Your Directors have pleasure in presenting herewith the Twenty SixthAnnual Report of your Company along with the Audited Standalone and Consolidated FinancialStatements and the Auditors? Report thereon for the Year ended March 31 2022.
The highlights of Consolidated Financial Results of your Company andits Subsidiaries are as follows:
( H in lacs)
| ||Consolidated || |
|Particulars ||Year ended March 31 2022 ||Year ended March 31 2021 |
|1. Revenue from operations ||571761 ||403012 |
|2. Other income ||2734 ||4656 |
|3. Total income (1+2) ||574495 ||407668 |
|4. Expenses || || |
|(a) Purchases of medical consumable and drugs ||140337 ||97448 |
|(b) Changes in inventories of medical consumable and drugs ||(4614) ||142 |
|(c) Employee benefits expense ||97294 ||84901 |
|(d) Finance costs ||14685 ||16588 |
|(e) Professional charges to doctors ||110130 ||80897 |
|(f) Depreciation and amortisation expense ||30084 ||29060 |
|(g) Other expenses ||121718 ||99180 |
|Total expenses ||509634 ||408216 |
|5. Net profit / (loss) from continuing operations before share in profit / (loss) of associates and joint ventures exceptional items and tax (3-4) ||64861 ||(548) |
|6. Add: Share in profit of associate companies and joint ventures ||2415 ||4756 |
|7. Net profit / (loss) before exceptional items and tax (5+6) ||67276 ||4208 |
|8. Exceptional gain (refer note 4) ||31503 ||121 |
|9. Profit / (loss) before tax from continuing operations (7+8) ||98779 ||4329 |
|10. Tax expense / (credit) ||19784 ||9946 |
|11. Net profit / (loss) for the period from continuing operations (9-10) ||78995 ||(5617) |
|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) ||78995 ||(5617) |
|16. Profit / (loss) from continuing operations attributable to: || || |
|Owners of the Company ||55512 ||(10976) |
|Non-Controlling Interest ||23483 ||5359 |
|17. Profit / (loss) from discontinuing operations attributable to: || || |
|Owners of the Company ||- ||- |
|Non-Controlling Interest ||- ||- |
|18. Other Comprehensive Income (including OCI relating to associates and joint venture) (after tax) ||(4650) ||1034 |
|19. Other comprehensive Income/(Loss) attributable to: || || |
|Owners of the Company ||(4640) ||1002 |
|Non-Controlling interest ||(10) ||32 |
|20. Total comprehensive Income/( Loss) (15+18) ||74345 ||(4583) |
|21. Total comprehensive Income/(Loss) attributable to: || || |
|Owners of the Company ||50872 ||(9974) |
|Non-Controlling interest ||23473 ||5391 |
The highlights of financial results of your Company as a Standaloneentity are as follows:
( H in lacs)
| ||Standalone || |
|Particulars ||Year ended March 31 2022 ||Year ended March 31 2021 |
|Continuing Operations || || |
|1 Operating Income ||86261 ||63287 |
|2 Other Income ||13410 ||19198 |
|3 Total Income (1+2) ||99671 ||82485 |
|4 Total Expenditure (Excluding finance cost depreciation & tax expenses) ||74721 ||60495 |
|5 Operating Profit (EBITDA) (3-4) ||24950 ||21990 |
|6 Finance Charges Depreciation & Amortization ||24221 ||25223 |
|7 Profit before exceptional items and tax (5-6) ||729 ||(3233) |
|8 Exceptional items ||(1628) ||5646 |
|9 Profit before tax (7+8) ||(899) ||2413 |
|10 Tax Expenses ||426 ||1993 |
|11 Net Profit for the year (9-10) ||(1325) ||420 |
|12 Share in profits of associate companies ||- ||- |
|13 Profit for the year from continuing operations (11+12) ||(1325) ||420 |
|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) ||(1325) ||420 |
|Other comprehensive income ||28 ||86 |
|Total comprehensive income (15+16) ||(1297) ||506 |
STATE OF COMPANY?S AFFAIRS OPERATING RESULTS AND PROFITS
Fiscal 2021-22 started amidst second wave of Covid pandemic which wassignificantly more severe than the first wave seen in FY 2020-21. The country witnessedits daily highest case load at approx.4.14 lakh - the highest number recorded in a singleday during the second wave. India?s health infrastructure struggled with oxygensupply shortage of manpower drugs and hospital beds. The second wave driven by the Deltavariant resulted in lockdowns across most states where we have a presence severelyimpacting the patient flow in our hospitals. However the organization displayed agilityand re-oriented itself to deal with the pandemic and made all efforts to provide the bestpossible care to our patients.
The Company?s performance in both of its hospital and diagnosticsbusinesses improved despite Covid-19 waves impacting normal business operations in Q1FY22& Q4FY22. The hospital business witnessed a fast rise in Covid occupancy between theperiod April to mid-May with a decline in the Non-Covid occupancy. However unlike thefirst wave of the pandemic in the last fiscal where Non Covid occupancy recovery was slowmid-May onwards Non Covid occupancy witnessed a relatively faster rebound allowing thebusiness to show a steady performance in the quarter. Subsequently Q2FY22 and Q3FY22witnessed steady occupancy which declined in Q4FY22 due to infectious Omicron variant ofCovid19 hitting the country again thus impacting the overall occupancy of the hospitalbusiness in the last quarter.
Diagnostic business witnessed a strong and exceptional Q1FY22 primarilydue to significant contribution from Covid revenues offsetting the impact on Non-Covidrevenues during the quarter. The business was also strengthened as a result of theacquisition of balance 50% JV stake in DDRC SRL Diagnostics Private Limited Kerala duringApril 2021.
For FY 2021-2022 the Company reported a Consolidated revenue fromOperations of INR 5718 Crores compared to INR 4030 Crores reported for FY 2020-21.Revenue from Hospital business stood at INR 4264 Crores compared to INR 3124 Croresreported during the corresponding year. SRL Limited the diagnostic business of thecompany reported gross revenues of INR 1605 Crores compared to INR 1035 Crores in theprevious financial year. The significant increase in diagnostic business revenue was as aresult of the acquisition of 50% balance stake in DDRC SRL JV as well as increase in Covidrevenues. Considering elimination of inter-company revenue (within the group) net revenueof SRL Ltd was at INR 1454 Crores compared to INR 906 Crores in FY 2020-21.
