DIRECTORS' REPORT
Dear Members,
Your Directors have pleasure in presenting herewith the Twenty Ninth Annual Report of
your Company along with the Audited Standalone and Consolidated Financial Statements and
the Auditors' Report thereon for the Year ended March 31, 2025.
FINANCIAL RESULTS
The highlights of Consolidated Financial Results of your Company and its Subsidiaries
are as follows:
|
|
(Rs. in Lakhs) |
Particulars |
Consolidated |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
1. Revenue from operations |
778,275 |
689,292 |
2. Other income |
6,694 |
3,825 |
3. Total income (1+2) |
784,969 |
693,117 |
4. Expenses |
|
|
(a) Purchases of medical consumable and drugs |
183,807 |
160,325 |
(b) Changes in inventories of medical consumable and drugs |
(788) |
1,543 |
(c) Employee benefits expense |
116,724 |
111,953 |
(d) Finance costs |
18,441 |
13,095 |
(e) Professional charges to doctors |
163062 |
145,951 |
(f) Depreciation and amortisation expense |
38,561 |
34,250 |
(g) Other expenses |
156,676 |
142,756 |
Total expenses |
676,483 |
609,873 |
5. Net profit/(loss) from continuing operations before share in
profit/(loss) of associates and joint ventures, exceptional items and tax (3-4) |
108,486 |
83,244 |
6. Add: Share in profit of associate companies and joint ventures |
1,152 |
951 |
7. Net profit/(loss) before exceptional items and tax (5+6) |
109,638 |
84,195 |
8. Exceptional gain/(loss) |
(8,934) |
1,602 |
9. Profit/(loss) before tax from continuing operations (7+8) |
100,704 |
85,797 |
10. Tax expense/(credit) |
19,766 |
21,275 |
11. Net profit/(loss) for the period from continuing operations (9-10) |
80,938 |
64,522 |
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) |
80,938 |
64,522 |
16. Profit/(loss) from continuing operations attributable to: |
|
|
Owners of the Company |
77,421 |
59,888 |
Non-Controlling Interest |
3,517 |
4,634 |
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) |
(352) |
178 |
19. Other comprehensive Income/(Loss) attributable to: |
|
|
Owners of the Company |
(321) |
224 |
Non-Controlling interest |
(31) |
(46) |
20. Total comprehensive Income/( Loss) (15+18) |
80,586 |
64,700 |
21. Total comprehensive Income/(Loss) attributable to: |
|
|
Owners of the Company |
77,100 |
60,112 |
Non-Controlling interest |
3,486 |
4,588 |
The highlights of financial results of your Company as a Standalone entity are as
follows:
|
|
(Rs. in Lakhs) |
Particulars |
|
Standalone |
|
Year ended March 31, 2025 |
Year ended March 31, 2024 |
Continuing Operations |
|
|
1. Operating Income |
144,589 |
118,142 |
2. Other Income |
19,855 |
14,300 |
3. Total Income (1+2) |
164,444 |
132,442 |
4. Total Expenditure (Excluding finance cost, depreciation & tax
expenses) |
119,038 |
98,861 |
5. Operating Profit (EBITDA) (3-4) |
45,406 |
33,581 |
6. Finance Charges, Depreciation & Amortisation |
22,450 |
18,290 |
7. Profit before exceptional items and tax (5-6) |
22,956 |
15,291 |
8. Exceptional items |
(11,514) |
9,365 |
9. Profit before tax (7+8) |
11,442 |
24,656 |
10. Tax Expenses |
5,063 |
4,711 |
11. Net Profit for the year (9-10) |
6,379 |
19,945 |
12. Share in profits of associate companies |
- |
- |
13. Profit for the year from continuing operations (11+12) |
6,379 |
19,945 |
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) |
6,379 |
19,945 |
Other comprehensive income |
(145) |
(33) |
Total comprehensive income (15+16) |
6,234 |
19,912 |
STATE OF COMPANY'S AFFAIR, OPERATING RESULTS AND PROFITS
For the financial year 2024-25, the Company reported a consolidated revenue from
operations of Rs. 7,783 Crores compared to Rs. 6,893 Crores reported for FY 2023-24.
