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Fortis Healthcare Ltd.

BSE: 532843 Sector: Health care
NSE: FORTIS ISIN Code: INE061F01013
BSE 15:57 | 27 Mar 2018 Fortis Healthcare Ltd
NSE 05:30 | 01 Jan 1970 Fortis Healthcare Ltd
OPEN 150.55
PREVIOUS CLOSE 147.70
VOLUME 3201239
52-Week high 230.90
52-Week low 106.65
P/E
Mkt Cap.(Rs cr) 7,388
Buy Price 143.45
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00
OPEN 150.55
CLOSE 147.70
VOLUME 3201239
52-Week high 230.90
52-Week low 106.65
P/E
Mkt Cap.(Rs cr) 7,388
Buy Price 143.45
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Fortis Healthcare Ltd. (FORTIS) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting here the Nineteenth Annual Report of yourCompany alongwith the Audited Standalone and Consolidated Financial Accounts and theAuditors’ Report thereon for the Year ended March 31 2015.

FINANCIAL RESULTS

The highlights of Consolidated Financial Results of your Company and its Subsidiariesare as follows:

[Rs. in Million]

Consolidated
Particulars Year ended March 31 2015 Year ended March 31 2014
Continuing Operations
Operating Income 39658.62 34918.81
Other Income 958.32 1673.76
Total Income 40616.94 36592.57
Total Expenditure 38352.23 34397.71
Operating Profit 2264.71 2194.86
Less: Finance Charges Depreciation & Amortization 3863.41 4329.98
Loss before exceptional items and tax (1598.70) (2135.12)
Exceptional items 3.32 (51.26)
Loss before tax (1595.38) (2186.38)
Less: Tax Expenses 45.31 106.63
Net Profit for the year (1640.69) (2293.01)
Profits/ (Losses) attributable to minority interest (138.72) (6.55)
Share in profits of associate companies 593.33 111.41
Profit/ (Loss) for the year from continuing operations (A) (1186.08) (2188.15)
Discontinuing Operations
Profit/ (Loss) before tax from discontinuing operations (237.45) 3617.89
Tax expense of discontinuing operations 17.25 158.41
Profit/ (Loss) after tax and before minority interest from discontinuing operations (254.70) 3459.48
Share in profits/ (losses) of associate companies 2.50 (2.85)
Profits/ (losses) attributable to minority interest 1.29 (43.06)
Profit for the year from discontinuing operations (B) (250.91) 3413.57
Profit for the year (A+B) (1436.99) 1225.42

The highlights of financial results of your Company as a Standalone entity are asfollows:

[Rs. in Million]

Standalone
Particulars Year ended March 31 2015 Year ended March 31 2014
Operating Income 6106.41 3689.08
Other Income 2179.12 2296.38
Total Income 8285.53 5985.46
Total Expenditure 7593.14 4493.35
Operating Profit 692.39 1492.11
Less: Finance Charges and Depreciation 1077.67 1077.80
Profit/ (loss) before exceptional items and tax (385.28) 414.31
Exceptional items 26.54 -
Profit/ (loss) before tax (358.74) 414.31
Less: Tax Expenses (19.69) 174.36
Net Profit for the year (339.05) 239.95

STATE OF COMPANY’S AFFAIR OPERATING RESULTS AND PROFITS

For the Financial Year 2014-15 the Company recorded audited consolidated operatingincome from continuing operations of Rs. 39659 Million a growth of 14% over the previousyear operating income of Rs. 34919 Million. However including the revenue from thediscontinued operations i.e. Fortis Surgical Hospital and RadLink Asia Singapore of Rs.1742 Million overall revenues for the Company stood at Rs. 41401 Million compared toRs. 47593 Million in Financial Year 2013-14.

Consolidated total income (including other income) from the continuing operations forthe Financial Year 2014-15 was at Rs. 40617 Million compared to Rs.36593 Million in theprevious year. Operating profit for the year stood at Rs. 2265 Million compared to Rs.2195 Million in the previous year. The Net Profit after Tax but before Profitsattributable to Minority Interest and Share in the profits of Associates for thecontinuing operations stood at Rs. (1641) Million as against Rs. (2293) Million for thecorresponding previous year. The Net Profit after Tax but before Profits attributable toMinority Interest and Share in the profits of Associates from discontinued operationsstood at Rs. (255) Million as against Rs. 3459 Million for the corresponding previousyear. The Net profit for the year (including both continuing and discontinuing operations)was Rs. (1437) Million against Rs. 1225 Million in the previous year.

Your Company continues to endeavor to offer high quality affordable healthcare servicesto its patients & thegeneralpublic.Ithasduringtheyearcommissioned a number of newmedical programs and specialties in various facilities & has made considerableprogress in strengthening its medical offerings in Oncology Gastroenterology &Hepatobiliary science Sports Othropedics & Arthroscopy integrated orthopedics &Spine and dermatology & cosmotelogy. With steadfast focus on patient centricity &clinical excellence your Company strives to bridge the huge demand-supply gap prevalent inhealthcare delivery services in the country & continues to undertake a number ofgrowth & development ambitions across the organisation.

As of March 31 2015 the healthcare verticals of the Company primarily comprise daycare specialty diagnostics and tertiary and quaternary care. As of March 31 2015 theCompany had a network of 54 healthcare facilities (including projects under development)with approximately 4700 operational beds and the potential to reach over 9000 beds. InIndia the Company is one of the largest private healthcare chains comprising a network of52 healthcare facilities including 32 operating facilities 14 satellite and heartcommand centres located in public and private hospitals and 6 healthcare facilityprojectswhichareunderdevelopmentoraregreenfield land sites. In addition its Indiandiagnostics business has a presence in over 450 cities and towns with an establishedstrength of 264 laboratories including 131 self-operated laboratories 27 laboratorieslocated in Fortis healthcare facilities 21 wellness centres and 3 internationallaboratories. It also has over 6400 collection points which includes 68 collectioncenters that are owned and 59 collection centres at locations outside India. Your Companyis driven by the vision of becoming a global leader in the integrated healthcare deliveryspace and the larger purpose of saving and enriching lives through clinical excellence.

Further there are no significant material order passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations and thereis no change in the nature of the business of the Company.

DIVIDEND AND TRANSFER TO RESERVES

Keeping in view the losses for the year under review the Board of Directors of yourCompany has not recommended any dividend for the Financial Year 2014-15. Accordinglythere has been no transfer to general reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2014-15 AND THE DATE OF THE REPORT

• SRL Reach Limited became a wholly owned subsidiary of SRL Limited w.e.f. May 12015.

• The Company (through its step down subsidiary Fortis Healthcare InternationalPte. Ltd) has sold its entire equity stake in Fortis Healthcare Singapore Pte Ltd for atotal consideration of SGD 55 Million in April 2015.

• The Company (through its step down subsidiary Fortis Healthcare InternationalPte. Ltd) has sold its entire equity stake in Radlink Asia Pte Ltd and its subsidiariesfor a total consideration of SGD 111 Million in May 2015.

• As per the agreed issue terms the Company has redeemed on due date theoutstanding USD 100 million 5% Foreign Currency Convertible Bonds (FCCBs) listed onLuxembourg Stock Exchange.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

During the year under review:

• Fortis Healthcare Australia Pty Ltd one of the step-down subsidiary of theCompany has been deregistered w.e.f. October 22 2014;

• Fortis Hospitals Limited one of the subsidiary of the Company has acquired theentire shareholding of M/s. Birdie & Birdie Realtors Private Limited (w.e.f. May 62014) together with the possession and full control of the entire assets and properties ofthe said company having a total enterprise value of the of Rs. 250 crore making it a stepdown subsidiary of your Company; and

• The Company has incorporated one subsidiary viz. Fortis CSR Foundation onSeptember 22 2014 to undertake CSR activities as specified in Schedule VII to CompaniesAct 2013.

During the year under review the following subsidiaries of the Company have changedtheir names:

S. No. Old name New Name
1. Fortis Health Management (West) Limited Fortis La Femme Limited
2. Fortis Health Management (South) Limited Fortis Cancer Care Limited

Further note that your Board of Directors have adopted a policy for determining"material subsidiary" pursuant to Clause 49 V D of Listing Agreement enteredwith Stock Exchanges. The said policy is available at http://cdn.fortishealthcare.com/pdf/Policy_on_material_nonlisted_company.pdf.

In terms of the said policy Fortis Hospitals Limited (FHsL) is considered as aMaterial Subsidiary and accordingly all necessary compliances have been carried outincluding but not limited to appointment of Independent Director from the Board of FortisHealthcare Limited on the Board of FHsL.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

The consolidated financial statements of the Company and its subsidiaries prepared inaccordance with applicable accounting standards issued by the Institute of CharteredAccountants of India forms part of the Annual Report. In terms of the Section 136 of theCompanies Act 2013 financial statements of the subsidiary companies are not required tobe sent to the members of the Company. The Company will provide a copy of separate annualaccounts in respect of each of its subsidiary to any shareholder of the Company who asksfor it and said annual accounts will also be kept open for inspection at the registeredoffice of the Company and that of subsidiary. Performance and financial position of eachof Subsidiaries Associates and Joint Ventures included in the Consolidated FinancialStatements of the Company is annexed herewith as Annexure-I in the prescribed format (FormAOC-1).

LOANS/ADVANCES/INVESTMENTS

Particulars of Loans/Advances/Investments given and outstanding during the FinancialYear 2014-15 are mentioned in Notes to Financial Statements.

PUBLIC DEPOSITS

During the year under review your Company has not invited or accepted any depositsfrom the public pursuant to the provisions of Section 73 of the Companies Act 2013 readwith Companies

Acceptance of Deposit) Rules 2014 and therefore no amount of principal or interestwas outstanding in respect of deposits from the Public as of the date of Balance Sheet.

AUDITORS Statutory Auditors

M/s. S.R. Batliboi & Co. LLP Chartered Accountants Statutory Auditors of yourCompany will retire at the conclusion of the ensuing Annual General Meeting. It isproposed to appoint M/s. Deloitte Haskins & Sells LLP as Statutory Auditors of theCompany for a period of 5 years.

The Company has received a letter dated July 28 2015 from them to the effect thattheir appointment if made would be within the limit prescribed under Section 139 ofCompanies Act 2013 and that they are not disqualified for such re-appointment within themeaning of Section 141 of the Act.

Based on the recommendations of the Audit and Risk Management Committee the Board ofDirectors of the Company proposes the appointment of M/s Deloitte Haskins & Sells LLPChartered Accountants as the Statutory Auditors of the Company at the ensuing AnnualGeneral Meeting of the Company.

The existing Statutory Auditors have in their report to the Board of Directors on theFinancial Statements of the Company made the following comments which are self explanatoryand are categorised as "Matter of emphasis" hence no comments in this regardhas been offered by your Board of Directors:

(a) Attention is drawn to Note 12(i) and (ii) and 11(A) & (B) to the consolidatedfinancial statements regarding matters relating to tax demands and termination of certainland leases allotted by Delhi Development Authority (DDA) respectively against one of thesubsidiaries ("Escorts Heart Institute and Research Centre Limited") more fullydescribed therein. Based on the advice given by the external legal counsel no provision/adjustment has been considered necessary by the Group in this regard in the consolidatedfinancial statements. Our opinion is not qualified in respect of these matters.