The Consolidated EBITDA of the Company stood at INR 1096 Crorescompared to INR 451 Crores for the previous year. EBITDA margin of the Company stood at19.2% in FY 2021-22 versus 11.2% reported in FY 2020-21. Hospital business EBITDA for FY2021-22 was at INR 672 Crores compared to INR 263 Crores reported for FY 2020-21. EBITDAmargin of the hospital business stood at 15.8% in FY 2021-22 versus 8.4% in FY 2020-21.
The diagnostic business of the Company reported EBITDA of INR 425Crores compared to INR 200 Crores reported in the previous year. EBITDA margin of thediagnostic business stood at 26.5% (basis gross revenue) for the year FY 2021-22 comparedto 19.3% in FY 2020-21.
Profit after tax for FY 2021- 22 stood at INR 790 Crores versus a lossof INR 56 Crores in the previous financial year. PAT of INR 790 Crores includes anexceptional gain of INR 315 Crs primarily on remeasurement of the previously held equityinterest of SRL in the SRL-DDRC 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 debtof INR 549 Crores as on March 31 2022 versus INR 849 Crores as of March 31 2021 (netdebt to equity of 0.08x vs 0.13x respectively). Gross debt of the Company stood at INR966 Crores as on March 31 2022 versus INR 1271 Crores as of March 31 2021.
All decisions at your Company are taken keeping in mind the patient atthe center. Fortis? primary objective is to become the most trusted healthcareprovider in India. Accordingly your Company makes efforts to consistently improve thequality of all its services. Your Company has put together ultra-modern healthcarefacilities equipped with best-in-class diagnostic and therapeutic technology and acompetent team comprising of some of the finest clinical and paramedical talent availablein the country. All the Fortis facilities whether owned or operated by your Companyfollow globally accepted medical protocols and procedures and are focused on deliveringthe best possible clinical outcomes. Your Company?s healthcare facilities providehigh standards of secondary tertiary and quaternary healthcare services in thespecialties of Cardiac Sciences Orthopaedics Neurosciences Oncology Sciences RenalSciences Gastro Sciences and Mother and Child care.
Post the 2nd COVID wave decline in Q1FY22 the Companyreinstated its focus on the strategic priorities that it had outlined for FY22. Yourcompany started strengthening the prime medical programs in key facilities across Indiawith addition of several eminent clinicians in Cardiac Sciences Oncology Neuro-SciencesGastroenterology and Orthopedics. The Company invested heavily in high-end medicalinfrastructure and equipment including Cath Labs Neuro-Surgical MicroscopesNeuro-Navigation Systems Endoscopy Systems and Medical Oxygen Generation plants.
Your company continued to work on cluster synergies and focused itsefforts towards developing synergies in Sales and Marketing Supply Chain and HumanResources. Also several eminent clinicians were engaged with multiple units in a clusterproviding synergy to medical programs. The focus on cost transformation continued throughour efforts on implementing a comprehensive program that aims to rationalize drugs andconsumables cost and bring in capex efficiencies. Additionally your Company endeavors tocommission over 1500 new beds over the next 3 to 5 years in existing facilities toleverage economies of scale majority of bed additions are planned in Noida BGRoad Anandapur Mulund Shalimar Bagh FMRI Mohali and Arcot Road.
The healthcare vertical of the Company primarily comprise day carespecialty diagnostics and tertiary and quaternary care. As of March 31 2022 the Companyhad a network of 26 healthcare facilities in India with approximately 4300 operationalbeds including beds under the O&M model.
In addition its Indian diagnostics business has a presence in over 600cities and towns with an established strength of over 426 laboratories 20+ radiology /imaging centers; 46+ Accreditations (NABL/NABH/CAP) and a footprint spanning 3050+customer touch points.
There has been no change in the nature of business of the Companyduring the year under review. The Company continues its endeavor to provide qualityhealthcare services with an emphasis on high degree of clinical outcomes and anunparalleled patient experience.
(further information on Company performance is detailed in the Companysection of the "Management Discussion and Analysis" in the Annual Report).
SIGNIFICANT MATTERS DURING THE YEAR UNDER REVIEW
The Company undertook a comprehensive strategic review and prioritisedkey areas to drive revenues and operational performance. These include aspects related toevaluating the current portfolio of the Company?s facilities and planned bedexpansion initiating cost optimisation measures across the network investing intechnology and medical equipment and further strengthening its clinical excellenceprogram. Further details of this are mentioned in the Business Strategy section of theManagement Discussion and Analysis Report (MDA?).
Further the Board has from time to time during the year under reviewupdated its stakeholders about the key developments that took place by disseminatingnecessary information to the stock exchanges and through various means of communicationsto the investors. Some of key activities are mentioned below:
Open Offer- The Board had at its meeting held on July 132018 accepted the binding bid made by IHH Healthcare Berhad (IHH). Pursuant thereto yourCompany entered into subscription Agreement dated July 13 2018 for issuance of235294117 Shares at a price of H 170 per share for an aggregate consideration upto H4000 Crores (Rupees Four Thousand Crores only) to Northern TK Venture Pte Limited("NTK") an indirect wholly owned subsidiary of IHH. Consequently afterobtaining regulatory and statutory approvals such as from Securities and Exchange Board ofIndia Competition Commission of India and in terms of Securities and Exchange Board ofIndia (Substantial Acquisition of Shares and Takeovers) Regulations 2011 IHH made theMandatory Open Offer for acquisition of upto 197025660 Equity Shares representingadditional 26% of the expanded voting share capital of your Company ("Fortis OpenOffer") and another Mandatory Open Offer for acquisition of up to 4894308 fullypaid up equity shares of face value of H 10 each representing 26% of the fully dilutedvoting equity share capital of Fortis Malar Hospitals Limited ("Fortis Malar OpenOffer").
