, Ambulance The total interest amount interest, costs and expenses outstanding as on the date incurred/to be incurred by the of prepayment. Bank and all other monies payable or to become payable by the company to the Bank. First and exclusive charge of the Daimler 6 Daimler Financial Mercedez 4.47 8.76% Loans are repayable Prepayment Charges: NA in 36 equal monthly Vehicle Financial Services India Benz installments Penalty: 5% per annum Services Private Limited commencing from plus applicable taxes or India Private February, 2017. statutory levies, if any Limited
Unsecured Loan Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 Barclays Investment & 499.50 8.95% Loan is repayable A prepayment of 1% will Not Applicable -- Loans (India) Ltd. within a maximum be charged on any amount period of 2 years prepaid. Additionally, (reviewed annually) company agreed that loan subject to lender’s breakage costs and right to terminate the expenses, if applicable and facility and demand as determined by lender, repayment at any will be payable at the time time, unless and in respect of the otherwise agreed by amount prepaid. them.
Penalty: 2% as per lending terms and finance. 88 87
Principal Terms & Conditions of Short Term Borrowing as on March 31, 2017 11 TRADE PAYABLES (` in Million) (a) Secured As at Outstanding as at Particulars Name of Lender March 31, 2017 Rate of Interest Repayment Term Security (` in Million) March 31, 2017 March 31, 2016
Kotak Mahindra Bank 43.55 10.00% 12 months (i) Secured by first pari-passu For Goods and Services hypothecation charge to be Related Party 124.18 11.12 shared with HDFC Bank Limited on all existing and (Refer note 43) future current assets of Bopal Others 264.54 436.61 Unit. (ii) First and exclusive mortgage 388.72 447.73 charge on immovable properties being land and building of Krishna Shalby Hospital situated at 319, Green city, Ghuma, Bopal, Ahmedabad belonging to the company. 12 OTHER CURRENT LIABILITIES (` in Million) (i) Re-schedulement / Prepayment Terms - Not Applicable As at (ii) Penalty - Amount unpaid on due date shall attract interest at 2% per month compounded monthly. Particulars March 31, 2017 March 31, 2016
Current Maturities YES Bank Limited 36.17 11.00% N.A Exclusive charge on all current assets and fixed assets of Mohali Long Term Debt 164.41 103.82 unit (both present and future). Unconditional and irrovacable Lease hold Land Premium 15.57 28.86 personal guarantee of Mr. Akhil Payable for Fixed assets 346.33 81.66 Bhargava and Ms. Manjari Bhargava to remain valid during Interest Accrued but not due 14.85 21.22 the tenor of the credit facilities. Deposits 2.10 1.77 (i) Re-schedulement / Prepayment Terms and Related Penalty - Not Applicable Book Overdraft 3.10 0.03 Retention money 20.18 11.66 Advances from Patients / corporates 28.87 5.53 (b) Unsecured Consideration payable 0.00 38.83 Outstanding as at Other Payables Name of Lender March 31, 2017 Rate of Interest Repayment Term Security (` in Million) Statutory dues 30.58 25.21 Employees 13.06 25.97 HDFC Bank Limited 150.00 8.50% 6 months Not Applicable (Bullet Others 0.00 0.76 repayment at 639.05 345.32 the end of tenor)
(i) Re-schedulement - Not Applicabe 13 SHORT TERM PROVISIONS (ii) Prepayment Terms - Nil prepayment charges after 3 months from the date of disbursement, if paid (` in Million) from IPO proceeds/ Equity/ Internal accruals. As at (iii) Penalty - 3% p.a. in addition to interest rates, for all overdues/delays of any monies payable (principal Particulars March 31, 2017 March 31, 2016 as well as interest). Employee Benefits Privileged / Earned Leave 2.48 1.31 Gratuity 4.99 0.00 Others Dividend 0.00 0.26 7.47 1.57
91 92
90 91 3.51 1.28 35.39 23.00 19.71 78.12 31.44 310.18 580.30 756.04 146.27 1 105.00 ( ` in Million) ( ` in Million) 1.61 Net Book Value Net Book Value 0.00 156.87 70.35 709.65 52.79 32.31 18.86 1.14 51.33 18.56 46.05 18.56 72.71 77.43 26.73 44.70 149.07 1 067.98 535.03 837.99 105.43 146.83 / Up to As at As at below) (i) below) (i), (ii) & (iii) Adjustment / Up to As at As at during the year Note (Refer For theFor (Deletions) For the For (i) below) Note (Refer Depreciation / Amortisation Depreciation / Amortisation of merger ` of merger Note (Refer during the year ( ` in Million) As at 0.00 0.02 0.00 0.00 0.00 0.00 0.00 ( ` in Million) 46.05 0.00 20.20 4.10 96.25 0.00 10.90 ( 1.72) 47.77 0.00 5.02 0.00 18.72 0.00 0.14 0.00 43.24 0.00 8.09 0.00 36.65 0.00 9.39 0.01 64.47 0.00 8.24 0.00 23.54 0.00 4.91 ( 1.72) 108.53 0.00 40.56 ( 0.02) 486.91 0.00 66.53 ( 18.41) As at 2.21 ( ` in Million) As at Up to Adjustment 85.10 20.00 69.89 64.61 71.43 156.87 780.00 252.26 150.14 1 217.05 1 373.02 0.01 Million disclosed at Adjustment column under the head "Depreciation / Amortisation", / "Depreciation head the under column Adjustment at disclosed Million ` 0.01 7.54 153.31 ` Adjustment Capatilised 31/03/2017 (Deletions) / (Deletions) / (iii) below) (Refer Note (Refer Adjustment Capatilised 31/03/2017 (Deletions) / Gross Block at Cost Gross Block at Cost Regrouped to Gross Block Depreciation of merger Plant & Machinery and FixturesFurnitures 0.08 Leasehold Land of merger year during the year of merger year during the year As at Additions 0.06 1.00 1.21 0.00 2.27 0.06 0.00 0.00 0.00 0.06 01/04/2016 As at Adjustment Additions 20.58 0.00 0.96 0.00 21.54 17.07 0.00 2.81 0.05 19.93 1.61 3.51 As at Adjustment Additions 20.58 0.00 0.96 0.00 21.54 17.07 0.00 2.81 0.05 19.93 83.16 0.00 1.94 0.00 20.00 0.00 0.00 0.00 54.98 0.00 18.38 ( 1.93) As at Adjustment Additions Adjustment / As at Up to Adjustment 66.24 0.00 3.65 0.00 626.35 0.00 0.34 153.31 904.66 167.78 756.09 0.15 1 010.61 817.77 311.68 0.47 0.00 293.12 20.58 308.58 0.39 1.21 293.12 17.07 3.51 310.18 0.00 0.00 ( 153.31) 1 213.53 0.00 11.06 ( 7.54) 4 058.86 0.00 204.86 ( 23.35) 4 240.37 972.13 0.00 173.98 ( 17.76) 1 128.35 3 112.02 3 086.73 ` The sum of 1.21 Million being the value of 'software under development' included under the head 'project under under development' has been now The company had applied for registration of nine trademarks to Controller General of Patents Design and Department Trademarks, of Industrial Policy & Particulars 01/04/2016 on account Particulars related to earlier financial years, has been carried to Statement of Profit & Loss under the head "Prior Period Adjsutment". Period "Prior head the under Loss & Profit of Statement to carried been has years, financial earlier to related during the carried year end the Further accordingly same the to in amortisation "Capital Progress". of Work such Leasehold Land amounting aggregate to 4.10 Million related to earlier financial year disclosed at Adjustment column under the head "Depreciation / Amortisation" has also been capitalised during capitalised been also has Amortisation" / "Depreciation head the under column Adjustment at disclosed year financial earlier to related Million ` 4.10 the year. the since related to earlier financial years, has been carried to Statement of Profit & Loss under the head "Prior Period Adjsutment". Period "Prior head the under Loss & Profit of Statement to carried been has years, financial earlier to related since Freehold Leasehold Building and Printers Computers Initial Grouped as Land Freehold Softwares Total : Total Previous Year : Previous Year Description of Assets 01/04/2016 on account during the Adjustment 31/03/2017 31/03/2016 on account year Adjustment 31/03/2017 31/03/2017 31/03/2016 Land Buildings Medical Equipments & Surgical Instruments 1 242.95 0.00 151.49 ( 21.42) Plant and Machinery 242.52 0.00 2.20 7.54 Electric Installation Air Conditioners Office Equipments Computers and Printers 56.36 0.00 8.33 ( 0.08) Furnitures and FixturesFurnitures 142.59 0.00 7.47 0.08 Vehicles Total : Total Previous Year : Previous Year 2 270.52 531.89 1 257.30 ( 0.85) 4 058.86 830.13 23.72 118.35 ( 0.07) 972.13 3 086.73 Description of Assets 01/04/2016 on account during the (Deletions) 31/03/2017 31/03/2016 on account year (Deletions) 31/03/2017 31/03/2017 31/03/2016 (i)to amounting aggregates since Software Amortisation", on / depreciation "Depreciation The head the under column Adjustment at disclosed Million 0.05 Project Under DevelopmentProject 817.77 0.00 1 406.86 ( 9.18) ( 1.05) 2 214.40 Previous Year : Previous Year Trademark (Refer Note below) (Refer Trademark 0.06 0.00 0.00 0.00 0.06 Computer Software (ERP) 0.00 1.00 1.21 Total : Total Previous Year Previous (i) capitalised been to has amounting year aggregate financial units current Indore the & for Surat Million Jaipur, 15.74 of Land Leasehold of amortisation The (ii)to amounting aggregates net assets certain on depreciation The (iii) The gross block & corrosponding depreciation if any charged in earlier years in respect of following assets have been regrouped during current financial year. financial current during regrouped been have assets following of respect in years earlier in charged any if (iii) depreciation corrosponding & block gross The transferred to "Intengible Asset Under Development" through deduction / adjustment coloum above. coloum adjustment / deduction through Development" Under Asset "Intengible to transferred Promotion during the period from March 2011 to July 2014, against which either the Department has objected or third parties have opposed for Registration. The Registration. for opposed have parties third or objected has Department the either which against 2014, July to 2011 March from period the during Promotion Company, through it’s legal counsel, has submitted the requisite replies. Pending final registration, the amounts paid towards the same are shown as Intangible assets assets Intangible as shown are same the towards paid amounts the registration, final Pending replies. requisite the submitted has counsel, legal it’s through Company, under Development. under Note : above. 16 note Refer (*) Note : 16 CAPITAL WORK IN PROGRESS 17 INTANGIBLE ASSET UNDER DEVELOPMENT 15 INTANGIBLE ASSETS 14 TANGIBLE ASSETS
93 94
92 93 18 NON CURRENT INVESTMENTS 20 OTHER NON CURRENT ASSETS (` in Million) (Unsecured, Considered good, unless otherwise stated) (` in Million) As at As at Particulars March 31, 2017 March 31, 2016 Particulars March 31, 2017 March 31, 2016
In Equity Instruments (Unquoted, Trade) Other Bank balances Wholly owned Subsidiaries Fixed deposits (with maturity for more than 12 months) 2.70 1.45 Shalby (Kenya) Ltd. 0.06 0.06 Accrued Interest on Fixed deposits 0.04 0.16 [100 (P.Y. 100) equity shares of KES 1000 each fully paid up held by 2.74 1.61 the company along with its nominee] The above fixed deposits with banks are held as margin money against bank guarantee. Shalby International Limited (Earlier known as Shalby Pune Limited) 0.50 0.50 [50,000 (P.Y. 50,000) equity shares of `10 each fully paid up] 21 CURRENT INVESTMENTS (` in Million) Other Subsidiaries Vrundavan Shalby Hospitals Ltd. 85.00 85.00 As at [99,000 (P.Y. 99,000) equity shares of `100 each fully paid up] Particulars March 31, 2017 March 31, 2016 Yogeshwar Healthcare Ltd. 6.96 6.96 [6,96,251 (P.Y. 6,96,251) equity shares of `10 each fully paid up] Additional capital with: Griffin Mediquip LLP 4.30 0.00 In Limited Liability Partnership Firm 4.30 0.00 Griffin Mediquip LLP 0.48 0.35 Other Investments 22 INVENTORIES Corporate Membership with Karnavati Club Ltd. 1.10 1.10 (As taken, valued and certified by the Management) (` in Million) 94.10 93.97 As at Particulars March 31, 2017 March 31, 2016
Medicines and Medicare Items 32.89 22.76 Materials and Consumables 35.31 42.64 19 LONG TERM LOANS AND ADVANCES General Stores 7.38 7.97 75.58 73.37 (Unsecured, considered good unless otherwise stated) (` in Million) Inventory items have been valued considering the significant accounting policy 1(g) to these financial statement. As at Particulars 23 TRADE RECEIVABLE March 31, 2017 March 31, 2016 (Unsecured, considered good, unless otherwise stated) (` in Million)
Advance Tax (Net of Provisions) 77.59 87.59 As at Particulars MAT Credit Entitlement 300.00 0.00 March 31, 2017 March 31, 2016 Advance against acquisition of Shares/Projects 320.49 266.41 Debt outstanding for the period exceeding six months Projects and Capital Goods 43.20 8.89 Considered Good 176.31 87.87 Security Deposits 16.37 10.89 Considered Doubtful 3.80 0.00 757.65 373.78 180.11 87.87 The amount dues by : Less : Provision for Bad Doubtful Debts 3.80 0.00 176.31 87.87 Directors NIL NIL Others debts 200.40 218.82 Officers either severally or jointly with other persons NIL NIL 376.71 306.69 Firms or private companies in which any director is partner or The amount dues by : director or a member. NIL NIL Directors NIL NIL Officers either severally or jointly with other persons NIL NIL Firms or private companies in which any director is partner or director or a member. NIL NIL
95 96
94 95 24 CASH AND BANK BALANCES 26 OTHER CURRENT ASSETS (` in Million) (` in Million) As at As at Particulars Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
Cash and Cash Equivalents Interest accrued : Balances with scheduled banks On Loans to Subsidiary and Other Companies 19.23 14.45 Current Accounts 51.20 34.26 On Fixed Deposits 5.63 4.49 Fixed Deposits (with maturity for less than 3 months) 48.74 39.15 Capital and Interest Subsidy Receivable (Refer Note 1(q)) 110.89 0.00 Cash in hand 15.88 9.23 Unbilled Revenue 21.51 24.89 Other Bank balances 157.26 43.83 Fixed deposits 43.92 72.41 Less : Disclosed under Non Current Assets 2.70 1.45 Fixed Deposits (with maturity for 3 to 12 months) 41.22 70.96 27 REVENUE FROM OPERATIONS (` in Million) 157.04 153.60 Particulars For the year ended For the year ended March 31, 2017 March 31, 2016 The above fixed deposits with banks are held as margin money against letter of credit and bank guarantees. Sale of Products 78.21 65.47 Sales of Services 3 132.92 2 785.78 Other Operating Revenue 7.28 7.13 3 218.41 2 858.38 25 SHORT-TERM LOANS AND ADVANCES
(Unsecured, Considered good unless otherwise stated) (` in Million) Breakup of sales of products As at (` in Million) Particulars For the year ended For the year ended March 31, 2017 March 31, 2016 Particulars March 31, 2017 March 31, 2016 Loans to Subsidiary and Other Companies 86.07 66.66 Medicines & Medicare Items 78.21 65.47 Loans / Advances to Employees 1.73 2.24 Contractors & Suppliers 5.44 3.29 Breakup of Sales of Services (` in Million) Prepaid Expenses 6.08 3.12 Deposits 1.66 1.59 Particulars For the year ended For the year ended March 31, 2017 March 31, 2016 Balance with Revenue Authorities 26.45 11.58 Income from Healthcare Services IPO Expenses Pending Adjustment (Refer Note 36) 3.45 0.00 In Patient Discharge Other Recoverable Domestic 2 693.75 2 427.43 Doctors 24.91 3.67 Overseas 138.92 128.10 Others 3.71 4.03 Out Patient Discharge 205.06 139.18 28.62 7.70 Dental Care Services 37.05 37.47 159.50 96.18 Diagnostic Services 50.96 50.48 The amount dues by : Clinical Trials 7.18 3.12 Directors NIL NIL 3 132.92 2 785.78 Officers either severally or jointly with other persons NIL NIL Firms or private companies in which any director is partner or Breakup of Other Operating Revenue (` in Million) director or a member. NIL NIL Particulars For the year ended For the year ended March 31, 2017 March 31, 2016 Allied Services 7.28 7.13 (Amublance, Visitor Passes, Dormitory etc.)