(b) Attention is drawn to Note 11(C) to the consolidated financial statements regardingnon-compliance with the order of Hon’ble High Court of Delhi in relation to provisionof free treatment/ beds to poor by one of the subsidiaries ("Escorts Heart Instituteand Research Centre Limited") more fully described therein. Based on legal opinionno provision/ adjustment has been considered necessary by the Group in this regard in theconsolidated financial statements. Our opinion is not qualified in respect of this matter.

(c) Attention is drawn to Note 11(D) to the consolidated financial statements relatingto the order of Navi Mumbai Municipal Corporation (NMMC) received by one of thesubsidiaries ("Hiranandani Healthcare Private Limited") concerning allegedcontravention of the provisions of Bombay Nursing Home Registration (Amended) Act 2005and more fully described therein. Based on the advice given by the external legal counselno provision/ adjustment has been considered necessary by the Group in this regard in theconsolidated financial statements. Our opinion is not qualified in respect of this matter.

Cost Auditors

Pursuant to Section 148 of the Companies Act 2013 read with The Companies (CostRecords and Audit) Amendment Rules 2014 the cost audit records maintained by the Companyin respect of its hospital activity is required to be audited. Your Directors had on therecommendation of the Audit and Risk Management Committee appointed M/s. JitenderNavneet & Co. Cost Accountants to audit the cost accounts of the Company for theFinancial Year 2014-15 at a remuneration of Rs.2.30 lac (plus out of pocket expenses andtaxes). As required under the Companies Act 2013 the remuneration payable to the costauditors is required to be placed before the Members in a general meeting forratification. Accordingly a resolution seeking Member’s ratification for theremuneration payable to M/s Jitender Navneet & Co. Cost Auditors is included at ItemNo. 7 of the Notice convening the Annual General Meeting.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Dr. K. R. Chandratre Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as"Annexure II".

The Secretarial Auditor in his report to the Board of Directors of the Company made thefollowing comments:

"The company has paid remuneration of Rs. 53243061 to Mr. Malvinder MohanSingh Chairman & Whole time Director without the prior approval of CentralGovernment and an application for approval made to the Central Government ispending."

Management Comments:-

The Company has applied to the Central Government for variation in remuneration of Mr.Malvinder Mohan Singh Executive Chairman for the Financial Year 2014-15 and 2015-16. TheNomination and Remuneration Committee of the Company has approved payment of remunerationsubject to/ pending Central Government’s approval. In line with provisions ofCompanies Act 2013 Mr. Malvinder Mohan Singh has given an undertaking that incase Company doesn’t receive Central Government approval or if approval is accordedfor a lesser amount he would be refunding back the excess to the Company.

Internal Auditors

Upon the recommendation of the Audit and Risk Management Committee the Board ofDirectors has appointed Mr. Rajiv Puri Head Risk and Internal Audit as the Chief InternalAuditor of the Company and authorized him to engage independent firms for conducting theinternal audit for the Financial Year 2014-15. Accordingly M/s. Axis RiskConsulting Services Private Limited KPMG and Pricewaterhousecoopers Private Limited wereengaged to perform Internal Audit for the Company.

CAPITAL STRUCTURE/STOCK OPTION

The Company currently manages its stock options through "Employee Stock OptionPlan 2007" and "Employee Stock Option Plan 2011" ("Schemes") asapproved by the shareholders. The Nomination and Remuneration Committee of the Board ofDirectors of the Company inter alia administers and monitors the Schemes of theCompany. Each option when exercised would be converted into one fully paid up equity shareof Rs. 10 each of the Company. During the year under review 240000 options were grantedby the Company under ESOP 2011. Further another grant of 100000 stock options have beenmade under ESOP 2011 in the Financial Year 2015-16 till date. Disclosure pursuant to thesecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014for the year ended March 31 2015 is available at http://www.cdn.fortishealthcare.com/0.90949600_1439359342_ ESOP-Disclosure_2014-15.pdf and forms part ofthis Directors Report.

During the year under review under the terms of the "Employee Stock Option Plan2007" 21500 stock options were exercised and the Company has allotted 19100 equityshares of Rs. 10 each till March 31 2015. The balance 2400 stock options were allottedduring the Financial Year 2015-16.

The certificate from the Statutory Auditors of the Company stating that the Schemeshave been implemented in accordance with the SEBI Guidelines would be placed at the AnnualGeneral Meeting for inspection by members.

The Company has not made any provision of money for purchase of or subscription forits own shares or of its holding Company.

Details pertaining to shares in suspense account are specified in the report ofCorporate Governance forming part of the Board Report.

Extract of Annual Return is annexed herewith as Annexure III.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

Particulars required under Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of

"The Companies (Accounts) Rules 2014" regarding Conservation of Energy andTechnology Absorption is given in Annexure IV forming part of the Board Report. Furtherdetails pertaining to Foreign Exchange Earnings and Outgo forms part of the FinancialStatements.

CORPORATE SOCIAL RESPONSIBILITY I Ethos – As a Social Enterprise Theconcept of public service is deeply embedded in the very fabric of Fortis since itsinception and is enshrined in the words of our founding Chairman Dr. Parvinder Singh whosevision was ‘to create a world class integrated healthcare delivery system entailingthe finest medical skills combined with compassionate patient care’. There can be nolarger calling or purer intent than to serve mankind and alleviate human suffering. We areindeed fortunate that this philosophy is so entwined and fundamental to the very nature ofour business of healthcare.

Community service is therefore not new to us. Ever since Fortis was set up in 2001 wehave continually endeavored to provide access to quality healthcare for all. While thestory of India’s economic growth is remarkable equally obvious are itssocio-economic problems such as poverty illiteracy and the lack of healthcare. As acompany focused on healthcare we believe we can play a role in bridging the gap betweenthe privileged and the less privileged to make a profound impact on the well-being of thecommunity. In order to do this in a sustainable manner we have created a robust model ofcorporatized healthcare that is self- sufficient viable and for-profit such that whilewe serve the interests of our stakeholders we do it in a manner that also furthers asocial need.

II An Enabling Social Enterprise Model

Corporate Social Responsibility efforts at Fortis are varied and leverage our corecompetencies and experience (organizational and that of the people who we employ) linkedto healthcare and seek to provide access to those who need it the most and at asignificantly reduced / subsidized cost. We also support awareness campaigns providefacilities for the aged organize health camps and have instituted a number of healthcaretraining programs’ and patient support groups. Our social responsibilityprograms’ are implemented through the Fortis Charitable Foundation (FCF). At a macrolevel if one looks back at the last decade of our work we are proud to have contributedtowards:

a. Building Competencies and Capacity

Our contributions have been directed at creating and building competencies and capacityin the healthcare space in the country. This is particularly noteworthy in an era oftremendous shortages. Establishing a network of large hospitals across the country wehave been instrumental in providing an environment conducive for medical work and havesuccessfully created an ecosystem where many healthcare professionals have found itpossible to pursue their career aspirations and even more importantly for those who hadgone overseas for lack of adequate opportunities to return to the country. This brain gainand reverse flow of talent has also led to global learning’s and best practices beingapplied locally. Equally our experts have enjoyed the satisfaction of working on cuttingedge technologies and performing the latest procedures back home in their own country.

Having created such platforms for knowledge exchange Fortis has become the trainingground for many of the country’s finest doctors nurses medics paramedics andhospital support staff. They continue to carry on the good work today in virtually everynook and corner of the country providing medical care to an ever-growing population.Changing society in a very profound way and making it healthier. b. Partnerships forSocial change

Fortis has been conceived with the mission of bringingthefruitsof modernhealthcare toan ever widening population base in the country. A healthier population has directlinkages to productivity gains the state of the economy and to a society that is betteroff as a result. Scalability and accelerating this positive change in an environment whichoffers tremendous headroom for further improvement therefore is crucial to our game-plan.With this in mind we have been busy creating a network of like-minded partners who arepossessed with a similar mission of bettering the health status of our fellow countrymen.These linkages are vital. Our ecosystem today is much enlarged and we hope this willcreate a multiplier effect as industry bodies like NATHEALTH through which we have beenable to enlist the support of numerous pharmaceutical companies diagnostic firms andmedical equipment manufacturers join our common efforts to improve overall health andprovide succor to the needy.

c. Industry Standards and Protocols

On the clinical side with a view to setting benchmarks and improving healthcaredelivery we have pushed for JCI accreditations at many of the Fortis hospitals so thatmedical facilities protocols and outcome expectations can be standardized and benchmarkedwith the best available globally. Our work process protocols and standards of care andpatient experience set the benchmark and spur many other aspiring medical establishmentsin the country to upgrade emulate and adopt the standards lifting the state of theindustry as a whole.

THE JOURNEY SO FAR - A SOCIALLY RESPONSIBLE ENTERPRISE

At a more granular level Fortis is a forerunner in supporting and promoting socialcharitable healthcare. Over the past decade we have established ourselves as aninstitution dedicated not only to high quality treatment but to capacity building anddissemination of medical information supporting a range of stakeholders. Our work hasenabled us to mobilize resources provide guidance set protocols and standards and aboveall lead the way as a healthcare provider.

As we pioneer the development of corporatized healthcare delivery models we are alsoacutely aware of our position as a member of society and in this regard have continuouslydriven programsandinitiativesleadingsocialawareness and change. While all of theseinitiatives are difficult to mention some core areas include:

MOTHER AND CHILD

Fortis aims to contribute towards a "healthy Nation through healthyyoungsters" who will be the future of tomorrow. Our programs have focused on thehealth of the Mother & Child.

Amongst our numerous mother and child programs a few deserve special attention.

Under our Congenital Heart Disease program Fortis has collaborated with multiplepartners conducting over 4500 surgeries for children born with congenital heart defects.This transformative intervention provided children the chance to lead a normal life. TheFortis Foundation has also committed to support Operation Smile another initiativein transformative intervention for children who are born with a cleft lip/palate. Thesupport helps provides a normal life post corrective surgery to many such children bornwith this deformity. Our Program focusing on children also provides new hope to childrenwith Epilepsy which otherwise is a huge deterrent in their day-today lives. Thesesurgeries give them a chance to lead normal lives allowing them to be a part of societywithout fear of epileptic attacks.

WOMEN

Fortis believes that gender is one of the critical determinants for societal health andwell-being. With that outlook we prioritize women’s empowerment and capacitybuilding at all our centers.

Our focus is provision of medical support for survivors of violence and addressingtheir mental health. To this end our effort is to help acid attack victims. The treatmentis a long drawn process that runs into years given the protracted multiple surgeries &laser sittings required for a survivor. Apart from the surgical intervention the mostimportant part of the treatment is psychological support to the victims and carving apathway for rehabilitation through partners that allows them financial independence& a place in society for the future.

In keeping with the same Fortis was a sponsor for an year- long radio campaign"Fever Voice of Change" on different concerns related to women including acidattack in partnership with an FM Channel "fever 104" with John Abraham as thecampaign ambassador.

DISASTER RELIEF

A core area of commitment at Fortis is providing emergency medical relief services topeople in disaster hit areas. Every Fortis facility has a 5 member Disaster Response team(DRT) and over 500 employees have registered as volunteers.

In the past we have been present to support relief efforts during the Fire in MasoodpurSlums in Vasant Kunj the Floods in Uttarakhand the Leh Flash Floods in 2010 and theBihar Floods in 2008.

