Dear Members,
Your Directors have pleasure in presenting herewith the Twenty Seventh Annual Report of
your Company along with the Audited Standalone and Consolidated Financial Statements and
the Auditors' Report thereon for the Year ended March 31, 2023.
FINANCIAL RESULTS
The highlights of Consolidated Financial performance of your Company and its
Subsidiaries are as follows:
|
(Rs. in Lakhs) |
Particulars |
Consolidated |
|
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
1. Revenue from operations |
629,763 |
571,761 |
2. Other income |
6,172 |
2,734 |
3. Total income (1+2) |
635,935 |
574,495 |
4. Expenses |
|
|
(a) Purchases of medical consumable and drugs |
145,465 |
140,337 |
(b) Changes in inventories of medical consumable and drugs |
6 |
(4,614) |
(c) Employee benefits expense |
104,688 |
97,294 |
(d) Finance costs |
12,909 |
14,685 |
(e) Professional charges to doctors |
131,146 |
110,130 |
(f) Depreciation and amortisation expense |
31,574 |
30,084 |
(g) Other expenses |
138,324 |
121,718 |
Total expenses |
564,112 |
509,634 |
5. Net profit / (loss) from continuing operations before share in
profit / (loss) of associates and joint ventures, exceptional items and tax (3-4) |
71,823 |
64,861 |
6. Add: Share in profit of associate companies and joint ventures |
2,184 |
2,415 |
7. Net profit / (loss) before exceptional items and tax (5+6) |
74,007 |
67,276 |
8. Exceptional gain (refer note 4) |
7,361 |
31,503 |
9. Profit / (loss) before tax from continuing operations (7+8) |
81,368 |
98,779 |
10. Tax expense / (credit) |
18,070 |
19,784 |
11. Net profit / (loss) for the period from continuing operations
(9-10) |
63,298 |
78,995 |
12. Profit / (loss) before tax from discontinued operations |
- |
- |
13. Tax expense of discontinued operations |
- |
- |
14. Net profit / (loss) for the period from discontinued operations
(12-13) |
- |
- |
15. Net profit / (loss) for the period (11+14) |
63,298 |
78,995 |
16. Profit / (loss) from continuing operations attributable to: |
|
|
Owners of the Company |
58,873 |
55,512 |
Non-Controlling Interest |
4,425 |
23,483 |
17. Profit / (loss) from discontinuing operations attributable to: |
|
|
Owners of the Company |
- |
- |
Non-Controlling Interest |
- |
- |
Particulars |
Consolidated |
|
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
18. Other Comprehensive Income (including OCI relating to associates
and joint venture) (after tax) |
(787) |
(4,650) |
19. Other comprehensive Income / (Loss) attributable to: |
|
|
Owners of the Company |
(771) |
(4,640) |
Non-Controlling interest |
(16) |
(10) |
20. Total comprehensive Income / ( Loss) (15+18) |
62,511 |
74,345 |
21. Total comprehensive Income / (Loss) attributable to: |
|
|
Owners of the Company |
58,102 |
50,872 |
Non-Controlling interest |
4,409 |
23,473 |
The highlights of standalone financial performance are as follows:
(Rs. in Lakhs)
Particulars |
Standalone |
|
|
Year ended March 31, 2023 |
Year ended March 31, 2022 |
Continuing Operations |
|
|
1. Operating Income |
105,293 |
86,261 |
2. Other Income |
14,957 |
13,410 |
3. Total Income (1+2) |
120,250 |
99,671 |
4. Total Expenditure (Excluding finance cost, depreciation & tax
expenses) |
91,979 |
74,721 |
5. Operating Profit (EBITDA) (3-4) |
28,271 |
24,950 |
6. Finance Charges, Depreciation & Amortisation |
22,212 |
24,221 |
7. Profit before exceptional items and tax (5-6) |
6,059 |
729 |
8. Exceptional items |
4,829 |
(1,628) |
9. Profit before tax (7+8) |
10,888 |
(899) |
10. Tax Expenses |
1,264 |
426 |
11. Net Profit for the year (9-10) |
9,624 |
(1,325) |
12. Share in profits of associate companies |
|
- |
13. Profit for the year from continuing operations (11+12) |
9,624 |
(1,325) |
14. Discontinuing Operations |
|
|
Profit / (Loss) before tax from discontinuing operations |
- |
- |
Tax expense of discontinuing operations |
- |
- |
Profit / (Loss) after tax and before minority interest from discontinuing
operations |
- |
- |
Share in profits / (losses) of associate companies |
- |
- |
Profit for the year from discontinuing operations |
- |
- |
15. Profit for the year (13+14) |
9,624 |
(1,325) |
Other comprehensive income |
(127) |
28 |
Total comprehensive income (15+16) |
9,497 |
(1,297) |
STATE OF COMPANY'S AFFAIR, OPERATING RESULTS AND PROFITS
For the FY 23, the Company reported a consolidated revenue from operations of Rs. 6,298
Crores compared to Rs. 5,718 Crores reported for FY 22. Revenue from Hospital business
stood at Rs. 5,107 Crores compared to Rs. 4,264 Crores reported during the
corresponding year. Agilus Diagnostics Limited ("Agilus"), the diagnostic
business of the Company, reported gross revenues of Rs. 1,347 Crores compared to Rs. 1,605
Crores in the previous financial year. Considering elimination of inter-company revenue
(within the group), net revenue of Agilus was at Rs. 1,190 Crores compared to Rs.
1,453 Crores in FY 22.
The growth in hospital business was led by higher occupancy at 67% versus 63% in FY 22
and also due to 11.5% growth in ARPOB at Rs. 2.01 Crores compared to Rs. 1.80 Crores. The
Company's focus specialties comprising oncology, gastroenterology, neurosciences, renal
sciences, orthopaedics and cardiac sciences grew 31.5% YoY. Revenue from International
business recorded growth of 97.9% in FY 23 to reach Rs. 425 Crores compared to Rs. 215
Crores in FY 22. Decline in diagnostics business revenue in FY 23 was primarily due to
significant drop in covid volumes and associated revenues. Covid business revenues
contributed 4% to overall diagnostic revenues in FY 23 compared to 28% in FY 22. However,
Non Covid revenue witnessed 12% growth over FY 22.