After the Preferential Allotment on November 13 2018 publicannouncement was made on December 7 2018 regarding Fortis Open Offer and Fortis MalarOpen Offer thereafter the Hon?ble Supreme Court of India had on December 14 2018passed an order ("Order") directing "status quo with regard to sale of thecontrolling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad bemaintained". In light of the Order Fortis Open Offer and Fortis Malar Open Offerwere put on hold until further order(s) / clarification(s) / direction(s) issued by theHon?ble Supreme Court of India. Application was filed by your Company formodification of the Order and for proceeding with Fortis Open Offer and Fortis Malar OpenOffer. Vide its judgment dated November 15 2019 ("Judgment") the Hon?bleSupreme Court issued suo-moto contempt notice to among others your Company and directedits Registry to register a fresh contempt petition in regard to alleged violation of theOrder ("Contempt Petition"). In this respect the Hon?ble Supreme Courtsought an enquiry into:
(i) Whether the subscription by NTK for the Shares of your Company wasundertaken after the Order and accordingly if such subscription was in violation of theOrder; and
(ii) The consummation of acquisition of healthcare assets from RHTHealth Trust by your Company.
The Company has filed a reply to the show cause notice issued in thesuo-moto contempt praying inter alia that the suo-moto contempt proceedings be droppedand Order be modified / vacated such that Fortis Open Offer and Fortis Malar Open Offermay proceed. Since the issuance of the Judgement several other parties have filedapplications before the Hon?ble Supreme Court for seeking various remedies including
(i) Daiichi Sankyo Co. Ltd has sought permission to be impleaded in theSuo- Moto Contempt;
(ii) Securities and Exchange Board of India has sought resumption ofthe Fortis Open Offer citing larger public interest at stake;
(iii) NTK has filed applications to intervene in the Supreme CourtProceedings to be heard and for vacation of the Order that continues to stay the FortisOpen Offer and Fortis Malar Open Offer. On August 14 2020 an application has beensubmitted before the Hon?ble Supreme Court of India seeking permission for change ofname brand and logo of your Company and its subsidiaries. On May 12 2021 the hearing inSupreme Court have been concluded and the judgement/order has been reserved.
Other Matters: The Company?s Board of Directorsinitiated additional procedures/ enquiries of certain entities in the Group that wereimpacted in respect of the matters investigated by an appointed external legal firm.Pending completion of the additional procedure / enquiries ("Additional Procedures /Enquiries") and since the earlier investigation was subject to the limitations on theinformation available to the other external legal firm (being subject to theirqualifications and disclaimers as described in their investigation report as disclosed inthe audited financial statements for the years ended March 31 2018 March 31 2019 andMarch 31 2020) certain audit qualifications were made in respect of FHL?s financialstatements for those financial years as the Statutory Auditors were unable to comment onthe nature of those matters the provisions established thereof or any further potentialimpact on the financial statements. In order to resolve the same the Board mandated themanagement to undertake review of certain areas in relation to historical transactions forthe period April 1 2014 to September 30 2018 involving additional verification byengaging independent experts with specialised forensic skills to assist with theAdditional Procedures/Enquiries and conduct data gathering exercise in connectiontherewith. The independent experts submitted their report which was discussed andconsidered by the Board in its meeting held on September 16 2020.
The Board noted that the Additional Procedures / Enquiries primafacie revealed further instances of payments made to the erstwhile promoters or to theirdirectly or indirectly related parties including erstwhile promoter group entities whichwere potentially improper. All of the amounts identified in the Additional Procedures /Enquiries had been previously provided for or expensed in the financial statements of FHLor its subsidiaries with full disclosures. There are no further improper transactionsidentified by the Additional Procedures / Enquiries or / by the management which had notbeen expensed or provided. In connection with the potentially improper transactions yourCompany has undertaken a detailed review of each case to assess the Company?s legalrights and has initiated appropriate legal action. Complaint has been filed with theEconomic Offences Wing ("EOW") in November 2020 against erstwhile promoters /erstwhile promoters group company in respect of certain transactions which is beinginvestigated. First Information Report (FIR) was registered on July 3 2021 againstErstwhile Promoters and EOW is investigating the matter.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors of your Company has not recommended any dividendfor FY 2021-22. Accordingly there has been no transfer to general reserves.
Post closure of financial year the Company has revised its DividendDistribution Policy effective May 25 2022 wherein the Board has approved that subject tothe consideration of the parameters as detailed out in the policy the dividend pay-outratio is expected to be around 20% of Consolidated Group?s profit after tax andminority interests (before exceptional items) at the Company level.
Refer the Company?s policy on Dividend Distribution available onthe website of the Company athttps://s3.ap-southeast-1.amazonaws.com/s3.fortishealthcare.com/Dividend+Distribution+Policy+Final(New).pdf
There are no material changes and commitments affecting the financialposition of your Company which have occurred between the end of the Financial Year 2021-22and the date of this report.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS
Statutory Auditors in their report to the Board of Directors on theInternal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act 2013 ("The Act") have given the opinion thatthe Company and such companies incorporated in India which are its subsidiary companiesand joint venture companies (jointly controlled company) have in all material respectsadequate internal financial controls with reference to consolidated financial statementsand the financial statements of the Company and such internal financial controls wereoperating effectively as at March 31 2022 based on the internal financial controls withreference to consolidated financial statements and the financial statements of theCompany criteria established considering the essential components of such internalcontrols stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. TheAuditor?s opinion on adequacy and operating effectiveness of internal control isself-explanatory.
DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES
During the year under review there has been no change in thesubsidiaries / joint venture and associate Companies except otherwise providedhereinbelow:
Sunrise Medicare Private Limited was struck-off fromMinistry of Corporate Affairs on August 17 2021.
SRL Limited subsidiary company has acquired balance 50%stake in joint venture DDRC SRL Diagnostics Private Limited (DDRC SRL?) interms of Share Purchase Agreement dated March 24 2021 and thereby DDRC SRL became astep-down subsidiary of the Company effective April 5 2021.
Further note that your Board of Directors have adopted a policy fordetermining "material subsidiary" pursuant to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The said policy is available at https://s3.ap-southeast-1.amazonaws.com/s3.fortishealthcare.com/Policy+On+Material+Subsidiary_Final-+August+2021(New).pdf
In terms of the said policy as on April 1 2022 Fortis HospitalsLimited (FHsL) International Hospital Limited (IHL) Fortis Hospotel Limited (FHTL) andSRL Limited are considered as Material Subsidiary(ies). Necessary compliances w.r.t.material subsidiaries have been duly carried out. The copies of the Secretarial AuditReports of the material subsidiaries issued by the Company Secretary in Practice formspart of this report.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIESASSOCIATES AND JOINT VENTURE COMPANIES
The consolidated financial statements of your Company and itssubsidiaries prepared in accordance with applicable accounting standards issued by theInstitute of Chartered Accountants of India forms part of the Annual Report. In terms ofthe Section 136 of the Companies Act 2013 financial statements of the subsidiarycompanies are not required to be sent to the members of the Company. Your Company willprovide a copy of separate annual accounts in respect of each of its subsidiary to anyshareholder of the Company who asks for it and said annual accounts will be available forinspection and are also available on the website of the Company. Performance and financialposition of each of Subsidiaries Associates and Joint Ventures included in theConsolidated 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 companiesto the overall performance of your Company is outlined in Note No. 26 of the ConsolidatedFinancial Statements for the year ended March 31 2022.