In the recent past 50 volunteers comprising ofDoctorsNursesParamedicsandAdministration staff went to Srinagar and its surroundingareas in 2014 for a month to provide assistance to people affected by the floods. FortisFoundation extended not only the medical support but also essentials like warm clothesblankets food etc. to protect those affected.

Similarly after the Nepal earthquake in 2015 our team of 24 medical professionalsspent 10 days providing medical aid to over 5000 people.

HEALTHCARE INFRASTRUCTURE

Fortis believes in sharing its experience and learning’s in promoting thesustainability of public charitable medical infrastructure. Our support to such facilitiesis a responsibility we own as a healthcare leader. This support helps sustain thecharitable infrastructures. In the absence of such guidance and assistance it couldcollapse at the cost of their target audience who needs it the most i.e. individuals atthe bottom of the pyramid.

In this effort Fortis has been actively collaborating with a reputed CharitableInstitution by helping it streamline and run its laboratory facilities. This support hashelped in improving its efficiency and releasing critical resources to support patientfacing efforts. This support helps the above 3 Lac patients who visit this facilityannually and receive free treatment.

In addition we collaborate and support in the running of charitable OPD clinics inJaipur and Amritsar allowing for existing infrastructure to be better leveraged andsustained.

As part of the current National Focus Fortis Foundation sponsored the construction ofa 100 toilets supporting an initiative by the "World Toilet Organization"(WTO) a Singapore based not for profit company. It is also the knowledge partner of"Care Today Fund" the CSR initiative by the India Today Group. The aim being tohelp socially relegated people especially women in India who had no access to toilets.Construction of 200 toilets is also being executed through "Nanhi Chaan"foundation in Himachal Pradesh and other select areas.

SPECIAL LIVES

Fortis Foundation has over the years sponsored many critical surgeries for underprivileged and in doing so has transformed their lives. While difficult to mention all afew highlighted cases are:

Keshav Prashar a 5 years old child needed three different Chemotherapyprotocols and a surgery. To save his life he needed an allogeneic Bone Marrow Transplantfrom his father followed by radiation. Fortis Foundation sponsored his entire treatment.

Yohan a 7 year old boy had a condition of undescended testicles from the time ofhis birth. He needed surgeries and was brought in by an NGO "Human dreams (India)family home" for abandoned children. The first corrective surgery took place in July2014 at FMRI Gurgaon.

Hiralal from Maharashtra belongs to an economically weaker section of society. Hecould not afford the cost of a heart transplant. Fortis Malar Chennai sponsored histransplant.

Baby Prateeksha was abandoned at the door steps of an NGO by her biological motherthe day she was born. Prateeksha had multiple complications apart from congenital heartdefect (CHD). The doctors at FMRI stabilised the baby over a period of 2 weeks at thehospital. Her heart surgery will be supported under the Little Hearts Program.

The Fortis foundation is a key partner in the Cancerthon a joint initiative byFortis Healthcare NDTV & ICS. We are committed to supporting the government in theircause to fight cancer among young Indians.

AWARENESS AND COMMUNICATION

Fortis believes that generating awareness and disseminating health information at everylevel of society is key to preventing illnesses and increasing knowledge amongst thegeneral population especially for those who have limited access to information.

Our hospitals and partners focus on health awareness camps all over India. Ourpamphlets focusing on different diseases are distributed freely and our ‘SundayConversations’ are aimed at discussing the different aspects of healthcare.

Under ‘The Global Dignity – India’ Program we aim to promote the messageof dignity amongst theyoungergeneration.Launchedin2013Fortis together with itslike-minded partners have reached out to 193 schools 3241 children & 277 teacherswithin a short span through sessions held at over 100 schools around India dealing withissues from a healthcare prespective.

Fortis has conducted awareness Programmes for under privileged girls people fromeconomically weaker sections of society students NGO’s Police Governmentagencies cancer patients and a range of others to generate awareness about illnesses andprevention in an attempt at creating a healthier society.

Particulars pursuant to clause (o) of sub-section (3) of Section 134 of the CompaniesAct 2013 read with Rule 9 of the Companies (Corporate Social Responsibility) Rules 2014is given in Annexure V forming part of the Board Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of Directors had on the recommendation of the Nomination and RemunerationCommittee appointed Ms. Lynette Joy Hepburn Brown as Non Executive Independent Director onMay 29 2015 and Mr. Ravi Umesh Mehrotra as Non Executive Non Independent Director &Ms. Shradha Suri Marwah in capacity of Independent Director on March 26 2015. TheShareholders had at the last Annual General Meeting of the Company held on September 242014 confirmed the appointment of Ms. Lynette Joy Hepburn Brown for a period of fiveyears. Also the Shareholders vide Postal Ballot dated May 4 2015 approved theappointment of Mr. Mehrotra and Ms. Shradha as Independent Directors of the Company for aperiod of five years.

Pursuant to Section 152 of the Companies Act 2013 read with the Clause 86 of theArticles of Association of your Company Mr. Harpal Singh Director is liable to retire byrotation at the ensuing Annual General Meeting and being eligible have offered himselffor re-appointment. The Board re-commends his reappointment.

Brief resume of directors seeking appointment and reappointment along with otherdetails as stipulated under Clause 49 of the Listing Agreement are provided in the Noticefor convening the Annual General Meeting.

Mr. Gurcharan Das was liable to retire by rotation in the last Annual General Meetingof the Company held on September 24 2014. However he offered not to be re-appointed asDirector.

AllIndependentDirectorshavesubmitteddeclarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

During the Financial Year 2014-15 six meetings were held by the Board of Directors.The details of board/committee meetings and the attendance of

Directors are provided in the Corporate Governance Report.

Details of KMP are as under:

Name Designation
1Mr. Shivinder Mohan Singh Managing Director
2Mr. Aditya Vij Chief Executive Officer
3Mr. Gagandeep Singh Bedi Chief Financial Officer
Mr. Rahul Ranjan Company Secretary
4Mr. Sandeep Puri Chief Financial Officer
5Mr. Bhavdeep Singh Chief Executive Officer

1 Designated as KMP w.e.f. May 28 2015 and resigned as KMP w.e.f. August 6 2015

2 Resigned w.e.f. December 31 2014

3 Designated as KMP w.e.f. September 24 2014

4 Resigned as KMP w.e.f. September 24 2014

5 Appointed as KMP w.e.f. August 6 2015

Disclosures regarding the following are mentioned in report on Corporate Governanceforming part of this report:

1. Number of Board Meetings;

2. Composition of Committee(s) of the Board of Director and other details;

3. Details of establishment of Vigil Mechanism;

4. Details of remuneration paid to all the Directors including Stock options; and

5. Commission received by Managing Director and/or Whole Time Director.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out performance evaluation of its own performance thedirectors individually chairman as well as the evaluation of the working of its Audit andRisk Management Committee Nomination and Remuneration Committee (NRC) StakeholdersRelationship Committee and Corporate Social Responsibility Committee.

The Company had engaged an independent consultant for looking at the best practicesprevalent in the industry and advising with respect to evaluation of Board members. On thebasis of recommendations of the consultant following process of evaluation was followed:

Stage Procedure Remarks
I Data Collection/ Gathering Individual Assessment:
Self evaluation forms (SEF) were circulated to all the Directors by the scrutinizer. All Directors submitted the SEF to the scrutinizer.
II Data Analysis and Discussion Assessment by NRC and Independent Directors (IDs)
NRC discussed and evaluated the performance of all Directors.
IDs evaluated the performance of all Non Independent Directors Chairman and Board & its committees
Assessment by Board of Directors
Board of Directors evaluated the performance of all Directors and overall performance of the Board and its committees.
III Outcome Recording and Reporting Outcome of the discussions and analysis made by NRC and IDs were placed before the Board for its consideration.
The Board gave its comments and assessment on the evaluation process.

Managerial Remuneration:

Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are as under:

(a) Comparision and ratio of the remuneration of each director to the medianremuneration of the employees of the Company for the Financial Year 2014-15

Name of the Director* Remuneration of Director (Rs. in Crore) Median Remuneration of employees (Rs. in Crore) Ratio
Mr. Malvinder Mohan Singh 5.32 0.02 231.90 : 1
Mr. Shivinder Mohan Singh 5.36 0.02 231.90 : 1

*None of the other Directors are paid any remuneration except sitting fees.

(b) The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any during the financial yearunder review

Name of Director/ KMP Designation % increase in Remuneration
Mr. Malvinder Mohan Singh Executive Chairman
Mr. Shivinder Mohan Singh Executive Vice Chairman
1Mr. Aditya Vij Chief Executive Officer
2Mr. Gagandeep Singh Bedi Chief Financial Officer 21.45
Mr. Rahul Ranjan Company Secretary 12.53
3Mr. Sandeep Puri Chief Financial Officer 7.48
4Mr. Bhavdeep Singh Chief Executive Officer 7.48

1 Resigned w.e.f. December 31 2014

2 Appointed as CFO w.e.f. September 24 2014

3Resigned w.e.f. September 24 2014

4Appointed as CEO w.e.f. August 6 2015

(c) The percentage increase in the median remuneration of employees in the financialyear is 7%; (d) The number of permanent employees on the rolls of Company is3333 as on March 31 2015. (e) The explanation on the relationship between averageincrease in remuneration and Company performance

Looking at the organizational performance and the overall industry performance yourCompany has fared well. We have seen a steady year on year growth in the Companyperformance and the average increase in remuneration is closely linked to this growth.

(f) Comparison of the remuneration of the Key Managerial Personnel (Individually andCollectively) against the performance of the Company

Key Managerial Personnel CTC (Amount in Rs.) Revenue
Mr. Gagandeep Singh Bedi 5365909 Rs.61064.07 lacs
Mr. Aditya Vij 27567944 (CTC is prorated as he has worked only for 9 months in FY 14-15)
Mr. Rahul Ranjan 3843558
Mr. Sandeep Puri 12875910 (CTC is prorated as he has worked only for part of the FY 14-15)
Total 49653321

Mr. Shivinder Mohan Singh was appointed as KMP w.e.f. May 28 2015 and resgined as KMPw.e.f. August 6 2015. Also Mr. Bhavdeep Singh was appointed as KMP w.e.f. August 6 2015.

(g) Variations in the market capitalisation of the Company price earnings ratio as onMarch 31 2015 and March 31 2014 and percentage increase/decrease in the marketquotations of the shares of the Company in comparison to the rate at which the Companycame out with the last public offer

Particulars As on March 31 2014 As on March 31 2015
Market capitalization (Rs.in crore) 4535 7636
*Price earnings ratio
Rate at which the Company came out with the last public offer 108 108
i.e. in 2007 (Rs.)
Share price as at (Rs.) 98 165
% Increase or decrease in share price -9.5 52.8

*In view of the losses the Price earnings ratio cannot be calculated

(h) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and any exceptionalcircumstances for increase in the managerial remuneration

Particulars For the Financial Year 2014-15
(A) Average percentile increase already made in the salaries of employees other than the managerial personnel 13%
(B) Percentile increase in the managerial remuneration Comparison of (A) and (B) 0%
Justification N.A.
Any exceptional circumstances for increase in the managerial remuneration N.A.

(j) There is no variable component in the remuneration being paid to directors

(k) There is no employee who received remuneration in excess of the highest paiddirector during the year under review; (l) Remuneration has been paid to Directorsand KMPs is as per the Remuneration Policy of the Company.

Remuneration Policy:

The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributesindependence of a Director etc. Details of Remuneration Policy are stated in the CorporateGovernance Report.

