BOARD REPORT DEAR MEMBERS, Your Directors have pleasure in presenting here the Twenty Fourth Annual Report of your Company along with the Audited Standalone and Consolidated Financial Accounts and the Auditors' Report thereon for the Year ended March 31, 2015. STATE OF COMPANY'S AFFAIR, OPERATING RESULTS AND PROFITS Fortis Malar Hospital was acquired by Fortis Group in early 2008. The hospital founded in 1989, is established as one of the largest corporate hospitals in Chennai providing quality super specialty and multi-specialty healthcare services. Fortis Malar Hospital, with 170 beds, focuses on providing comprehensive medical care in the areas of Cardiology and Cardiac Surgery, Neuro Surgery, Gynecology, Orthopedics, Gastroenterology, Neurology, Pediatrics, Diabetics, Nephrology and Internal Medicine. Fortis Malar Hospital has a state of the art Cath Lab and multiple dedicated cardiac operation theatres and intensive coronary care units. Several rare and complex Adult and Pediatric Cardiac surgeries, Orthopedic and Joint replacements, Neurosurgeries and Plastic reconstruction surgeries have been performed at this hospital. The hospital's Obstetrics and Gynecology services are among the best in the city, successfully performing many complicated deliveries and surgeries. They are supported by a dedicated Neonatology unit. The Company witnessed growth across all its major specialties. Your Company continued its focus on Quality Parameters, Patient Care and Patient Welfare services resulting in significant improvement in patient satisfaction levels. Further, there are no significant material order passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations and there is no change in the nature of the Company. The Company has not made any provision of money for purchase of, or subscription for, its own shares or of its holding Company. Operational and Financial Performance During the financial year 2014-15, your company achieved a consolidated income from operations of Rs. 117.93 Cr against Rs. 108.38 Cr during the last financial year ended March 31, 2014, representing a growth of 9%. Consolidated EBITDA for the year stood at Rs. 7.54 Cr compared to Rs. 8.94 Cr in the previous year. Profit before tax stood at Rs. 11.97 Cr compared to Rs. 13.39 Cr in the corresponding period. Consolidated Net profit for the year was at Rs. 7.86 Cr compared to Rs. 8.78 Cr. Regarding the key performance indicators, the company's average revenue per occupied bed (ARPOB) improved significantly during the current year to Rs. 118 lacs from Rs. 109 lacs in the previous year. The average length of stay (ALOS) stood at 3.82 days in FY2015 compared to 3.81 days in FY2014. Occupancy of the hospital during the year was at 60%, similar to the previous year. DIVIDEND AND TRANSFER TO RESERVES:- Your Directors have recommended a dividend of Re. 0.50 (Fifty Paisa) per equity share (last year Re. 0.50 per equity share) for the financial year ended March 31, 2015. The dividend payout is subject to approval of members at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on the date of book closure and in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. No amount has been transferred to reserves. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2014-15 AND THE DATE OF THE REPORT There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2014-15 and the date of the report. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Company has in place adequate internal financial controls with reference to financial statements. During the year such controls were tested and no reportable material weakness in the design or operation was observed. DETAILS OF SUBSIDIARY During the year under review, the Company had only one subsidiary Company viz. Malar Stars Medicare Limited. The main objects of the said wholly-owned subsidiary include setting up, managing / administering hospital(s) and to provide Medicare and Health care services. Further note that the Board of Directors has adopted a policy for determining "material subsidiary" pursuant to Clause 49 V (D) of the Listing Agreement entered with the Stock Exchange. The said policy is available at <http://www.fortismalar>. com/wp-content/uploads/shareholdingpatterns/shareholdingpatterns2014-2015/Policy material subsidiary.pdf. Basis the Consolidated Audited Annual Accounts of the Company for the financial year 2014-15, the Company has no "material non-listed subsidiary" in terms of Clause 49 of the Listing Agreement. However, your Company has nominated Mr. Rama Krishna Shetty and Mr. Lakshman Teckchand Nanwani as Independent Directors on the Board of Malar Stars Medicare Limited. PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY COMPANY The consolidated financial statements of the Company and its subsidiary, 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 company will be provided to any shareholder of the Company who asks for it and said annual accounts will also be kept open for inspection at the registered office of the Company and that of subsidiary. Performance and financial position of the subsidiary included in the Consolidated Financial Statements of the Company is mentioned below (Form AOC-1):- LOANS/ADVANCES/INVESTMENTS Particulars of Loans/Advances/Investments given & outstanding during the Financial Year 2014-15 are mentioned in notes to financial statements. Further, the loans have been given for meeting the working capital requirement and investments. PUBLIC DEPOSITS During the 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 Companies (Acceptance of Deposit) Rules, 2014. AUDITORS 1. Statutory Auditors M/s. S.R. Batliboi & Associates LLP, Chartered Accountants, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting. It is proposed to appoint M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Registration No. 117366W/W-100018) as Statutory Auditors of the Company for a period of 5 years. The Company has received a letter dated July (23), 2015 from them to the effect that their appointment, if made, would be within the limit prescribed under Section 139 of Companies Act, 2013, and that they are not disqualified for such appointment within the meaning of Section 141 of the Act. Based on the recommendations of the Audit and Risk Management Committee, the Board of Directors of the Company proposes the appointment of M/s Deloitte Haskins & Sells LLP, Chartered Accountants, as the Statutory Auditors of the Company. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 2. Cost Auditors Pursuant to Section 148 of the Companies Act, 2013 read with The Companies Cost Records and Audit Amendment Rules, 2014, the cost audit records maintained by the Company in respect of its hospital activity is required to be audited. Your Directors had, on the recommendation of the Audit & Risk Management Committee, appointed M/s Jitender, Navneet & Co., Cost Accountants to audit the cost accounts of the Company for the Financial Year 2014-15 at a remuneration of Rs. 50,000 (Rupees Fifty thousand) plus out of pocket expenses and taxes. As required under the Companies Act, 2013, the remuneration payable to the cost auditor 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 at Item No. 7 of the Notice convening the Annual General Meeting. 3. 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 has appointed Mr. Mukesh Agarwal, Practicing Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure I" and it does not contain any qualification, reservation or adverse remark. 4. Internal auditors Upon the recommendation of the Audit and Risk Management Committee, the Board of Directors has appointed Mr. Rajiv Puri, Head Risk and Internal Audit of the Holding Company as the Chief Internal Auditor of the Company and authorized him to engage independent firms' for conducting the internal audit for the Financial Year 2014-15. Accordingly, M/s. Axis Risk Consulting Services Private Limited was engaged to perform Internal Audit for the Company. STOCK OPTIONS The Nomination and Remuneration Committee of the Board of Directors of the Company, inter alia, administers and monitors the Scheme of the Company in accordance with the applicable SEBI Guidelines. Each option when exercised would be converted into one fully paid up equity share of Rs. 10 each of the Company. Pursuant to the provisions of the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999, as amended from time to time, the details of stock options as on March 31, 2015 under the "Malar Employees Stock Option Plan 2008" are set out in the "Annexure-II" to this Board' Report. Disclosure pursuant to the Regulations for the year ended on March 31, 2015 is available at <http://www.fortismalar.com/> wp-content/uploads/annualreport/ESOP-Disclosure-2014-15.pdf and also forms part of this Directors' Report. The certificate from the Statutory Auditors of the Company stating that the Schemes have been implemented in accordance with the SEBI Guidelines would be placed at the Annual General Meeting for inspection by members. EXTRACT OF ANNUAL RETURN Extract of Annual Return is annexed herewith as "Annexure III" ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE Particulars required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014, regarding Conservation of Energy, Technology Absorption and Foreign Exchange is given in "Annexure IV", forming part of the Board Report. CORPORATE SOCIAL RESPONSIBILITY I Ethos - As a Social Enterprise The concept of public service is deeply embedded in the very fabric of Fortis since its inception and is enshrined in the words of our founding Chairman Dr. Parvinder Singh whose vision was, 'to create a world class integrated healthcare delivery system, entailing the finest medical skills combined with compassionate patient care'. There can be no larger calling or purer intent than to serve mankind and alleviate human suffering. We are indeed fortunate that this philosophy is so entwined and fundamental to the very nature of our business of healthcare. Community service is therefore not new to us. Ever since Fortis was set up in 2001, we have continually endeavored to provide access to quality healthcare for all. While the story of India's economic growth is remarkable, equally obvious are its socio-economic problems such as poverty, illiteracy and the lack of healthcare. As a company focused on healthcare we believe we can play a role in bridging the gap between the privileged and the less privileged to make a profound impact on the well-being of the community. In order to do this in a sustainable manner, we have created a robust model of corporatized healthcare that is self- sufficient, viable and for-profit, such that while we serve the interests of our stakeholders, we do it in a manner that also furthers a social need. II An Enabling Social Enterprise Model Corporate Social Responsibility efforts at Fortis are varied and leverage our core competencies and experience (organizational and that of the people who we employ) linked to healthcare and seek to provide access to those who need it the most and at a significantly reduced / subsidized cost. We also support awareness campaigns, provide facilities for the aged, organize health camps, and have instituted a number of healthcare training programs' and patient support groups. Our social responsibility programs are implemented through the Fortis Charitable Foundation (FCF). At a macro level if one looks back at the last decade of our work we are proud to have contributed towards: a. Building Competencies and Capacity Our contributions have been directed at creating and building competencies and capacity in the healthcare space in the country. This