97 98
96 97
34 ADMINISTRATIVE AND OTHER EXPENSES 36. PROPOSED INITIAL PUBLIC OFFER jurisdiction the registered offices of both (` in Million) companies are situated, and for an order or Particulars For the year ended For the year ended The Company in its board meeting held on March 31, 2017 March 31, 2016 March 6, 2017 has taken approval for the orders thereof for carrying this Scheme into Rent, Rates and Taxes 23.21 19.00 Initial Public Offer and Offer for sale by the effect. The Ho’ble High Court of Gujarat Stationery and Printing 11.63 8.79 approved the petition presented by Insurance 3.15 2.29 existing shareholder Dr. Vikram I. Shah in Fees and Legal 21.27 26.38 the Initial Public Offer of the company. transferee Company by its order dated Auditors' Remuneration 1.44 1.05 Pursuant to the same, the company filed September 30, 2016 subject to the Travelling and Conveyance 54.92 38.98 Draft Red Herring Prospectus (DRHP) on approval of scheme by Ho’ble High court of Communication 8.97 6.25 May 19, 2017 with Securities Exchange Punjab and Haryana. In the High Court of Repairs and Maintenance Board of India (SEBI) for Initial Public Offer. Punjab and Haryana, the application cum Building 5.54 4.65 The Company is taking necessary steps to petition along with scheme was filed on Others 52.42 53.81 July 5, 2016 and in light of the merger Advertising and Publicity 45.47 40.46 come out with the proposed public issue of Bank charges 4.34 0.67 upto ` 5,800 Million and an offer for sale of related provisions being notified under the Loss on sale of assets 0.00 0.43 up to 1 million equity shares by the existing provisions of the Companies Act, 2013, the Foreign Exchange Fluctuation Loss 0.00 9.58 share holder of the company in Scheme was transferred from the High Other Expenses 14.47 9.35 consultation with lead managers and Court of Punjab and Haryana to the NCLT, Provision for Bad & Doubtful Debts 3.80 0.00 advisers to the issue. The expenses Chandigarh Bench. The matter is currently Bad Debt Written Off 0.00 0.30 pending in the NCLT, Chandigarh Bench. In 0.00 0.30 incurred during current financial year of 250.63 221.99 ` 3.45 Million in respect of proposed public consideration of the demerger, the issue is currently disclosed as IPO Company is required to make a payment of Auditors' Remuneration is made up of ` 371.37 million, against the transfer of the (` in Million) expenses pending Adjustment under “Short Term Loans and Advances”. Demerged Undertaking to such equity Particulars For the year ended For the year ended March 31, 2017 March 31, 2016 shareholders of Transferor Company, Statutory Audit fees 1.44 1.05 whose names appeared in the register of 37. COMPOSITE SCHEME OF ARRANGEMENT members of the transferor company on the The Board of Directors of the Company, effective date identified in the Demerger approved a Composite Scheme of 35 EARNINGS PER SHARE Scheme. Upon the Demerger Scheme (` in Million) Arrangement under Section 391 to 394 of For the year ended For the year ended becoming effective and with effect from Particulars the Companies Act, 1956, for spin off / March 31, 2017 March 31, 2016 the appointed date as indicated above, the demerger of the Hospital Division of Profit after tax attributable to equity shareholders ` 680.63 296.54 Company will be required to record the Weighted Average Number of equity shares 87.36 87.35 Kamesh Bhargava Hospital and Research assets and liabilities of the demerged Face value per share ` 10.00 10.00 Centre Private Limited (“Demerger Undertaking at such book values as were Earnings per Share (Basic and diluted) 7.79 3.39 Company”) and transfer to Shalby Limited appearing in the books of Transferor (“Transferee Company”) subject to Note : The company has issued new shares 54,000 as on March 6, 2017. Company, without taking into account any requisite approvals from the High Court of revaluations. Punjab and Haryana and the High Court of Gujarat respectively, under whose
101 102
100 101 38. CHANGE OF ESTIMATE 40. EMPLOYEE BENEFITS (b) Defined Benefit Plan Hitherto the depreciation on Hospital (a) Defined contribution to provident fund The following table sets out the status of the defined benefit plans as at March 31, 2017. (` in Million) Building been charged based on useful life and Employees Death Linked For the year ended For the year ended as prescribed in Part C of Schedule II to the Insurance March 31 2017 March 31 2016 Particulars Leave Leave Gratuity Gratuity Companies Act 2013. The company has The company makes contribution Encashment Encashment (Funded) (Funded) (Unfunded) (Unfunded) re-assessed and re-estimated the life of towards Employees’ Provident Fund Changes in the present value of obligation Hospital Buildings, and based on such and Employees Death Linked 1. Present value of obligation (Opening) 8.21 8.05 5.67 4.00 re-estimation of useful life the company Insurance. In accordance with the provisions of these schemes, the 2. Interest cost 0.61 0.58 0.42 0.29 has charged the depreciation of Hospital 3. Past service cost adjustments to Company is required to contribute a Building over its balance re-estimated opening fund ------0.36 specified percentage of payroll costs. useful life with effect from April 1, 2016 4. Current service cost 3.01 7.75 2.66 3.26 The Company has, during the year, Had the depreciation been charged based 5. Curtailment Cost / (Gain) ------recognized the sum of `14.40 Million 6. Settlement Cost / (Gain) ------on useful life prescribed in the Part C of (P.Y. `10.51 Million) as expense 7. Benefits paid (0.99) (1.52) -- (0.83) Schedule II in the Companies Act 2013, the towards contributions to these plans. 8. Actuarial (Gain) / Loss 1.11 2.00 (0.54) 0.97 depreciation would have been `16.87 9. Present value of obligation (Closing) 11.95 16.86 8.21 8.05 Million as against `40.56 Million being the Changes in the fair value of plan assets depreciation charged based on 1. Present value of plan assets (Opening) 7.16 -- 7.01 -- re-estimated life. 2. Past contribution / Adjustment to Opening Fund (0.48) -- -- - 3.. Expected return on plan assets 0.63 -- 0.68 -- 39. UNSECURED BORROWINGS 4. Actuarial Gain / (Loss) (0.16) -- (0.68) -- The borrowings from Barclays Bank 5. Employers Contributions 0.31 -- 0.15 -- amounting to `499.50 Million had been 6. Employees Contributions ------availed against pledge of acceptable tax 7. Benefits paid (0.99) ------free Bonds held by director Dr. Vikram I. 8. Expense deducted from the fund (0.31) 9. Fair Value of Plan Assets (Closing) 6.16 -- 7.16 -- Shah, however the same was considered and classified as unsecured since the Percentage of each category of plan assets to total fair value of plan assets at the year end company had not provided its own security. 1. Bank Deposits ------Pursuant to Resolution passed by Board of 2. Debt Instruments ------Directors in its meeting, the company has 3. Administered by Life Insurance settled the borrowings from Barclays Bank Corporation of India 6.16 -- 7.16 -- 4. Others ------amounting to `499.50 Million and got it 1. Present value of funded obligation as at re-financed by Barclays Investment and the year end 11.95 -- 8.21 -- Loans (India) Limited. 2. Fair value of plan assets as at year end 6.16 -- 7.16 -- 3. Funded (Asset)/ Liability recognised in the balance sheet 5.79 -- 1.05 --
103 104
102 103 (` in Million) 41. BORROWING COST For the year ended For the year ended March 31 2017 March 31 2016 Borrowing cost including interest, guarantee fees commitment charges etc., that is directly Particulars Leave Leave Gratuity Gratuity attributable to the acquisition, construction or production of a qualifying asset is capitalized Encashment Encashment (Funded) (Funded) (Unfunded) (Unfunded) ` 110.91 Million as part of the cost of that asset up to period the project is commissioned or
Percentage of each category of plan assets to asset is put to use. The borrowing cost incurred on common funds borrowed generally and used total fair value of plan assets at the year end for the purpose of obtaining a qualifying asset, is apportioned on rational basis, the remaining 4. Present value of unfunded obligation as borrowing cost is charged to revenue. at the year end -- 16.86 -- 8.05 5. Unrecognised past service cost ------6. Unrecognised Actuarial (Gains) / Losses ------42. SEGMENT REPORTING 7. Unfunded net liability recognised in the The company’s primary business segment is Health Care Services. Based on the guiding balance sheet -- 16.86 -- 8.05 principles given in Accounting Standard 17 on “Segment Reporting” issued by the Institute of Amount recognised in the balance sheet Chartered Accountants of India, this activity falls within a single primary business segment and 1. Present value of obligation as at the accordingly the disclosure requirements of Accounting Standard 17 in this regard are not year end 11.95 16.86 8.21 8.05 applicable. 2. Fair value of plan assets as at the year end 6.16 -- 7.16 -- 3. (Asset) / Liability recognized in the balance sheet 5.79 16.86 1.05 8.05 43. RELATED PARTY DISCLOSURES Expenses recognised in statement profit & loss As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the 1. Current service cost 3.01 7.75 2.66 3.26 disclosures of transactions with the related parties as defined in the Accounting Standard are 2. Past service cost ------0.36 given below: 3. Interest cost 0.61 0.58 0.42 0.29 (a) List of related parties with whom transactions have taken place during the year and 4. Expected return on plan assets (0.63) -- (0.68) -- relationship: 5. Prior Year Change 0.33 ------6. Expense deducted from the fund 0.31 ------Sr.No. Name of related party Relationship 7. Curtailment Cost / (Credit) ------1 Dr. Vikram I. Shah Key Management Personnel 8. Settlement Cost / (Credit) ------2 Mr. Ravi Bhandari 9. Net Actuarial (Gain) / Loss 1.27 2.00 0.14 0.97 3 Dr. Darshini V. Shah Relative of 10. Employee’s Contribution ------4 Mr. Shanay V. Shah Key Management Personnel 11. Total expenses recognised in statement profit and loss 4.90 10.33 2.54 4.88 5 Shalby (Kenya) Limted 6 Vrundavan Shalby Hospitals Limited Principal actuarial assumption 7 Yogeshwar Healthcare Limited 1. Rate of discounting 7.10 7.10 7.80 7.80 8 Shalby International Limited Subsidiary Companies/ Entities 2. Expected return on plan assets 7.10 -- 7.80 -- 9 Griffin Mediquip LLP
3. Rate of increase in salaries 6.00 6.00 6.00 6.00 10 Zodiac Mediquip Limited Associate Company
11 Uranus Medical Devices Limited Enterprise over which Key 12 Shalby Orthopedic Hospital and Research Center Management Personnel and / or 13 Friends of Shalby Foundation relatives exercise significant 14 Slaney Healthcare Private Limited influence through controlling interest (Other Related Party)
105 106
104 105 (b) Transactions with related parties (` in Million) Sr. For the year For the year (` in Million) Nature of transaction Relationship No. 2016-2017 2015-2016 Sr. For the year For the year Nature of transaction Relationship No. 2016-2017 2015-2016 (xiv) Share of Profit/(Loss) - Griffin Mediquip LLP Subsidiary Entity 4.56 -- (i) Professional Fees - Dr. Vikram I. Shah Key Management personnel 44.73 130.52 (xv) Purchase of medicines, - Dr. Darshini V. Shah Relative of Key 26.78 27.84 materials and consumables Management Personnel - Slaney Healthcare Private Limited Other Related Party 0.63 0.50 - Griffin Mediquip LLP Subsidiary Entity 325.04 -- (ii) Unsecured Loan taken - Uranus Medical Devices Limited Other Related Party 0.33 -- - Dr. Vikram I Shah Key Management personnel -- 360.00 (xvi) Sale of medicines, materials and (iii) Unsecured Loan repaid consumable - Dr. Vikram I. Shah Key Management personnel -- 430.00 - Slaney Healthcare Private Limited Other Related Party -- -- - Zodiac Mediquip Limited Associate Company -- 0.27 (xvii) Rent Expenses (iv) Unsecured Loan Given - - Dr. Vikram I. Shah Key Management personnel 6.90 6.00 - Shalby International Limited Subsidiary company 0.52 -- - Shalby Orthopedic Hospital and (v) Unsecured Loan Received Back Research Center Other Related Party 0.76 0.66 - Shalby International Limited Subsidiary company 0.54 -- - Yogeshwar Healthcare Limited Subsidiary company 0.26 0.26
(vi) Advance for Material Received (xviii) Rent Income - Shalby International Limited Subsidiary company -- 0.25 - Griffin Mediquip LLP Subsidiary Entity 0.06 -- - Slaney Healthcare Private Limited Other Related Party 0.06 -- (vii) Advance for Material Repaid - Shalby International Limited Subsidiary company 0.25 -- (xix) Interest Expense - Dr. Vikram I. Shah Key Management personnel -- 4.71 (viii) Advance towards Reimbursement of Expenditure (xx) Interest Income - Vrundavan Shalby Hospitals Limited Subsidiary company 0.14 0.12 - Vrundavan Shalby Hospitals Limited Subsidiary company 5.31 4.79 - Zodiac Mediquip Limited Associate Company -- 0.12 (xxi) Salary - Slaney Healthcare Private Limited Other Related Party 0.09 -- - Ravi Bhandari Key Management personnel 7.92 7.74 (ix) Advances received back towards - Mr. Shanay V. Shah Relative of Key Reimbursement of Expenditure Management Personnel 3.90 3.42 - Vrundavan Shalby Hospitals Limited Subsidiary company 0.59 -- (xxii) Commission Expense (x) Advances given - Zodiac Mediquip Limited Associate Company 0.13 0.15 - Shalby Kenya Limited Subsidiary Company 0.27 2.51 (xxiii) Guest House Expenses (xi) Advances received back - Zodiac Mediquip Limited Associate Company 1.75 0.65 - Uranus Medical Devices Limited Other Related Party -- 0.02 (xxiv) Catering Charges Income (xii) Capital Introduced - Slaney Healthcare Private Limited Other Related Party 0.03 -- - Griffin Mediquip LLP Subsidiary Entity Fixed 0.13 -- Current 5.28 0.05