The Company has from time to time familiarised the Board of Directors with theCompany’s operations their roles rights responsibilities in the Company nature ofthe industry in which the Company operates business model of the Company etc. The sameis governed by a template viz Board of Directors Governance Standard and it is availableat http://www.fortishealthcare.com/pdf/Board_of_Directors.pdf

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5(2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by theMembers at the Registered Office of the Company during business hours on working days ofthe Company upto the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the period under reviewwere on an arm’s length basis and in the ordinary course of business. There are fewmaterially significant Related Party Transactions made by the Company with other relatedparties as described under Corporate Governance Report of the Company forming part of theAnnual Report. Disclosures as required under Section 134(3) (h) read with Rule 8(2) of theCompanies (Accounts) Rules 2014 are given in Annexure VI in Form AOC 2 as specifiedunder Companies Act 2013.

All Related Party Transactions are placed before the Audit and Risk ManagementCommittee for approval as required under Clause 49 of the Listing Agreement. Prior omnibusapproval of the Audit and Risk Management Committee is obtained for the transactions whichare of a foreseen and repetitive nature. The transactions entered into pursuant to theomnibus approval so granted are audited and a statement giving details of all relatedparty transactions is placed before the Audit and Risk Management Committee for theirapproval on a quarterly basis.

The Company has developed a Related Party Transactions Framework and Standard OperatingProcedures for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website and the same is available at the following link:http://www.fortishealthcare.com/pdf/Related_ Party_Transactions_Framework_Document.pdfNone of the Directors has any pecuniary relationship or transaction vis--vis theCompany except to the extent of sitting fees and remuneration approved by the Board ofDirectors.

RISK MANAGEMENT POLICY

The Company has developed and implemented a Risk Management Policy. The said policy isbeing implemented and monitored by the Audit and Risk Management Committee. Thedetails thereof are covered under Management and Discussion Analysis Report which formspart of the Annual Report.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT

Your Company has adopted a Policy for Prevention Prohibition and Redressal of sexualharassment. As per the requirement of The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act2013 (‘Act’) and Rules madethereunder your Company has constituted Internal Complaints Committees (ICC). During theyear twelve complaints with allegations of sexual harassment were filed with the Companyand the same were investigated and resolved as per the provisions of the Act.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement forms part of this Annual Report.

REPORT ON CORPORATE GOVERNANCE

Your Company continues to place greatest emphasis on managing its affairs withdiligence transparency responsibility and accountability.

Your Company is committed to adopting and adhering to the best Corporate Governancepractices recognized globally. Your Company understands and respects its fiduciary roleand responsibility towards stakeholders and the society at large and strives hard toserve their interests resulting in creation of value and wealth for all stakeholders atall times.

The report of Board of Directors of the Company on Corporate Governance is given in thesection titled "Report on Corporate Governance" forming part of this AnnualReport.

Certificate of M/s. Sanjay Grover & Associates Company Secretary in Whole-TimePractice regarding compliance with the Corporate Governance requirements as stipulated inClause 49 of the Listing Agreement with the Stock Exchanges is annexed with the CorporateGovernance Report.

CODE OF CONDUCT

Declaration by Mr. Malvinder Mohan Singh Executive Chairman confirming compliance withthe ‘Fortis Code of Conduct’ is enclosed with Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company for financial year ended March 31 2015and of the loss of the company for the said period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their gratitude to the Central Government StateGovernments and all other Government agencies for the assistance cooperation andencouragement they have extended to the Company.

Your Directors also take this opportunity to extend a special thanks to the medicalfraternity and patients for their continued cooperation patronage and trust reposed inthe Company.

Your Directors also greatly appreciate the commitment and dedication of all theemployees at all levels that has contributed to the growth and success of the Company.Your Directors also thank all the strategic partners business associates Banksfinancial institutions and our shareholders for their assistance co-operation andencouragement to the Company during the year.

On behalf of the Board of Directors
Sd/-
Date : August 6 2015 Malvinder Mohan Singh
Place : Gurgaon Executive Chairman

Annexure I to Directors’ Report

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES

(Rs. in lacs)

S. No. Name of the subsidiary Reporting period for the subsidiary concerned if different from the holding company’s reporting period Reporting currency and Exchange rate as on the last date of the relevant Fi- nancial year in the case of foreign subsidiaries. Share capital Reserves & surplus Total assets Total Liabilities Investments Turnover Profit before taxation Provision for taxation Profit after taxation Proposed Dividend % of shareholding
1 Escorts Heart Institute and Research Centre Limited 31-Mar-15 INR 1.00 240.21 73711.05 118106.60 44155.34 16174.62 35784.01 4204.51 1679.67 2524.85 100.00%
2 Fortis Healthstaff Limited 31-Mar-15 INR 1.00 490.00 (1486.25) 275.52 1271.77 102.81 314.09 (99.91) 7.14 (107.06) 29.00%
3 Fortis Asia Healthcare Pte. Ltd 31-Mar-15 USD 62.34 16228.66 39575.60 215415.22 159610.96 184200.51 609.43 (7460.33) (7460.33) 100.00%
4 Fortis Healthcare International Pte. Limited 31-Mar-15 SGD 45.43 158655.21 (39702.91) 126695.09 7742.79 26819.39 5589.15 2929.01 2929.01 100.00%
5 Fortis Healthcare Singapore Pte Limited 31-Mar-15 SGD 45.43 0.05 (26522.64) 59806.71 86329.35 34582.52 3905.80 (8843.46) (8843.46) 100.00%
6 Radlink Asia Pte Limited 31-Mar-15 SGD 45.43 8317.62 (1318.46) 7056.16 57.01 2104.00 605.52 151.07 (8.86) 142.21 100.00%
7 Radlink Medicare Pte Limited 31-Mar-15 SGD 45.43 0.05 85.24 100.27 14.98 775.44 74.61 127.48 (7.46) 120.02 100.00%
8 Drs Thompson & Thompson (Radlink Medicare) Pte Limited 31-Mar-15 SGD 45.43 0.05 243.05 412.38 169.29 850.41 57.11 (3.50) 53.61 90.86 85.00%
9 Radlink Medicare (Bishan) Pte Limited 31-Mar-15 SGD 45.43 159.01 (132.58) 52.02 25.59 264.57 2.05 2.05 70.00%
10 Radlink Medicare (Woodlands) Pte Limited 31-Mar-15 SGD 45.43 204.44 (187.61) 18.04 1.20 (1.53) (1.53) 70.00%
11 Radlink Medicare (Tampines) Pte Limited 31-Mar-15 SGD 45.43 45.43 218.36 302.89 39.10 435.91 62.96 (3.61) 59.35 100.00%
12 Radlink Medicare (Jurong East) Pte Limited 31-Mar-15 SGD 45.43 0.00 (380.61) (379.81) 0.80 (1.51) (1.51) 100.00%
13 Clinic 1866 Pte Limited 31-Mar-15 SGD 45.43 45.43 (18.84) 27.69 1.09 (1.25) (1.25) 100.00%
14 Healthcare Clinic & Surgery Pte. Limited 31-Mar-15 SGD 45.43 0.00 (90.96) (87.18) 3.78 100.00%
15 Radlink Diagnostic Imaging (S) Pte Limited 31-Mar-15 SGD 45.43 1337.56 8307.80 11689.73 2044.36 131.26 6713.26 1763.00 (117.98) 1645.02 100.00%
16 Drs Lim Hoe & Wong Radiology Pte Limited 31-Mar-15 SGD 45.43 149.93 249.02 532.24 133.29 650.71 81.68 (1.52) 80.16 100.00%
17 Healthcare Diagnostic Services Pte Limited 31-Mar-15 SGD 45.43 0.05 18.21 19.06 0.80 (1.43) (1.43) 100.00%
18 Radlink Women & Fetal Imaging Centre Pte. Limited 31-Mar-15 SGD 45.43 0.00 336.74 106.35 (230.39) 167.43 42.85 (2.47) 40.38 100.00%
19 Radlink Pet & Cardiac Imaging Centre Pte Limited 31-Mar-15 SGD 45.43 0.00 (830.10) 1853.89 2683.99 45.43 3211.68 422.58 (61.67) 360.91 100.00%
20 Singapore Radio Pharmaceuticals Pte Limited 31-Mar-15 SGD 45.43 45.43 (4946.79) 3666.99 8568.35 1367.44 (605.85) 42.74 (563.10) 100.00%
21 Singapore Molecular Therapy Centre Pte Limited 31-Mar-15 SGD 45.43 0.00 (37.29) 4.13 41.43 (1.09) (1.09) 100.00%
22 Mena Healthcare Investment Company Limited 31-Mar-15 AED 16.97 18.96 (813.76) 31.15 825.94 31.15 (0.85) (0.85) 82.54%
23 Medical Management Company Limited 31-Mar-15 AED 16.97 31.15 681.89 818.27 105.23 (2.01) (2.01) 82.54%
24 SRL Diagnostics FZ LLC (Formerly Super Religare Laboratories International FZ LLC) 31-Mar-15 AED 16.97 50.92 (11839.10) 2321.80 14109.98 2894.92 (1935.58) (1935.58) 100.00%

STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES

(Rs. in lacs)

S. No. Name of the subsidiary Reporting period for the subsidiary concerned if different from the holding company’s reporting period Reporting currency and Exchange rate as on the last date of the relevant Fi- nancial year in the case of foreign subsidiaries. Share capital Reserves & surplus Total assets Total Liabilities Investments Turnover Profit before taxation Provision for taxation Profit after taxation Proposed Dividend % of shareholding
25 Fortis Healthcare Middle East LLC 31-Mar-15 AED 16.97 49.00%
26 Hiranandani Healthcare Private Ltd 31-Mar-15 INR 1.00 400.00 (291.80) 9057.19 8948.99 12591.80 1752.73 1752.73 85.00%
27 Fortis La Femme Limited 31-Mar-15 INR 1.00 5.00 (41.09) 4.77 40.86 (6.53) (6.53) 100.00%
28 Fortis CSR Foundation 31-Mar-15 INR 1.00 5.00 (0.29) 4.71 0.00 (0.29) (0.29) 100.00%
29 SRL Limited 31-Mar-15 INR 1.00 8449.38 71114.69 101083.32 21519.25 39124.41 54683.30 7139.67 2383.05 4756.62 71.45%
30 SRL Diagnostics Private Limited 31-Mar-15 INR 1.00 395.82 (5309.61) 21715.85 26629.64 1175.88 29102.38 (1764.65) (1764.65) 71.45%
31 Fortis Healthcare International Limited 31-Mar-15 USD 62.34 19590.49 2066.70 107438.18 85780.99 8545.46 810.87 4889.57 4889.57 100.00%
32 Fortis Global Healthcare (Mauritius) Limited 31-Mar-15 USD 62.34 520.64 3741.57 100195.41 95933.21 275.25 32.69 32.69 100.00%
33 Fortis Hospitals Limited 31-Mar-15 INR 1.00 4030.06 44701.03 212733.59 164002.50 8359.71 195388.99 (12483.79) (3917.13) (8566.66) 100.00%
34 Fortis Cancer Care Limited 31-Mar-15 INR 1.00 5.00 (404.69) 1849.04 2248.74 617.75 0.82 (285.07) (285.07) 100.00%
35 Lalitha Healthcare Private Limited 31-Mar-15 INR 1.00 81.16 (709.38) 1814.18 2442.41 0.25 2150.29 8.06 8.06 67.23%
36 Fortis Malar Hospitals Limited 31-Mar-15 INR 1.00 1860.95 7184.75 10994.04 1948.34 5.00 11792.57 1167.09 401.14 765.95 111.58 63.20%
37 Malar Star Medicare Limited 31-Mar-15 INR 1.00 5.00 78.35 6420.24 6336.89 36.57 29.50 9.27 20.24 63.20%
38 Fortis C-Doc Healthcare Limited 31-Mar-15 INR 1.00 676.77 (1236.64) 1471.51 2031.38 1709.89 (497.84) (497.84) 60.00%
39 Fortis Health Management (East) Limited 31-Mar-15 INR 1.00 5.00 (390.25) 661.74 1046.99 1119.16 (165.61) (165.61) 88.00%
40 Birdie and Birdie Realtors Private Limited 31-Mar-15 INR 1.00 1.00 (4307.74) 9805.96 14112.70 276.00 (267.79) 773.05 (1040.84) 100.00%
41 Fortis Hospotel Limited 31-Mar-15 INR 1.00 29377.02 33927.08 164865.51 101561.41 71515.00 22541.02 6464.45 (104.41) 0.07 64.72%