The consolidated EBITDA of the Company stood at Rs. 1,163 Crores compared to Rs.
1,096 Crores for the previous corresponding year. EBITDA margin of the Company stood at
18.5% versus 19.2% in FY 22. Hospital business EBITDA for FY 23 was at Rs. 900
Crores (excluding the dividend income of 21.9 Crores) compared to Rs. 672 Crores reported
for FY 22. EBITDA margin of the hospital business stood at 17.6% versus 15.8% in FY 22.
The diagnostic business of the Company reported EBITDA of
Rs. 263 Crores compared to Rs. 425 Crores reported in the previous corresponding year.
EBITDA margin of the diagnostic business stood at 19.5% versus 26.5% (basis gross revenue)
for the year FY 22. The decline in EBITDA was primarily due to higher covid mix in 2021-22
and significantly lower contribution of Covid revenues in 2022-23.
Profit after tax for FY 23 stood at Rs. 633 Crores compared to Rs. 790 Crores in
FY 22. PAT of Rs. 633 Crores include exceptional gain of Rs. 74 Crores which pertains to
reversal of impairment in an associate Company while PAT of Rs. 790 Crores in FY 22
includes an exceptional gain of Rs. 306 Crores on remeasurement of the previously held
equity interest of Agilus in the DDRC SRL Diagnostics Limited*- JV, at its fair value post
acquisition of the balance 50% stake in the said JV in April 2021.
The Company maintained a comfortable liquidity position with net debt of Rs. 330 Crores
as on March 31, 2023 compared to Rs. 549 Crores as on March 31, 2022 (net debt to
equity of 0.04x vs 0.08x, respectively). Gross debt of the Company stood at Rs. 703
Crores as on March 31, 2023 versus Rs. 966 Crores as of March 31, 2022.
All decisions at your Company are taken keeping in mind the patient at the center.
Fortis' primary objective is to become the most trusted healthcare provider in India.
Accordingly, your Company makes efforts to consistently improve the quality of all its
services. Your Company has put together ultra-modern healthcare facilities equipped with
best-in-class diagnostic and therapeutic technology and a competent team comprising of
some of the finest clinical and paramedical talent available in the country. All the
Fortis facilities, whether owned or operated by your Company follow globally accepted
medical protocols and procedures and are focused on delivering the best possible clinical
outcomes. Your Company's healthcare facilities provide high standards of secondary,
tertiary and quaternary healthcare services in the specialties of Cardiac Sciences,
Orthopaedics, Neurosciences, Oncology Sciences, Renal Sciences, Gastro Sciences and Mother
and Child care.
During the year 2022-23, your Company further strengthened its prime medical programs
in key facilities across India with addition of several eminent clinicians in Cardiac
Sciences, Oncology, Neuro-Sciences, Gastroenterology and Orthopedics. The organisation
invested heavily in high-end medical infrastructure and equipment including LINAC, PET CT,
Gamma Knife, Da Vinci Surgical Robot, Cath Labs, Neuro-Navigation Systems and Ortho Robot.
Your Company continued to work on cluster synergies and focused its efforts towards
developing synergies in Sales and Marketing, Supply Chain and Human resources. Also,
several eminent clinicians were engaged with multiple units in a cluster, providing
synergy to medical programs. The focus on cost transformation continued through our
efforts on implementing a comprehensive program that aims to rationalise drugs and
consumables cost and bring in capex efficiencies. Additionally, your Company endeavors to
commission over 1,400 new beds over the next 2 to 3 years in existing facilities to
leverage economies of scale majority of bed additions are planned in Noida, BG
Road, Anandapur, Mulund, Shalimar Bagh, FMRI, and Mohali.
The healthcare vertical of the Company primarily comprise day care specialty,
diagnostics and tertiary and quaternary care. As of March 31, 2023, the Company had a
network of 27 healthcare facilities in India with approximately 4,500 operational beds
including beds under the O&M model. In addition, its Indian diagnostics business has a
presence in over 1000+ cities and towns, with an established strength of over 410+
laboratories, 43+ Accreditations (NABL/NABH/CAP) and a footprint spanning 3700+ customer
touch points. There has been no change in the nature of business of the Company during the
year under review. The Company continues its endeavor to provide quality healthcare
services with an emphasis on high degree of clinical outcomes and an unparalleled patient
experience.
Further information on Company performance is detailed in the Company section of the
"Management Discussion and Analysis" in the Annual Report.
SIGNIFICANT MATTERS DURING THE YEAR UNDER REVIEW
The Company strategically reviewed and prioritized key areas to drive revenues and
operational performance. These include aspects related to evaluating the current portfolio
of the Company's facilities and planned bed expansion, initiating cost optimisation
measures across the network, investing in technology and medical equipment and further
strengthening its clinical excellence program. Details about which are mentioned in the
Business Strategy section of the Management Discussion and Analysis Report (MDA').
Further, the Board has from time to time during the year under review updated its
stakeholders regarding the key developments that took place by disseminating necessary
information to the stock exchanges and through various means of communications to the
investors. Some of key matters are mentioned below: Post a successful bid, your Company
had entered into share subscription Agreement dated July 13, 2018, for issuance of
235,294,117 Shares at a price of INR 170 per share for an aggregate consideration upto INR
4,000 Crores (Rupees Four Thousand Crores only) to Northern TK Venture Pte Limited
("NTK"), an indirect wholly owned subsidiary of IHH Berhad (IHH').
Consequently, after obtaining regulatory and statutory approvals such as from Securities
and Exchange Board of India,
Competition Commission of India and in terms of Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 2011, IHH made Mandatory
Open Offer for acquisition of upto 197,025,660 Equity Shares representing additional 26%
of the expanded voting share capital of your Company ("Fortis Open Offer") and
another Mandatory Open Offer for acquisition of up to 4,894,308 fully paid up equity
shares of face value of INR 10 each, representing 26% of the fully diluted voting equity
share capital of Fortis Malar Hospitals Limited ("Fortis Malar Open Offer").