(xiii) Capital Withdrawal - Griffin Mediquip LLP Subsidiary Entity Current 5.08 0.50
107 108
106 107 (c) Outstanding Balances as at March 31, 2017 44 CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS
(` in Million) (` in Million) Sr. For the year For the year Nature of transaction Relationship As at As at No. 2016-2017 2015-2016 Nature of transaction March 31, 2017 March 31, 2016
(i) Dr. Vikram I. Shah Key Management personnel A Contingent Liabilities not provided for in respect of - Trade Payable 3.53 3.60 (i) Claim against the company not acknowledged as debt 55.80 19.06 (ii) Dr. Darshini V. Shah Relative of Key (ii) Income tax Demand for Assessment Years Management personnel 2010-2011 24.61 24.61 - Trade Payable 3.45 5.83 2011-2012 13.43 13.43 (iii) Yogeshwar Healthcare Limited Subsidiary company - Rent Deposit 1.20 1.20 2012-2013 2.06 2.06 - Investment 6.96 6.96 2014-2015 13.31 - - Rent Payable 0.49 0.21 53.41 40.10
(iv) Shalby Kenya Limited Subsidiary company (iii) Letter of Credit 58.93 51.06 - Investment 0.06 0.06 (iv) Bank Guarantee 7.72 3.52 - Loans and Advances 3.13 2.86 (v) Sales Tax Demand including Interest & Penalty for Financial Years (v) Vrundavan Shalby Hospitals Limited Subsidiary company (Based on expert advice received by client) - Loans and Advances 29.92 29.92 2009-2010 5.42 5.42 - Other Recoverable -- 0.45 - Interest Receivable 19.09 14.31 2010-2011 2.02 2.02 - Investment 85.00 85.00 2011-2012 1.82 1.82
(vi) Shalby International Limited Subsidiary company 2012-2013 1.96 1.96 - Other Payable -- 0.24 2013-2014 2.94 2.94 - Investment 0.50 0.50 (vi) Tax Deducted at Sources Demand for Assessment Year (vii) Uranus Medical Devices Limited Other Related Party 2014-2015 29.97* 41.30 ` - Short Term Advance for Expense -- 0.04 (*Including Interest of 21.04 Million) - Trade Payable 0.40 0.12 (vii) Export Obligation under EPCG Scheme 46.19 57.18
(viii) Shalby Orthopedic Hospital and Other Related Party B Capital Commitments Research Center Estimated amount of contract remaining to the executed - Rent Payable 0.68 0.15 on capital accounts (Net of Advances) 951.42 280.00
(ix) Zodiac Mediquip Limited Associate Company - Trade Payable 0.76 0.86 - Commission Payable 0.04 --
(x) Friends of Shalby Foundation Other Related Party - Trade Payable 0.01 0.01
(xi) Griffin Mediequip LLP Subsidiary Entity - Trade Payable 114.82 -- - Fixed Capital Contribution 0.48 0.35 - Current Capital Contribution 4.30 0.45
(xii) Slaney Healthcare Private Limited Other Related Party - Trade Payable -- 0.35 - Other Receivables 0.12 --
109 110
108 109 45. CORPORATE SOCIAL RESPONSIBILITY 47. DISCLOSURE ON SPECIFIED BANK NOTES (SBNS) (a) Gross amount required to spend by the company: (` in Million) During the year, the Company had specified bank notes or other denomination notes as defined For the year ended For the year ended in the MAC notification G.S.R. 308(E) dated March 31 , 2017 on the details of Specified Bank Particulars March 31, 2017 March 31, 2016 Notes (SBN) held and transacted during the period from November 8, 2016 to December 30, Opening unspent Amount 14.55 6.17 2016, the denomination wise SBNs and other notes as per the notification is given below: Amount required to be spent 9.53 8.38 (` in Million) Amount spent during the period / year (*) -- -- Other Particulars SBNs* Total Unspent amount carried forward 24.08 14.55 denomination notes
(*) The amount spent during the period / year on: Closing cash in hand as on November 8, 2016 39.60 0.41 40.01 (+) Permitted receipts 4.97 68.31 73.28 Sr. Yet to be paid in Particulars In cash / cheque Total (`) (-) Permitted payments -- 20.88 20.88 No. cash / cheque (-) Amount deposited in Banks 44.57 33.01 77.58 (i) Construction / acquisition of any assets ------Closing cash in hand as on December 30, 2016 -- 14.83 14.83 (ii) On purposes other than (i) above. ------* For the purposes of this clause, the term `Specified Bank Notes' shall have the some meaning provided in 46. (a) DUE TO MICRO, SMALL AND MEDIUM ENTERPRISE the notification of the Government of India in the Ministry of Finance Department of Economic Affairs (` in Million) number S.O. 3407(E), dated the November 8, 2016 Sr. As at As at Particulars No. March 31, 2017 March 31, 2016
1 Principal amount and interest due thereon remaining unpaid to NIL NIL any supplier as at the end of each accounting year. 2 The amount of interest paid by the buyer in terms of section 16, NIL NIL 48. EXPENDITURES / EARNINGS IN FOREIGN CURRENCY (` in Million) of the Micro Small and Medium Enterprise Development Act, 2006 Sr. along with the amounts of the payment made to the supplier Particulars 2016-2017 2015-2016 beyond the appointed day during each accounting year. No. 3 The amount of interest due and payable for the period of delay in NIL NIL A Import on CIF making payment (which have been paid but beyond the appointed - Capital Goods and Components 309.35 152.79 day during the year) but without adding the interest specified under Micro Small and Medium Enterprise Development Act, 2006. B Expenses in Foreign Currency 4 The amount of interest accrued and remaining unpaid at the end NIL NIL - Currency Swap Loss 10.28 6.07 of each accounting year; and - Interest 25.76 25.26 5 The amount of further interest remaining due and payable even NIL NIL - Travelling 5.11 1.41 in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of - Advertisement 0.79 0.56 disallowance as a deductible expenditure under section 23 - Salary 0.19 0.34 of the MSMED Act 2006. - Others 1.41 0.58 The company has initiated the process of obtaining confirmation from suppliers who have registered C Remittances in Foreign Currency -- -- themselves under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). - Dividend The above mentioned information has been compiled to the extent of responses received by the D Earnings in Foreign Currency company from its suppliers with regard to their registration under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). - Export of Services 139.00 128.39
(b) The company has circulated letters of Balance Confirmation to Sundry Debtors, Sundry Creditors and the parties to whom loans and advances have been granted. Confirmations were received in some cases and the differences, if any, although non significant, are under reconciliation
111 112
110 111
CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2017 CONSOLIDATED STATEMENT OF PROFIT AND LOSS (` in Million) Particulars Notes March 31, 2017 March 31, 2016 FOR THE YEAR ENDED MARCH 31, 2017 EQUITY AND LIABILITIES (` in Million) Shareholders' Fund Share Capital 2 874.09 878.88 Particulars Notes March 31, 2017 March 31, 2016 Reserves and Surplus 3 1845.05 1229.79 2719.14 2108.67 INCOME Minority Interest 0.58 0.36 Revenue from operations 26 3236.86 2893.95 Share Application Money pending for allotment 4 2.73 0.00 Other Income 27 91.38 32.66 Deferred Government Subsidy 5 94.39 0.00 Total Revenue 3328.24 2926.61 Non-Current liabilities EXPENSES Long term borrowings 6 2854.04 2010.72 Purchase of traded goods 28 58.31 43.95 Deferred tax liabilities (Net) 7 56.69 9.13 Operative and other expenses 29 1823.48 1782.76 Other non-current liabilities 8 20.67 27.69 Changes in inventories 30 (4.75) 0.62 Long term provisions 9 15.18 8.97 Employee benefits expenses 31 392.56 289.21 2946.58 2056.51 Finance costs 32 97.94 103.85 Current liabilities Depreciation and amortization expenses 183.74 126.56 Short term borrowings 10 260.67 93.18 Less : Capitalised 15.74 13.29 Trade payables 168.00 113.27 Micro, Small & Medium Enterprises 48 0.00 0.00 Administrative and other expenses 33 259.91 230.67 Others 11 389.04 465.91 Prior period adjustment (Net) 1.97 0.44 Other current liabilities 12 650.91 354.29 Total Expenses 2797.42 2564.77 Short term provisions 13 7.47 1.69 Profit before tax 530.82 361.84 1308.09 915.07 Tax Expenses Total 7071.51 5080.61 ASSETS Current Tax 119.22 84.00 Non-Current assets MAT Credit Entitlement (300.00) 0.00 Fixed assets Deferred Tax 47.56 13.57 Tangible assets 14 3200.51 3181.93 (133.22) 97.57 Intangible assets 15 1.66 3.68 Profit for the period / year after Tax (before Share of (Profit)/ 664.04 264.27 Capital work-in-progress 16 2214.40 817.77 Loss of Minority Interest) Intangible assets under development 17 2.27 0.06 Add : Share of (Profit)/Loss of Minority Interest 9.89 12.84 5418.84 4003.44 Profit for the year 673.93 277.11 Goodwill on Consolidation (Net) 10.41 51.71 Earnings per equity share 34 Non current investments 18 1.10 1.10 Basic and diluted 7.71 3.17 Long term - loans and Advances 19 760.91 379.90 Other non-current assets 20 2.99 1.83 The accompanying notes are an integral part of the financial statements. Current Assets As per our report of even date Inventories 21 76.47 74.88 Trade receivables 22 378.49 314.27 FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARD [FirmFOR G.Registration K. CHOKSI No. & 101895W] CO. Cash and Bank Balances 23 158.70 160.71 Chartered[Firm Registration Accountants No. 101895W] Chartered Accountants DR. VIKRAM I. SHAH SHYAMALSHYAMAL S. JOSHI S. JOSHI RAVI BHANDARIRAVI S. BHANDARI Short term - Loans & advances 24 125.42 63.17 Chairman & Managing Director DirectorDirector Chief ExecutiveChief Executive Officer Officer Other current assets 25 138.18 29.60 SHAUNAK V. MUZUMDAR DIN: 00011653 DIN: 00005766DIN: 00005766 Partner 877.26 642.63 Mem. No. 37571 Total 7071.51 5080.61 June 28, 2017 S L KOTHARI JAYESHJAYESH R. PATEL R. PATEL June 28,June 2017 28, 2017 Ahmedabad Chief Financial Officer CompanyCompany Secretary Secretary AhmedabadAhmedabad Significant Accounting Policies 1 - - - - The accompanying notes are an integral part of the financial statements. As per our report of even date
FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARD [FirmFOR G.Registration K. CHOKSI No. & 101895W] CO. Chartered[Firm Registration Accountants No. 101895W] Chartered Accountants DR. VIKRAM I. SHAH SHYAMALSHYAMAL S. JOSHI S. JOSHI RAVI BHANDARIRAVI S. BHANDARI Chairman & Managing Director DirectorDirector Chief ExecutiveChief Executive Officer Officer SHAUNAK V. MUZUMDAR DIN: 00011653 DIN: 00005766DIN: 00005766 Partner Mem. No. 37571 June 28, 2017 S L KOTHARI JAYESHJAYESH R. PATEL R. PATEL June 28,June 2017 28, 2017 Ahmedabad Chief Financial Officer CompanyCompany Secretary Secretary AhmedabadAhmedabad
119 120
118 119 CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017
(` in Million) (` in Million)
Particulars March 31, 2017 March 31, 2016 Particulars March 31, 2017 March 31, 2016
A. Cash flow from operating activities C. Cash flow from financing activities Issue / (Redemption) of Share Capital (Net) (4.79) 1.03 Profit/(Loss) for the year before taxation 530.82 361.84 Share Premium on Issue / (Redemption) of Share Capital (Net) (7.03) 4.43 Adjustments for: Share Application Money recevied 2.73 0.00 Depreciation and amortization 168.00 113.27 Merger and consolidation Adjustment 0.00 (501.68) Prior period adjustment 0.06 0.00 Changes in minority Interest 0.00 (0.16) Bad Debt written off 0.00 0.30 Procurement / (Repayment) of long/ short term borrowings 1010.81 1291.36 Dividend Paid (0.50) (0.27) Provision for Impairment Loss 0.00 0.53 Interest paid (102.44) (45.92) Provision for Bad and Doubtful Debts 8.29 0.00 Net cash flow from financial activities [C] 898.78 749.09 Gain on Sale of Investment 0.00 (0.75) Net Increase/(Decrease) in cash and cash equivalents [A+B+C] 28.22 (185.46) Foreign Exchange Fluctuation Gain 0.00 0.00 Cash and cash equivalents opening 89.15 274.61 Deferred Capital Subsidy (5.61) 0.00 Cash and cash equivalents closing 117.37 89.15 Interest subsidy (10.88) 0.00 Components of Cash and cash Equivalents Balances with Banks (Profit)/Loss on Sale/Discard of Fixed Assets (Net) (2.16) 0.46 101.42 79.74 (Including Fixed Deposits with Maturity less than 3 months) Divident Income (0.19) (1.90) Cash in hand 15.95 9.41 Interest Income (20.61) (9.59) 117.37 89.15 Interest Expenses 99.56 65.15 Operating profit before working capital changes 767.28 529.31 Explanatory Notes to Cash Flow Statement Adjustments for (Increase) / Decrease in Operating Assets 1. The Cash Flow Statement is prepared by made from the net profit for deriving the Long Term Loans & Advances (93.99) (140.51) using indirect method in accordance with cash flow from operating activities. In part Other Non-current Assets (1.26) 1.37 the format prescribed by Accounting B & part C, figures in brackets indicates Inventories (1.59) (16.64) Standard 3 as prescribed by the Institute of cash outflows. Trade and other receivables (72.51) (99.10) Chartered Accountants of India. Short term loans & advances (62.25) (50.27) 3. Figures of the previous year have been 2. In Part A of the Cash Flow Statements, Other current assets 33.61 (34.99) regrouped wherever necessary, to confirm Adjustments for increase / (decrease) in operating liabilities : figures in brackets indicates deductions to current year presentation.