Revenue from Hospital business stood at Rs. 6,528 Crores compared to Rs. 5,686 Crores
reported during the corresponding previous year. Hospital business revenues contributed
84% approx. to the total consolidated revenue in FY 2024-25 as compared to 82% in FY
2023-24. Agilus Diagnostics Limited ("Agilus"), the diagnostic business of the
Company, reported gross revenues of Rs. 1,407 Crores compared to Rs. 1,372 Crores in the
previous financial year. Considering elimination of inter-company revenue (within the
group), net revenue of Agilus was at Rs. 1,255 Crores compared to Rs. 1,207 Crores in FY
2023-24.
The growth in hospital business was led by 9% growth in ARPOB at Rs. 2.42 Crores per
annum compared to Rs. 2.22 Crores per annum in FY 2023-24. The occupancy levels stood at
69 % in FY 2024-25 as compared to 65% in FY 202324. The Company's focus specialties
comprising Oncology, Gastroenterology, Neurosciences, Renal Sciences, Orthopedics and
Cardiac Sciences grew by 16% YoY and contributed 62% to the total hospital revenues,
similar to 62% in FY24. Revenue from International business recorded growth of 13 % in FY
2024-25 to reach Rs. 539 Crores compared to Rs. 479 Crores in FY 2023-24.
The consolidated EBITDA of the Company stood at Rs. 1,655 Crores compared to Rs. 1,306
Crores for the previous corresponding year. EBITDA margin of the Company stood at 21.3 %
versus 18.9% in FY 2023-24. Hospital business EBITDA for FY 2024-25 was at Rs. 1,381
Crores compared to Rs. 1,077 Crores reported for FY 2023-24. The EBITDA margin of the
hospital business stood at 21.1% versus 18.9% in FY24.
The diagnostic business of the Company reported EBITDA of Rs. 274 Crores compared to
Rs. 229 Crores reported in the corresponding previous year. The EBITDA margin of the
diagnostic business stood at 19.5% versus 16.7% (basis gross revenue) for the year FY
2023-24.
Profit after tax for FY 2024-25 stood at Rs. 809 Crores compared to the PAT of Rs. 645
Crores in FY 2023-24. PAT includes an exceptional loss of Rs.89.3 Crores in FY 2024-25
primarily pertaining to impairment movement in an associate Company and impairment of
assets in a subsidiary company, offset by gain of Rs.23.5 Cr related to the divestment of
the Richmond Road, Bangalore facility in December 2024 and Rs.16.0 Crores in FY 2023-24
which pertains to the reversal of impairment in an associate company and profit related to
the divestment of Chennai facilities.
The Company's net debt stood at Rs. 1,694 Crores as on March 31, 2025 compared to Rs.
264 Crores as on March 31, 2024 (net debt to equity of 0.18x versus 0.03x in FY24). Net
debt to EBITDA stood at 0.93x as on March 31, 2025 as compared to the 0.17x as on March
31,2024 (basis Q4 annualized EBITDA).
As one of the leading, accredited, private healthcare chains in India, the Company
strives to pursue the highest standards in patient care while endeavoring to achieve a
superlative patient experience and high-quality clinical outcomes across its medical
specialties. The Company's healthcare facilities are well supported by its investments in
the state-of-the-art medical infrastructure and equipment enabling it to provide advanced
treatment options to its patients. The Company's clinical and paramedical talent allow it
to consistently promote high standards of tertiary and quaternary healthcare services in
its key specialties such as Cardiac Sciences, Oncology, Neurosciences, Orthopedics, and
transplants.
The Company has progressed well on the strategic priorities that it had outlined for
itself in FY25. During the year 202425, the Company further strengthened its prime medical
programs in key facilities across India with addition of several eminent clinicians in
Neurology, Cardiac Sciences, Oncology, Gastroenterology, Orthopedics, and Gynecology. The
Company augmented its medical infrastructure by commissioning Gamma Knife, MR LINAC,
Surgical Robots, in some of its key facilities such as FMRI, FEHI, and others. FMRI is
equipped with both Gamma Knife and MR-LINAC technologies under one roof, reaffirming the
Company's commitment to offering the most advanced treatment options.
The Financial Year 2024-25 has witnessed good progress for Company's key growth levers,
including inorganic growth, portfolio rationalization and brownfield bed expansion. As
part of Company's inorganic growth strategy, Fortis through its wholly owned subsidiary
signed definitive agreement in February 2025 to acquire Shrimann Superspecialty Hospital
in Jalandhar, Punjab for Rs.462 crores. This acquisition will add 228 beds to Company's
network and offers the potential to increase the facility's total capacity to over 450
beds. This transaction will allow to further strengthen Company's presence in Punjab
region from approximately 800 beds to over 1,000 beds.