After the Preferential Allotment on November 13, 2018, public announcement was made on
December 07, 2018 regarding Fortis Open Offer and Fortis Malar Open Offer, thereafter the
Hon'ble Supreme Court of India had on December 14, 2018 passed an order ("Status Quo
Order") directing "status quo with regard to sale of the controlling stake in
Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained". In light of the
Status Quo Order, Fortis Open Offer and Fortis Malar Open Offer were put on hold until
further order(s)/ clarification(s)/ direction(s) issued by the Hon'ble Supreme Court of
India. Vide its order dated November 15, 2019, the Hon'ble Supreme Court had issued
suo-moto contempt notice to, among others, your Company, and directed its Registry to
register a fresh contempt petition in regard to alleged violation of the Status Quo Order
("Contempt Petition"). Petitions before the Hon'ble Supreme Court including the
suo-moto contempt have been disposed of vide judgement dated September 22, 2022
("Judgement"). No finding of contempt has been made against either your Company,
or its independent directors. Based on legal advice, the Company is of the clear view that
the Status Quo Order dated 14th December 2018 no longer exists. Therefore, your
Company is continuing to pursue actions which are in the best interest of its shareholders
and itself. Our promoter is simultaneously seeking legal counsel for pursuing and securing
the Open Offer. In the Judgement, it has been stated by the Hon'ble Supreme Court that RHT
Transaction appeared prima facie to be an acquisition of proprietary interest to subserve
the business structure of the Company. It also passed certain directions inter alia, that
the High Court of Delhi may consider issuing appropriate process and appointing forensic
auditor(s) to analyze the transactions entered into between FHL and RHT and other related
transactions. Your Company plans to strenuously object to any contemplation of a forensic
given that in the Judgment, no wrongdoing by the Company had even been alluded to. The
Company's stated position is that these transactions were done in compliance with
applicable laws, post requisite corporate and regulatory approvals and necessary
disclosures/ announcements. Currently, Your Company, is vehemently opposing the
application filed by Daiichi before the High court for appointment of forensic auditor.
OTHER RELEVANT MATTERS
Based on complaint filed by your Company with the Economic Offences Wing
("EOW") in November 2020 against the erstwhile promoters/ erstwhile promoters
group company in respect of certain transactions, First Information Report (FIR) was
registered on July 3, 2021, against them. EOW is investigating the matter. The said
Complaint is also being investigated by the Enforcement Directorate and the Company is
co-operating and providing requisitioned documents/information to it. Further, pursuant to
the order dated 17th February 2018 of MCA, SFIO has been investigating into the
affairs of your Company/ its subsidiaries. The Company is co-operating in the said
investigation.
Fortis Hospitals Limited had filed a civil suit for recovery of Rupees 52,019 lacs
before Hon'ble Delhi High Court against the ex-promoters and certain entities which is
sub-judice.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors has recommended a final dividend Rs. 1 (One) per equity
share at the rate of 10% of the face value of the shares of the Company for the year ended
March 31, 2023, be paid subject to the approval of the shareholders, to those shareholders
whose names appear in the register of members as on the record date in proportion to the
paid up value of the equity shares.
Refer the Company's policy on Dividend Distribution available on the website of the
Company at https://www.fortishealthcare.com/
drupal-data/investors/Policy%2Bon%2BDividend%2BDistribution. pdf.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial position of your
Company which have occurred between the end of the FY 23 and the date of this report.
Post closure of the financial year, as part of our inorganic growth strategy, your
Company pursuant to the approval of the Board of Directors signed definitive agreements
with the VPS Group for the acquisition of Medeor Hospital in Manesar, Gurugram, Haryana
which will add 350 beds to your Company's network. The acquisition fits well within your
Company's strategic approach of expanding its presence in focus geographic clusters,
including Delhi NCR.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
Statutory Auditors in their report to the Board of Directors on the Internal Financial
Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 ("The Act") have given the opinion that the Company and such
companies incorporated in India which are its subsidiary companies and joint venture
companies (jointly controlled company), have, in all material respects, adequate internal
financial controls with reference to consolidated financial statements and the financial
statements of the Company and such internal financial controls were operating effectively
as at March 31, 2023, based on the internal financial controls with reference to
consolidated financial statements and the financial statements of the Company, criteria
established considering the essential components of such internal controls stated in the
Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India. The Auditor's opinion on adequacy and
operating effectiveness of internal control is self-explanatory.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
During the year under review there has been no change in the subsidiaries / joint
venture and associate Companies.
Further note that your Board of Directors have adopted a policy for determining
"material subsidiary" pursuant to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The said policy is available at https:// w w w . f o r t
i s h e a l t h c a re . c o m / d r u p a l - d a t a / i n v e s t o r s /
Policy%2BOn%2BMaterial%2BSubsidiary.pdf In terms of the said policy, as on April 01, 2023,
Fortis Hospitals Limited (FHsL), International Hospital Limited (IHL), Fortis Hospotel
Limited (FHTL) and Agilus Diagnostics Limited are considered as Material Subsidiary(ies).
Necessary compliances w.r.t. material subsidiaries have been duly carried out. The copies
of the Secretarial Audit Reports of the material subsidiaries issued by the Company
Secretary in Practice forms part of this report.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES
The consolidated financial statements of your Company and its subsidiaries, prepared in
accordance with applicable accounting standards, issued by the Institute of Chartered
Accountants of India, forms part of the Annual Report. In terms of the Section 136 of the
Companies Act, 2013, financial statements of the subsidiary companies are not required to
be sent to the members of the Company. Your Company will provide a copy of separate annual
accounts in respect of each of its subsidiary to any shareholder of the Company who asks
for it and said annual accounts will be available for inspection and are also available on
the website of the Company. Performance and financial position of each of Subsidiaries,
Associates and Joint Ventures included in the Consolidated Financial Statements of your
Company is enclosed herewith as "Annexure - I" in the prescribed format
(Form AOC-1).
The contribution of the subsidiary/associates/joint venture companies to the overall
performance of your Company is outlined in Note No. 26 of the Consolidated Financial
Statements for the year ended March 31, 2023.