Other non-current liabilities (7.02) (19.77) Trade payables (76.87) (147.84) FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARD [FirmFOR G.Registration K. CHOKSI No. & 101895W] CO. Other Current liabilities 299.50 120.91 Chartered[Firm Registration Accountants No. 101895W] Chartered Accountants DR. VIKRAM I. SHAH SHYAMALSHYAMAL S. JOSHI S. JOSHI RAVI BHANDARIRAVI S. BHANDARI Provisions 12.25 4.49 Chairman & Managing Director DirectorDirector Chief ExecutiveChief Executive Officer Officer SHAUNAK V. MUZUMDAR DIN: 00011653 DIN: 00005766DIN: 00005766 Partner Cash generated from operations 797.15 149.96 Mem. No. 37571 Direct taxes Refund/(paid) (106.24) (101.30) June 28, 2017 S L KOTHARI JAYESHJAYESH R. PATEL R. PATEL June 28,June 2017 28, 2017 Ahmedabad Chief Financial Officer CompanyCompany Secretary Secretary AhmedabadAhmedabad Net cash from operating activities [A] 690.91 45.66 B. Cash flow from investing activities
(Purchase) / Sale of fixed assets (1581.30) (991.36) (Purchase) / Sale of Investments 0.00 0.75 Dividend received 0.19 1.90 Interest received 19.64 8.50 Net cash used in investing activities [B] (1561.47) (980.21)
121 122
120 121 NOTES FORMING PART OF ACCOUNTS 1. SIGNIFICANT ACCOUNTING POLICIES expenses after fully eliminating date parent-subsidiary period in which the results are known / intra-group balances, intra-group relationship came into materialized. (a) Basis of Preparation of Consolidated transactions and resulting in existence. (d) Fixed Assets Financial Statements unrealised profit or losses unless (iii) Minority interest's share of Net (i) Tangible and Intangible Assets (i) The financial statements of the cost cannot be recovered. Profit/(Loss) for the year of Company have been prepared and (iii) The Financial Statements have been consolidated subsidiaries is Tangible Fixed Assets are stated at presented in accordance with the prepared using uniform accounting identified and adjusted the cost of acquisition or generally accepted accounting policies for like transactions and against the profit after tax of construction less accumulated principle under the historical cost other events in similar the group. depreciation and impairment convention on an accrual basis. losses, if any. The cost comprises of circumstances and have been (vii) Following subsidiary entities These Financial Statements comply, presented to the extent possible in purchase price and any other cost in all material respects, with the have been considered in the attributable of bringing the asset to the same manner as the company's preparations of the Accounting Standards as prescribed separate financial statements. its working condition for its under section 133 of the Companies Consolidated Financial intended use. Act, 2013 read with Rule 7 of (iv) The difference between the cost of Statements. Intangible assets are recognized at Companies (Accounts) Rules, 2014. investment in the subsidiaries, and Name of the Enterprise Country of Proportion of the Company's share of net assets at Incorporation Ownership the consideration paid for (ii) The accounting policies adopted in the time of acquisition of share in Interest acquisition of such assets are the preparation of the Financial the subsidiaries is recognized in the Shalby (Kenya) Ltd. Kenya 100.00% carried at cost less accumulated Statements are consistent with Consolidated Financial Statement Shalby International Ltd. India 100.00% amortization and accumulated those of previous year. Vrundaban Shalby India 55.00% impairment loss, if any as Goodwill or Capital Reserve as Hospitals Ltd. b) Principles of consolidation the case may be and disclosed on Yogeshwar Healthcare Ltd. India 94.68% (ii) Capital Work In Progress net basis. Goodwill so arising is not Griffin Mediquip LLP India 95.00% The Consolidated Financial Statements amortised. However the same is Projects under which tangible fixed relate to Shalby Limited and its assets are not yet ready for their tested for impairment at each (viii) The figures pertaining to subsidiaries. The Consolidated intended use are carried at cost, Balance Sheet date. subsidiary companies / LLP Financial Statements have been comprising direct cost, related have been reclassified and prepared on the following basis : (v) Financial Statements of foreign incidental expenses and interest subsidiary company which is regrouped wherever (i) The Financial Statements of attributable. considered as integral operation are necessary to bring them in line subsidiary companies used in the translated as if the transactions of with parent company's (iii) Impairment of Assets consolidation are drawn up to the foreign subsidiaries have been Financial Statements. An assessment is done to determine same reporting date as that of the those of company itself. (c) Use of Estimates whether there is any indication of parent Company. Necessary impairment. An asset is treated as adjustments have been made for the (vi) Minority Interest in the net assets of The preparation of Consolidated impaired when its carrying cost effects of significant transactions consolidated subsidiaries is Financial Statements in conformity with exceeds its recoverable value. An and other events between the identified and presented in the Indian GAAP requires the Management impairment loss is charged to the reporting dates of such Financial Consolidated Balance Sheet to make certain estimates and Statement of Profit and Loss in the Statements and these Consolidated separately from liabilities and assumptions. The Management believes year in which an asset is identified Financial Statements, in the event, equity of the Company's that the estimates used in preparation as impaired. The impairment loss the reporting date of Financial shareholders. of the Financial Statements are prudent recognized in prior accounting Statement of subsidiary company is and reasonable. These estimates and Minority interest in the net assets of periods is reversed if there has been not identical. These have been assumptions affect the reported consolidated subsidiaries of: a change in the estimate of consolidated based on latest amount of assets and liabilities on the recoverable amount. available Financial Statements. (i) T h e a m o u n t o f e q u i t y date of the Financial Statements and the attributable to minority at the reported amount of revenues and The Company has adopted the (ii) The Financial Statements of the expenses during the reporting period. Company and its subsidiary date on which investment in a policy of carrying out impairment Difference between the actual result companies have been Combined on subsidiary is made; and test once every three financial and estimates are recognized in the a Line-by-Line basis by adding (ii) T h e m i n o r i t y s h a re o f years. together the value of like items of movements in equity since the assets, liabilities, income and 123 124
122 123 (e) Borrowing Cost Intangible assets are amortised over (h) Inventories average exchange rate prevailing at Borrowing cost including interest, their respective individual estimated (i) The inventories of all medicines, the time of the transaction. guarantee fees commitment charges useful lives on a straight line basis, Medicare items traded and dealt (ii) Measurement at the Balance Sheet etc., that is directly attributable to the commencing from the date the asset is with by the Company are valued at date acquisition, construction or production available to the Company for its use. cost or net realizable value Monetary items denominated in of a qualifying asset is capitalized as The management estimates useful life whichever is lower. Cost is after foreign currency at year end date part of the cost of that asset up to the for intangible asset comprising of adjusting Value Added Tax wherever are restated at exchange rate period the project is commissioned or computer software as follows: applicable applying the FIFO prevailing on that date. asset is put to use. The borrowing cost Computer Software : Over a period of Method. (iii) Treatment of exchange differences incurred on common funds borrowed three years (ii) Materials and consumables and Any income or expense on account generally and used for the purpose of Depreciation on assets acquired / general stores are charged to the of exchange difference either on obtaining a qualifying asset, is disposed off during the year is provided Statement of Profit and Loss as and settlement or restatement of apportioned on rational basis, the on pro-rata basis with reference to the when they are procured and stock of monetary items is recognised as remaining borrowing cost is charged to date of addition/disposal. such items at year end is valued at income / expenses in the statement the revenue. Goodwill on merger / amalgamation is cost. of profit and loss. (f) Depreciation and Amortization charged to statement of profit and loss (i) Revenue Recognition (k) Retirement Benefits Depreciation on Tangible Fixed Assets is in the year in which the same is (i) Income from Healthcare Services is (i) Defined Contribution Plan provided 'Straight Line Method' based generated. recognised based on completed The Group has Defined on the useful lives as specified in Part C Overseas subsidiary company i.e. service method. Income from Contribution Plan for its employees' of schedule II to Companies Act, 2013 Shalby Kenya Limited is calculated Healthcare Services in respect of retirement benefit comprising of read with relevant notification issued by Depreciation using the reducing Indoor/ Outdoor patients as at provident fund and Employees the Department of Company affairs balance method to write down the cost Balance Sheet date is recognised on Death Linked Insurance. The Group except depreciation in respect of below of each asset to its residual value over proportionate basis to the extent of and eligible employees make mentioned asset is provided on straight its estimated useful life using the services rendered. monthly contributions to such line method over the useful lives following rates. (ii) Pharmacy Sales are recognised net schemes equal to specified estimated by management. The Office Equipment : 12.50% of returns and discounts, on transfer management estimates useful life for percentage of the covered Furniture and Fittings : 12.50% of significant risks and rewards of employees' salary. such assets as under. ownership to the buyer, which Computer : 30.00% The Group has no further Hospital Building (*) : 30 years generally coincides with the (g) Investment obligations to the above referred (*) For this class of assets based on delivery of goods to the customers. plans beyond its monthly internal assessments and technical Investments are classified into current Sales are adjusted for Value Added contributions. evaluation carried out by the and long term investments. Current Tax wherever applicable. investments are stated at the lower of (ii) Defined Benefit Plan management, it believes that useful (j) Transactions in Foreign Currency cost and fair value. Long term For Defined Benefit Plan the cost of life as given above best represents (i) Initial Recognition the period over which management investments are stated at cost price. providing benefits is determined Transactions denominated in expects to use this assets. Hence Provision for diminution in the value of using the Projected Unit Credit foreign currencies entered into by the useful life for this asset is Long Term Investment is made only if; Method with actuarial valuation the Company are normally recorded different from useful life as such decline is not temporary in nature being carried out at each Balance at the exchange rates prevailing on prescribed under Part C of schedule in the opinion of the Management. Sheet date. Actuarial Gains or the date of transaction or at monthly II to the Companies Act, 2013.
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124 125 Losses are recognised in full in Company will pay normal income extraordinary items. The number of amounts of cash and which are subject statement of Profit and Loss for the tax. Accordingly, MAT is shares used in computing the earnings to insignificant risk of changes in value. period in which they occur. recognised as an asset in the per share is the weighted average (q) Cash Flow Statement Balance Sheet when it is highly ▪ Gratuity number of shares outstanding during Cash flows are reported using the probable that future economic The Parent Company makes the period. For computing diluted indirect method, whereby profit / (loss) benefit associated with it will flow annual contribution to the earnings per share, potential equity is before tax is adjusted for the effects of to the Company. Employees' Group Gratuity- added to the above weighted average transactions of non – cash nature and cum-Life Assurance Scheme of (iii) The Deferred Tax is recognised, number of shares. any deferrals or accruals of past or the Life Insurance Corporation of subject to the consideration of (n) Prior Period Items and Extra - Ordinary future cash receipts or payments. The India, a funded defined benefit prudence, on timing differences, Items cash flows from operating, investing plan for qualifying employees. being the difference between Adjustments arising due to errors or and financing activities of the Group are The Scheme provides for lump taxable incomes and accounting omission in the consolidated financial segregated based on available sum payment to vested income that originate in one statements of earlier years are information. period and are capable of reversal employees at retirement, death accounted under “Prior Period”. Items of (r) Government Subsidy while in employment or on in one or more subsequent period Income and Expenditure, which are not (i) Subsidy available to the Group on termination of employment of using the tax rates and laws that of recurring nature viz., damages due to capital account is credited to an amount equivalent to 15 days have been enacted or floods, earth quakes etc. are disclosed “Deferred Government Subsidy” salary payable for each substantively enacted as at the as extra ordinary items. and an amount equal to the completed year of service, or balance sheet date. (o) Provision, Contingent Liabilities and depreciation on assets created / part thereof in excess of six Deferred tax assets are recognised Contingent Assets acquired out of such subsidy is months. Vesting occurs upon on unabsorbed depreciation and Provisions involving substantial degree transferred from “Deferred completion of five years of carry forward of losses based on of estimation in measurement are Government Subsidy” to Statement service. virtual certainty that sufficient recognized when there is a present of Profit and Loss based on future taxable income will be ▪ Leave Encashment Benefit obligation as a result of past events and principles of deferred income available against which such Leave encashment are it is probable that there will be an stated in Accounting Standard 12 deferred tax assets can be accounted for based on actuarial outflow of resources. Contingent “Accounting for Government realised. Deferred tax on timing valuation by the actuaries. liabilities are not recognized but are Grants” i.e. allocated to Statement differences other than those (l) Taxation disclosed in the notes. Contingent of Profit and Loss on a systematic referred above is recognised and assets are neither recognized nor and rational basis over the useful (i) Current year tax is provided based carried forward only to the extent disclosed in the consolidated financial lives of the related assets. on taxable income computed in that there is reasonable certainty statements. accordance with the provisions of that sufficient future taxable (p) Cash and Cash Equivalents (for the the Income-tax Act, 1961. income will be available against (ii) Subsidy on Revenue account i.e. purpose of Cash Flow Statements) (ii) Minimum Alternate Tax (MAT) paid which such assets can be realized. Interest subsidy is carried to Cash comprises cash on hand and Statement of Profit and Loss and in accordance with the tax laws, (m) Earnings per Share which gives future economic demand deposits with banks. Cash adjusted against the relevant In determining the earnings per share, benefits in the form of adjustment equivalents are short-term balance Finance cost. the Company considers the net profit to future income tax liability, is (with an original maturity of three (after tax and extraordinary items) considered as an asset if there is months or less from the date of attributable to equity shareholders and convincing evidence that the acquisition), highly liquid investments includes post-tax effect of any that are readily convertible into known
127 128
126 127 2. SHARE CAPITAL D) RECONCILIATION OF NUMBER OF SHARES
(` in Million) Equity Shares (In Numbers) As at As at Particulars As at As at March 31 , 2017 March 31 , 2016 Particulars March 31 , 2017 March 31 , 2016 A) AUTHORISED At the beginning of the year 8 73 54 932 3 49 41 972 Equity Shares 11,12,50,000 (P.Y.9,92,50,000) Equity Shares of ` 10/- each 1112.50 992.50 Add: 5% Convertible / Redeemable Preference Shares Shares issued for Cash 54 000 0 0.00 20.00 NIL (P.Y. 20,00,000) 5% Convertible / Redeemable Preference Shares of ` 10/- each Bonus Shares issued 0 5 24 12 960 1112.50 1012.50 Exercise of Share Option under ESOS / ESOP 0 0 B) ISSUED Shares issued in Business Combination 0 0 8,74,47,932 (P.Y. 8,73,54,932) Equity Shares of ` 10/- each 874.48 873.55 8 74 08 932 8 73 54 932 NIL (P.Y. 5,33,100) 5% Convertible / Redeemable Preference Shares of ` 10/- each 0 5.33 Less: Shares bought back / Redemption 0 0 874.48 878.88 C) SUBSCRIBED AND FULLY PAIDUP At the end of the year 8 74 08 932 8 73 54 932 Equity Shares 874.09 873.55 Preference Shares 8,74,08,932 (P.Y. 8,73,54,932) Equity Shares of ` 10/- each fully paid up (In Numbers) 5% Convertible / Redeemable Preference Shares As at As at Particulars NIL (P.Y.10,000) 5% Convertible / Redeemable Preference Shares of ` 10/- each 0.00 0.10 March 31 , 2017 March 31 , 2016 fully paid up issued at the premium of ` 10/- each At the beginning of the year 5 33 100 4 30 100 NIL (P.Y.1,96,000) 5% Convertible / Redeemable Preference Shares of ` 10/- each fully paid up issued at the premium of ` 10/- each 0.00 1.96 Add: Issued during the year 0 1 03 000 Less: Redeemed / converted during the year 5 33 100 0 NIL (P.Y.1,40,500) 5% Convertible / Redeemable Preference Shares of ` 10/- each fully paid up issued at the premium of ` 10/- each 0.00 1.40 At the end of the year 0 5 33 100
NIL (P.Y.83,600) 5% Convertible / Redeemable Preference Shares of ` 10/- each fully paid up issued at the premium of ` 10/- each 0.00 0.84 Pursuant to resolution passed by board of directors in the meeting held on December 20, 2016, the company has redemed all the above redemable preference shares having aggregate face value of `5.33 million at a NIL (P.Y.1,03,000) 5% Convertible / Redeemable Preference Shares of ` 10/- each premium of `10.27 million out of accumulated profits. fully paid up issued at the premium of ` 10/- each 0.00 1.03
0.00 5.33 874.09 878.88 E) RIGHTS, PREFERENCES AND RESTRICTIONS The Authorised Share Capital of the Company consists of Equity Shares having nominal value of ` 10/- each. Note : The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013 (i) The Company has vide resolution passed by Board of Directors in the meeting held on March 26, 2016, The equity shareholders shall have: allotted 5,24,12,960 equity shares as bonus shares in the ratio of 3:2 on March 26, 2016. (i) a right to vote in shareholders’ meeting. On a show of hands, every member present in person shall have (ii) During the period of five financial years immediately preceding the Balance Sheet date, the company has one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital of the not: Company; (a) allotted any equity shares pursuant to any contract without payment being received in cash; except (ii) a right to receive dividend in proportion to the amount of capital paid up on the shares held. those issued upon business combination. The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting (b) bought back any equity shares of the Company if calls or other sums payable have not been paid on due date. In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to the paid up capital.