 

For and on behalf of the Board of Directors of
Fortis Healthcare Limited
Sd/- Sd/-
Malvinder Mohan Singh Shivinder Mohan Singh
Executive Chairman Executive Vice Chairman
DIN 00042981 DIN 00042910
Sd/- Sd/-
Rahul Ranjan Gagandeep Singh Bedi
Company Secretary Chief Financial Officer
Membership No.: A17035 CA Membersship No.: 087813

STATEMENT PURSUANT TO SECTION 129 (3) OF THE COMPANIES ACT 2013 RELATED TO ASSOCIATECOMPANIES AND JOINT VENTURES

(Rs. in lacs)

Sl. No. Name of Associates/Joint Ventures Latest audited Balance Sheet Date Shares of Associate/ Joint Ventures held by the company on the year end Description of how there is significant influence Reason why the associate/joint venture is not consolidated Networth attributable to Shareholding as per latest audited Balance Sheet Profit / Loss for the year
No. in lacs Amount of Investment in Associates/ Joint Venture Extend of Holding % i. Considered in Consolidation i. Not Considered in Consolidation
1 Religare Health Trust 31-Mar-15 2206.77 57904.71 28.00% Associate Not Applicable 53307.93 5002.91
2 Medical and Surgical Centre Limited 31-Mar-15 1646.71 1312.69 28.89% Associate Not Applicable 2856.33 80.84
3 Lanka Hospitals Corporation PLC 31-Dec-14 641.21 22185.98 28.60% Associate Not Applicable 6317.00 698.46
4 Town Hall Clinic Pte Limited 31-Dec-14 0.00 157.47 30.00% Associate Not Applicable (175.30) 42.02
5 DDRC SRL Diagnostic Services Private Limited 31-Mar-15 25.00 1175.88 50.00% Joint Venture Not Applicable 1484.30 165.04
6 Super Religare Reference Laboratories (Nepal) 31-Mar-15 2.40 150.00 50.00% Joint Venture Not Applicable 136.74 (1.99)
Private Limited
7 Fortis Cauvery 31-Mar-15 NA a partnership firm 51.00% Joint Venture 30.81 176.77
8 Fortis Emergency Services Limited 31-Mar-15 0.25 2.45 49.00% Associate Not Applicable (1599.47) (459.10)
9 Fortis Medicare International Limited 31-Mar-15 0.98 47.68 49.00% Associate Not Applicable (1486.74) (81.32)
10 Sunrise Medicare Private Limited 31-Mar-15 0.03 0.31 31.26% Associate Not Applicable 0.68 0.06

 

For and on behalf of the Board of Directors of
Fortis Healthcare Limited
Sd/- Sd/-
Malvinder Mohan Singh Shivinder Mohan Singh
Executive Chairman Executive Vice Chairman
DIN 00042981 DIN 00042910
Sd/- Sd/-
Rahul Ranjan Gagandeep Singh Bedi
Company Secretary Chief Financial Officer
Membership No.: A17035 CA Membersship No.: 087813

Annexure II to Directors’ Report

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule 9 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Fortis Healthcare Limited

Escorts Heart Institute and Research Centre Okhla Road

New Delhi-110025

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Fortis Healthcare Limited(hereinafter called ‘the Company’). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the Company has duringthe audit period covering the financial year ended on 31 March 2015 (‘AuditPeriod’) complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31 March 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and therules made thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’): -

(a) The Securities and Exchange Board of India (Substantial Acquisition ofShares and Takeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the Company during the Audit Period);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 notified on 28 October 2014;

(e) The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008;

(Not applicable to the Company during the Audit Period)

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not applicable to the Company during the Audit Period); and (h)The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998 (Notapplicable to the Company during the Audit Period).

(vi) I further report that having regard to the compliance systemprevailing in the Company and on examination of the relevant documents and records inpursuance thereof on test-check basis the Company has complied with the following lawsapplicable specifically to the Company:

(a) Clinical Establishment (Registration and Regulation) Act 2010 and Rules madethereunder;

(b) Drugs Control Act 1950 and Rules made thereunder;

(c) Transplantation of Human Organs Act 1994 and bye laws made thereunder. I havealso examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries ofIndia (Not notified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above except that during theperiod under review:-

a) The company has paid remuneration of Rs.53243061 to Mr. Malvinder MohanSingh Chairman & Whole time Director without the prior approval of CentralGovernment and an application for approval made to the Central Government is pending.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Advance seven days notice is given to all directors to schedule the Board Meetingsagenda and detailed notes on agenda were sent in advance of the meetings and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

I further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period:

(a) A special resolution pursuant to section 180(1)(a) and (c) of the Companies Act2013 was passed at the Annual General Meeting dated 24 September 2014 to approve:-i. Theincrease in the borrowing limits (apart from temporary loans obtained/ to be obtained fromthe Company’s Bankers in the ordinary course of business) upto Rs. 6000 Crore; and ii.Creation of charge mortgage hypothecation in addition to the existing chargesmortgages and hypothecations created by the Company on such movable and immovableproperties both present and future or the whole or substantially the whole of theundertaking or undertakings of the Company subject to the limits approved under section180(1)(c) of the Act.

(b) A special resolution pursuant to section 62(1) of the Act was passed at theAnnual General Meeting dated September 24 2014 for offer issue and allotment of equityshare GDRs ADRs FCCBs FCEBs FCDs NCDs with warrants or any other financialinstruments convertible into or linked to equity shares through public issue(s) and/ orprivate placements in accordance with applicable laws upto a limit of USD 500 Million orits equivalent in Indian Rupees.

(c) A special resolution pursuant to section 180(1)(a) of the Act was passed by wayof postal ballot dated 13 November 2014 (result declared on 29 December 2014) to sell thewhole or substantially whole of the undertaking to any person on such terms and conditionsas may be mutually decided between the Board and such other person and no undertaking ofthe company has been sold out during the period under review.

(d) The Company allotted 1800 800 and 16500 equity shares of Rs.10 each on 8 May2014 22 September 2014 and 13 March 2015 respectively under the Employee Stock OptionPlan 2007; and

(e) In terms of "Employee Stock Option Scheme - 2011" approval wasgranted by the Nomination and Remuneration Committee for 240000 Stock Options on 12November 2014.

Dr. K R Chandratre Place: Pune
FCS No. 1370 C P No: 5144 Date: 6 August 2015

Annexure III to Directors’ Report

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

As on Financial Year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12(1) of the Company(Management & Administration) Rules 2014.

I. REGISTRATION & OTHER DETAILS:

S. No. Particulars Details
1 CIN L85110DL1996PLC076704
2 Registration Date February 28 1996
3 Name of the Company Fortis Healthcare Limited
4 Category/Sub-category of the Company Public Company/Limited by Shares
5 Address of the Registered office & contact details Escorts Heart Institute and Research Centre Okhla Road
New Delhi-110025
Tel.: +91-11-4713 5000/2682 5000 Fax: +91-11-26825013
Email Id: secretarial@fortishealthcare.com
Website : www.fortishealthcare.com
6 Whether listed company Yes
7 Name Address & contact details of the Registrar & Transfer Agent if any. Karvy Selenium Tower B Plot 31-32 Gachibowli
Financial District Nanakramguda Hyderabad – 500 008
Tel.: 040 – 23420818 - 825
Fax: 040 - 23420814
Email: einward.ris@karvy.com
Website:www.karvy.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

S. No. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the Company
1 To establish maintain operate run manage or administer hospitals medicare healthcare diagnostic health aids and research centers 861 100%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