LOANS/ADVANCES/INVESTMENTS/GUARANTEES
Particulars of Loans / Advances / Investments /guarantees given and outstanding during
the FY 23 forms part of the Notes to the Financial Statements.
PUBLIC DEPOSITS
During the financial year under review, your Company has not invited or accepted any
deposits from the public, pursuant to the provisions of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and therefore, no amount
of principal or interest was outstanding in respect of deposits from the Public as of the
date of Balance Sheet.
UTILISATION OF FUNDS
The details of utilisation of funds earlier raised through preferential allotment are
mentioned in Notes to Financial Statements. During the year under review, no preferential
allotment was made by the Company.
AUDITORS
M/s B S R & Co. LLP, (Registration No. 101248W/W- 100022), Chartered Accountants,
were appointed as Statutory Auditors of your Company for a period of five years i.e. up to
the conclusion of the Annual General Meeting to be held in the year 2024.
The statutory auditors have, in their report to the Board of Directors on the
consolidated financial statements of the Company made the following comments which are
self- explanatory and are categorised as "Emphasis of Matter", hence no comments
in this regard have been offered by your Board of Directors: a) Note 27 and 28 of the
consolidated financial statements which deals with various matters including the ongoing
investigation by Serious Fraud Investigation Office ("SFIO on Fortis Healthcare
Limited and its subsidiaries regarding alleged improper transactions and non-compliances
with laws and regulations including Companies Act, 2013 (including matters relating to
remuneration paid to managerial personnel). These transactions and non- compliances relate
to or originated prior to take over of control by reconstituted board of directors of
Fortis in the year ended March 31, 2018. As mentioned in the note, the Group has been
submitting information required by SFIO and is also cooperating in the regulatory
investigations. As explained in the said note, the Group had recorded significant
adjustments/ provisions in its books of account during the year ended March 31, 2018. The
Company has launched legal proceedings and has also filed a complaint with the Economic
Offences Wing (EOW') against erstwhile promoters and their related entities based on
the findings of the investigation conducted by the Group. Further, based on management's
detailed analysis and consultation with external legal counsel, a further provision has
been made and recognised in the year ended March 31, 2021 for any contingency that may
arise from the aforesaid issues. As per the management, any further Financial impact, to
the extent it can be reliably estimated as at present, is not expected to be material. b)
Note 29 of the consolidated financial statements relating to the order dated September 22,
2022 of the Hon'ble Supreme Court, whereby it has directed the Hon'ble High Court of Delhi
inter alia that it may also consider issuing appropriate process and appointing forensic
auditor(s) to analyse the transactions entered into between the Company and RHT Health
Trust and other related transactions. The above-mentioned Note also states that the
Hon'ble Supreme Court has observed that prima facie, it appears to be acquisition of
proprietary interest of RHT Health Trust by the Holding Company are to subserve the
business structure of the Holding Company.
Further, as per the requirement of Companies Auditor Report Order (CARO), Rules, 2016,
there was no fraud other than as disclosed pertaining to earlier years reported by the
above stated auditors during the year under review.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the cost audit records maintained by your Company in
respect of its hospital activity is required to be audited. Your Directors had, on the
recommendation of the Audit Committee, appointed M/s. Jitender, Navneet & Co., Cost
Accountants to audit the cost accounts of your Company for the FY 23 at a remuneration of
Rs. 3.5 Lakhs (plus out of pocket expenses and taxes). As required under the Companies
Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before
the Members in a general meeting for ratification. Accordingly, a resolution seeking
Member's ratification for the remuneration payable to M/s Jitender, Navneet
& Co., Cost Auditors is included in the Notice convening the ensuing Annual General
Meeting. Further, in terms of the Companies (Accounts) Rules, 2014, it is confirmed that
maintenance of cost records as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013, is applicable on your Company and accordingly
such accounts and records are properly made and maintained.
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 had
appointed M/s. Sanjay Grover & Associates, Practicing Company Secretary, to undertake
the Secretarial Audit of the Company. The Company has complied with the provisions of
Secretarial Standards. The Secretarial Audit Report is enclosed herewith as "Annexure
- II".
Further, pursuant to the provisions of Regulation 24A, the secretarial audit reports of
material subsidiaries are attached as Annexure- II(A).
Internal Auditors
Upon the recommendation of the Audit Committee, the Board of Directors has appointed
Mr. Rajiv Puri, Head Risk and Internal Audit as the Chief Internal Auditor of your Company
and authorised him to engage independent firm(s), if needed, for conducting the internal
audit for the FY 23 to enable him to extend adequate coverage of internal audit checks.
For FY 23, Internal Audit(s) were performed in accordance with the Internal Audit plan
approved by the Audit Committee. In addition to the internal IA team conducting audit(s)
covering key business processes as per approved plan, Deloitte was engaged as an external
service provider to perform Internal Audit for specific processes.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During FY 2017-18 the Company, the Securities and Exchange Board of India (SEBI),
initiated investigation w.r.t. siphoning of approx. INR 5 billion by its ex-promoters.