Particulars of Loans / Advances / Investments /guarantees given andoutstanding during the Financial Year 2021-22 forms part of the Notes to the FinancialStatements.
During the financial year under review your Company has not invited oraccepted any deposits from the public pursuant to the provisions of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 andtherefore no amount of principal or interest was outstanding in respect of deposits fromthe Public as of the date of Balance Sheet.
UTILISATION OF FUNDS
The details of utilization of funds raised through preferentialallotment are mentioned in Notes to Financial Statements. During the year under review nopreferential allotment was made by the Company.
M/s B S R & Co. LLP (Registration No. 101248W/W- 100022)Chartered Accountants were appointed as Statutory Auditors of your Company for a periodof five years i.e. up to the conclusion of the Annual General Meeting to be held in theyear 2024.
The statutory auditors have in their report to the Board of Directorson the consolidated financial statements of the Company made the following comments whichare self-explanatory and are categorised as "Emphasis of Matter" hence nocomments in this regard have been offered by your Board of Directors:
a) Note 27 and 28 of the consolidated financial statements which dealswith various matters including the ongoing investigation by Serious Fraud InvestigationOffice ("SFIO on Fortis Healthcare Limited and its subsidiaries regarding allegedimproper transactions and non-compliances with laws and regulations including CompaniesAct 2013 (including matters relating to remuneration paid to managerial personnel). Thesetransactions and non-compliances relate to or originated prior to take over of control byreconstituted board of directors of Fortis in the year ended 31 March 2018. As mentionedin the note the Group has been submitting information required by SFIO and is alsocooperating in the regulatory investigations.
As explained in the said note the Group had recorded significantadjustments/ provisions in its books of account during the year ended 31 March 2018. TheCompany has launched legal proceedings and has also filed a complaint with the EconomicOffences Wing (EOW?) against erstwhile promoters and their related entitiesbased on the findings of the investigation conducted by the Group. Further based onmanagement?s detailed analysis and consultation with external legal counsel afurther provision has been made and recognised in the previous year for any contingencythat may arise from the aforesaid issues. As per the management any further additionalimpact to the extent it can be reliably estimated as at present is not expected to bematerial.
b) Note 29 of the consolidated financial statements relating to theorder dated 15 November 2019 of the Hon?ble Supreme Court where it is stated thatthe Hon?ble Supreme Court has issued suo- moto contempt notice to among others theCompany and directed its Registry to register a fresh contempt petition in regard toalleged violation of its order dated 14 December 2018. In this respect the Hon?bleSupreme Court has sought an enquiry into (i) whether the subscription by Northern TKVenture Pte Ltd. Singapore a wholly owned subsidiary of IHH Healthcare Berhad Malaysiato the shares of the Company was undertaken after the status quo order was issued by theHon?ble Court on December 14 2018 and accordingly if such subscription was inviolation of this status quo order; and (ii) the consummation of the acquisition ofhealthcare assets from RHT Health Trust by the Company. As also explained in the saidnote the management believes that it has a strong case on merits and as per the currentposition of the case the liability if any arising out of this contingency cannot bedetermined at this stage. Accordingly at present no adjustment is required in theconsolidated financial statements.
Further as per the requirement of Companies Auditor Report Order(CARO) Rules 2016 there was no fraud other than as disclosed pertaining to earlieryears reported by the above stated auditors during the year under review.
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 the cost audit records maintained by yourCompany in respect of its hospital activity is required to be audited. Your Directors hadon the recommendation of the Audit Committee appointed M/s. Jitender Navneet & Co.Cost Accountants to audit the cost accounts of your Company for the Financial Year 2021-22at a remuneration of H 3.5 lacs (plus out of pocket expenses and taxes). As required underthe Companies Act 2013 the remuneration payable to the Cost Auditors is required to beplaced before the Members in a general meeting for ratification. Accordingly a resolutionseeking Member?s ratification for the remuneration payable to M/s Jitender Navneet& Co. Cost Auditors is included in the Notice convening the ensuing Annual GeneralMeeting. Further in terms of the Companies (Accounts) Rules 2014 it is confirmed thatmaintenance 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 accordinglysuch accounts and records are properly made and maintained.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Sanjay Grover & Associates Practicing Company Secretaryto undertake the Secretarial Audit of the Company. The Company has complied with theprovisions of Secretarial Standards to the extent feasible. The Secretarial Audit Reportis enclosed herewith as "Annexure - II".
Upon the recommendation of the Audit Committee the Board of Directorshas appointed Mr. Rajiv Puri Head Risk and Internal Audit as the Chief Internal Auditorof your Company and authorized him to engage independent firm(s) if needed forconducting the internal audit for the Financial Year 2021-22 to enable him to extendadequate coverage of internal audit checks. Accordingly Deloitte was engaged to carry outcertain aspects of Internal Audit for your Company/its subsidiaries to augment thein-house team of internal audit team led by the Chief Internal Auditor.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During FY 2017-18 the Company received a communication from theSecurities and Exchange Board of India (SEBI) confirming that an investigation has beeninstituted by SEBI in the matter of the Company. In the aforesaid letter SEBI requiredthe Company under section 11C (3) of the SEBI Act 1992 to furnish certain information anddocuments relating to the short-term investments of Rupees 473 Crores reported in themedia. SEBI had appointed forensic auditors to conduct a forensic audit of collatinginformation from the Company and certain of its subsidiaries. The Company / itssubsidiaries furnished requisite information and documents requested by SEBI.