S. No Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1 RHC Holding Private Limited U67190DL2007PTC162322 Ultimate Holding Company 0.02 2(46)
2 Fortis Healthcare Holdings Private Limited U65993DL2001PTC152641 Holding Company 71.20 2(46)
3 Hiranandani Healthcare Private Limited U85100MH2005PTC154823 Subsidiary Company 85.00 2(87)
4 Fortis Hospotel Limited (Board Controlled Subsidiary) U74899HR1990PLC054770 Subsidiary Company 64.72 2(87)
5 Fortis La Femme Limited (formerly known as Fortis Health Management (West) Limited) U85100DL2011PLC217500 Subsidiary Company 100.00 2(87)
6 Fortis Health Management (East) Limited U85190DL2011PLC217462 Subsidiary Company 88.00 2(87)
7 Fortis Cancer Care Limited (formerly known as Fortis Health Management (South) Limited) U85110DL2011PLC217420 Subsidiary Company 100.00 2(87)
8 Fortis Healthcare Singapore Pte Ltd N.A. Subsidiary Company 100.00 2(87)
9 Fortis Healthcare International Limited N.A. Subsidiary Company 100.00 2(87)
10 Escorts Heart Institute and Research Centre Limited U85110CH2000PLC023744 Subsidiary Company 100.00 2(87)
11 Lalitha Healthcare Private Limited U85110KA2005PTC035863 Subsidiary Company 67.23 2(87)
12 Fortis Malar Hospitals Limited L85110DL1989PLC276986 Subsidiary Company 63.20 2(87)
13 Fortis Hospitals Limited U93000DL2009PLC222166 Subsidiary Company 100.00 2(87)
14 Fortis Global Healthcare (Mauritius) Limited N.A. Subsidiary Company 100.00 2(87)
15 Malar Stars Medicare Limited U93000TN2009PLC072209 Subsidiary Company 63.20 2(87)
16 Fortis Asia Healthcare Pte. Limited N.A. Subsidiary Company 100.00 2(87)
17 Fortis C-Doc Healthcare Limited U85110DL2010PLC208379 Subsidiary Company 60.00 2(87)
18 Fortis HealthStaff Limited) (Board Controlled Subsidiary) U85194DL1984PLC205390 Subsidiary Company 29.00 2(87)
19 SRL Limited U74899DL1995PLC070603 Subsidiary Company 71.45 2(87)
20 SRL Diagnostics Private Limited U85195DL1999PTC217659 Subsidiary Company 71.45 2(87)
21 Fortis Healthcare International Pte Limited N.A. Subsidiary Company 100.00 2(87)
22 Radlink-Asia Pte Limited N.A. Subsidiary Company 100.00 2(87)
23 Drs Thompson & Thompson (Radlink Medicare) Pte Limited N.A. Subsidiary Company 85.00 2(87)
24 Radlink Medicare Pte Limited N.A. Subsidiary Company 100.00 2(87)
25 Radlink Medicare (Bishan) Pte Limited N.A. Subsidiary Company 70.00 2(87)
26 Radlink Medicare (Woodlands) Pte Limited N.A. Subsidiary Company 70.00 2(87)
27 Radlink Medicare (Tampines) Pte Limited N.A. Subsidiary Company 100.00 2(87)
28 Radlink Medicare (Jurong East) Pte Limited N.A. Subsidiary Company 100.00 2(87)
29 Clinic 1866 Pte Limited N.A. Subsidiary Company 100.00 2(87)
30 Radlink Diagnostic Imaging (s) Pte Limited N.A. Subsidiary Company 100.00 2(87)
31 Drs Lim Hoe & Wong Radiology Pte Limited N.A. Subsidiary Company 100.00 2(87)
32 Healthcare Diagnostic Services Pte Limited N.A. Subsidiary Company 100.00 2(87)
33 Radlink Women & Fetal Imaging Centre Pte Limited N.A. Subsidiary Company 100.00 2(87)
34 Radlink Pet & Cardiac Imaging Centre Pte Limited N.A. Subsidiary Company 100.00 2(87)
35 Singapore Radiopharmaceuticals Pte Limited N.A. Subsidiary Company 100.00 2(87)
36 Singapore Molecular Therapy Centre Pte Limited N.A. Subsidiary Company 100.00 2(87)
37 Healthcare Clinic and Surgery Pte. Limited N.A. Subsidiary Company 100.00 2(87)
38 Mena Healthcare Investment Company Limited N.A. Subsidiary Company 82.54 2(87)
39 SRL Diagnostics FZ-LLC (formerly known as Super Religare Laboratories International FZ LLC) N.A. Subsidiary Company 100.00 2(87)
40 Medical Management Company Limited N.A. Subsidiary Company 82.54 2(87)
41 Fortis Healthcare Middle East LLC N.A. Subsidiary Company 49.00 2(87)
42 Fortis CSR Foundation U85100DL2014NPL271782. Subsidiary Company 100.00 2(87)
43 Birdie and Birdie Realtors Private Limited U45400DL2008PTC173959 Subsidiary Company 100.00 2(87)
44 Sunrise Medicare Private Limited U74899DL1983PTC014923 Associate Company 2(6)
45 Fortis Medicare International Limited N.A. Associate Company 2(6)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of Shareholders No. of Shares held as on 01-April-2014 No. of Shares held as on 31-March-2015
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
(1) Indian
a) Individual/ 103419 103419 0.02 103419 103419 0.02 0
HUF
b) Central Govt
c) State Govt(s)
d) Bodies Corp. 330050529 330050529 71.32 330050529 330050529 71.32 0
e) Banks / FI
f) Any other
Sub-total (A) (1):- 330153948 330153948 71.34 330153948 330153948 71.34 0
(2) Foreign
a) NRIs - Individuals 0 0 0 0 0 0 0 0 0
b) Other – Individuals 0 0 0 0 0 0 0 0 0
c) Bodies Corp. 0 0 0 0 0 0 0 0 0
d) Banks / FI 0 0 0 0 0 0 0 0 0
e) Any Other 0 0 0 0 0 0 0 0 0
Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0
Total shareholding of Promoter (A)= (A)(1)+(A)(2) 330153948 330153948 71.34 330153948 330153948 71.34 0
B. Public Shareholding
1. Institutions
a) Mutual Funds 2238150 2238150 0.48 1996 1996 0 (0.48)
b) Banks / FI 1395735 1395735 0.31 1287342 1287342 0.28 (0.03)
c) Central Govt
d) State Govt(s)
e) Venture Capital Funds
f) Insurance
Companies
g) FIIs 42076820 42076820 9.09 39959126 39959126 8.63 (0.46)
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total (B) (1):- 45710705 45710705 9.88 41248464 41248464 8.91 (0.97)
2. Non- Institutions
a) Bodies Corp.
i) Indian 22785978 22785978 4.93 21424514 21424514 4.63 (0.30)
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs. 1 lakh 21896948 147939 22044887 4.77 20719529 125251 20844780 4.50 (0.27)
ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh 10489727 64000 10553727 2.28 14108445 14000 14122445 3.06 0.78
c) Others
Foreign 670194 670194 0.14 670194 670194 0.14 0
Collaborators
Non Resident 1021954 57500 1079454 0.23 3650638 57500 3708138 0.80 0.57
Indians
Foreign Bodies 29531398 29531398 6.38 29531398 29531398 6.38 0
Foreign
Nationals
Clearing 113773 113773 0.02 1018283 1018283 0.22 0.20
Members
Trusts 18750 18750 0 11750 11750 0 0
Directors 123500 123500 0.03 71500 71500 0.02 (0.01)
Sub-total (B) (2):- 85982028 939633 86921661 18.78 90536057 866945 91403002 19.75 0.97
Total Public Shareholding (B)=(B)(1)+ (B)(2) 131692733 939633 132632366 28.66 131784521 866945 132651466 28.66
C. Shares held by Custodian for GDRs & ADRs
Grand Total (A+B+C) 461846681 939633 462786314 100 461938469 866945 462805414 28.66

(ii) Shareholding of Promoters-

Sl. No. Shareholder’s Name

Shareholding as on 01-April-2014

Shareholding as on 31-March-2015
No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Fortis Healthcare Holdings Private Limited 329591529 71.22 69.72 329591529 71.22 74.90 0
2 Malav Holdings Private Limited 240750 0.05 0.00 240750 0.05 0.00 0
3 RHC Holding Private Limited 218250 0.05 0.00 218250 0.05 0.00 0
4 Harpal Singh 58003 0.01 0.00 58003 0.01 0.00 0
5 Arundhati Singh 12100 0.00 0.00 12100 0.00 0.00 0
6 Shivinder Mohan Singh 11508 0.00 0.00 11508 0.00 0.00 0
7 Malvinder Mohan Singh 11508 0.00 0.00 11508 0.00 0.00 0
8 Abhishek Singh 10300 0.00 0.00 10300 0.00 0.00 0

(iii) Change in Promoters’ Shareholding – There is no change inPromoter’s Shareholding

(iv) Shareholding Pattern of top ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs): Refer Appendix I

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. No. Shareholding of each Director and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year
No. of shares % of total shares of the company No. of shares % of total shares of the company
1 Mr. Malvinder Mohan Singh
At the beginning of the year 11508 0.00 11508 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year 11508 0.00 11508 0.00
2 Mr. Shivinder Mohan Singh
At the beginning of the year 11508 0.00 11508
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year 11508 0.00 11508
3. Dr. Brian William Tempest
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
4. Mr. Gurcharan Das (ceased to be director w.e.f. September 24 2014)
At the beginning of the year 10000 0.00 10000 0.00
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment/ transfer / bonus/ sweat equity etc.): NIL
At the end of the year N.A.
5. Mr. Harpal Singh
At the beginning of the year 58003 0.01 58003 0.01
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year 58003 0.01 58003 0.01
6. Ms. Joji Sekhon Gill
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
7. Ms. Lynette Joy Hepburn Brown (appointed w.e.f. May 29 2014)
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
8. Mr. Pradeep Ratilal Raniga
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
9. Dr. Preetinder Singh Joshi
At the beginning of the year 33000 0.01 33000 0.01
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year 33000 0.01 33000 0.01
10. Mr. Ravi Umesh Mehrotra (appointed w.e.f. March 26 2015)
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
11. Mr. Sunil Godhwani
At the beginning of the year 38500 0.01 38500 0.01
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year 38500 0.01 38500 0.01
12. Ms. Shradha Suri Marwah (appointed w.e.f. March 26 2015)
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
13. Mr. Udai Dhawan
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
14. Mr. Aditya Vij (resigned w.e.f. December 31 2014)
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year N.A.
15. Mr. Rahul Ranjan
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL
16. Mr. Sandeep Puri (resigned w.e.f. September 24 2014)
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year N.A.
Mr. Gagandeep Singh Bedi(appointed w.e.f. September 24 2014)
At the beginning of the year NIL
Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/ bonus/ sweat equity etc.): NIL
At the end of the year NIL

V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accruedbut not due for payment.

(Amount in Rs. lacs)

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 15458.33 112455.06 127913.40
ii) Interest due but not paid
iii) Interest accrued but not due 2230.01 2230.01
Total (i+ii+iii) 15458.33 114685.08 130143.41
Change in Indebtedness during the financial year
* Addition 6480.59 6480.59
* Reduction 7381.41 3575.28 10956.69
Net Change (7381.41) 2905.31 (4476.10)
Indebtedness at the end of the financial year
i) Principal Amount 8076.92 115320.73 123397.66
ii) Interest due but not paid
iii) Interest accrued but not due 213112.65 213112.65
Total (i+ii+iii) 8076.92 117590.38 125667.31

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

(Amount in Rs.)

Sl. No. Particulars of Remuneration Name of MD/WTD/ Manager Total Amount (A)
Malvinder Mohan Singh Shivinder Mohan Singh
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income- tax Act 1961 52200000 52200000
(b) Value of perquisites u/s 17(2) 0 0
Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 0 0
2 Stock Option NIL NIL
3 Sweat Equity NIL NIL
4 Commission NIL NIL
- as % of profit
- others specify…
5 Others- (Leave encashment and other benefits as per the Company’s Policy) 1043061 1366871
Total 53243061 53566871 106809932

 

Ceiling as per the Act The aggregate remuneration shall not exceed 10% of the Net Profits of the Company calculated under Section 197 of the Act

B. Remuneration to other Directors -

Sl. No. Name of Directors *Particulars of Remuneration - Gross Sitting Fees
(Amount in Rs.)
1 Independent Directors
Dr. Brian William Tempest 730000
Ms. Joji Sekhon Gill 520000
Ms. Lynette Joy Hepburn Brown 440000
Mr. Pradeep Ratilal Raniga 530000
Dr. Preetinder Singh Joshi 810000
Ms. Shradha Suri Marwah 100000
Total (1) 3130000
2 Other Non-Executive Directors
Mr. Gurcharan Das 140000
Mr. Harpal Singh 680000
Mr. Ravi Umesh Mehrotra 100000
Mr. Sunil Godhwani 420000
Mr. Udai Dhawan 340000
Total (2) 1680000
Total (B)=(1+2) 4810000
Total Managerial Remuneration 111619932
(A+B)

 

Overall Ceiling as per the Act Sitting fees is payable upto the Maximum amount as specified under Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

*No commission was paid to any of the Directors for the Financial Year 2014-15

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/ WTD -

SI No. Particulars of Remuneration Key Managerial Personnel (KMP)
(Amount in Rs.)