Post investigation, SEBI had issued two Show Cause Notices i.e., dated November 12, 2020
(SCN 1) and April 9, 2021 (SCN 2), respectively. A Show-Cause Notice (SCN- 1) was issued
by SEBI to various entities including the Company and FHsL on November 20, 2020. In the
SCN- 1, it was inter-alia alleged that the consolidated financials of the Company at the
relevant period were untrue and misleading for the shareholders of the Company and the
Company had circumvented certain provisions of the SEBI Act, Securities Contracts
(Regulation) Act, 1956, and certain SEBI regulations. In response, a joint
representation/reply was filed by the Company and FHsL on December 28, 2020 praying for
quashing of the SCN- 1 by inter alia reiterating that the Company and FHsL, were in fact
victims of the schemes of the Erstwhile Promoters (Malvinder Mohan Singh and Shivinder
Mohan Singh) and justice, equity and fairness demands that the victim ought not be
punished for the offences of the wrongdoers. All acts impugned in the SCN- 1 relate to the
period when the Erstwhile Promoters controlled the affairs of Company and FHsL and the
erstwhile Promoters are no longer involved in the affairs of the Company and FHsL. The
Erstwhile Promoters were responsible for financial misrepresentation and not the Company
and FHsL. Post resignation of the Erstwhile Promoters in February 2018, the Board of
Directors of the Company, solely comprising independent Directors looked after its
welfare. The new promoter of the Company (i.e. NTK Venture Pte. Ltd.) assumed control of
the Company pursuant to a preferential allotment, which was approved by both Competition
Commission of India and SEBI, which approved the open offer that had got triggered
pursuant to such preferential allotment. Any adverse orders against the Company and FHsL
would harm their existing shareholders, employees and creditors. The Company and FHsL have
taken substantial legal actions against the Erstwhile Promoters and significant steps to
recover the diverted amounts. SEBI passed an order dated 19.04.2022 w.r.t SCN -1 directing
the Company & FHsL to pursue the measures taken to recover the amount of INR 397.12
Crores (approx.) along with the interest from Erstwhile Promoters; & Audit Committee
to regularly monitor the progress of such measures and report the same to board of
directors at regular intervals. SEBI had imposed a penalty of Rs. 50 lakh and Rs. 1 Crore
on FHsL and the Company respectively. On April 09, 2021, SEBI issued another Show cause
notice (SCN - 2) to various noticees including Escorts Heart Institute and Research Centre
Limited ("EHIRCL"). In the said show cause notice, with respect to EHIRCL, it
was alleged that INR 567 crore was lent by the Company to EHIRCL in 2011, which was
subsequently transferred by EHIRCL to Lowe Infra and Wellness Private Limited
("Lowe") in multiple transactions for the purchase of a land parcel. This land
parcel, which was allegedly indirectly to be acquired by the Company through its
subsidiary EHIRCL and another entity Lowe, was then transferred to RHC Holdings Private
Limited ("RHC Holdings"). It was stated in the said Show cause notice that a
structured rotation of funds was carried out to portray that the loan extended by the
Company for the purchase of land had been paid back with interest in the year 2011. It is
alleged that the Company was actually paid back by RHC Holding over a period of four years
ending on July 31, 2015. In this respect, the Company and FHsL funds were allegedly routed
through various layers in order to camouflage the transactions, and to circumvent legal
provisions with respect to related party transactions.
In the Show cause Notice dated April 9, 2021 EHIRCL had been clubbed along with the
other noticees, and had been painted with the same brush as the other noticees in alleging
that certain noticees, including EHIRCL, were part of a fraudulent and deceptive device
wherein they acted in fraudulent manner which led to the misuse and/or diversion of funds
from a listed company i.e. FHL, amounting to approximately Rupees 397.12 crore for the
ultimate benefit of RHC Holdings and the erstwhile promoters. Thereby, it is alleged that
EHIRCL has aided and abetted the routing of funds from the Company, ultimately to RHC
Holdings, for the benefit of the promoter entities.
Further, after adjudicating the Show Cause Notice dated April 9, 2021, SEBI passed an
order dated 18.5.2022 wherein it held that EHIRCL is responsible for fraudulent scheme
perpetrated at the behest of the then management of FHL/FHsL for the benefit of their then
promoters and therefore has violated the relevant provisions of SEBI (PFUTP) Regulations.
SEBI acknowledged the fact that EHIRCL working under a completely new management presently
and the said revamped management has already taken steps against the erstwhile promoters
for the fraud perpetrated under their watch, shall serve as a mitigating factor while
computing the penalty under section 15HA of the SEBI Act. Having said this, SEBI vide
order dated 18.5.2022 imposed a penalty of INR 1 crore on EHIRCL for violation of certain
provisions of SEBI laws. The reasoning that was adopted for imposition of penalty on
EHIRCL appears to be exactly on the same lines as the reasoning in the case of FHL and
FHsL. SEBI vide order dated May 18, 2022, passed in the Show Cause Notice dated April 9,
2021, imposed a penalty of INR 1 (one) Crore on EHIRCL after finding that there has been
violation of certain provisions of SEBI laws. While imposing the said penalty, SEBI
acknowledged that EHIRCL working under a completely new management presently and the said
revamped management have already initiated civil and criminal actions against the
erstwhile promoters for the fraud perpetrated under their watch. Both the orders dated
19.4.2022 and 18.5.2022 passed by SEBI have been appealed against by the Company, FHsL and
EHIRCL before Securities Appellate Tribunal, Mumbai ("SAT"). Pursuant thereto,
SAT has stayed both the SEBI Orders dated 19.4.2022 and 18.5.2022 respectively subject to
deposit of 50% of the penalty amount with SEBI, which has been deposited in compliance of
SAT orders. Appeals are pending adjudication.
CAPITAL STRUCTURE/STOCK OPTION
During the year under review, there is no change in the capital structure of the
Company.
The Company currently manages its stock options through "Employee Stock Option
Plan 2007" and "Employee Stock Option Plan 2011" ("Schemes") as
approved by the shareholders. The Nomination and Remuneration Committee of the Board of
Directors of the Company, inter alia, administers and monitors the Schemes of the Company.
Each option when exercised would be converted into one fully paid up equity share of Rs.
10 each of the Company. During the year under review, no option was granted by the
Company. Disclosure pursuant to the Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31, 2023 is
available at the website of the Company at https://www.fortishealthcare.com/investors-
Annual Report / ESOP Disclosure 2022-23.
During the year under review, "no stock options were granted or exercised under
the terms of the "Employee Stock Option Plan 2007 and "Employee Stock Option
Scheme 2011". The certificate from the Secretarial Auditors of the Company stating
that the Schemes have been implemented in accordance with the SEBI Regulations would be
placed at the ensuing Annual General Meeting for inspection by members.
The Company has not made any provision of money for purchase of, or subscription for,
its own shares or of its holding Company.