is particularly noteworthy in an era of tremendous shortages. Establishing a network of large hospitals across the country, we have been instrumental in providing an environment conducive for medical work and have successfully created an ecosystem where many healthcare professionals have found it possible to pursue their career aspirations and even more importantly for those who had gone overseas for lack of adequate opportunities to return to the country. This brain gain and reverse flow of talent has also led to global learning's and best practices being applied locally. Equally, our experts have enjoyed the satisfaction of working on cutting edge technologies and performing the latest procedures back home in their own country. Having created such platforms for knowledge exchange, Fortis has become the training ground for many of the country's finest doctors, nurses, medics, paramedics and hospital support staff. They continue to carry on the good work, today in virtually every nook and corner of the country, providing medical care to an evergrowing population. Changing society in a very profound way and making it healthier. b. Partnerships for Social change Fortis has been conceived with the mission of bringing the fruits of modern healthcare to an ever widening population base in the country. A healthier population has direct linkages to productivity gains, the state of the economy and to a society that is better off as a result. Scalability and accelerating this positive change in an environment which offers tremendous headroom for further improvement therefore is crucial to our game-plan. With this in mind we have been busy creating a network of like-minded partners who are possessed with a similar mission of bettering the health status of our fellow countrymen. These linkages are vital. Our ecosystem today is much enlarged and we hope this will create a multiplier effect as industry bodies like NATHEALTH through which we have been able to enlist the support of numerous pharmaceutical companies, diagnostic firms and medical equipment manufacturers join our common efforts to improve overall health and provide succor to the needy. c. Industry Standards and Protocols On the clinical side with a view to setting benchmarks and improving healthcare delivery we have pushed for JCI accreditations at many of the Fortis hospitals so that medical facilities, protocols and outcome expectations can be standardized and benchmarked with the best available globally. Our work process, protocols and standards of care and patient experience set the benchmark and spur many other aspiring medical establishments in the country to upgrade, emulate and adopt, the standards, lifting the state of the industry as a whole. THE JOURNEY SO FAR - A SOCIALLY RESPONSIBLE ENTERPRISE At a more granular level Fortis is a forerunner in supporting and promoting social charitable healthcare. Over the past decade, we have established ourselves as an institution dedicated not only to high quality treatment but to capacity building and dissemination of medical information, supporting a range of stakeholders. Our work has enabled us to mobilize resources, provide guidance, set protocols and standards and above all lead the way as a healthcare provider. As we pioneer the development of corporatized healthcare delivery models we are also acutely aware of our position as a member of society and in this regard have continuously driven programs and initiatives leading social awareness and change. While all of these initiatives are difficult to mention some core areas include: MOTHER AND CHILD Fortis aims to contribute towards a "healthy Nation through healthy youngsters" who will be the future of tomorrow. Our programs have focused on the health of the Mother & Child. Amongst our numerous mother and child programs, a few deserve special attention. Under our Congenital Heart Disease program, Fortis has collaborated with multiple partners, conducting over 4500 surgeries for children born with congenital heart defects. This transformative intervention provided children the chance to lead a normal life. The Fortis Foundation has also committed to support Operation Smile, another initiative in transformative intervention for children who are born with a cleft lip/palate. The support helps provides a normal life post corrective surgery to many such children born with this deformity. Our Program focusing on children also provides new hope to children with Epilepsy, which otherwise is a huge deterrent in their day-to-day lives. These surgeries give them a chance to lead normal lives, allowing them to be a part of society without fear of epileptic attacks. WOMEN Fortis believes that gender is one of the critical determinants for societal health and well-being. With that outlook, we prioritize women's empowerment and capacity building at all our centers. Our focus is provision of medical support for survivors of violence and addressing their mental health. To this end our effort is to help acid attack victims. The treatment is a long drawn process that runs into years given the protracted multiple surgeries & laser sittings required for a survivor. Apart from the surgical intervention, the most important part of the treatment is psychological support to the victims and carving a pathway for rehabilitation, through partners, that allows them financial independence & a place in society for the future. In keeping with the same Fortis was a sponsor for an year- long radio campaign "Fever Voice of Change" on different concerns related to women, including acid attack, in partnership with an FM Channel "fever 104" with John Abraham as the campaign ambassador. DISASTER RELIEF A core area of commitment at Fortis, is providing emergency medical relief services to people in disaster hit areas. Every