1Mr. Aditya Vij (CEO)

2Mr. Sandeep Puri (CFO)

3Mr. Gagandeep Singh Bedi (CFO)

Mr. Rahul Ranjan (CS)
1 Gross salary 23351914 12875910 5365909 3843558
(a) Salary as per provisions contained in section 17(1) of the Income-Tax Act 1961 NIL NIL NIL NIL
(b) Value of perquisites u/s 17(2) 4216030 0 0 0
Income-Tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-Tax Act 1961 NIL NIL NIL NIL
2 *Stock Option Granted (in Nos.) 800000 400000 300000 25000
3 Sweat Equity NIL NIL NIL NIL
4 Commission NIL NIL NIL NIL
- as % of profit - - - -
Others specify… - - - -
5 Others please specify NIL NIL NIL NIL
Total 27567944 12875910 5365909 3843558

1 Resigned w.e.f. December 31 2014

2Resigned w.e.f. September 24 2014

3Appointed w.e.f. September 24 2014

*No Stock option has been exercised by any of the KMPs

VII. Neither any penalty / punishment was levied against the Company nor there was anycase of Compounding of Offences made against the Company during the Financial Year2014-15.

On behalf of the Board of Directors
Sd/-
Malvinder Mohan Singh
Executive Chairman

Appendix I

CHANGE IN SHAREHOLDING OF TOP 10 SHAREHOLDERS OF THE COMPANY DURING THE FINANCIAL YEAR2014-15

Shareholding at the begginning of the Year Cumulative Shareholding during the Year
Sl. no. Type Name of the Share Holder No of Shares % of total shares of the company Date of Change Increase/ Decrease in share holding Reason No of Shares % of total shares of the company
1 Opening Balance FORTIS HEALTHCARE HOLDINGS PRIVATE LIMITED 329591529 71.22 31/03/2014 329591529 71.22
Sale 20/03/2015 -11818500 Transfer 317773029 68.66
Closing Balance 31/03/2015 317773029 68.66
2 Opening Balance INTERNATIONAL FINANCE CORPORATION 25793949 5.57 31/03/2014 25793949 5.57
Closing Balance 31/03/2015 25793949 5.57
3 Opening Balance FORTIS HEALTHCARE HOLDINGS PVT LTD 0 0.00 31/03/2014 0 0.00
Purchase 20/03/2015 11818500 Transfer 11818500 2.55
Closing Balance 31/03/2015 11818500 2.55
4 Opening Balance STANDARD CHARTERED PRIVATE EQUITY (MAURITIUS) LIMIT 9010065 1.95 31/03/2014 9010065 1.95
Closing Balance 31/03/2015 9010065 1.95
5 Opening Balance JHUNJHUNWALA RAKESH RADHESHYAM 0 0.00 31/03/2014 0 0.00
Purchase 13/02/2015 4993307 Transfer 4993307 1.08
Purchase 20/02/2015 6693 Transfer 5000000 1.08
Closing Balance 31/03/2015 5000000 1.08
6 Opening Balance MONDRIAN EMERGING MARKETS SMALL CAP EQUITY FUNDL. 4646344 1.00 31/03/2014 4646344 1.00
Purchase 18/07/2014 156106 Transfer 4802450 1.04
Purchase 25/07/2014 571414 Transfer 5373864 1.16
Purchase 01/08/2014 150000 Transfer 5523864 1.19
Sale 13/03/2015 -797780 Transfer 4726084 1.02
Closing Balance 31/03/2015 4726084 1.02
7 Opening Balance M/S REGAL INVESTMENT AND TRADING CO PVT LTD 4280681 0.92 31/03/2014 4280681 0.92
Sale 06/03/2015 -819273 Transfer 3461408 0.75
Sale 13/03/2015 -567000 Transfer 2894408 0.63
Sale 20/03/2015 -428128 Transfer 2466280 0.53
Sale 31/03/2015 -385000 Transfer 2081280 0.45
Closing Balance 31/03/2015 2081280 0.45
8 Opening Balance ARIHANT ADVERTISING PRIVATE LIMITED 4260000 0.92 31/03/2014 4260000 0.92
Sale 18/04/2014 -20000 Transfer 4240000 0.92
Sale 25/04/2014 -11000 Transfer 4229000 0.91
Sale 23/05/2014 -25000 Transfer 4204000 0.91
Sale 06/06/2014 -56390 Transfer 4147610 0.90
Sale 13/06/2014 -285522 Transfer 3862088 0.83
Purchase 30/06/2014 125990 Transfer 3988078 0.86
Sale 04/07/2014 -322509 Transfer 3665569 0.79
Sale 11/07/2014 -90569 Transfer 3575000 0.77
Sale 22/08/2014 -52000 Transfer 3523000 0.76
Sale 05/09/2014 -60061 Transfer 3462939 0.75
Sale 12/09/2014 -145506 Transfer 3317433 0.72
Sale 19/09/2014 -191000 Transfer 3126433 0.68
Sale 30/09/2014 -7755 Transfer 3118678 0.67
Sale 07/11/2014 -6861 Transfer 3111817 0.67
Sale 14/11/2014 -40093 Transfer 3071724 0.66
Sale 28/11/2014 -80000 Transfer 2991724 0.65
Sale 31/12/2014 -1724 Transfer 2990000 0.65
Sale 02/01/2015 -11555 Transfer 2978445 0.64
Sale 09/01/2015 -9000 Transfer 2969445 0.64
Sale 30/01/2015 -4180 Transfer 2965265 0.64
Sale 13/02/2015 -2965265 Transfer 0 0.00
Closing 31/03/2015 0 0.00
Balance
9 Opening Balance BNY MELLON INVESTMENT FUNDS NEWTON ORIENTAL FUND 4000000 0.86 31/03/2014 4000000 0.86
Closing Balance 31/03/2015 4000000 0.86
10 Opening Balance STANDARD CHARTERED PRIVATE EQUITY (MAURITIUS) III L 3737449 0.81 31/03/2014 3737449 0.81
Closing Balance 31/03/2015 3737449 0.81
11 Opening Balance JATIN FAKIRCHAND JHAVERI 3467819 0.75 31/03/2014 3467819 0.75
Sale 18/04/2014 -110000 Transfer 3357819 0.73
Purchase 25/04/2014 100000 Transfer 3457819 0.75
Sale 18/07/2014 -800000 Transfer 2657819 0.57
Sale 24/10/2014 -5000 Transfer 2652819 0.57
Sale 19/12/2014 -200000 Transfer 2452819 0.53
Purchase 30/01/2015 800000 Transfer 3252819 0.70
Sale 13/02/2015 -3252819 Transfer 0 0.00
Closing Balance 31/03/2015 0 0.00
12 Opening Balance NATIONAL WESTMINSTER BANK PLC AS TRUSTEE OF THE JU 3268592 0.71 31/03/2014 3268592 0.71
Closing Balance 31/03/2015 3268592 0.71
13 Opening Balance PI OPPORTUNITIES FUND I 2974466 0.64 31/03/2014 2974466 0.64
Closing Balance 31/03/2015 2974466 0.64

Annexure IV to Directors’ Report

A. Conservation of Energy

a) Energy conservation measures taken:

• For a number of units such as FMRI Shalimar Bagh Mohali etc. the buildingorientation has been designed in a manner that helps to maximize use of day light and toreduce heat gain in order to reduce Energy Consumption.

• Across all major hospitals efforts have been made to reduce consumption ofwater by utilizing treated waste water for irrigation for flushing and for making up forCooling Tower water requirements.

• The Glass used for faade in a number of facilities (such as BG Road FMRIMohali Noida) is double glazed and is energy efficient low emissivity type which helps inreducing solar heat gain coefficient while improving the visibility.

• Steam condensate is being used for heating water purposes in a number of units.

• The company has entered into a 10 year Power Purchase Agreement (PPA) forutilizing wind power at Malar and Mulund.

• Units such as Jaipur Faridabad and FMRI have reported consistent cost savingsunder the Open Access (Power Exchange) initiative; more units such as FEHI Vasant Kunjand Shalimar Bagh are in process of operationalizing this initiative.

b) Additional investment and proposals if any being implemented for reduction ofconsumption of energy:

• Introduction of roof glazing system (such as in the atrium in BG Road FMRINoida) to minimize the day time light usage.

• Building envelope has been constructed by using Auto Aerated Concrete Block (inall new projects) for better insulation thereby reducing Air Conditioned Load.

• Photo-volt Solar panels have been installed to generate electricity to reducelighting load on main grid and also for heating the water thereby reducing consumption ofelectricity.

• Building Management System (BMS) has been installed for efficient HVACoperations.

• Energy efficient Chillers DG Sets and Pumps have been installed to reduceenergy consumption. Variable Frequency Drives have been installed (at FEHI Vasant KunjAnandpur FMRI) to conserve energy.

• Timers and Occupancy Sensors have been installed in some offices to optimize theuse of electricity.

• Installed Fuel Efficient DG sets with electronic fuel injection system.

• The company is in advanced state of installing solar panels for generatingelectricity across three large units. This will considerably reduce power and fuelexpenses.

• The company has completed installation of LED lamps and lighting across itsNoida Mohali and Vasant Kunj facilities and has initiated the same at FEHI; this isexpected to bring about annual energy savings to the tune of ~5-7%.

c) Impact of measures at (a) & (b):

• The energy conservation measures taken from time to time have resulted inconsiderable reduction of energy and thereby reducing the cost.

• Our Shalimar Bagh facility is a testament to innovative design in terms ofbuilding orientation and use of materials; the building has been awarded 3 star rating byBureau of Energy Efficiency (BEE) India.

• Stress given on the use of Building Management Systems resulting in reduction inChiller running time.

• For a number of units reduction in energy consumption efforts have resulted inachievement of Energy Efficiency Ratios (EER) of 0.71 as compared to 0.80 earlier.

B. Technology Absorption

1. Research & Development (R & D):

• Services of Tata Energy Research Institute (TERI) have been utilized to achievesustainable design of building. After achievement of provisional GRIHA rating FortisMemorial Research Institute (FMRI) has now been awarded the prestigious 4 Star GRIHARating. Building simulation techniques have been used to achieve energy efficient designfor the Hospital by integration of day light and by carefully selecting light fixturesengineering equipment.

2. Technology Absorption Adaptation & Innovation: a) Efforts madetowards technology absorption adaptation & innovation at FMRI:

• Variable Frequency Drives (VFDs) have been used in Chillers and critical AHUs.

• Variable Air Volume (VAVs) devices have been used in some AHUs.

• Variable Refrigerant Volumes have been used in some areas.

• 12 Rain Water Harvesting Pits have been provided to conserve rain water andimprove the water table.

• Linoleum floor has been used in patient areas which is made of natural materialsand is bacteriostatic thereby helps in reducing infection.

• Pneumatic Tube System (PTS) has been installed to transfer samples and medicinesfrom patient areas to lab pharmacy nursing stations etc.

• Recirculation of treated water to reduce water consumption.

• R 134 a refrigerant has been used which helps to minimize depletion of OzoneLayer.

• Elekta LINAC & Brain Lab have joined hands at our hospital for the firsttime in the world. This has resulted in treating tumors with extreme & unprecedentedaccuracy and precision.

• Brain Suite is integrated with mobile CT gantry Navigation system OR Table& Microscope first time in India. This helps to provide intra operative CT guidancewhile performing Brain Spine & Trauma surgery. CT gantry movement on rail &navigation system helps in localizing tumor & fracture area so that surgeon can decidethe procedural approach on table.

• Two Integrated OR (Operation room) - integrated with set of equipment havingvoice command control helps reduce the manual interface. During transplantation surgeriessurgeon can see activity of Donor & Recipient surgery ongoing in the other.

b) Efforts made towards technology absorption adaptation & innovation at otherunits:

• For our new expansion project at BG Road in Bangalore pre–engineered Steelsections are being used to erect the building; this will result in saving of constructiontime and will reduce impact of construction related activities on the environment.