Continuing with the portfolio rationalization strategy, the Company has divested
business operations of Richmond Road Hospital in Bangalore in December 2024. This is the
third facility divested by the Company after the divestment of Malar facility and
Vadapalani facility in Chennai.
In December 2024, the Company raised Rs. 1,550 crores through the issuance of
non-convertible debentures. Leveraging these funds, along with internal accruals, the
Company has consolidated its stake in Agilus by acquiring 31.52% stake from private equity
investors. As a result, FHL now holds 89.20% equity stake in Agilus.
Recently, in April 2025, the Company has also successfully acquired the 'Fortis' brand
and trademarks, for a consideration of Rs.200 crores.
The healthcare vertical of the Company primarily comprises day care specialty,
diagnostics and tertiary and quaternary care. As of March 31, 2025, the Company had a
network of 27 healthcare facilities in India with ~4,750 operational beds including beds
under the O&M model.
There has been no change in the nature of business of the Company during the year under
review. The Company continues its endeavor to provide quality healthcare services with an
emphasis on high degree of clinical outcomes and an unparalleled patient experience
(further information on Company performance is detailed in the Company section of the
"Management Discussion and Analysis" in the Annual Report).
SIGNIFICANT MATTERS DURING THE YEAR UNDER REVIEW
The Company strategically reviewed and prioritised key areas to drive revenues and
operational performance. These include aspects related to evaluating the current portfolio
of the Company's facilities and planned bed expansion, initiating cost optimisation
measures across the network, investing in technology and medical equipment and further
strengthening its clinical excellence program. Details about which are mentioned in the
Business Strategy section of the Management Discussion and Analysis Report ('MDA').
Further, the Board has from time to time during the year under review updated its
stakeholders regarding the key developments that took place by disseminating necessary
information to the stock exchanges and through various means of communications to the
investors. Some of these key matters pertaining to previous years are mentioned below:
Post a successful bid, your Company had entered into share subscription Agreement dated
July 13, 2018, for issuance of 235,294,117 Shares at a price of Rs.170 per share for an
aggregate consideration upto Rs.4,000 Crores (Rupees Four Thousand Crores only) to
Northern TK Venture Pte Limited ("NTK"), an indirect wholly owned subsidiary of
IHH Berhad ('IHH'). Consequently, after obtaining regulatory and statutory approvals such
as from Securities and Exchange Board of India, Competition Commission of India and in
terms of Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, IHH made Mandatory Open Offer for acquisition of upto
197,025,660 Equity Shares representing additional 26% of the expanded voting share capital
of your Company ("Fortis Open Offer") and another Mandatory Open Offer for
acquisition of up to 4,894,308 fully paid up equity shares of face value of Rs.10 each,
representing 26% of the fully diluted voting equity share capital of Fortis Malar
Hospitals Limited ("Fortis Malar Open Offer").
After the Preferential Allotment on November 13, 2018, public announcement was made on
December 07, 2018 regarding Fortis Open Offer and Fortis Malar Open Offer, thereafter the
Hon'ble Supreme Court of India had on December 14, 2018 passed an order ("Status Quo
Order") directing "status quo with regard to sale of the controlling stake in
Fortis Healthcare to Malaysian IHH Healthcare Berhad be maintained". In light of the
Status Quo Order, Fortis Open Offer and Fortis Malar Open Offer were put on hold until
further order(s)/clarification(s)/ direction(s) issued by the Hon'ble Supreme Court of
India. Vide its order dated November 15, 2019, the Hon'ble Supreme Court had issued
suo-moto contempt notice to, among others, your Company, and directed its Registry to
register a fresh contempt petition in regard to alleged violation of the Status Quo Order
("Contempt Petition").
Petitions before the Hon'ble Supreme Court including the suomoto contempt have been
disposed of vide judgement dated September 22, 2022 ("Judgement"). No finding of
contempt has been made against either your Company, or its independent directors. Based on
legal advice, the Company is of the clear view that the Status Quo Order dated 14th December
2018 no longer exists. Therefore, your Company is continuing to pursue actions which are
in the best interest of its shareholders and itself. Our promoter is simultaneously
seeking legal counsel for pursuing and securing the Open Offer.