Details pertaining to shares in suspense account are specified in the report of
Corporate Governance forming part of the Board Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2023 is available on the Company's website at
https://www.fortishealthcare.com/ drupal-data/2023-07/Annual%20Return%20MGT-7%20
2022-23Rs.0.pdf.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars required under Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy and
Technology Absorption, is given in "Annexure III", forming part of
the Board's Report. Further, details pertaining to Foreign Exchange Earnings and Outgo is
as given below:
TOTAL FOREIGN EXCHANGE EARNED AND USED (BASED ON STANDALONE FINANCIAL STATEMENTS)
( Rs. in Crores)
Particulars |
Amount |
Foreign Exchange earned in terms of Actual |
10.79 |
Inflows |
|
Foreign Exchange outgo in terms of Actual |
2.34 |
Outflows |
|
Note: Earning and expenditure in foreign currency is on accrual basis.
CORPORATE SOCIAL RESPONSIBILITY - OUR JOURNEY THROUGH THE PAST YEAR
The Board of Director has approved the CSR policy for the Company. The said policy
approaches this area under the philosophy that the Company efforts should strive towards
building and sustaining a healthier humanity. The policy elucidates the concep t of
growing our business in a socially and environmentally responsible manner through an
active role in empowering communities and driving social development and positive change.
With the above in mind the policy seeks as an objective to bring focus, leveraging its
inherent skills, experience and knowledge. The policy holds itself out as a
forward-looking aspirational charter which recommends liberal interpretation, promotes
activity under the spirit of partnership and recommends that initiatives be targeted to
the needs of the disadvantaged, vulnerable and marginalised sections of society. While the
underlying guidance is to bring alignment of varied activities under the focus umbrella,
it recognises the need to record presence and contribution in such weak links in society
where its mere presence and support could drive significant social benefit. In keeping
with such themes, program/s such as supporting charitable healthcare infrastructure,
disaster relief, preventive healthcare awareness through different channels of
communication, remain well within the range of the policy objectives.
The policy as approved by the Board is available on the Company's web site at
https://www.fortishealthcare.com/drupal-data/investors/
Corporate%2BSocial%2BResponsibility%2BPolicy%2B2022.pdf During the year, the Company has
engaged Sattva Media and Consulting Private Limited ("Sattva Consulting") as an
external agency/ advisor for undertaking CSR activities of the Company and its
subsidiaries for the financial year 2022-23 to 2023-2024. Further, Sattva Consulting is
engaged in the business of, inter alia, providing consultancy services in the social
impact sector and implementation of corporate social responsibility
programmes/initiatives.
This year Company and its subsidiaries contributed their CSR Fund to ICMR, Yova
Unstoppable, IIT Madras as detailed hereinbelow:
Entity |
CSR Obligation |
|
CSR PROJECT |
|
Administrative |
|
for FY 23 |
IIT Madras |
ICMR |
YUVA |
Overheads (max. 5% of CSR Budget) |
Fortis Healthcare Limited |
4,66,32,689 |
- |
2,12,91,744 |
2,49,90,945 |
3,50,000* |
Fortis Hospotel Limited |
4,69,91,400 |
87,26,591 |
3,79,14,809 |
- |
3,50,000* |
Agilus Diagnostics Limited |
2,84,60,639 |
2,83,60,639 |
- |
- |
1,00,000* |
SRL Diagnostics Private Limited1 |
73,14,615 |
72,14,615 |
- |
- |
1,00,000* |
DDRC SRL Diagnostics Limited2 |
1,54,98,155 |
1,53,98,155 |
- |
- |
1,00,000* |
Total CSR Spend |
14,48,97,498 |
5,97,00,000 |
5,92,06,553 |
2,49,90,945 |
10,00,000* |
*Actual amount paid to Sattva Consulting for FY 23.
Note: 1 The new name of the said companies has been reserved by
Registrar of Companies (RoC') as Agilus Pathlabs Private Limited vide letter dated
June 08, 2023. The said company is in the process of making application to the RoC for
seeking approval of the new name.
2 The new name of the said company has been reserved by Registrar of Companies
(RoC') as DDRC Agilus Pathlabs Limited vide letter dated June 07, 2023. The said
company has made an application to the RoC seeking approval of the new name & the same
is awaited.
Report pursuant to Clause O of Sub-Section 3 of Section 134 of the Companies Act, 2013
read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is given in "Annexure
IV".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company as on date of this report comprises Eleven (11)
directors, of which one (1) is a Managing Director and CEO (Executive Director), four (4)
are Independent Directors and rest of the six (6) directors are Non-Executive &
Non-Independent Directors. Pursuant to Sections 152 of the Companies Act, 2013, Mr. Joerg
Ayrle and Mr. Heng Joo Joe Sim are liable to retire by rotation and being eligible offers
themselves for re-appointment at the forthcoming Annual General Meeting of your Company.
During the year under review, Dr. Kelvin Loh resigned from the directorship w.e.f.
February 22, 2023; and Mr. Takeshi Saito and Dr. Farid Bin Mohamed Sani resigned from the
directorships of the Company w.e.f. March 28, 2023. The Board expressed its gratitude for
the service provided by the aforementioned Directors and acknowledged that they took their
Board duties with dedication, grace and seriousness. It may be noted that, pursuant to
Shareholder Subscription Agreement ("SSA") with Northern TK Venture Pte. Ltd.
("NTK") dated July 13, 2018, NTK has a right to appoint 2/3rd of the Directors
on the Board of the Company and accordingly, to fill the aforesaid vacancies, NTK
nominated new candidates on the Board of the Company. The Board appointed, pursuant to the
recommendation of the Nomination & Remuneration Committee, Mr. Mehmet Ali Aydinlar and
Mr. Tomo Nagahiro, as Additional Non-Executive Directors, of the Company w.e.f. March 28,
2023. Further, pursuant to Regulation 17(1C) of SEBI LODR, the Company obtained approval
of shareholders for confirming the appointment of Mr. Mehmet Ali Aydinlar and Mr. Tomo
Nagahiro as Non-Executive Directors of the Company vide a postal ballot on May 10, 2023.