• The company has decided to register all new projects with IGBC or TERI for GreenBuilding accreditations.

• All new projects design will happen on REVITT platform; this will help inaccurate estimation of quantities and identification of clashes amongst variousEngineering Services.

c) Benefits derived as a result of the above efforts e.g. product improvement costreduction product development import substitution etc.

• As a result of installing PTS usages of man movement and lifts have beenreduced.

• The above steps are helping us all across to conserve energy thus reducing theenergy costs at few of our hospitals by a considerable margin over the previous financialyear.

On behalf of the Board of Directors
Sd/-
Malvinder Mohan Singh
Executive Chairman

Annexure V to the Directors’ Report

Corporate Social Responsibilities

1. A brief outline of the Company CSR Policy

Under the guiding principles detailed in the Code of Conduct including amongst others:

• Conducting our operation in a honest and fair manner with integrity andopenness.

• Respecting the human rights dignity and legitimate interest of all individualsdirectly or indirectly associated with us.

• Providing a safe healthy work and business environment directly or indirectlyassociated with us.

• Insuring conduct which sustains and enhances the global reputation and image ofthe organization.

The Board of Director has approved the CSR policy for the Company. The said policyapproaches this area under the philosophy that the company efforts should strive towardsbuilding and sustaining a healthier humanity. The policy elucidates the concept of growingour business in a socially and environmentally responsible manner through an active rolein empowering communities and driving social development and positive change.

With the above in mind the policy seeks as an objective to bring focus leveraging itsinherent skills experience knowledge and recourses in the area surrounding "Mother& Child".

The policy holds itself out as a forward looking aspirational charter which recommendsliberal interpretation promotes activity under the spirit of partnership and recommendsthat initiatives be targeted to the needs of the disadvantaged vulnerable andmarginalized sections of society. While the underlying guidance is to bring alignment ofvaried activities under the focus umbrella it recognizes the need to record presence andcontribution in such weak links in society where its mere presence and support could drivesignificant social benefit. In keeping with such themes program/s such as supportingcharitable healthcare infrastructure disaster relief and developing a repository ofhealthcare information which could then be communicated with the help of technology andinnovation remain well within the range of the policy objectives.

In fulfillment of these objectives the Company executes both direct activities and alsohas designated a specialist organization i.e. The Fortis Charitable Foundation which hasabout a decade of requisite experience to help drive its objectives.

The policy seeks to define the specific roles and responsibilities associated withadministration program design and execution. It further clarifies the governancemonitoring reporting and disclosure requirements.

As a social enterprise in the critical domain of healthcare the Company hasparticipated and implemented various socially responsive programs since its inception.While some or many of these programs may not meet the strict interpretation of the new CSRrules thereby impacting the assessment and eligibility of the 2% spent these programsremain significant Fortis contributions to society and the Board the Policy and SeniorManagement remain committed to continuing with them in the wider interests. The cumulativespend over such initiatives and programs would far exceed the strict CSR rules. Even sothe Company remains committed to ensuring compliance to applicable regulation requirement.

The policy as approved by the Board is available on the Company’s web site athttp://cdn.fortishealthcare. com/pdf/CSR_Policy_fortis.pdf.

2. Composition of the CSR Committee

The Board has approved the constitution of a standalone CSR Committee with a delegatedmandate. The current composition and mandate of the committee are available and updated onthe Company’s website athttp://cdn.fortishealthcare.com/pdf/CORPORATE_SOCIAL_RESPONSIBILITY_COMMITTEE_MANDATE.pdf.

The composition of the CSR committee as on March 31 2015 was as follows:

i. Dr. Preetinder Singh Joshi (Chairman)

ii. Mr. Harpal Singh (Member)

iii. Mr. Malvinder Mohan Singh (Member)

3. Average Net profits of the Company/ s for last three financial years: Rs. 2689.58Lacs

4. Prescribed CSR spend : Rs 58.74 lacs

5. Overview of project/ programs undertaken / proposed to be undertaken

PROGRAM NEED BASED FOCUS AREA OBJECTIVE
Provide access to affordable quality Healthcare
Early & timely intervention
UMEED Healthcare for Children Healthy & fulfilled life
Bring focus to under resourced areas in the context of child
Health
To educate & empower
AANCHAL Women & Maternal Health To accelerate the domino impact
Drive prevention over remediation
To address immediate & critical medical relief
SEWA Medical Relief to Disaster Affected Areas To deal with physical & Psychological trauma
To mitigate risk of epidemic & diseases post disaster
To support national disaster management program
To ensure continuity of charitable healthcare Infrastructure
CHHAYA Medical Infrastructure support to public/ charitable hospitals To align with PPP (Public Private Partnership) structures/ become the execution arm for National Healthcare program to drive positive impact
To develop economically viable model for mass healthcare
SAVERA SPECIAL LIVES Awareness communication & Publication Rare or Special medical needs To effectively communicate who we are and what we do To lead thinking based on knowledge and date To structure the message in context of target audience
To address specific critical medical needs of an individual
Lead and support humanitarian efforts
Working in a spirit of partnership
Legitimizing healthcare programs under CSR
"FRIENDS OF FORTIS" Volunteer Program Involving our internal partners (employees) and external stakeholders in a positive manner
Maximize reach with limited resources
Strengthen team efforts
Maximize knowledge sharing and awareness

6. Details of CSR spend during the Financial Year (Total Amount Spent Detailsof amount committed manner in which the amounts were spent during the Financial Yearincluding details of implementing agency/ vehicle):

Chart I: CSR spend measured under Section 135 of the Act

Manner in which the amount spent during the Financial Year is detailed below.

(Amount is Rs. lacs)

S. No CSR Project or activity identified Sector in which the project is covered (Schedule VII to the Companies Act 2013)

Projects or programs Local area or other Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub heads 1.Direct expenditure on projects or programs 2. Overheads Cumulative expenditure upto the reporting period Amount spent: Direct or through implementing agency
1 Anchal i ii and iii SRL Limited (Subsidiary) Pan India 21.64 - - Designated Special Purpose Vehicle i.e. Fortis Charitable Foundation
2 Seva I Fortis Healthcare Limited Pan India 7.12 - - Contribution in kind through FHL and / or Subsidiary through FCF
3 Chhaya i iii x Fortis Healthcare Limited Pan India 51.62 - -
Escorts Heart Institute and Research Centre Limited (Subsidiary) Pan India 95.58 - -
Fortis Malar Hospitals Limited (Subsidiary) Pan India 25.16 1.18 1.18 Direct
TOTAL 201.12 1.18 1.18

The delta between amounts reflected in column 5 & 6 reflects amounts committedagainst actual spend. Activities during the FY 2014-15 focused on Policy DevelopmentNeeds Assessment Program Designed and Development Program Organizational Design andon-boarding of the requisite talent. The amounts committed and unspent would be carriedforward into the succeeding budget and outlays for FY 2015-16. The above figures do notinclude overheads and administrative figures the recording and quantification of whichwould get streamlined in the coming year for reporting purposes.

Chart II: CSR spend beyond the purview of Section 135

(Amount is Rs. lacs)

S. No CSR Project or activity identified Sector in which the project is covered

Projects or programs Local area or other Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise Amount spent on the projects or programs Sub heads 1.Direct expenditure on projects or programs 2. Overheads Cumulative expenditure upto the reporting period Amount spent: Direct or through implementing agency
1. Umeed i ii Fortis Healthcare Limited Pan India 8.93 8.93 8.93 Direct / FCF
Fortis Hospitals Limited (Subsidiary) Pan India 392.95 392.95 392.95 Direct / FCF
2 Anchal i ii and iii Fortis Healthcare Limited Pan India 0.4 0.4 0.4 Direct / FCF
Fortis Hospitals Limited (Subsidiary) Pan India 13.17 13.17 13.17 Direct / FCF
3 Chhaya i iii x Fortis Malar Hospitals Limited (Subsidiary) Pan India 3 3 3 Direct
SRL Limited (Subsidiary) Pan India 123 123 123 Direct
4 Employees Voluntary Program ii Fortis Healthcare Limited 24.42 24.42 24.42 Contribution in kind through FCF
TOTAL 565.87 565.87

7. In case the company has failed to spend the two per cent of the average netprofit of the last three financial years or any part thereof the company shall providethe reasons for not spending the amount in its Board report.

Working in the realm of healthcare the group provides support to a critical socialneed. Individual members of the Company and also the group in developing sustaining andexecuting healthcare delivery models by their very nature validate the concept of thesocial enterprise. In keeping with the same while in the past there has not been a strictsegregation of the social welfare activities from our normal day-to-day business asrecommended under the terms of Section 135 its enactment has certainly provided theimpetus to validate the past activities in this domain as also helped to bring focusaccountability and quantification of outcome to justify the efforts. As a responsiblecorporate citizen the company stands by its programs on CSR and Community Connectirrespective of whether the same fall under the ambit of Section 135 or not while at thesame time striving to ensure compliance to applicable regulations. The Company iscommitted to honoring its expectation in this regard and has in the past year restructuredits CSR initiatives allocated the requisite commitments which if remaining unspent havebeen carried forward to the coming year. In the nature of industry i.e. Healthcareprogram design and cumulative multiyear spend plans seek to optimize the efforts andoutcomes and also to ensure sustainability and scalability of the program design targetinga cost benefit value to the outcome. As the above figures will reflect Fortis HealthcareLimited and subsidiaries cumulative spend far exceeds the 2% statutory requirement.

On behalf of the Board of Directors

Sd/-

Malvinder Mohan Singh

Executive Chairman

Annexure VI to Directors’ Report

AOC-2

PARTICULARS OF CONTRACT / ARRANGEMENT MADE WITH RELATED PARTIES

(pursuant to Clause (h) of Sub Section (3) of Section 134 of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules 2014)

This form pertains to the disclosure of particulars of contracts/ arrangement enteredinto by the Company with related parties referred to in Section 188(1) of the CompaniesAct 2013 including certain arm’s length transaction under third proviso thereto.

Details of contracts or arrangements or transaction not at arm’s length basis

There were no contracts or arrangements or transactions entered into during the yearended March 31 2015 which are not on arm’s length basis.

Details of material contracts or arrangements or transaction at arm’s length basis

The details of material contracts or arrangements or transactions (as per theCompany’s Policy on ‘Materiality on Related Party Transactions’) enteredinto during the year ended March 31 2015 which are on arm’s length basis

Name of Related Party Nature of Relationship Nature of Contract/ arrangement/ transaction Duration of the Contract/ arrangement/ transaction Salient terms of the Contract/ arrangement/ transaction including the value if any Date of approval by the Board if any Amount paid in advance
Fortis Hospitals Limited Wholly Owned Subsidiary Company Loan advanced Till March 2016 An agreement of Rs. 600 crore @ 13.00 % p.a. Approved by Audit Committee on February 12 2015 NA
Fortis Hospitals Limited Wholly Owned Subsidiary Company Loan advanced Till March 2016 An agreement of Rs. 600 crore @ 13.75 % p.a. Approved by Audit Committee on February 12 2015 NA
Fortis Healthcare International Limited Subsidiary Company Loan advanced Till March 2016 An agreement of USD 85 million @ 5.00 % p.a. Approved by Audit Committee on February 12 2015 NA

On behalf of the Board of Directors

Sd/-

Malvinder Mohan Singh

Executive Chairman