In the Judgement, it has been stated by the Hon'ble Supreme Court that RHT Transaction
appeared prima facie to be an acquisition of proprietary interest to subserve the business
structure of the Company. It also passed certain directions inter alia, that the High
Court of Delhi may consider issuing appropriate process and appointing forensic auditor(s)
to analyze the transactions entered into between FHL and RHT and other related
transactions. Your Company plans to strenuously object to any contemplation of a forensic
given that in the Judgment, no wrongdoing by the Company had even been alluded to. The
Company's stated position is that these transactions were done in compliance with
applicable laws, post requisite corporate and regulatory approvals and necessary
disclosures /announcements. Currently, Your Company, is vehemently opposing the
application filed by Daiichi before the High court for appointment of forensic auditor.
OTHER RELEVANT MATTERS
Based on complaint filed by your Company with the Economic Offences Wing
("EOW") in November 2020 against the erstwhile promoters/erstwhile promoters
group company in respect of certain transactions, First Information Report (FIR) was
registered on July 03, 2021, against them. EOW is investigating the matter. The said
Complaint is also being investigated by the Enforcement Directorate and the Company is
co-operating and providing requisitioned documents/ information to it. Further, pursuant
to the order dated February 17, 2018 of MCA, SFIO has been investigating into the affairs
of your Company/its subsidiaries. The Company is co-operating in the said investigation.
Fortis Hospitals Limited had filed a civil suit for recovery of Rupees 52,019 Lakhs
before Hon'ble Delhi High Court against the ex-promoters and certain entities which is
sub-judice.
DIVIDEND AND TRANSFER TO RESERVES
The Board of Directors has recommended a final dividend of Rs.1 (One) per equity share
at the rate of 10% of the face value of the shares of the Company for the year ended March
31, 2025, be paid subject to the approval of the shareholders, to those shareholders whose
names appear in the register of members as on the record date in proportion to the paid up
value of the equity shares. The record date for the purpose of dividend will be Friday,
July 25, 2025.
Refer the Company's policy on Dividend Distribution available on the website of the
Company at https://www.fortishealthcare. com/investors/policies-&-code/483
During the financial year ended March 31, 2025, no amount (previous year: nil)
transferred to general reserves.
Further, the Statement of Changes in Equity is forming part of the Standalone and
Consolidated financial statements.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial position of your
Company which have occurred in FY 2024-25, except as disclosed in this Annual Report.
The following changes took place during the year under review:
1) Your Company has issued 1,55,000 (One lac and fifty- five thousand) listed, senior,
secured, rated, redeemable Non-Convertible Debenture each having a face value of
Rs.1,00,000/- (Indian Rupees One lac) and an aggregate value of up to Rs.1550,00,00,000/-
(Indian Rupees One Thousand Five Hundred and Fifty Crores only) ("Debentures" or
"NCDs") on a private placement basis to the eligible investors.
2) Your Company has acquired 5,970,149, equity shares as held by International Finance
Corporation ("IFC"), 1,24,37,811 equity shares as held by NYLIM Jacob Ballas
India Fund III LLC ("NJBIF") and 63,10,315 equity shares held by Resurgence PE
Investments Limited (formerly known as Avigo PE Investments Limited)
("Resurgence") (representing 7.61%, 15.86% and 8.05% equity stake respectively)
in Agilus Diagnostics Limited (a material subsidiary of the Company) from IFC, NJBIF and
Resurgence respectively.
3) Material subsidiary i.e Fortis Hospitals Limited ("FHsL") of your Company
has divested its business operations of Richmond Road facility, Bangalore in December
2024, to continue with the portfolio rationalization strategy.
4) Your Company through its material subsidiary i.e Fortis Hospotel Limited
("FHTL") has signed definitive agreements for the acquisition of entire business
operations of Shrimann Superspecialty Hospital ("Shrimann Hospital") in
Jalandhar, Punjab along with the underlying hospital land and the adjacent land thereto,
as a part of Company's inorganic strategy.