129 130
128 129 F) DETAILS OF SHAREHOLDINGS 3. RESERVES AND SURPLUS Shareholders holding more than 5% shares (` in Million) As at As at Particulars Number of equity shares % of holding March 31, 2017 March 31, 2016 Particulars As at As at As at As at Securities Premium Account March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Balance as per previous financial statements Dr. Vikram I. Shah 5 20 62 625 5 20 62 625 59.56 59.60 75.10 81.58 Add : Received during the year Zodiac Mediquip Ltd. 3 15 61 048 3 19 39 348 36.11 36.56 3.24 4.43 Less: Utilised on issue of Bonus Shares (Refer Note (i) below) 0.00 10.91 Less: Adjustment on Consolidation 75.10 0.00 Number of preference shares % of holding Particulars As at As at As at As at Balance at the end of the year 3.24 75.10 March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Capital Redemption Reserve Dr. Amish Kshatriya 0 40000 0.00 7.50 Balance as per previous financial statements 0.00 0.00 Dr. Shrirang Deodhar 0 40000 0.00 7.50 Add : Additions during the year 5.33 0.00 Dr. Ashish Sheth 0 40000 0.00 7.50 Balance at the end of the year 5.33 0.00 Dr. Dhiraj Marothi 0 40000 0.00 7.50 Surplus / (Deficit) in Statement of Profit & Loss Dr. Kalpesh Shah 0 40000 0.00 7.50 Balance as per previous financial statements 1154.69 1378.39 Dr. Bharat Gajjar 0 30000 0.00 5.63 Add / (Less) : Profit for the year 673.93 277.11 Zodiac Mediquip Limited 0 52500 0.00 9.85 Add / (Less) : Foreign Currency Translation Reserve 0.00 0.00 Add / (Less) : Adjustment on amalgamation 0.00 25.47 Add / (Less) : Adjustment on Consolidation 23.69 (12.75) G) In accordance with section 61(1) of the Companies Act, 2013 and in pursuance of special Balance available for appropriation 1852.31 1668.22 resolution passed at the meeting of members of the Company held on February 6, 2017 Less : Appropriations authorised share capital of the Company has been increased from `1012.50 Million to - Dividend to preference shareholders 0.19 0.26 `1112.50 Million and further in accordance with section 13 of the companies Act, 2013, and - Dividend distribution tax 0.04 0.05 special resolution passed by the members of the Company in meeting held on February 6, Issue of bonus shares (Refer Note (i) below) 0.00 513.22 2017, the authorised capital of the Company of `1112.50 Million divided into 10,92,50,000 Premium on Redemption of Preference shares 10.27 0.00 equity shares of `10/- each and 20,00,000 preference shares of `10/- each has been Transfer to Capital Redemption Reserve (Refer note (ii) below) 5.33 0.00 reclassified to `1112.50 Million divided into 11,12,50,000 equity shares of `10/- each. The 15.83 513.53 new shares shall rank pari passu with the existing Equity Shares of the Company in respect of Net Surplus / (Deficit) 1836.48 1154.69 dividend, voting rights etc. 1845.05 1229.79
Note : (i) The Company has vide resolution passed by Board of Directors in the meeting held on March 26, 2016, allotted 5,24,12,960 shares as bonus shares in the ratio of 3:2 on March 26, 2016. (ii) In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon redemption of Preference Shares pursuant to resolution passed at the meeting held on December 20, 2016, transferred the amount equivalent to the face value of Preference Shares from the accumulated profits to Capital Redemption Reserve.
131 132
130 131 4. SHARE APPLICATION MONEY PENDING FOR ALLOTMENT 6. LONG TERM BORROWINGS (` in Million) (` in Million) As at Non-current portion Current maturities Particulars Particulars As at As at As at As at March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Share Application money received 2.73 0.00 Secured (Refer notes below) Less : Term Loans from Banks (Refer notes below) Amount in excess of authorised share capital disclosed under the head 0.00 0.00 HDFC Bank Limited "Other Current Liabilities" In Foreign Currency 131.19 417.51 23.31 101.87 2.73 0.00 In Indian Currency 630.62 497.43 105.49 0.00 Bank of Maharashtra 633.22 170.57 0.00 0.00 In pursuance of the resolution passed by the Board of Directors, the Company has issued further 39,000 Equity Shares of `10/- each and offered the same for subscription to Equity. In response to the same, the existing and Exim Bank 483.23 170.57 0.00 0.00 potential share holders have subscribed to Equity. The fresh equity shares shall carry the same rights as the Buyer's Credit existing ones. In Foreign Currency HDFC Bank Limited 305.65 253.58 32.67 0.00 Further, the other disclosures are as under: Exim Bank 166.31 0.00 0.00 0.00 Vehicle Loans 1 Number of Shares Proposed to be Issued: 39000 HDFC Bank Limited 0.35 1.08 0.72 1.72 2 Amount of Premium: ` 60 ICICI Bank Limited 0.95 0.48 0.77 0.23 3 Period before which shares shall be allotted 60 days from the date of payment Daimler Financial Services 4 The company has sufficient authorised share capital to cover the share capital amount on allotment of shares out India Private Limited. 3.02 0.00 1.45 0.00 of share application money 2 354.54 1 511.22 164.41 103.82 Unsecured (Refer note 38) Barclays Bank 0.00 499.50 0.00 0.00 From NBFC 5. DEFERRED GOVERNMENT SUBSIDY Barclays Investment & Loans (India) Ltd. (` in Million) 499.50 0.00 0.00 0.00 As at 499.50 499.50 0.00 0.00 Particulars Less: March 31, 2017 March 31, 2016 Amount disclosed under the head Deferred Government Subsidy [Refer Note 1 (r)] 100.00 0.00 "Other Current Liabilities" 0.00 0.00 164.41 103.82 Less: Deferred income recognized in Statement of Profit & Loss 5.61 0.00 Total : 2 854.04 2 010.72 0.00 0.00
94.39 0.00 Note : The Parent Company, having established Super Speciality Hospital at Indore and Jabalpur both in the State of Currency Swap Madhya Pradesh, becomes eligible for one time incentive towards development of Healthcare sector in terms Pursuant to agreements dated August 21, 2014 and March 12, 2015 executed between the Parent Company of "The Healthcare Investment Policy 2012", Department of Public Health & Family Welfare, Government of and HDFC Bank Limited, the term loan availed by the Company in Indian Currency, in respect of capex at S.G Madhya Pradesh. The incentive is based on capital investment and therefore is recognised in the form of capital Highway, Bopal & Jabalpur units, have been converted into Foreign Currency Loans. During the current financial year, in pursuance of agreement dated March 23, 2017 executed between the Parent Company & subsidy, limited to `50 Million for each of the above referred two Hospitals, aggregating to ` 100 Million during HDFC bank limited the swap agreements executed on August 21, 2014 and March 12, 2015 in respect of S.G the current financials year. The same, being available against the entire capital investment, has been Highway & Bopal Units have been unwinded and accordingly, the term loans in respect of S.G Highway & Bopal recognised and classified in accordance with Significant Accounting Policy referred at note 1(r) to the units, have been reconverted into indian currency. Consolidated Financial Statements. Purpose of Secured Loans The above term loans have been availed by the Parent Company for the purpose of reimbursement of Capex incurred by hospitals at S. G. Highway and Bopal and for the purpose of Capex at its hospital at Jabalpur, Jaipur, Naroda, Indore and Mohali.
133 134
132 133 134
135 Principal Terms and Conditions of Long Term Borrowings as at March 31, 2017 Secured (i) Term loans
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Unit Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 HDFC Bank S.G. Highway 115.42 1 Year MCLR Loans are repayable Prepayment charges: NIL- (i) Equitable Mortgage of existing SBICAP Limited (8.15%) + in 57 equal monthly in case of prepayment out hospital situated at Survey no Trustee on 2.00% = installments of internal accruals / loan 976, TP scheme no 6, plot no - behalf of 10.15% [w.e.f commencing from from group company / sale 118, Opp. Karnavati Club, S G HDFC Bank Feb-15-2017] January, 2015. of shares / infusion of new Highway,Ahmedabad - Limited capital. In case of 380005 with total land area prepayment from admeasuring 6880 sqmtr and borrowings from total constructed building area Bank/Financial institutions: of 12053.56 sqmtrs. 2% for first 2 years, 1% for (ii)Exclusive First charge on entire period of 2 years after movable and immovable initial 2 years, Nil assets. thereafter. Security for letter of credit Penalty: At 2% p.a. in addition to interest rates , (i) 100% by way of fixed deposit for all overdues / delays of under lien with HDFC Bank or any monies payable lien on approved debt mutual (principal as well as fund scheme interest).
2 HDFC Bank Bopal 108.52 1 Year MCLR Loans are repayable Prepayment charges: NIL-in (i) Equitable Mortgage of existing SBICAP Limited (8.15%) + in 50 equal monthly case of prepayment out of Shalby hospital situated at Trustee on 2.00% = installments internal accruals / loan Survey no976, TP scheme no 6, behalf of 10.15% [ w.e.f commencing from from group company / sale plot no - 118, Opp. Karnavati HDFC Bank Feb-15-2017] August, 2014. of shares / infusion of new Club, S G Highway,Ahmedabad Limited capital. In case of – 380005. prepayment from borrowings from Bank/Financial institutions: 2% for first 2 years, 1% for period of 2 years after initial 2 years, Nil thereafter. Penalty: At 2% p.a. in addition to interest rates , for all overdues / delays of any monies payable (principal as well as interest).
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Unit Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
3 HDFC Bank Jabalpur, 245.55 1 Year MCLR Loans are repayable Within 30 days of interest i) Exclusive charge by way of SBICAP Limited S.G. Highway (8.15%) + in 20 equal reset date, the Company Equitable Mortgage of Trustee on 1.80% = quarterly has the option to prepay existing hospital situated at behalf of 9.95% [w.e.f installments the amount of principal Survey no 976, TP scheme no HDFC Bank Feb-15-2017] commencing from outstanding against the 6, plot no - 118, Opp. Limited February, 2017. facility, in part or in full Karnavati Club, S G without any prepayment Highway,Ahmedabad - penalty. Prepayment on 380005 with total land area any other dates, other than admeasuring 6880 sqmtr and mandatory prepayment total constructed building event, shall be subject to a area of 12053.56 sqmtrs. prepayment penalty of 2% (ii) Exclusive charge by way of of the principal amount hypothecation of all movable being prepaid for the assets including plant and residual maturity of the machinery, machinery spares, facility. However, if medical equipment prepayment is made by the (excluding those borrower from fresh equity hypothecated to equipment or internal accruals, no financiers), tools and prepayment penalty shall accessories, furniture, be payable. Should the fixtures, vehicles and all other Company choose to movable assets, present and future of hospitals at S.G. exercise the prepayment Highway & Jabalpur. option, the lender(s) must be intimated in writing at (iii) ersonal guarantee of Director least 15 working days Dr. Vikram I. Shah to the extent before the date of of value of land owned by him exercising of the and mortgaged under prepayment option. In case Security. of part prepayments, such (iv) Second paripassu charge on prepayment shall be the entire current assets, applied proportionately on operating cash flows, the balance repayments receivables, commissions, pertaining to the facility. revenues of whatsoever nature and wherever arising Penalty: Default interest of present and future, uncalled 2% p.a. over and above the capital (if any), present and applicable Interest Rate till future of the Borrower. First such time such default / paripassu charge on the non compliance is cured to current assets shall be with the Lender`s satisfaction. the working capital lenders. (v) Exclusive charge by way of equitable mortgage of the land and building pertaining 136 to the proposed hospital of
135 Jabalpur. 136 137 Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Unit Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
4 HDFC Bank Jaipur, 421.12 1 Year MCLR Loans are repayable Within 45 days of interest (i) First paripassu charge by way SBICAP Limited Indore, (8.15%) + in 24 equal reset date, the Company of equitable mortgage over Trustee on Naroda 1.80% = quarterly has the option to prepay land & building pertaining to behalf of 9.95% [w.e.f installments the amount of principal hospital at Jaipur and Indore. HDFC Bank 15-Feb-2017] commencing from outstanding against the (ii) First paripassu charge by way Limited, Exim June, 2019. facility, in part or in full of equitable mortgage over Bank and 5 Bank of 633.22 HDFC's Base without any prepayment land and building pertaining Bank of Maharashtra Rate (9.25%) + penalty. Prepayment on to hospital at Naroda. Maharashtra 1.10% = any other dates, other than 10.35% [ w.e.f mandatory prepayment (iii) First ranking Security by way 23-Feb-2017] event, shall be subject to a of hypothecation of all the prepayment penalty of 2% present and future tangible of the principal amount movable assets including 6 EXIM Bank 483.23 HDFC's Base being prepaid for the plant and machinery spares, Rate (9.25%) residual maturity of the medical equipment +1.25% = facility. However, if (excluding those 10.50% prepayment is made by the hypothecated to equipment Company from fresh equity financiers), tools and or internal accruals, no accessories, furniture, prepayment penalty shall fixtures, vehicles and all other be payable. Should the movable assets, present and Company choose to future of hospitals at Jaipur, exercise the prepayment Indore and Naroda. option, the lender(s) must (iv) Pe rs o n a l g u a ra n t e e of be intimated in writing at Director Dr. Vikram I. Shah to least 15 working days the extent of 50 % of Naroda before the date of Land offered under security. exercising of the prepayment option. In case (v) Second ranking security by of part prepayments, such way of hypothecation on the prepayment shall be entire current asset, operating applied proportionately on cash flows, receivables, the balance repayments commissions, revenues of pertaining to the facility. what so ever nature and wherever arising, present and Penalty: Default interest of future uncalled capital (if any) 2% p.a. over and above the present and future, of the applicable interest Rate till Company . such time such default / non-compliance is cured to the Lender's satisfaction.
(ii) Buyer's Credit
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 HDFC Bank Limited 338.321 Ranges The buyer's credit is Not Applicable Security as specified for Sr. No. HDFC Bank between 6M for the tenor of 180 1,3, and 4 Limited LIBOR + 15 days and the BPS to 6M Company is eligible LIBOR + 175 for rollover BPS thereafter subject to a maximum tenor of upto 3 years from the date of first drawdown.
2 EXIM Bank 166.312 Ranges The buyer's credit is Not Applicable Security as specified for Sr. No. EXIM Bank between 6M for the tenor of 180 1,3, and 4 LIBOR + 15 days and the BPS to 6M Company is eligible LIBOR + 175 for rollover BPS thereafter subject to a maximum tenor of upto 3 years from the date of first drawdown.
1 HDFC :- The value in INR has been arrived at based on the exchange rate on March 31, 2017. Accordingly, on March 31, 2017, Outstanding USD were 42,00,321.57 and exchange rate was 1 USD equal to 64.8386 INR and Outstanding EURO were 9,52,832.78 and exchange rate was 1 EURO equal to 69.2476 INR. 2 EXIM :- The value in INR has been arrived at based on the exchange rate on March 31, 2017. Accordingly, on March 31, 2017, Outstanding USD were 25,65,000 and exchange rate was 1 USD equal to 64.8386 INR. 138 137 138
139 (iii) Vehicle loans
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Vehicle Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 HDFC Bank Limited Mercedez 0.37 10.25% Loans are repayable The Company may, prepay The Company hypothecates to HDFC Bank Benz in 60 equal monthly the whole or any part of the and charges in favor of the Bank Limited installments outstanding of respective by way of first and exclusive commencing from Loans (including interest, charge of the Vehicle as security July, 2012. other dues, fees and for the repayment/payment by charges herein) by giving a the Company of the loan granted notice in writing to that or to be granted to the Company 2 HDFC Bank Limited Mahindra 0.47 9.75% Loans are repayable effect. The Company would by the Bank together with all fees, Bolero in 36 equal monthly have to give minimum interest, costs and expenses installments written notice of 30 days incurred/to be incurred by the commencing from expressing his intention to Bank and all other monies March, 2016. prepay the loan amount, payable or to become payable by unlessthe same is waived the Company to the Bank. in writing by the bank. The Loans are repayable 3 HDFC Bank Limited Maruti 0.24 9.45% prepayment shall take in 36 equal monthly Eeco effect only when the actual installments payment is received by the commencing from bank and interest and other March, 2016. charges would be leviable till the end of the month in which prepayment is actually effected. In such an event the Bank will levy prepayment charges as mentioned in the schedule or any rate which is applicable at that time as per Bank`s policy on the dues outstanding. Prepayment charges: No foreclosure allowed within 6 months from the date of availing car loan. 6% of principal outstanding for preclosures within 1 year from 7th EMI. 5% of principal Outstanding for preclosures within 13-24 months from 1st EMI. 3% of principal Outstanding for preclosures post 24 months from 1st EMI.
Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Vehicle Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
4 ICICI Bank Limited Force 1.24 9.69% Loans are repayable Prepayment charges: The The Company hypothecates to ICICI Bank Ambulance in 36 equal monthly lessor of the following two and charges in favor of the Bank Limited installments options plus applicable by way of first and exclusive commencing from taxes: (a) 4% of the charge of the Vehicle as security February, 2016. outstanding amount of the for the repayment/payment by facility, or any other rate as the Company of the loan granted stipulated by ICICI Bank or to be granted to the Company 5 ICICI Bank Limited Force 0.48 10.00% Loans are repayable from time to time. OR (b) by the Bank together with all fees, ICICI Bank Ambulance in 36 equal monthly The total interest amount interest, costs and expenses Limited installments outstanding as on the date incurred/to be incurred by the commencing from of prepayment. Bank and all other monies February, 2016. payable or to become payable by the Company to the Bank. Loans are repayable First and exclusive charge of the Daimler 6 Daimler Financial Mercedes 4.47 8.76% Prepayment Charges: NA in 36 equal monthly Vehicle Financial Services India Benz installments Penalty: 5% per annum Services Private Limited commencing from plus applicable taxes or India Private February, 2017. statutory levies, if any Limited
Unsecured Loan Amount ` Re-schedulement/ Sr. In Million Rate of Name of Lender Repayment Term Prepayment Terms, Security In favor of Outstanding as at No. Interest and related penalty, if any March 31, 2017
1 Barclays Investment & 499.50 8.95% Loan is repayable A prepayment of 1% will Not Applicable -- Loans (India) Ltd. within a maximum be charged on any amount period of 2 years prepaid. Additionally, (reviewed annually) company agreed that loan subject to lender’s breakage costs and right to terminate the expenses, if applicable and facility and demand as determined by lender, repayment at any will be payable at the time time, unless and in respect of the otherwise agreed by amount prepaid. them.
Penalty: 2% as per lending terms and finance. 140 139 7 DEFERRED TAX LIABILITIES (NET) 10 SHORT TERM BORROWINGS (` in Million) (` in Million) As at As at Particulars Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
Deferred Tax Liabilities Secured Difference of book depreciation and tax depreciation 558.16 19.93 Bank Overdraft Deferred Tax Assets Kotak Mahindra Bank 43.55 4.27 Disallowance u/s. 43(b) under Income Tax Act, 1961 7.85 6.35 YES Bank Limited 36.17 0.00 Unabsorbed Business Losses and Depreciation 493.62 4.45 Unsecured Net Deferred Tax Liability 56.69 9.13 Working Capital Demand Loan HDFC Bank Limited 150.00 0.00 Repayable on demand 8 OTHER NON-CURRENT LIABILITIES (` in Million) Intercoporate Deposits 30.95 88.91 As at 260.67 93.18 Particulars March 31, 2017 March 31, 2016
Deferred Leasehold Land Premium 15.57 44.43 Less: Amount disclosed under the head "Other Current Liabilities" 15.57 28.86 0.00 15.57 Security Deposit 0.07 0.00 Retention Money Contractors & Vendors 20.60 12.12 20.67 27.69
9 LONG TERM PROVISIONS (` in Million) As at Particulars March 31, 2017 March 31, 2016
Employee Benefits Obligations Gratuity ( Net of Plan Asset ) 5.79 1.05 Gratuity ( Unfunded ) 0.00 0.99 Privileged / Earned Leave (Unfunded) 16.86 8.36 22.65 10.40 Less : Amount disclosed under the head "Short Term Provisions" Gratuity 4.99 0.00 Gratuity ( Unfunded ) 0.00 0.70 Privileged / Earned Leave 2.48 1.36 7.47 1.43 15.18 8.97
Note: In order to ensure that short term obligations on account of Gratuity payable to employees is fully funded, the company has intention to contribute the sum of `4.99 Million to plan asset accordingly, the said obligation has been considered and classified as 'Current Liabilities'.
141 142
140 141 Principal Terms & Conditions of Short Term Borrowing as on March 31, 2017 11 TRADE PAYABLES (` in Million) (a) Secured As at Outstanding as at Particulars March 31, 2017 Repayment Term Security Name of Lender Rate of Interest March 31, 2017 March 31, 2016 (` in Million)
Kotak Mahindra Bank 43.55 10.00% 12 months (i) Secured by first pari-passu For Goods and Services hypothecation charge to be Related Party 8.87 10.92 shared with HDFC Bank Limited on all existing and (Refer note 45) future current assets of Bopal Others 380.17 454.99 Unit. 389.04 465.91 (ii) First and exclusive mortgage charge on immovable properties being land and building of Krishna Shalby Hospital situated at 319, 12 OTHER CURRENT LIABILITIES Green city, Ghuma, Bopal, (` in Million) Ahmedabad belonging to the company. As at Particulars March 31, 2017 March 31, 2016 (i) Re-schedulement / Prepayment Terms - Not Applicable (ii) Penalty - Amount unpaid on due date shall attract interest at 2% per month compounded monthly. Current Maturities Long Term Debt 164.42 103.82 YES Bank Limited 36.17 11.00% N.A Exclusive charge on all current Lease hold Land Premium 15.57 28.86 assets and fixed assets of Mohali unit (both present and future). Payable for Fixed assets / Projects 346.32 81.66 Unconditional and irrovacable Interest Accrued but not due 20.50 23.38 personal guarantee of Mr. Akhil Bhargava and Ms. Manjari Deposits 2.10 1.77 Bhargava to remain valid during Book Overdraft 3.52 0.03 the tenor of the credit facilities. Retention money 20.18 12.72 (i) Re-schedulement / Prepayment Terms and Related Penalty - Not Applicable Advances from Patients / corporates 28.88 5.65 Consideration payable 0.00 38.83 Other Payables (b) Unsecured Statutory dues 31.06 25.22 Outstanding as at Employees 13.47 27.20 Name of Lender March 31, 2017 Rate of Interest Repayment Term Security (` in Million) Others 4.89 5.15 HDFC Bank Limited 150.00 8.50% 6 months Not Applicable 650.91 354.29 (Bullet repayment at the end of tenor) 13 SHORT TERM PROVISIONS (i) Re-schedulement - Not Applicabe (` in Million) (ii) Prepayment Terms - Nil prepayment charges after 3 months from the date of disbursement, if paid from IPO As at proceeds/ Equity/ Internal accruals. Particulars (iii) Penalty - 3% p.a. in addition to interest rates, for all overdues/delays of any monies payable (principal as well as March 31, 2017 March 31, 2016 interest). Employee Benefits Gratuity (Funded) 4.99 0.00 Gratuity (UnFunded) 0.00 0.07 Privileged / Earned Leave (Unfunded) 2.48 1.36 Others Dividend 0.00 0.26 7.47 1.69
143 144
142 143 1.28 37.31 23.16 19.83 80.17 32.32 As at 747.61 180.75 310.53 3.68 580.29 1168.68 31/03/2016 ( ` in Million) ( ` in Million) Net Book Value As at Net Book Value 1.66 1.66 3.68 0.00 157.22 81.45 79.12 53.93 34.01 48.25 18.67 29.37 45.37 70.36 709.64 18.86 1.14 52.47 18.72 161.58 1129.13 595.85 826.28 110.44 181.21 Up to 19.92 19.92 18.37 3.68 31/03/2017 31/03/2017 below) / (i), (ii) & (iii) Adjustment / Up to As at As at (i) below) ( 1.26) ( 1.26) Adjustment (Refer Note (Refer during the year For the For (i) below) Note (Refer
year For theFor (Deletions) Depreciation / Amortisation Depreciation / Amortisation ` of merger Note (Refer during the year ( ` in Million) As at 0.00 0.02 0.00 0.00 0.00 0.00 0.00 Up to ( ` in Million) 46.06 0.00 20.20 4.10 48.69 0.00 5.24 0.00 18.72 0.00 0.14 0.00 44.63 0.00 8.13 ( 0.29) 39.37 0.00 9.42 ( 0.54) 72.85 25.69 0.00 0.00 8.60 5.13 ( 1.72) 0.00 18.37 2.81 18.37 2.81 118.51 0.00 43.09 ( 0.02) 547.62 0.00 69.80 ( 21.57) 101.00 0.00 11.18 ( 1.74) As at 0.06 2.21 ( ` in Million) 87.94 20.00 71.19 66.92 74.74 291.65 157.22 780.00 160.57 As at 1422.13 22.05 310.23 1.26 293.12 1 290.71 21.58 31/03/2017 31/03/2016 0.01 Million disclosed at Adjustment column under the head "Depreciation / Amortisation", / "Depreciation head the under column Adjustment at disclosed Million ` 0.01 7.54 153.31 0.05 Million disclosed at Adjustment column under the head "Depreciation / Amortisation", since since Amortisation", / "Depreciation head the under column Adjustment at disclosed Million 0.05 Gross Block Depreciation ` Adjustment Capatilised 31/03/2017 (Deletions) / (iii) below) (Refer Note (Refer year ( 1.48) Deletions/ ( 1..48) 21.58 Adjustment Capatilised 31/03/2017 (Deletions) / Gross Block at Cost Gross Block at Cost Regrouped to 1.54 ( 293.12) 1.01 1.01 Additions during theduring the Adjustment during the of merger Leasehold Land Plant & Machinery and FixturesFurnitures 0.08 of merger year during the year As at Additions 0.06 0.00 0.00 0.00 0.06 0.06 1.00 1.21 0.00 2.27 01/04/2016 As at Adjustment Additions As at 86.00 0.00 1.94 0.00 20.00 0.00 0.00 0.00 58.28 0.00 18.38 ( 1.92) As at Adjustment Additions Adjustment / As at Up to Adjustment 22.05 67.79 0.00 3.69 ( 0.29) 22.05 626.35 0.00 0.34 153.31 904.66 167.78 756.09 ( 0.15) ( 1 010.61) 817.77 310.53 0.00 0.00 ( 153.31) 1287.19 0.00 11.06 ( 7.54) 01/04/2016 313.63 4245.34 0.00 205.10 ( 27.37) 4423.07 1063.41 0.00 180.93 ( 21.78) 1222.56 3200.51 3181.93 ` The sum of 1.21 Million being the value of 'software under development' included under the head 'project under under development' has been now Particulars 01/04/2016 on account Particulars The Parent Company had applied for registration of nine trademarks to Controller General of Patents Design and Trademarks, Department of Industrial Policy & Policy Industrial of Department Trademarks, and Design Patents of General Controller to trademarks nine of registration for applied had Company Parent The related to earlier financial years, has been carried to Statement of Profit & Loss under the head "Prior Period Adjustment". Period "Prior head the under Loss & Profit of Statement to carried been has years, financial earlier to related during the carried year end the Further accordingly same the to in amortisation "Capital Progress". of Work such Leasehold Land amounting aggregate to 4.10 Million related to earlier financial year disclosed at Adjustment column under the head "Depreciation / Amortisation" has also been capitalised during capitalised been also has Amortisation" / "Depreciation head the under column Adjustment at disclosed year financial earlier to related Million ` 4.10 the year. the since related to earlier financial years, has been carried to Statement of Profit & Loss under the head "Prior Period Adjustment". Period "Prior head the under Loss & Profit of Statement to carried been has years, financial earlier to related since Freehold Leasehold Initial Grouped as Freehold Land Freehold Building and Printers Computers Softwares Total : Total Previous Year : Previous Year Description of Assets Land Buildings Medical Equipments & Surgical Instruments 1295.23 0.00 151.49 ( 24.59) Plant and Machinery 281.75 0.00 2.38 7.52 Electric Installation Air Conditioners Office Equipments Computers and Printers 56.20 0.00 8.35 ( 0.63) Furnitures and FixturesFurnitures Vehicles 153.02 0.00 7.47 0.08 Total : Total Previous Year : Previous Year 2526.11 462.52 1258.12 ( 1.41) 4245.34 938.04 0.14 125.30 ( 0.07) 1063.41 3181.93 Description of Assets 01/04/2016 on account during the (Deletions) 31/03/2017 31/03/2016 on account year (Deletions) 31/03/2017 31/03/2017 31/03/2016 (i)to amounting aggregates Software on depreciation The Project Under DevelopmentProject 817.77 0.00 1 406.86 ( 9.18) ( 1.05) 2 214.40 Previous Year : Previous Year Trademark (Refer Note below) (Refer Trademark 0.06 0.00 0.00 0.00 Computer Software (ERP) 0.00 1.00 1.21 Total : Total Previous Year Previous (i) capitalised been to has amounting year aggregate financial units current Indore the & for Surat Million Jaipur, 15.74 of Land Leasehold of amortisation The (ii)to amounting aggregates net assets certain on depreciation The (iii) The gross block & corresponding depreciation if any charged in earlier years in respect of following assets have been regrouped during current financial year. financial current during regrouped been have assets following of respect in years earlier in charged any if (iii) depreciation corresponding & block gross The transferred to "Intangible Asset Under Development" through deduction / adjustment coloum above. coloum adjustment / deduction through Development" Under Asset "Intangible to transferred Promotion during the period from March 2011 to July 2014, against which either the Department has objected or third parties have opposed for Registration. The Registration. for opposed have parties third or objected has Department the either which against 2014, July to 2011 March from period the during Promotion Company, through it’s legal counsel, has submitted the requisite replies. Pending final registration, the amounts paid towards the same are shown as Intangible assets assets Intangible as shown are same the towards paid amounts the registration, final Pending replies. requisite the submitted has counsel, legal it’s through Company, under Development. under Note : above. 16 note Refer (*) Note : Note 17 INTANGIBLE ASSET UNDER DEVELOPMENT 16 CAPITAL WORK IN PROGRESS 15 INTANGIBLE ASSETS 14 TANGIBLE ASSETS
145 146
144 145 18 NON CURRENT INVESTMENTS 21 INVENTORIES (` in Million) (As taken, valued and certified by the Management) (` in Million) As at Particulars As at March 31, 2017 March 31, 2016 Particulars March 31, 2017 March 31, 2016 Corporate Membership with Karnavati Club Limited 1.10 1.10 Medicines and Medicare Items 33.78 24.14 1.10 1.10 Materials and Consumables 35.31 42.64 General Stores 7.38 8.10 76.47 74.88
19 LONG TERM LOANS AND ADVANCES Inventory items have been valued considering the significant accounting policy 1(h) to these financial statement.
(Unsecured, considered good unless otherwise stated) (` in Million) 22. TRADE RECEIVABLES (Unsecured, considered good, unless otherwise stated) As at (` in Million) Particulars As at March 31, 2017 March 31, 2016 Particulars March 31, 2017 March 31, 2016 Advance Tax (Net of Provisions) 80.80 93.78 MAT Credit Entitlement 300.00 0.00 Debt outstanding for the period exceeding six months Advance against acquisition of Shares/Projects 320.49 266.41 Considered Good 176.31 94.12 Projects and Capital Goods 43.20 8.89 Considered Doubtful 21.53 13.24 Security Deposits 16.42 10.79 197.84 107.36 Other 0.00 0.03 Less : Provision for Bad and Doubtful Debts 21.53 13.24 760.91 379.90 176.31 94.12 Others debts 202.18 220.15 The amount dues by : 378.49 314.27 Directors NIL NIL Officers either severally or jointly with other persons NIL NIL The amount dues by : Firms or private companies in which any director is partner NIL NIL Directors NIL NIL or director or a member. Officers either severally or jointly with other persons NIL NIL Firms or private companies in which any director is partner NIL NIL or director or a member.