In furtherance of the above subsequently on October 17 2018 SEBIpassed an ex-parte Interim Order ("Order") whereby it observed that certaintransactions were structured by some identified entities over a certain duration andundertaken through the Company which were prima facie fictitious and fraudulent in natureand which resulted in inter alia diversion of funds from the Company for the ultimatebenefit of erstwhile promoters (and certain entities controlled by them) andmisrepresentation in financial statements of the Company. Further it issued certaininterim directions that inter alia directed the Company to take all necessary steps torecover Rupees 40300 lacs along with due interest from erstwhile promoters and variousother entities as mentioned in the Order. More importantly the said entities had alsobeen directed to jointly and severally repay Rupees 40300 lacs along with due interest toCompany within three months of the order. Incidentally the order also included FHsL asone of the entities directed to repay the due sums. Pursuant to this FHsL?sbeneficial owner account had been suspended for debits by the National SecuritiesDepository Limited and Central Depository Services (India) Limited. Further SEBI had alsodirected the said entities that pending completion of investigation and till furtherorder they shall not dispose of or alienate any of their assets or divert any fundsexcept for the purposes for meeting expenses of day-to-day business operations withoutthe prior permission of SEBI. Erstwhile-promoters were also directed not to associatethemselves with the affairs of the Company in any manner whatsoever till furtherdirections. Parties named in the Order had been granted opportunity for filing theirrespective replies/objections within 21 days.
The Company and its wholly owned subsidiary i.e. Fortis HospitalsLimited (FHsL) had then filed applications for modification of the order for deletion ofname of FHsL from the list of entities against whom the directions were issued. Pursuantto this SEBI vide order dated December 21 2018 modified its previous order datedOctober 17 2018 deleting FHsL from the list of entities against whom the Order wasdirected. Pursuant to this the suspension order by National Securities Depository Limitedfor debits in beneficial owner account of FHsL was accordingly removed. Vide Order datedMarch 19 2019 ("Confirmatary Order") SEBI confirmed the directions issued videad interim ex-parte order dated October 17 2018 read with order dated December 21 2018till further orders. SEBI also directed the Company and FHsL to take all necessary stepsto recover Rupees 40300 lacs along with due interest from erstwhile-promoters and variousother entities as mentioned in the Order.
Company and FHsL had filed necessary applications in this regardincluding an application with the Recovery Officer SEBI under Section 28A of theSecurities and Exchange Board of India Act 1992 for the recovery of the amounts owed bythe erstwhile-promoters and varisous other entities to the Company and FHsL. SEBI vide itsletter dated June 14 2019 has stated that provisions of Section 28A of SEBI Act 1992cannot be invoked at this stage hence Company and FHsL may take necessary steps to complywith SEBI?s direction. Accordingly FHsL has filed a civil suit for recovery ofRupees 52019 lacs before Hon?ble Delhi High Court against the parties named in theorders passed by SEBI.
The Investigation Report of the external legal firm was submitted bythe Company to the SEBI and SFIO on June 12 2018. Further the Company has submitted acopy of the complaint filed with the EOW and a copy of the report of the additionalprocedures/ enquiries done by the independent expert to SEBI and SFIO on November 102020.
By an order dated November 12 2020 SEBI revoked its Interim ordersread with Confirmatory Order qua Best Healthcare Pvt. Ltd. Fern Healthcare Pvt. Ltd. andModland Wears Pvt. Ltd. and directed that the ongoing proceedings against them besubstituted with adjudication proceedings. The order expressly clarified that the Companyand FHsL were at liberty to pursue remedies under law as deemed appropriate by themagainst the abovementioned entities in respect of their role in the diversion of funds. AShow-Cause Notice (SCN- 1) was issued by SEBI to various entities including the Companyand FHsL on November 20 2020. In the SCN- 1 it was inter-alia alleged that theconsolidated financials of the Company at the relevant period were untrue and misleadingfor the shareholders of the Company and the Company had circumvented certain provisions ofthe 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 December28 2020 praying for quashing of the SCN- 1 by inter alia reiterating that the Company andFHsL were in fact victims of the schemes of the Erstwhile Promoters (Malvinder MohanSingh and Shivinder Mohan Singh) and justice equity and fairness demands that the victimought not be punished for the offences of the wrongdoers. All acts impugned in the SCN- 1relate to the period when the Erstwhile Promoters controlled the affairs of Company andFHsL and the erstwhile Promoters are no longer involved in the affairs of the Company andFHsL. The Erstwhile Promoters were responsible for financial misrepresentation and not theCompany and FHsL. Post resignation of the Erstwhile Promoters in February 2018 the Boardof Directors of the Company solely comprising independent Directors looked after itswelfare until a new promoter invested and took control of the Company till such time asthe new promoters of the Company (i.e. NTK Venture Pte. Ltd.) assumed control of theCompany pursuant to a preferential allotment which was approved by the CompetitionCommission of India and SEBI which approved the open offer which was triggered by suchpreferential allotment. Any adverse orders against the Company and FHsL would harm theirexisting shareholders employees and creditors. The Company and FHsL have takensubstantial legal actions against the Erstwhile Promoters and significant steps to recoverthe diverted amounts. Oral submissions in response to the SCN- 1 were made in a personalhearing before the SEBI Whole Time Member on January 20 2021 and written submissions werefiled. SEBI has passed an order dated 19.04.2022 w.r.t SCN -1 and directed 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 toregularly monitor the progress of such measures and report the same to board of directorsat regular intervals. SEBI has imposed a penalty of Rs. 50 lakh and Rs. 1 Crore on FHsLand the Company respectively. Lawyers are evaluating the outcome implications and nextsteps w.r.t to Order dated 19.04.2022.
On April 09 2021 SEBI issued another Show cause notice to variousnoticees including Escorts Heart Institute and Research Centre Limited("EHIRCL"). In the said show cause notice with respect to EHIRCL it has beenalleged that INR 567 crore was lent by the Company to EHIRCL in 2011 which wassubsequently transferred by EHIRCL to Lowe Infra and Wellness Private Limited("Lowe") in multiple transactions for the purchase of a land parcel. This landparcel which was allegedly indirectly to be acquired by the Company through itssubsidiary EHIRCL and another entity Lowe was then transferred to RHC Holdings PrivateLimited ("RHC Holdings"). It has been stated in the said Show cause notice thata structured rotation of funds was carried out to portray that the loan extended by theCompany for the purchase of land had been paid back with interest in the year 2011. It isalleged that the Company was actually paid back by RHC Holding over a period of four yearsending on July 31 2015. In this respect the Company and FHsL funds were allegedly routedthrough various layers in order to camouflage the transactions and to circumvent legalprovisions with respect to related party transactions.