5) Your Company has participated in the auction conducted on December 21, 2024, for
'Fortis' brand and allied trademarks, by the Court appointed auctioneer, wherein your
Company was declared as the successful bidder and Bid price was Rs.200 Crores.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
Statutory Auditors in their report to the Board of Directors on the Internal Financial
Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 ("The Act") have given the opinion that the Company and such
companies incorporated in India which are its subsidiary companies have, in all material
respects, adequate internal financial controls with reference to consolidated financial
statements and the financial statements of the Company and such internal financial
controls were operating effectively as at March 31, 2025, based on the internal financial
controls with reference to consolidated financial statements and the financial statements
of the Company, criteria established considering the essential components of such internal
controls stated in the Guidance Note on Audit of Internal Financial Controls Over
Financial Reporting issued by the Institute of Chartered Accountants of India. The
Auditor's opinion on adequacy and operating effectiveness of internal control is
self-explanatory.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
During the year, the Company acquired an additional 31.52% equity stake (existing
57.68% equity stake) in Agilus Diagnostics Limited, comprising 2,47,18,275 equity shares.
This acquisition was made from private equity investors, including Resurgence PE
Investments Limited (formerly known as Avigo PE Investments Limited) - 63,10,315 shares,
International Finance Corporation - 59,70,149 shares, and NYLIM Jacob Ballas India Fund
III LLC - 1,24,37,811 shares.
Further note that your Board of Directors have adopted a policy for determining
"material subsidiary" pursuant to the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI (LODR) Regulations, 2015/SEBI Listing
Regulations"). The said policy is available at https://www.
fortishealthcare.com/investors/policies-&-code/483
In terms of the said policy, as on April 01, 2025, Fortis Hospitals Limited (FHsL),
International Hospital Limited (IHL), Fortis Hospotel Limited (FHTL) and Agilus
Diagnostics Limited (ADL) are considered as Material Subsidiary(ies). Necessary
compliances w.r.t. material subsidiaries have been duly carried out in accordance with
Regulation 24(1) of the SEBI Listing Regulations. The copies of the Secretarial Audit
Reports of the material subsidiaries issued by the Company Secretary in Practice forms
part of this report.
Further, no subsidiary/Joint venture/ Associate Companies has been added or ceased
during the period under review except the increase in the shareholding Agilus Diagnostics
Limited as disclosed above.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES
The consolidated financial statements of your Company and its subsidiaries, prepared in
accordance with applicable accounting standards, issued by the Institute of Chartered
Accountants of India, forms part of the Annual Report. In terms of the Section 136 of the
Companies Act, 2013, financial statements of the subsidiary companies are not required to
be sent to the members of the Company. Your Company will provide a copy of separate annual
accounts in respect of each of its subsidiary to any shareholder of the Company who asks
for it and said annual accounts will be available for inspection and are also available on
the website of the Company. Performance and financial position of each of Subsidiaries,
Associates and Joint Ventures included in the Consolidated Financial Statements of your
Company is enclosed herewith as "Annexure - I" in the prescribed format (Form
AOC-1).
The contribution of the subsidiary/associates/joint venture companies to the overall
performance of your Company is outlined in Note No. 26 of the Consolidated Financial
Statements for the year ended March 31,2025.
LOANS/ADVANCES/INVESTMENTS/GUARANTEES
Particulars of Loans/Advances/Investments/guarantees given and outstanding during the
FY 2024-25 forms part of the Notes to the Financial Statements.
PUBLIC DEPOSITS
During the financial year under review, your Company had not invited or accepted any
deposits from the public, pursuant to the provisions of Section 73 of the Companies Act,
2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and therefore, no amount
of principal or interest was outstanding in respect of deposits from the Public as of the
date of Balance Sheet.
UTILISATION OF FUNDS
The details of utilisation of funds earlier raised through preferential allotment are
mentioned in Notes to Financial Statements. During the year under review, no preferential
allotment was made by the Company for the equity shares.
Your Company has issued 1,55,000 (One lac and fifty-five thousand) listed, senior,
secured, rated, redeemable NonConvertible Debenture each having a face value of
Rs.1,00,000/- (Indian Rupees One lac) and an aggregate value of up to Rs.1550,00,00,000/-
(Indian Rupees One Thousand Five Hundred and Fifty Crores only) ("Debentures" or
"NCDs") on a private placement basis to the eligible investors to acquire an
additional 31.52% equity stake in Agilus Diagnostics Limited. The details of utilisation
of funds are mentioned in Notes to Financial Statements.
AUDITORS
M/s B S R & Co. LLP, (Registration No. 101248W/W- 100022), Chartered Accountants,
were re-appointed as Statutory Auditors of your Company, by the shareholders in the 28th
Annual General Meeting held on August 2, 2024 for a second term of four years i.e.
up to the conclusion of the Annual General Meeting to be held in the year 2028.