23 CASH AND BANK BALANCES (` in Million)
20 OTHER NON CURRENT ASSETS As at (Unsecured, Considered good, unless otherwise stated) (` in Million) Particulars March 31, 2017 March 31, 2016 As at Particulars Cash and Cash Equivalents March 31, 2017 March 31, 2016 Balances with scheduled banks Other Bank balances Current Accounts 52.68 40.59 Fixed deposits Fixed Deposits (with maturity for less than 3 months) 48.74 39.15 with maturity for more than 12 months 2.91 1.65 Cash in hand 15.95 9.41 Accrued Interest on Fixed deposits 0.08 0.18 Other Bank balances 2.99 1.83 Fixed deposits 44.03 73.01 The above fixed deposits with banks are held as margin money against bank guarantee. Less : Disclosed under Non Current Assets 2.70 1.45 FD with maturity for 3 to 12 months 41.33 71.56 158.70 160.71
The above fixed deposits with banks are held as margin money against letter of credit and bank guarantees.
147 148
146 147 24 SHORT TERM LOANS AND ADVANCES Breakup of sales of products (` in Million) (` in Million) For the year ended For the year ended As at Particulars Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Medicines & Medicare Items 79.38 69.62 Loans to Companies / others 53.01 37.32 Breakup of Sales of Services Loans / Advances to Employees 1.73 2.24 (` in Million) Contractors and Suppliers 5.44 3.29 For the year ended For the year ended Particulars 31st March, 2017 31st March, 2016 Prepaid Expenses 6.11 3.99 Income from Healthcare Services Balance with Revenue Authorities 26.46 11.64 In Patient Discharge Deposits 0.56 0.70 Domestic 2 697.73 2443.10 IPO Expenses Pending Adjustment (Refer Note 35) 3.45 0.00 Overseas 138.92 128.09 Other Recoverable Out Patient Discharge 212.01 151.55 Doctors 24.91 3.67 Dental Care Services 37.05 37.47 Others 3.75 0.92 Diagnostic Services 52.25 53.71 28.66 4.59 Clinical Trials 12.20 3.13 125.42 63.17 3150.16 2817.05 The amount dues by : Directors NIL NIL Breakup of Other Operating Revenue (` in Million) Officers either severally or jointly with other persons NIL NIL For the year ended For the year ended Particulars Firms or private companies in which any director is partner or NIL NIL March 31, 2017 March 31, 2016 director or a member. Allied Services 7.32 7.28 (Amublance, Visitor Passes, Dormitory etc.)
25 OTHER CURRENT ASSETS (` in Million) 27 OTHER INCOME (` in Million) As at For the year ended For the year ended Particulars Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Interest Income Interest accrued On Loans 5.43 1.48 From Banks 7.72 7.52 On Loans to Companies / others 0.14 0.14 On IT Refund 7.16 0.37 On Fixed Deposits 5.64 4.57 Others 0.30 0.22 Capital and interest Subsidy Receivable [Refer Note 1 (r)] 110.89 0.00 20.61 9.59 Unbilled Revenue 21.51 24.89 Rent 2.59 2.20 138.18 29.60 Dividend 0.19 1.90 Gain on sale of investments 0.00 0.75 Profit on Sale of Assets(Net of loss on assets sold / written off) 2.16 0.00 Sponsorship and Event Orthotrend(Net) 15.90 10.11 26 REVENUE FROM OPERATIONS (` in Million) Training 0.28 0.55 Foreign Exchange Fluctuation Gain(Net) 27.87 0.00 Particulars For the year ended For the year ended March 31, 2017 March 31, 2016 Gain / (Loss) on Unwinding of Swap Contract(Net) 2.97 0.00 Deferred Capital Subsidy [Refer Note 1 (r)] 5.61 0.00 Sale of Products 79.38 69.62 Other Non-Operating Income Sales of Services 3150.16 2817.05 Sundry Balances Written Back(Net) 6.76 3.01 Excess Provisions no longer required 5.14 2.48 Other Operating Revenue 7.32 7.28 Miscellaneous 1.30 2.07 3236.86 2893.95 13.20 7.56 91.38 32.66
149 150
148 149 28 PURCHASE OF TRADED GOODS 32 FINANCE COST (` in Million) (` in Million)
Particulars For the year ended For the year ended For the year ended For the year ended Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016 Medicines & Medicare Items 58.31 43.95 Interest To Bank 70.84 54.28 To NBFC 24.85 0.00 29 OPERATIVE EXPENSES (` in Million) Others 3.87 10.87 For the year ended For the year ended Particulars Less: Interest subsidy 10.88 0.00 March 31, 2017 March 31, 2016 88.68 65.15
Materials and Consumables 726.57 742.85 Other Borrowing Cost Diagnostic Expenses 51.97 54.08 Other ancillary Cost 1.72 3.67 Fees to Doctors and Consultants 780.33 757.87 Adjustment to Interest cost on foreign currency translation 7.54 35.03 Power, Fuel and Water Charges 75.87 67.94 97.94 103.95 Housekeeping and Catering 84.93 72.67 33 ADMINISTRATIVE AND OTHER EXPENSES Attendents and Securities (Includes service tax) 85.48 69.47 (` in Million) Linen and Uniform 4.83 7.20 For the year ended For the year ended Particulars Other Operative Expenses 13.50 10.68 March 31, 2017 March 31, 2016 1823.48 1782.76 Rent, Rates and Taxes 23.70 19.79 Stationery and Printing 12.04 9.17 30 CHANGES IN INVENTORIES Insurance 3.27 2.41 (` in Million) Fees and Legal 22.31 27.36 For the year ended For the year ended Particulars Auditors' Remuneration 1.94 1.42 March 31, 2017 March 31, 2016 Travelling and Conveyance 55.44 39.41 Communication 9.22 6.84 Closing Stock Repairs and Maintenance Medicine and Medical Items 15.21 10.94 Building 5.60 4.73 Opening Stock Others 53.39 55.82 Medicine and Medical Items 10.46 11.56 Advertising and Publicity 45.64 41.20 Decrease / (Increase) in Inventories (4.75) 0.62 Bank charges 4.35 0.69 Loss on Sale / Discard of Assets(Net) 0.00 0.46 Foreign Exchange Fluctuation Loss(Net) 0.00 9.55 Provision for impairment loss 0.00 0.53 31 EMPLOYEES BENEFITS EXPENSES (` in Million) Provision for bad and doubtful debts 8.29 0.00
For the year ended For the year ended Bad Debt Written Off 0.00 0.30 Particulars March 31, 2017 March 31, 2016 Other expenses 14.72 10.99 259.91 230.67 Salary, Allowances and Bonus 374.48 273.19 Contribution to Provident and other funds 17.80 14.37 Auditors' Remuneration is made up of (` in Million) For the year ended For the year ended Staff Welfare expenses 0.28 1.65 Particulars March 31, 2017 March 31, 2016 392.56 289.21 Statutory Audit fees 1.94 1.42
151 152
150 151 assets and liabilities of the demerged company) has vide circular resolution Undertaking at such book values as were deemed to be passed on December 9, 34 EARNINGS PER SHARE appearing in the books of Transferor 2016 consented to suspend the operations Company, without taking into account any of both hospitals located at Mapusa and For the year ended For the year ended Particulars revaluations. Panjim to surrender available licences, bio March 31, 2017 March 31, 2016 medical authorisation and other licences and approval of both hospitals, to close Profit after tax attributable to Equity Shareholders (` in Million) 673.70 276.80 37. CHANGES IN ESTIMATES Weighted Average Number of equity shares (in Million) 87.36 87.35 pharmacy with immediate effect and also Hitherto the depreciation on Hospital to apply for cancellation of power Face value per share ` 10.00 10.00 Building been charged based on useful life connection. The personnel authorized to Earnings per Share (Basic and diluted) ` 7.71 3.17 as prescribed in Part C of Schedule II to the act upon are in the process of honouring Note : The Company has issued new shares 54,000 as on March 6, 2017. Companies Act 2013. The Parent company the board resolution. has re-assessed and re-estimated the life of Reference is also invited to note 40 below Hospital Buildings, and based on such 35. PROPOSED INITIAL PUBLIC OFFER (“Transferee Company”) subject to with the respect to legal proceedings re-estimation of useful life the Parent requisite approvals from the High Court of pending final disposal. The Management of The Company in its board meeting held on company has charged the depreciation of Punjab and Haryana and the High Court of such subsidiary company intends to March 6 , 2017 has taken approval for the Hospital Building over its balance Gujarat respectively, under whose resume operations if the event of verdict / Initial Public Offer and Offer for sale by the re-estimated useful life with effect from jurisdiction the registered offices of both award of such proceedings is favourable existing shareholder Dr. Vikram I. Shah in April 01, 2016. Had the depreciation been companies are situated, and for an order or for infusing further funds so as to the Initial Public Offer of the company. charged based on useful life prescribed in orders thereof for carrying this Scheme into overcome the critical & financial Pursuant to the same, the company filed the Part C of Schedule II in the Companies effect. Transferee Company by its order constraints. Draft Red Herring Prospectus (DRHP) on Act 2013, the depreciation would have dated September 30, 2016 subject to the May 19, 2017 with Securities Exchange been `16.87 million as against `40.56 approval of scheme by Honourable High Board of India (SEBI) for Initial Public Offer. million being the depreciation charged 40. PENDING LITIGATION The Company is taking necessary steps to court of Punjab and Haryana. In the High based on re-estimated life. Two of the shareholders of one of the come out with the proposed public issue of Court of Punjab and Haryana, the subsidiary Companies i.e. Vrundavan up to `5,800.00 million and an offer for application cum petition along with Shalby Hospitals Limited (“such subsidiary sale of up to 1.00 million equity shares by scheme was filed on July 5, 2016 and in 38. UNSECURED BORROWINGS Company”) had instituted proceedings u/s. the existing share holder of the Company in light of the merger related provisions being The borrowings from Barclays Bank 397-398 of the Companies Act, 1956 consultation with lead managers and notified under the provisions of the amounting to `499.50 million had been before the Company Law Board, Mumbai advisers to the issue. The expenses Companies Act, 2013, the Scheme was availed against pledge of acceptable tax vide Company Petition No. 18/2015. Said incurred during current financial year of transferred from the High Court of Punjab free Bonds held by director Dr. Vikram I. Company Petition 18/2015 along with `3.45 million in respect of proposed public and Haryana to the NCLT, Chandigarh Shah, however the same was considered Company Application No. 122 and 133/ issue is currently disclosed as IPO Bench. The matter is currently pending in and classified as unsecured since the 2015 have been finally disposed of by expenses pending Adjustment under the NCLT, Chandigarh Bench. In Parent company had not provided its own order dated April 25/27, 2016 by Company “Short Term Loans and Advances”. consideration of the demerger, the security. Pursuant to Resolution passed by Law Board – New Delhi Bench (CLB) inter- Company is required to make a payment of Board of Directors in its meeting, the Parent alia directing the other shareholder of the ` 371.37 million, against the transfer of the company has settled the borrowings from 36. COMPOSITION SCHEME OF ARRANGEMENT such subsidiary company i.e. Shalby Demerged Undertaking to such equity Barclays Bank amounting to ` 499.50 Limited to purchase / acquire 81,000 The Board of Directors of the Parent shareholders of Transferor Company, million and got it re-financed by Barclays equity shares of the such subsidiary Company, approved a Composite Scheme whose names appeared in the register of Investment and Loans (India) Limited. company held by two shareholders, i.e. Dr. of Arrangement under Section 391 to 394 members of the transferor company on the Digambar Surya Naik and Mrs. Mangala of the Companies Act, 1956, for spin effective date identified in the Demerger Digambar Naik with prescribed method of off/demerger of the Hospital Division of Scheme. Upon the Demerger Scheme 39. SUSPENSION OF BUSINESS OPERATIONS valuation of shares. Shalby Limited has Kamesh Bhargava Hospital and Research becoming effective and with effect from The Board of Directors of the one of challenged said order dated April 25/27, Centre Private Limited (“Demerger the appointed date as indicated above, the subsidiary companies i.e. Vrundavan 2016 of CLB before the Honorable High Company”) and transfer to Shalby Limited Company will be required to record the Shalby Hospitals Limited (such subsidiary
153 154
152 153 (b) Defined Benefit Plan Court of Mumbai at Goa vide Company from him. The following table sets out the status of the defined benefit plans as at March 31, 2017 (` in Million) Appeal No. 1/2016. The Honorable High The Board of Directors of such subsidiary Court of Bombay at Goa vide order dated For the year ended For the year ended Company in the Board Meeting referred March 31, 2017 March 31, 2016 July 29, 2016 has stayed the order dated above, adopted and approved the financial Particulars Leave Leave Gratuity Gratuity Encashment Encashment April 25/27, 2016 of CLB and further said (Funded) (Funded) statements for financial year ended on (Unfunded) (Unfunded) Honorable court has vide its order dated March 31, 2017 by majority decision and December 22, 2016 quashed and set aside with dissent of Dr. Digambar Surya Naik. Changes in the present value of obligation the impugned order of Company Law Board 1. Present value of obligation (Opening) 9.20 8.36 6.89 4.42 Besides, above stated facts, the dated April 25, 2015 and remanded back to 2. Interest cost 0.61 0.58 0.52 0.33 outstanding amount stated in email Company Law Board, Mumbai Bench (now 3. Past service cost adjustments to correspondence mentioned, also included NCLT) the said matter and directed to opening fund ------0.36 fixed monthly professional fees payable to decide the said petition/ applications 4. Current service cost 3.01 7.74 2.98 3.42 Dr. Digambar Surya Naik and his wife afresh after hearing parties in accordance 5. Curtailment Cost / (Gain) ------Dr. Mangla Digambar Naik on account of with the law. Accordingly, the matter is 6. Settlement Cost / (Gain) ------Non-Compete Clause entered by such subjudice at present. 7. Benefits paid / Payable (1.98) (1.56) (0.31) (0.88) subsidiary Company with them. On appeal 8. Actuarial (Gain) / Loss by Dr. Digambar Surya Naik to the Company (Including Balance written back) 1.11 1.74 (0.88) 0.71 41. DISSENT FOR APPROVAL OF FINANCIAL Law Board to absolve him and his wife to 9. Present value of obligation (Closing) 11.95 16.86 9.20 8.36 STATEMENTS work exclusively for the such subsidiary Changes in the fair value of plan assets While attending the Board Meeting of one company, the adjudicating Authority 1. Present value of plan assets (Opening) 7.16 -- 7.01 -- of the subsidiary companies i.e. Vrundavan passed order in favour of the appellant vide its order dated April 27, 2016. 2. Past service cost adjustments to Shalby Hospitals Limited (“such subsidiary opening fund (0.48) ------company”) held on May 15, 2017 and also In pursuance to such order, provision for 3. Expected return on plan assets 0.63 -- 0.68 -- vide e-mail / hand delivery dated May 15, non-compete professional fees for the 4. Actuarial Gain / (Loss) (0.16) -- (0.68) -- 2017, Dr. Digambar Surya Naik, one of the period commencing from January 01, 2015 5. Employers Contributions 0.31 -- 0.15 -- directors of such subsidiary company has to March 31, 2016 is not warranted and 6. Employees Contributions ------raised his objections towards adoption of accordingly the same has been written Draft Balance Sheet for the Financial Year back. 7. Benefits paid (0.99) ------2016-17 and expressed his concerns 8. Expense deducted from the fund (0.31) ------stating that Draft Balance Sheet is 9. Fair Value of Plan Assets (Closing) 6.16 -- 7.16 -- 42. EMPLOYEE BENEFITS incomplete, incorrect and prepared on Percentage of each category of plan assets to wrongly adopted figures. Further vide (a) Defined contribution to provident total fair value of plan assets at the year end e-mail referred above and also vide e-mail fund and Employees Death Linked 1. Bank Deposits ------dated August 22, 2016, Dr. Digambar Surya Insurance 2. Debt Instruments ------Naik has expressed his concern towards The Group makes contribution towards 3. Administered by Life Insurance discrepancies in respect of outstanding Employees’ Provident Fund and Corporation of India 6.16 -- 7.16 -- balances due to him between books of Employees Death Linked Insurance. In 4. Others ------account of such subsidiary Company and accordance with the provisions of Reconciliation of the present value of defined as per his own records without providing these schemes, the Group is required benefit obligation and the fair value of assets any reconciliation and / or explanations to contribute a specified percentage of 1. Present value of funded obligation and also stated that such subsidiary payroll costs. The Group has, during the as at the year end 11.95 -- 8.21 -- Company has failed to pay dues on account Period, recognized the sum of ` 14.93 2. Fair value of plan assets as at year end 6.16 -- 7.16 -- of professional fees / salary and assets million (P.Y ` 11.60 million) as expense 3. Funded (Asset)/ Liability recognised in purchased by such subsidiary Company towards contributions to these plans. the balance sheet 5.79 -- 1.05 --