Fortis facility has a 5 member Disaster Response team (DRT) and over 500 employees have registered as volunteers. In the past we have been present to support relief efforts during the Fire in Masoodpur Slums in Vasant Kunj, the Floods in Uttarakhand, the Leh Flash Floods in 2010 and the Bihar Floods in 2008. In the recent past, 50 volunteers comprising of Doctors, Nurses, Paramedics and Administration staff went to Srinagar and its surrounding areas in 2014 for a month, to provide assistance to people affected by the floods. Fortis Foundation extended not only the medical support, but also essentials like warm clothes, blankets, food, etc. to protect those affected. Similarly after the Nepal earthquake in 2015, our team of 24 medical professionals spent 10 days providing medical aid to over 5000 people. HEALTHCARE INFRASTRUCTURE Fortis believes in sharing its experience and learning's in promoting the sustainability of public charitable medical infrastructure. Our support to such facilities is a responsibility we own as a healthcare leader. This support helps sustain the charitable infrastructures. In the absence of such guidance and assistance, it could collapse at the cost of their target audience who needs it the most i.e. individuals at the bottom of the pyramid. In this effort, Fortis has been actively collaborating with a reputed Charitable Institution by helping it streamline and run its laboratory facilities. This support has helped in improving its efficiency and releasing critical resources to support patient facing efforts. This support helps the above 3 Lac patients who visit this facility annually and receive free treatment. In addition, we collaborate and support in the running of charitable OPD clinics in Jaipur and Amritsar allowing for existing infrastructure to be better leveraged and sustained. As part of the current National Focus, Fortis Foundation sponsored the construction of 100 toilets, supporting an initiative by the "World Toilet Organization" (WTO), a Singapore based not for profit Company. It is also the knowledge partner of "Care Today Fund", the CSR initiative by the India Today Group. The aim being to help socially relegated people, especially women, in India who had no access to toilets. Construction of 200 toilets is also being executed through "Nanhi Chaan" foundation in Himachal Pradesh and other select areas. SPECIAL LIVES Fortis Foundation has, over the years, sponsored many critical surgeries for under privileged and in doing so has transformed their lives. While difficult to mention all a few highlighted cases are: Keshav Prashar, a 5% years old child, needed three different Chemotherapy protocols and a surgery. To save his life he needed an allogeneic Bone Marrow Transplant from his father followed by radiation. Fortis Foundation sponsored his entire treatment. Yohan, a 7 year old boy, had a condition of undescended testicles from the time of his birth. He needed surgeries and was brought in by an NGO, "Human Dreams (India) Family Home" for abandoned children. The first corrective surgery took place in July, 2014 at FMRI, Gurgaon. Hiralal, from Maharashtra, belongs to an economically weaker section of society. He could not afford the cost of a heart transplant. Fortis Malar, Chennai sponsored his transplant. Baby Prateeksha was abandoned at the door steps of an NGO by her biological mother the day she was born. Prateeksha had multiple complications, apart from congenital heart defect (CHD). The doctors at FMRI stabilised the baby over a period of 2 weeks at the hospital. Her heart surgery will be supported under the Little Hearts Program. The Fortis foundation is a key partner in the Cancerthon, a joint initiative by Fortis Healthcare, NDTV & ICS. We are committed to supporting the government in their cause to fight cancer among young Indians. AWARENESS AND COMMUNICATION Fortis believes that generating awareness and disseminating health information at every level of society is key to preventing illnesses and increasing knowledge amongst the general population, especially for those who have limited access to information. Our hospitals and partners focus on health awareness camps all over India. Our pamphlets focusing on different diseases are distributed freely and our 'Sunday Conversations' are aimed at discussing the different aspects of healthcare. Under 'The Global Dignity - India' Program we aim to promote the message of dignity amongst the younger generation. Launched in 2013, Fortis together with its like-minded partners, have reached out to 193 schools, 3241 children & 277 teachers within a short span through sessions held at over 100 schools around India dealing with issues from a healthcare prespective. Fortis has conducted awareness Programmes for under privileged girls, people from economically weaker sections of society, students, NGO's, Police, Government agencies, cancer patients and a range of others to generate awareness about illnesses and prevention in an attempt at creating a healthier society. Particulars pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014 is given in Annexure V, forming part of the Board Report. DIRECTORS & KEY MANAGERIAL PERSONNEL In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Dr. Nithya Ramamurthy, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered herself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee proposed her re-appointment to the shareholders of the Company. During the year under review, the Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mr. Daljit Singh and Mr. Karthik Rajagopal as Non-executive Non-Independent Directors (Additional Directors) on December 24, 2014. Also, Mr. Daljit Singh was designated as the Chairman from the date of his appointment. Further, it is now proposed to have the appointment of such Directors approved