Post closure of the financial year, the Board of Directors has also appointed Mr. Lim
Tsin-Lin as Additional Non-Executive Director on the Board w.e.f May 04, 2023. As per
regulation 17(1C) of SEBI LODR, the Company is seeking approval of shareholders for
confirming the appointment of Mr. Lim Tsin-Lin on the Board of the Company by way of
postal ballot dated May 23, 2023. All Independent Directors have submitted declarations
that they meet the criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. During the FY 23, Six (6) 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 Key Managerial Personnel are as under:
Name |
Designation |
Dr. Ashutosh Raghuvanshi |
Managing Director and |
|
Chief Executive Officer |
Mr. Vivek Kumar Goyal |
Chief Financial Officer |
Mr. Murlee Manohar Jain* |
Company Secretary |
Mr. Sumit Goel** |
Company Secretary |
* Appointed with effect from April 05, 2022. **Resigned with effect from April 04,
2022.
Disclosures regarding the following are mentioned in report on Corporate Governance
forming part of this report.
1. Composition of Committee(s) of the Board of Director and other details;
2. Details of establishment of Vigil Mechanism;
3. Details of remuneration paid to all the Directors including Stock options; and
4. Commission received by Independent Director; if any.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board and the respective committees are
required to carry out performance evaluation of the Board as a body, the Directors
individually, Chairman as well as that of its Committees.
The Nomination of Remuneration Committee ("NRC") and the Board have laid down
the manner in which formal annual evaluation of the performance of the Board, it's
committees and individual directors is required to be made.
The following process of evaluation was approved by the Nomination and Remuneration
Committee and the Board of Directors:
Sr. No. |
Process |
Remarks |
Criteria for Evaluation (including Independent Directors) |
1. |
Kick Off Board Evaluation Program |
The NRC Chairperson kick starts the process. The relevant
questionnaires were circulated to the Board members. |
- |
2. |
Evaluation forms |
The feedback so received from the members on the process was collated
by Chief Human Resource Officer (CHRO). |
This includes Board focus (Strategic inputs), Board Meeting
Management, KPI's, suggestions to improve Board performance Board Effectiveness Management
Engagement, governance, risk management and addressing of follow up requests. |
3. |
Evaluation by the Board and of Independent Directors |
A compilation of the individual self-assessments was placed at the
meetings of the Independent Director's (ID's) and the Board of Directors (BoD) for them to
review collectively. |
This includes demonstration of integrity, commitment, attendance at
the meetings, contribution and participation, professionalism, contribution while
developing Annual Operating Plans, demonstration of roles and responsibilities, review of
high risk issues & grievance redressed mechanism, succession planning, working of
Board Committees etc. |
4. |
Final recording and reporting |
Based on the findings of the assessment, CHRO circulated a report to
the Board members for further discussion and action planning. Based on the above, a final
report on Board Evaluation 2022-23 was presented at a meeting of the Board of Directors. |
The report includes key highlights, a presentation of an analysis of
each response, actionable insights and comments. |
MANAGERIAL REMUNERATION
Disclosures pursuant to Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are as under:
(a) Comparison and ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the FY 23*
Name of the Director |
Designation |
Remuneration |
Median |
Ratio |
|
|
|
of Director (Rs. in Crores) |
Remuneration of Employees |
|
1. |
Dr. Ashutosh Raghuvanshi* |
Managing Directors & CEO |
8.15 |
|
344:33 |
2. |
Mr. Ravi Rajagopal# |
Chairman (Independent Director) |
1.03 |
|
43:1 |
3. |
Dr. Kelvin Loh Chi Keon@ |
Non- Executive Director |
0.05 |
|
2:1 |
4. |
Mr. Dilip Kadambi |
Non- Executive Director |
0.09 |
|
3:1 |
5. |
Dr. Farid Bin Mohamed Sani& |
Non- Executive Director |
0.00 |
|
- |
6. |
Mr. Heng Joo Joe Sim |
Non- Executive Director |
0.06 |
|
2:1 |
7. |
Mr. Indrajit Banerjee# |
Independent Director |
0.92 |
0.0237 |
38:1 |
8. |
Mr. Joerg Ayrle |
Non- Executive Director |
0.12 |
|
5:1 |
9. |
Ms. Shailaja Chandra# |
Independent Director |
0.91 |
|
38:1 |
10. |
Ms. Suvalaxmi Chakraborty# |
Independent Director |
0.83 |
|
35:1 |
11. |
Mr. Takeshi Saito& |
Non- Executive Director |
0.03 |
|
0.42:1 |
12. |
Mr. Mehmet Ali Aydinlar$ |
Non-Executive Director |
0.01 |
|
0.42:1 |
13. |
Mr. Tomo Nagahiro$ |
Non-Executive Director |
0.01 |
|
0.42:1 |
* Annual Salary paid including the perquisites (if any) which is considered for
taxation, however, does not include the reimbursements paid against the expense bills
submitted.
# The Non-Executive/Independent Directors are paid sitting fees & commission
on the basis of their attendance at the Board/ Committee Meetings. Any variation
highlighted above in remuneration of these Directors is on account of number of meetings
held or attended during the year.
@ Dr. Kelvin Loh Chi Keon resigned w.e.f. February 22, 2023
& Dr. Farid Bin Mohamed Sani and Mr. Takeshi Saito have resigned as
Directors of the Company w.e.f. March 28, 2023. $ Mr. Mehmet Ali Aydinlar and
Mr. Tomo Nagahiro were appointed as Non-Executive Directors of the Company w.e.f.
March 28, 2023.
(b) The percentage increase in remuneration of each director, Chief Financial Officer,
Chief Executive Officer, Company Secretary or Manager, if any, during the financial year
under review:
Employee Name |
Designation |
% of increment |
Dr. Ashutosh Raghuvanshi |
Managing Director and Chief Executive Officer |
0% |
Mr. Vivek Kumar Goyal |
Chief Financial Officer |
6% |
Mr. Sumit Goel* |
Company Secretary |
0% |
Mr. Murlee Manohar Jain** |
Company Secretary |
0% |
*Resigned w.e.f April 04, 2022. **Appointed w.e.f April 05, 2022.
(c) The percentage increase in the median remuneration of employees in the financial
year- 9%
Increases in annual CTC of the employees between the current and last financial year
are considered. (d) The number of permanent employees on the rolls of the Company is 2975
as on March 31, 2023.