In the Show cause Notice dated April 9 2021 EHIRCL has been clubbedalong with the other noticees and has been painted with the same brush as the othernoticees in alleging that certain noticees including EHIRCL were part of a fraudulentand deceptive device wherein they acted in fraudulent manner which led to the misuseand/or diversion of funds from a listed company i.e. FHL amounting to approximatelyRupees 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 theCompany ultimately to RHC Holdings for the benefit of the promoter entities.
Further after adjudicating the Show Cause Notice dated April 9 2021SEBI has passed an order dated 18.5.2022 wherein it has held EHIRCL is responsible forfraudulent scheme perpetrated at the behest of the then management of FHL/FHsL for thebenefit of their then promoters and therefore has violated the relevant provisions of SEBI(PFUTP) Regulations. SEBI has acknowledged the fact that EHIRCL working under a completelynew management presently and the said revamped management has already taken steps againstthe erstwhile promoters for the fraud perpetrated under their watch shall serve as amitigating factor while computing the penalty under section 15HA of the SEBI Act. Havingsaid this SEBI vide order dated 18.5.2022 has imposed a penalty of INR 1 crore on EHIRCLfor violation of certain provisions of SEBI laws. The reasoning that has been adopted forimposition of penalty on EHIRCL appears to be exactly on the same lines as the reasoningin the case of FHL and FHsL.
SEBI vide order dated May 18 2022 passed in the Show Cause Noticedated April 9 2021 has imposed a penalty of INR 1 (one) Crore on EHIRCL after findingthat there has been violation of certain provisions of SEBI laws. While imposing the saidpenalty SEBI has acknowledged that EHIRCL working under a completely new managementpresently and the said revamped management have already initiated civil and criminalactions against the erstwhile promoters for the fraud perpetrated under their watch.Lawyers are evaluating the outcome implications and next steps w.r.t to Order dated18.5.2022.
CAPITAL STRUCTURE/STOCK OPTION
The Company currently manages its stock options through "EmployeeStock Option Plan 2007" and "Employee Stock Option Plan 2011"("Schemes") as approved by the shareholders. The Nomination and RemunerationCommittee of the Board of Directors of the Company inter alia administers and monitorsthe Schemes of the Company. Each option when exercised would be converted into one fullypaid up equity share of H 10 each of the Company. During the year under review no optionwas granted by the Company. Disclosure pursuant to the Securities and Exchange Board ofIndia (Share Based Employee Benefits and Sweat Equity) Regulations 2021 for the yearended March 31 2022 is available at the website of the Company athttps://www.fortishealthcare.com/investors - Annual Report / ESOP Disclosure 2021-22.
During the year under review "no stock options were granted orexercised under the terms of the "Employee Stock Option Plan 2007 and "EmployeeStock Option Scheme 2011".
The certificate from the Secretarial Auditors of the Company statingthat the Schemes have been implemented in accordance with the SEBI Regulations would beplaced at the ensuing Annual General Meeting for inspection by members.
The Company has not made any provision of money for purchase of orsubscription for its own shares or of its holding Company.
Details pertaining to shares in suspense account are specified in thereport of Corporate Governance forming part of the Board Report.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act theAnnual Return as on March 31 2022 is available on the Company?s website athttps://www.fortishealthcare.com/ investors.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars required under Section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 regarding Conservationof Energy and Technology Absorption is given in "Annexure III"forming part of the Board?s Report. Further details pertaining to Foreign ExchangeEarnings and Outgo is as given below:
TOTAL FOREIGN EXCHANGE EARNED AND USED (BASED ON STANDALONE FINANCIALSTATEMENTS)
( H in crore)
|Particulars ||Amount |
|Foreign Exchange earned in terms of Actual Inflows ||2.10 |
|Foreign Exchange outgo in terms of Actual Outflows ||1.06 |
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. Thesaid policy approaches this area under the philosophy that the company efforts shouldstrive towards building and sustaining a healthier humanity. The policy elucidates theconcept of growing our business in a socially and environmentally responsible mannerthrough an active role in empowering communities and driving social development andpositive change.
With the above in mind the policy seeks as an objective to bring focusleveraging its inherent skills experience and knowledge.
The policy holds itself out as a forward-looking aspirational charterwhich recommends liberal interpretation promotes activity under the spirit of partnershipand recommends that initiatives be targeted to the needs of the disadvantaged vulnerableand marginalized sections of society. While the underlying guidance is to bring alignmentof varied activities under the focus umbrella it recognizes the need to record presenceand contribution in such weak links in society where its mere presence and support coulddrive significant social benefit. In keeping with such themes program/s such assupporting charitable healthcare infrastructure disaster relief preventive healthcareawareness through different channels of communication remain well within the range of thepolicy objectives.
This year Company contributed its CSR Fund to PM Cares Fund which is a dedicated fund with the primary objective of dealing with any kind of emergencyor distress situation like posed by the COVID-19 pandemic and to provide relief to theaffected. In addition to this Fortis continued supporting the activities and initiates ofICMR. The second donation was made to ICMR fund to support research and developmentprojects in the field of science technology engineering and medicine.
The policy seeks to define the specific roles and responsibilitiesassociated with administration program design and execution. It further clarifies thegovernance monitoring reporting and disclosure requirements.
As an 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 policy as approved by the Board is available on the Company?sweb site at https:// s3.apsoutheast-1.amazonaws.com/s3.fortishealthcare.comCorporate+Social+Responsibility+Policy+2022.pdf
Particulars pursuant to Clause O of Sub-Section 3 of Section 134 of TheCompanies Act 2013 read with Rule 9 of Companies (Corporate Social Responsibility) Rules2014 is given in
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company as on date of this reportcomprises eleven directors of which one (1) is a Managing Director and CEO (ExecutiveDirector) four (4) are Independent Directors and rest of the six (6) directors areNon-Executive & Non-Independent Directors. Pursuant to Sections 152 of the CompaniesAct 2013 Dr. Farid Bin Mohamed Sani and Mr. Dilip Kadambi are liable to retire byrotation and being eligible offers themselves for re-appointment at the forthcoming AnnualGeneral Meeting of your Company.
During the year under review Dr. Ashutosh Raghuvanshi was reappointedas Chief Executive Officer & Managing Director (CEO & MD?) of theCompany with effect from March 19 2022 for a period of three years. Further Mr. ShirishMoreshwar Apte has resigned from directorship of the Company w.e.f. July 15 2021.