by the members, in the ensuing Annual General Meeting. Brief resume of directors seeking appointment and reappointment along with other details as stipulated under Clause 49 of the Listing Agreement, are provided in the Notice for convening the Annual General Meeting as well as in the Corporate Governance Report. Further, Mr. Aditya Vij, Chairman, Mr. Ashish Bhatia, Mr. Sandeep Puri and Mr. Sanjay Jayavarthanavelu, Directors and Mr. V. Vijayarathna, Whole-Time Director of the Company had resigned during the period under review. For further details please refer Corporate Governance Report 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 Directors and other details 2. Details of establishment of Vigil Mechanism 3. Details of remuneration paid to all the Directors including Stock Options 4. Commission received by Managing Director and/or Whole Time Director Board Evaluation: The Company has devised a Policy for performance evaluation of Independent Directors (IDs), Board, Committees and other Individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The Company had engaged an independent consultant for looking at the best practices prevalent in the industry and advising with respect to evaluation of Board Members. On the basis of recommendations of the consultant and the Policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and Individual Directors. Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out performance evaluation of its own performance, the directors individually, chairman as well as the evaluation of the working of its Audit & Risk Management Committee, Nomination & Remuneration Committee (NRC), Stakeholders Relationship Committee and Corporate Social Responsibility Committee. PARTICULARS OF EMPLOYEES There are no employees in the Company who falls under the purview of Section 197 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. RELATED PARTY TRANSACTIONS All related party transactions that were entered into, during the financial year under review were on an arm's length basis and in the ordinary course of business. There are few materially significant Related Party Transactions made by the Company with other related parties. Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are given in "Annexure VI" in Form AOC 2 as specified under the Companies Act, 2013. All Related Party Transactions are placed before the Audit and Risk Management Committee for approval as required under Clause 49 of the Listing Agreement. Prior omnibus approval of the Audit and Risk Management Committee is obtained for the transactions which are of foreseen 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 and Risk Management Committee on a quarterly basis. The Company has developed a Related Party Transactions Framework and Standard Operating Procedures for purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and the same is available at the link: <http://www.fortismalar.com/wp-content/uploads/shareholdingpatterns/shareholdingpatterns2014->2015/Policy on Materiality Related Party Transactions.pdf. None of the Directors has any pecuniary relationship or transaction vis-a-vis the Company, except to the extent of sitting fees and remuneration approved by the Board of Directors. RISK MANAGEMENT POLICY The Company has developed and implemented a Risk Management Policy. The said policy is being implemented and monitored by the Audit & Risk Management Committee. The details thereof are covered under 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. There are no complaints relating to sexual harassment during the year under review and those are pending as on the end of the financial year. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement, forms part of this Annual Report. REPORT ON CORPORATE GOVERNANCE Your Company continues to place greatest emphasis on managing its affairs with diligence, transparency, responsibility and accountability. Your Company is committed to adopting and adhering to the best Corporate Governance practices recognized globally. Your Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large, and strives hard to serve their interests, resulting in creation of value and wealth for all stakeholders at all times. The report of Board of Directors of the Company on Corporate Governance is given in the section titled "Report on Corporate Governance" forming part of this Annual Report. Certificate of M/s. Sanjay Grover & Associates, Company Secretary in Whole-time Practice, regarding compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement with the Stock Exchange is annexed with the Corporate Governance Report. CODE OF CONDUCT Declaration by Mr. Raghunath P., Whole-time Director confirming compliance with the 'Fortis Code of Conduct' is enclosed with Corporate Governance Report. DIRECTORS' RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information 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 for the year ended March 31, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company for financial year ended March 31, 2015 and of the profit of the company for the said period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors had prepared the annual accounts on a going concern basis; (e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were 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 reposed in the Company. Your Directors also greatly appreciate the commitment and dedication of all the employees at all levels, that has contributed to the growth and success of the Company. Your Directors also thank all the strategic partners, business associates, Banks, financial institutions and our shareholders for their assistance, co-operation and encouragement to the Company during the year. On behalf of the Board of Directors Sd/- Daljit Singh Chairman Date : July 30, 2015 Place: Chennai |