(e) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and any exceptional
circumstances for increase in the managerial remuneration **
Particulars |
For the FY 23 |
(A) Average percentile increases already made in the salaries of
employees other than the managerial personnel |
8.42% |
(B) Percentile increase in the managerial remuneration |
6% |
Comparison of (A) and (B) |
+2.42% |
Justification |
8.42% is the Company average salary increment excluding KMPs. The
increment rates vary based on the Job grades and performance ratings of the employees. |
Any exceptional circumstances for increase in the managerial
remuneration |
- |
** Salary increases % (percentage) considered in comparison between salary as on
31/3/2022 and 31/3/2023 of the active employees as on 31/3/2023 *** KMP Salary revision-
only one member had a salary increase hence the increment rate applied with the same rate.
(f) Duringthefinancialyear2022-23,Rs.2,85,95,850.00variable pay was paid to Dr.
Ashutosh Raghuvanshi, MD and CEO, Rs. 93,20,000.00 to Mr. Vivek Kumar Goyal, Chief
Financial Officer, and Rs. 11,18,218.00 to Mr. Sumit Goel, erstwhile Company Secretary,
and Rs. 5,00,000.00 to Mr. Murlee Manohar Jain, Company Secretary for year 2022-23. ******
******Variable pay includes Annual Variable Payments and Leave balance encashments.
(g) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the
Company.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director etc. Details of Remuneration Policy and changes, if any, are
stated in the Corporate Governance Report.
Your Company has from time to time familiarised the Board of Directors with the
Company's operations, their roles, rights, responsibilities in your Company, nature of the
industry in which your Company operates, business model of your Company, etc. The same is
governed by a template viz Board of Directors Governance Standard and it is available on
the website of the Company at https://www.fortishealthcare.com/drupal-data/investors/
Board%2Bof%2BDirectors%2BGovernance%2BStandards.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 employees
of your Company, will be provided upon request. In terms of Section 136 of the Companies
Act, 2013, the Report and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees' particulars which is available for
inspection by the Members.
RELATED PARTY TRANSACTIONS
Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, are given in "Annexure - V" in Form AOC- 2 as
specified under the Companies Act, 2013.
The Related Party Transactions are placed before the Audit Committee for approval as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of a foreseeable and repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee for their review on a quarterly
basis. The policy on Related Party Transactions as approved by the Board is uploaded on
the Company's website at https://www.fortishealthcare.com/drupal-data/investors/
Policy%2Bon%2BRelated%2BParty%2BTransactions.pdf None of the current Directors has any
pecuniary relationship or transaction vis-?-vis your Company, except to the extent of
sitting fees and remuneration/commission approved by the Board of Directors and/or
shareholders of your Company and as disclosed in this Annual Report.
RISK MANAGEMENT POLICY
Your Company has designed a risk management policy and framework for risk
identification, assessment, mitigation plan development and monitoring of action to
mitigate the risks. The key objective of the Enterprise Risk Management Policy ("ERM
Policy") policy is to provide a formalised framework to enable judicious allocation
of resources on the critical areas which can adversely impact your Company's ability to
achieve its objectives. The policy is applicable to the Company and its subsidiaries. This
framework enables the management to develop and sustain a risk-conscious culture, wherein,
there is a high degree of organisation-wide awareness and understanding of external and
internal risks associated with the business. The policy defines an architecture and
oversight structure to assist effective implementation. By clearly defining terms and
outlining roles and responsibilities, ERM promotes risk ownership, accountability,
self-assessment and continuous improvement to minimise adverse impact on achievement of
business objectives and enhance your Company's competitive advantage. Your company has
also defined quantitative key risk indicators (KRIs) to monitor the effectiveness of
actions take to mitigate the identified risks. The details thereof are covered under the
Management and Discussion Analysis Report which forms part 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 Sexual
Harassment. As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your
Company has constituted Internal Complaints Committees (ICC). During the year, your
Company has received 5 complaints on sexual harassment and all 5 complaints have been
resolved with appropriate action taken and no complaint was pending as on March 31, 2023.
The same may also be read in terms of Companies (Accounts) Rules, 2014.
DISCLOSURE REQUIREMENTS
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance Report with Auditors' certificate thereon and Management Discussion
and Analysis Report are attached, which form part of this report.
CODE OF CONDUCT
Declaration by Dr. Ashutosh Raghuvanshi, Managing Director and Chief Executive Officer
confirming compliance with the Fortis Code of Conduct' is enclosed with Corporate
Governance Report.
CERTIFICATE BY STATUTORY AUDITORS FOR DOWNSTREAM INVESTMENT
A certificate from the Statutory Auditors of your Company stating that your Company has
duly complied with the requirements of downstream investment made by your Company to
second level entities in accordance with Foreign Exchange Management (Transfer or Issue of
Security by a Person Resident Outside India) Regulations, 2017 would be available at the
Annual General Meeting for inspection by members.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013: (a) in the preparation of the Annual
Accounts, the applicable accounting standards have been followed along with proper
explanations relating to material departures therefrom, if any; (b) The selection and
application of accounting policies were assessed for their consistent application and
judgements and estimates were made that are reasonable and prudent so as to give a true
and fair view of the state of the affairs of your Company at the end of the financial year
and of the profit of your Company for the Financial Year ended March 31, 2023; (c) Proper
and sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the assets of your Company and
for preventing and detecting fraud and other irregularities; (d) the Statements have been
prepared on a going concern basis; (e) Proper internal financial controls have been laid
down and that such internal financial controls are adequate and are operating effectively;
and (f) There are proper systems in place to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude to the Central Government, State
Governments and all other Government agencies for the assistance, co-operation and
encouragement they have extended to the Company. Your Directors also take this opportunity
to extend a special thanks to the medical fraternity and patients for their continued
cooperation, patronage and trust in the Company. Your Directors are glad to place on
record that your Company has posted a strong financial performance during the year and
greatly appreciate the commitment and dedication of all the employees, that has
contributed to the growth and success of the Company. Your Directors also thank all the
strategic partners, business associates, Banks, financial institutions for their
assistance, co-operation and encouragement to the Company during the year. Last but not
the least your Directors thank the Shareholders of the Company for their continued faith
in the Company.
|