Further it is proposed to re-appoint Mr. Ravi Rajagopal Mr. IndrajitBanerjee and Ms. Suvalaxmi Chakraborty as Independent Directors of the Company for asecond term of five years effective from April 27 2023.
Brief resume of the directors being re-appointed at the forthcomingAnnual General Meeting is separately disclosed in the Notice of the ensuing Annual GeneralMeeting.
All Independent Directors have submitted declarations that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
During the Financial Year 2021-22 Six (6) meetings were held by theBoard of Directors. The details of board/committee meetings and the attendance ofDirectors 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. Sumit Goel* ||Company Secretary |
|Mr. Murlee Manohar Jain** ||Company Secretary |
*Resigned with effect from April 4 2022. ** Appointed with effect fromApril 5 2022.
Disclosures regarding the following are mentioned in report onCorporate Governance forming part of this report.
1. Composition of Committee(s) of the Board of Director and otherdetails;
2. Details of establishment of Vigil Mechanism;
3. Details of remuneration paid to all the Directors including Stockoptions; and
4. Commission received by Independent Director; if any.
Pursuant to the provisions of Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board and the respectivecommittees are required to carry out performance evaluation of the Board as a body theDirectors individually Chairman as well as that of its Committees.
The Board of Directors of your Company in order to give objectivity tothe evaluation process identified an independent third party for conducting boardevaluation exercise for this financial year.
The following process of evaluation was approved by the Nomination andRemuneration Committee and the Board of Directors:
|S No. . Process ||Remarks ||Criteria for Evaluation (including Independent Directors) |
|1. Kick Off Board Evaluation Program ||The Chairperson kick starts the process. Appointed and designated independent external agency as Process Coordinator || |
|2. Evaluation forms and One to One discussion ||Process Coordinator interacted with the Board members to assess performance invite direct feedback and seek inputs to identify opportunities for improvement. Process Coordinator circulated the feedback questionnaire to the board members and invited feedback from individuals after collecting the key findings one to one discussions were conducted to seek further clarity. ||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 and one to one discussions were 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 the process coordinator circulates reports to the Board members for further discussion and action planning. Based on the above a final report on Board Evaluation 2021-22 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. |
Disclosures pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are as under:
(a) Comparison and ratio of the remuneration of each director to themedian remuneration of the employees of the Company for the Financial Year 2021-22 *
|Name of the Director ||Remuneration of Director (J in Crore) ||Median Remuneration of Employees (J in Crore) ||Median Remuneration of Employees ||Ratio |
|1. Dr. Ashutosh Raghuvanshi* ||Managing Directors & CEO ||7.09 || ||363:1 |
|2. Mr. Ravi Rajagopal# ||Chairman (Independent Director) ||1.07 || ||55:1 |
|3. Dr. Chi Keon Kelvin Loh ||Non- Executive Director ||0.08 || ||4:1 |
|4. Mr. Dilip Kadambi ||Non- Executive Director ||0.14 ||0.019 ||7:1 |
|5. Dr. Farid Bin Mohamed Sani ||Non- Executive Director ||0.05 || ||3:1 |
|6. Mr. Heng Joo Joe Sim ||Non- Executive Director ||0.09 || ||5:1 |
|7. Mr. Indrajit Banerjee# ||Independent Director ||0.93 || ||48:1 |
|8. Mr. Joerg Ayrle ||Non- Executive Director ||0.11 || ||6:1 |
|9. Ms. Shailaja Chandra# ||Independent Director ||0.93 || ||48:1 |
|10. Ms. Suvalaxmi Chakraborty# ||Independent Director ||0.90 || ||46:1 |
|11. Mr. Takeshi Saito ||Non- Executive Director ||0.06 || ||3:1 |
* Annual Salary paid including the perquisites (if any) which isconsidered for taxation however does not include the reimbursements paid against theexpense bills submitted.
# The Non-Executive/Independent Directors are paid sitting fees &commission on the basis of their attendance at the Board/Committee Meetings. Any variationhighlighted above in remuneration of these Directors is on account of number of meetingsheld or attended during the year.
(b) The percentage increase in remuneration of each director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any duringthe financial year under review:
|Employee Name ||Designation ||% of increment |
|Dr. Ashutosh Raghuvanshi ||Managing Director and Chief Executive Officer ||20%* |
|Mr. Vivek Kumar Goyal ||Chief Financial Officer ||5% |
|Mr. Sumit Goel ||Company Secretary ||19% |
*Dr. Raghuvanshi?s remuneration is revised wef 19-March-2022.
(c) The percentage increase in the median remuneration of employees inthe financial year- 5.53%
*Increases in annual CTC of the employees between the current and lastfinancial year are considered
(d) The number of permanent employees on the rolls of the Company is2861 as on March 31 2022.
(e) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and any exceptional circumstances for increase in the managerial remuneration **
|Particulars ||For the Financial Year 2021-22 |
|(A) Average percentile increases already made in the salaries of employees other than the managerial personnel ||10.25% |
|(B) Percentile increase in the managerial remuneration ||15% |
|Comparison of (A) and (B) Justification ||+4.75% |
| ||10.25% is the company average salary increment excluding KMPs. The increment rates varies based on the Job grades and performance rates of the employees |
|Any exceptional circumstances for increase in the managerial remuneration || |
** Salary increases % (percentage) considered in comparison betweensalary as on 31/3/2021 and 31/3/2022 of the active employees as on 31/3/2022
(f) During the financial year 2021-22 H 27922973 variable paywas paid to Dr. Ashutosh Raghuvanshi MD and CEO H 9581875.00 to Mr. Vivek Kumar GoyalChief Financial
Officer and H 845758.00 to Mr. Sumit Goel Company Secretary of theCompany for year 2021-22. ***
***Variable pay includes Annual Variable Payments Exgratia and Leavebalance encashments.
(g) Remuneration paid to Directors and KMPs is as per the RemunerationPolicy of the Company.
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration including criteria for determining qualifications positiveattributes independence of a Director etc. Details of Remuneration Policy and changes ifany are stated in the Corporate Governance Report.