155 156
154 155 (` in Million) 43. BORROWING COST For the year ended For the year ended March 31, 2017 March 31, 2016 Borrowing cost including interest, guarantee fees commitment charges etc., that is directly Particulars Leave Leave Gratuity Gratuity attributable to the acquisition, construction or production of a qualifying asset is capitalized Encashment Encashment (Funded) (Funded) (Unfunded) (Unfunded) `110.91 million as part of the cost of that asset up to period the project is commissioned or asset
Reconciliation of the present value of defined is put to use. The borrowing cost incurred on common funds borrowed generally and used for benefit obligation and the fair value of assets the purpose of obtaining a qualifying asset, is apportioned on rational basis, the remaining 4. Present value of unfunded obligation borrowing cost is charged to revenue. as at the year end -- 16.86 0.99 8.36 5. Unrecognised past service cost ------6. Unrecognised Actuarial (Gains) / Losses ------44. SEGMENT REPORTING 7. Unfunded net liability recognised The group’s primary business segment is Health Care Services. Based on the guiding principles in the balance sheet -- 16.86 0.99 8.36 given in Accounting Standard 17 on “Segment Reporting” issued by the Institute of Chartered Amount recognised in the balance sheet Accountants of India, this activity falls within a single primary business segment and accordingly 1. Present value of funded obligation the disclosure requirements of Accounting Standard 17 in this regard are not applicable. as at the year end 11.95 -- 8.21 -- 2. Fair value of plan assets as at the year end 6.16 -- 7.16 -- 3. (Asset) / Liability recognized in 45. RELATED PARTY DISCLOSURES the balance sheet 5.79 -- 1.05 -- As per Accounting Standard 18, issued by the Institute of Chartered Accountants of India, the 4. Present value Unfunded disclosures of transactions with the related parties as defined in the Accounting Standard are obligation as at the year end -- 16.86 0.99 8.36 given below: 5. Liability recognized in the balance sheet -- 16.86 0.99 8.36 (a) List of related parties with whom transactions have taken place during the year and Expenses recognised in statement of profit and loss relationship: 1. Current service cost 3.01 7.74 2.98 3.42 2. Past service cost ------0.36 Sr.No. Name of related party Relationship 3. Interest cost 0.61 0.58 0.52 0.33 4. Expected return on plan assets (0.63) -- (0.68) -- 1 Dr. Vikram I. Shah Key Management Personnel 2 Mr. Ravi Bhandari 5. Prior Year Change 0.33 ------6. Expense deducted from the fund (0.31) ------3 Dr. Darshini V. Shah Relative of 4 Mr. Shanay V. Shah Key Management Personnel 7. Curtailment Cost / (Credit) ------8. Settlement Cost / (Credit) ------5 Zodiac Mediquip Limited Associate Company 9. Net Actuarial (Gain) / Loss 1.27 2.00 (0.20) 0.71 6 Uranus Medical Devices Limited Enterprise over which Key 10.Employee’s Contribution ------12 Shalby Orthopedic Hospital and Research Center Management Personnel and / or 11.Total expenses recognised in statement 13 Friends of Shalby Foundation relatives exercise significant of profit and loss 4.90 10.33 2.62 4.82 14 Slaney Healthcare Private Limited influence through controlling interest (Other Related Party) Principal actuarial assumption 1. Rate of discounting 7.10 7.10 7.80 7.80 2. Expected return on plan assets 7.10 -- 7.80 -- 3. Rate of increase in salaries 6.00 6.00 6.00 6.00
157 158
156 157 (b) Transactions with related parties (c) Outstanding Balances as at March 31, 2017 (` in Million) (` in Million) Sr. For the year For the year Nature of transaction Relationship Sr. For the year For the year No. 2016-2017 2015-2016 Nature of transaction Relationship No. 2016-2017 2015-2016 (i) Professional Fees (i) Dr. Vikram I. Shah Key Management personnel - Dr. Vikram I. Shah Key Management personnel 44.73 130.52 - Trade Payable 3.53 3.60 - Dr. Darshini V. Shah Relative of Key Management Personnel 26.78 27.84 (ii) Dr. Darshini V. Shah Relative of Key
(ii) Unsecured Loan taken - Trade Payable Management personnel 3.45 5.83 - Dr. Vikram I. Shah Key Management personnel -- 360.00 (iii) Uranus Medical Devices Limited Other Related Party - Zodiac Mediquip Limited Associate Company 2.55 23.20 - Loans and Advance -- 0.04 (iii) Unsecured Loan repaid - Trade Payable 0.40 0.12 - Dr. Vikram I. Shah Key Management personnel -- 430.00 - Zodiac Mediquip Limited Associate Company -- 0.27 (viii) Shalby Orthopaedic Hospital and Other Related Party Research Center (iv) Advance towards Reimbursement of Expenditure - Rent Payable 0.68 0.15 - Zodiac Mediquip Limited Associate Company -- 0.12 (ix) Zodiac Mediquip Limited Associate Company - Slaney Healthcare Private Limited Other Related Party 0.09 -- - Trade Payable 0.76 0.86 (v) Advances received back - Commission Payable 0.04 -- - Uranus Medical Devices Limited Other Related Party -- 0.02 - Short term Borrowing 30.95 28.40 (vi) Purchase of medicines, - Interest Payable 5.13 1.64 materials and consumables - Slaney Healthcare Private Limited Other Related Party 0.63 0.50 (vi) Friends of Shalby Foundation Other Related Party - Uranus Medical Devices Limited Other Related Party 0.33 -- - Trade Payable 0.01 0.01
(vii) Rent Expenses (vii) Slaney Healthcare Private Limited Other Related Party - Dr. Vikram I. Shah Key Management personnel 6.90 6.00 - Trade Payable -- 0.35 - Shalby Orthopaedic Hospital and Other Related Party 0.76 0.66 - Other Receivables 0.12 -- Research Centre
(viii) Rent Income - Slaney Healthcare Private Limited Other Related Party 0.06 --
(ix) Interest Expense - Dr. Vikram I. Shah Key Management personnel -- 4.71 - Zodiac Mediquip Limited Associate Company 1.09 1.79
(x) Salary - Ravi Bhandari Key Management personnel 7.92 7.74 - Mr. Shanay V. Shah Relative of Key Management Personnel 3.90 3.42
(xi) Commission Expense - Zodiac Mediquip Limited Associate Company 0.13 0.15
(xii) Guest House Expenses - Zodiac Mediquip Limited Associate Company 1.75 0.65
(xiii) Catering Charges Income - Slaney Healthcare Private Limited Other Related Party 0.03 --
159 160
158 159 46 CONTINGENT LIABILITIES AND CAPITAL COMMITMENTS 47. CORPORATE SOCIAL RESPONSIBILITY (a) Gross amount required to spend by the company: (` in Million) (` in Million) As at As at For the year ended For the year ended Nature of transaction Particulars March 31, 2017 March 31, 2016 March 31, 2017 March 31, 2016
A Contingent Liabilities not provided for in respect of Opening unspent Amount 14.55 6.17 (i) Claim against the company not acknowledged as debt 55.80 19.06 Amount required to be spent 9.53 8.38 (ii) Income tax Demand for Assessment Years Amount spent during the period / year (*) -- -- 2010-2011 24.61 24.61 Unspent amount carried forward 24.08 14.55 2011-2012 13.43 13.43 (*) The amount spent during the period / year on: 2012-2013 2.06 2.06 2014-2015 13.31 - Sr. Yet to be paid in Particulars In cash / cheque Total (`) No. cash / cheque 53.41 40.10 (i) Construction / acquisition of any assets ------(iii) Letter of Credit 58.93 51.06 (ii) On purposes other than (i) above. ------(iv) Bank Guarantee 7.72 3.52 (v) Sales Tax Demand including Interest & Penalty for Financial Years (Based on expert advice received by client) 48. (a) DUE TO MICRO, SMALL AND MEDIUM ENTERPRISE (` in Million) 2009-2010 5.42 5.42 Sr. As at As at Particulars 2010-2011 2.02 2.02 No. March 31, 2017 March 31, 2016 2011-2012 2.91 1.82 1 Principal amount and interest due thereon remaining unpaid to NIL NIL 2012-2013 1.96 2.07 any supplier as at the end of each accounting year. 2013-2014 5.20 2.94 2 The amount of interest paid by the buyer in terms of section 16, NIL NIL of the Micro Small and Medium Enterprise Development Act, 2006 (vi) Tax Deducted at Sources Demand for Assessment Year along with the amounts of the payment made to the supplier 2008-2009 to 2016-2017 2.60 1.04 beyond the appointed day during each accounting year. 2014-2015 29.97* 41.30 3 The amount of interest due and payable for the period of delay in NIL NIL (*Including Interest of ` 21.04 Million) making payment (which have been paid but beyond the appointed (vii) Export Obligation under EPCG Scheme 46.19 57.18 day during the year) but without adding the interest specified B Capital Commitments under Micro Small and Medium Enterprise Development Act, 2006. Estimated amount of contract remaining to the executed 4 The amount of interest accrued and remaining unpaid at the end NIL NIL on capital accounts (Net of Advances) 951.42 280.00 of each accounting year; and 5 The amount of further interest remaining due and payable even NIL NIL in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the MSMED Act 2006.
The Group companies have initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been compiled to the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006)
(b) The Parent company has circulated letters of Balance Confirmation to Sundry Debtors, Sundry Creditors and the parties to whom loans and advances have been granted. Confirmations were received in some cases and the differences, if any, although non significant, are under reconciliation.
161 162
160 161 -- --
49. DISCLOSURE ON SPECIFIED BANK NOTES (SBNS) INR 4.02 2.93 5.38 3.52 1.00 7.35 India (1.09) 27.67 16.80 94.68 During the year, the Company had specified bank notes or other denomination notes as defined ( ` in Million) Limited
in the MAC notification G.S.R. 308(E) dated March 31, 2017 on the details of Specified Bank Healthcare Yogeshware Notes (SBN) held and transacted during the period from November 08, 2016 to December 30, 2016, the denomination wise SBNs and other notes as per the notification is given below: -- --
` KSH 1.64 1.57 5.01 2.71 3.34 ( in Million) 0.66 0.06 (0.07) (0.68) Kenya Other Kenya
Particulars SBNs* Total Shalby denomination notes Limited
Closing cash in hand as on November 08, 2016 39.62 0.45 40.07 ------(+) Permitted receipts 4.98 68.76 73.74 -- INR 0.21 1.00 India (0.02) (0.02) (-) Permitted payments -- 20.97 20.97 (0.30) 0.50 0.01
(-) Amount deposited in Banks 44.60 33.38 77.98 Shalby Limited
Closing cash in hand as on December 30, 2016 -- 14.86 14.86 International -- (*) For the purposes of this clause, the term `Specified Bank Notes' shall have the some meaning provided in -- INR 0.38 1.00 India 96.09 20.98 81.04 18.00 the notification of the Government of India in the Ministry of Finance Department of Economic Affairs 55.00 100.00 100.00
number S.O. 3407(E), dated the November 08, 2016 Shalby Limited Hospitals Vrundavan -- --
50. ADDITIONAL INFORMATION AS REQUIRED UNDER SCHEDULE III TO THE COMPANIES ACT, INR 4.80 (22.45) 2.15 6.95 (22.07) 1.00 4.80 (33.05) India 95.00 0.24 111.62 325.53 2013, OF ENTERPRISES CONSOLIDATED AS SUBSIDIARY. 116.66
(` in Million) Griffin
Net Assets i.e. Total Assets Share in Mediquip LLP minus Total Liabilities Profit/(Loss) Name of the Enterprise As % of As % of Amount in Amount in Consolidated Consolidated ` Million ` Million Net Assets profit or (loss)
Parent Shalby Limited 103.18 2806.45 101.02 680.86 Subsidiaries Indian Vrundavan Shalby Hospitals Limited (0.55) (15.05) (3.33) (22.45) Shalby International Limited 0.01 0.20 0.00 (0.02) Yogeshwar Healthcare Limited 0.40 10.87 0.60 4.02 Griffin Mediquip LLP 0.19 5.04 0.71 4.80 Name of Subsidiary Foreign Shalby Kenya Limited (0.02) (0.62) 0.24 1.64 Adjustments on Consolidation (3.23) (87.75) (0.71) (4.81) 99.98 2719.14 98.53 664.04 RULE 5 OF COMPANIES (ACCOUNTS) RULES, 2014 IN THE PRESCRIBED FORM AOC-1 RELATING TO SUBSIDIARY Minority Interest COMPANIES/ENTITY Reporting Currency Reporting Country Proposed dividend and tax thereon Proposed Profit / (Loss) after tax / (Loss) Profit Tax Expense / (Credit) Tax Profit / (Loss) Before Tax Before / (Loss) Profit Total Liabilities Total Income Turnover/Total Total Assets Total Exchange Rate Exchange Investments (except in case of investment in the subsidiaries) investment in case of (except Investments Share capital /Partner capital capital /Partner Share and Surplus Reserves % of shareholding % of
Indian 0.02 0.58 1.47 9.89 51.WITH READ 2013, ACT COMPANIES THE OF 129 SECTION OF (3) SUB-SECTION TO PROVISO FIRST TO PURSUANT STATEMENT Total : 100.00 2719.72 100.00 673.93
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162 163 52. STATEMENT OF MANAGEMENT (a) The current assets, loans and advances are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent stated other wise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes. (b) Consolidated Balance Sheet, Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement read together with the schedules to the accounts and notes thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and results of the Company for the year under review. 53. Previous year figures have been regrouped, reclassified and reworked wherever necessary to correspond with the current year’s classification / disclosure.
FOR G. K. CHOKSI & CO. FOR AND ON BEHALF OF THE BOARD [FirmFOR G.Registration K. CHOKSI No. & 101895W] CO. Chartered[Firm Registration Accountants No. 101895W] Chartered Accountants DR. VIKRAM I. SHAH SHYAMALSHYAMAL S. JOSHI S. JOSHI RAVI BHANDARIRAVI S. BHANDARI Chairman & Managing Director DirectorDirector Chief ExecutiveChief Executive Officer Officer SHAUNAK V. MUZUMDAR DIN: 00011653 DIN: 00005766DIN: 00005766 Partner Mem. No. 37571 June 28, 2017 S L KOTHARI JAYESHJAYESH R. PATEL R. PATEL June 28,June 2017 28, 2017 Ahmedabad Chief Financial Officer CompanyCompany Secretary Secretary AhmedabadAhmedabad
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