Your Company has from time to time familiarized the Board of Directorswith the Company?s operations their roles rights responsibilities in your Companynature of the industry in which your Company operates business model of your Companyetc. The same is governed by a template viz Board of Directors Governance Standard and itis available on the website of the Company at https://www.fortishealthcare.com/investors
- Corporate Governance/ Policies/Codes/ Board Governance Document.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of your Company will be provided upon request. In terms of Section136 of the Companies Act 2013 the Report and Accounts are being sent to the Members andothers entitled thereto excluding the information on employees? particulars which isavailable for inspection by the Members.
RELATED PARTY TRANSACTIONS
Disclosures as required under Section 134(3)(h) read with Rule 8(2) ofthe Companies (Accounts) Rules 2014 are given in "Annexure - V" in FormAOC- 2 as specified under the Companies Act 2013.
The Related Party Transactions are placed before the Audit Committeefor approval as required under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Prior omnibus approval of the Audit Committee is obtained for thetransactions which are of a foreseeable and repetitive nature. The transactions enteredinto pursuant to the omnibus approval so granted are audited and a statement givingdetails of all related party transactions is placed before the Audit Committee for theirreview on a quarterly basis.
The policy on Related Party Transactions as approved by the Board isuploaded on the Company?s website at https://s3.ap-southeast-1.amazonaws.com/s3.fortishealthcare.com/Policy+on+Related+Party+Transactions.pdf
None of the current Directors has any pecuniary relationship ortransaction vis-?-vis your Company except to the extent of sitting fees andremuneration/commission approved by the Board of Directors and/or shareholders of yourCompany and as disclosed in this Annual Report.
RISK MANAGEMENT POLICY
Your Company has designed a risk management policy and framework forrisk identification assessment mitigation plan development and monitoring of action tomitigate the risks. The key objective of the Enterprise Risk Management Policy ("ERMPolicy") policy is to provide a formalized framework to enable judicious allocationof resources on the critical areas which can adversely impact your Company?s abilityto 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 culturewherein there is a high degree of organization-wide awareness and understanding ofexternal and internal risks associated with the business. The policy defines anarchitecture and oversight structure to assist effective implementation. By clearlydefining terms and outlining roles and responsibilities ERM promotes risk ownershipaccountability self-assessment and continuous improvement to minimize adverse impact onachievement of business objectives and enhance your Company?s competitive advantage.The details thereof are covered under the Management and Discussion Analysis Report whichforms part of the Annual Report.
POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
Your Company has adopted a Policy for Prevention Prohibition andRedressal of Sexual Harassment. As per the requirement of the Sexual Harassment of Womenat Workplace (Prevention Prohibition & Redressal) Act 2013 and Rules madethereunder your Company has constituted Internal Complaints Committees (ICC). During theFinancial Year 2021-22 your Company has received 3 complaints on sexual harassment andall 3 complaints have been resolved with appropriate action taken and no complaint waspending as on March 31 2022. The same may also be read in terms of Companies (Accounts)Rules 2014.
As per SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 Corporate Governance Report with Auditors? certificate thereon andManagement Discussion and Analysis Report are attached which form part of this report.
CODE OF CONDUCT
Declaration by Dr. Ashutosh Raghuvanshi Managing Director and ChiefExecutive Officer confirming compliance with the Fortis Code of Conduct? isenclosed with Corporate Governance Report.
CERTIFICATE BY STATUTORY AUDITORS FOR DOWNSTREAM INVESTMENT
A certificate from the Statutory Auditors of your Company stating thatyour Company has duly complied with the requirements of downstream investment made by yourCompany to second level entities in accordance with Foreign Exchange Management (Transferor Issue of Security by a Person Resident Outside India) Regulations 2017 would beavailable at the Annual General Meeting for inspection by members.
DIRECTORS? RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the followingstatements in terms of Section 134(3)(c) of the Companies Act 2013:
(a) in the preparation of the Annual Accounts the applicableaccounting standards have been followed along with proper explanations relating tomaterial departures therefrom if any;
(b) The selection and application of accounting policies were assessedfor their consistent application and judgements and estimates were made that arereasonable and prudent so as to give a true and fair view of the state of the affairs ofyour Company at the end of the financial year and of the profit of your Company for theFinancial Year ended March 31 2022;
(c) Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of your Company and for preventing and detecting fraud and otherirregularities;
(d) the Statements have been prepared on a going concern basis for thereasons stated in Note 34 in the Notes to the Consolidated Financial Statements and Note30 in the notes to the Standalone Financial Statements;
(e) Proper internal financial controls have been laid down and thatsuch internal financial controls are adequate and are operating effectively; and
(f) There are proper systems in place to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
Your Directors take this opportunity to thank all doctors nursestechnicians and staff members who have been battling COVID-19. Their heroic performanceunder enormous stress is what really makes us a world-class healthcare provider. YourDirectors offer their deepest condolences to the bereaved families of Fortisians who losttheir loved ones and pray for the early recovery of those who have been infected. Ensuringthe health and well-being of our employees especially the frontline healthcare workersis paramount and the steps taken towards ensuring their protection during the COVIDpandemic is praiseworthy. At the same time the Fortis team is playing a significant rolein the ongoing nation-wide vaccination drive in tandem with the Government directivesreaffirming our pivotal role as a trustworthy healthcare provider.
Your Directors are glad to place on record that Fortis has posted astrong financial performance in spite of the pandemic. This is truly amazing and the Boardis proud of each one of you for this achievement. It speaks volumes about your dedicationand commitment. Your Board is confident that the team will do much better as thesituation improves. Your Directors are very appreciative of the fantastic work being doneand have high hopes that you will continue to deliver wonderful outcomes.
Your Directors also place on record their gratitude to the CentralGovernment State Governments and all other Government agencies for the assistanceco-operation and encouragement they have extended to the Company. Your Directors alsogreatly appreciate the commitment and dedication of all the employees at all levels thathas contributed to the growth and success of the Company. Your Directors also thank allthe strategic partners business associates Banks financial institutions and ourshareholders for their assistance co-operation and encouragement to the Company duringthe year.
|By Order of the Board of Directors || |
|For Fortis Healthcare Limited || |
|Sd/- ||Sd/- |
|Ashutosh Raghuvanshi ||Indrajit Banerjee |
|Managing Director & CEO ||Independent Director |
|DIN: 02775637 ||DIN: 01365405 |
|Date: May 25 2022 ||Date: May 25 2022 |
|Place: Gurugram ||Place: Gurugram |