The Notes on financial statements 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. However, the Statutory Auditors
have, in their report to the Board of Directors on the consolidated financial statements
of the Company made the following comments which are self- explanatory and are categorised
as "Emphasis of Matter", hence no comments in this regard have been offered by
your Board of Directors:
a) Note 27 and 28 of the consolidated financial statements which deals with various
matters including the ongoing investigation by Serious Fraud Investigation Office
("SFIO on Fortis Healthcare Limited and its subsidiaries regarding alleged improper
transactions and non-compliances with laws and regulations including Companies Act, 2013
(including matters relating to remuneration paid to managerial personnel). These
transactions and noncompliances relate to or originated prior to take over of control by
reconstituted board of directors of Fortis in the year ended March 31,2018. As mentioned
in the note, the Group has been submitting information required by SFIO and is also
cooperating in the regulatory investigations.
b) As explained in the said note, the Group had recorded significant
adjustments/provisions in its books of account during the year ended March 31,2018. The
Company had launched legal proceedings and also filed a complaint with the Economic
Offences Wing ('EOW') against erstwhile promoters and their related entities based on the
findings of the investigation conducted by the Group. Further, based on management's
detailed analysis and consultation with external legal counsel, a further provision has
been made and recognised in the year ended March 31, 2021 for any contingency that may
arise from the aforesaid issues. As per the management, any further financial impact, to
the extent it can be reliably estimated as at present, is not expected to be material.
c) Note 30A of the consolidated financial statements relating to the order dated
September 22, 2022 of the Hon'ble Supreme Court, whereby it has directed the Hon'ble High
Court of Delhi inter alia that it may also consider issuing appropriate process and
appointing forensic auditor(s) to analyse the transactions entered into between the
Company and RHT Health Trust and other related transactions. The above-mentioned Note also
states that the Hon'ble Supreme Court has observed that prima facie, it appears to be
acquisition of proprietary interest of RHT Health Trust by the Holding Company are to
subserve the business structure of the Holding Company.
Further, as per the requirement of Companies Auditor Report Order (CARO), Rules, 2016,
there was no fraud other than as disclosed pertaining to earlier years reported by the
above stated auditors during the year under review.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the cost audit records maintained by your Company in
respect of its hospital activity is required to be audited. Your Directors had, on the
recommendation of the Audit Committee and the Board of Directors, appointed M/s. Jitender,
Navneet & Co., (Firm Registration No.: 000119), Cost Auditors to audit the cost
accounts of your Company for the FY 2024-25 at a remuneration of Upto Rs.2,95,000/-
(Rupees Two Lakhs Ninety Five Thousand only) plus applicable taxes and reimbursement of
out-of-pocket expenses incurred in connection with the cost audit. As required under the
Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be
placed before the Members in a general meeting for ratification. Accordingly, a resolution
seeking member's ratification for the remuneration payable to M/s Jitender, Navneet &
Co., Cost Auditors is included in the Notice convening the ensuing Annual General Meeting.
Further, in terms of the Companies (Accounts) Rules, 2014, it is confirmed that
maintenance of cost records as specified by the Central Government under sub-section (1)
of Section 148 of the Companies Act, 2013, is applicable on your Company and accordingly
such accounts and records are properly made and maintained.
The Report of the Cost Auditors for the FY 2023-24 does not contain any qualifications,
reservations or adverse remarks and the comments given by the Cost Auditors are self-
explanatory and hence do not call for any further explanations or comments.
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, M/s. Neelam Gupta
& Associates, Company Secretaries (Firm Registration No. S2006DE086800), was appointed
by the Board as the Secretarial Auditors of the Company for the Financial Year 2024-25.
Further, the Company has recommended the appointment of M/s. Neelam Gupta &
Associates, Company Secretaries for a term of 5 (five) consecutive years commencing from
Financial Year April 1, 2025 to March 31, 2030, to undertake secretarial audit of the
Company.
Accordingly, a resolution seeking appointment and fixation of fees of Secretarial
Auditors of the Company is included in Notice convening the ensuing Annual General
Meeting.
Further, M/s Neelam Gupta & Associates, Company Secretaries, has also submitted her
consent to act as the Secretarial Auditors of the Company and have confirmed that they
fulfil the criteria as specified in clause (a) of Regulation 24A(1A) of SEBI Listing
Regulations and further confirmed that they have not incurred any of disqualifications as
specified by the Securities and Exchange Board of India.
Further, pursuant to the provisions of Regulation 24A, the secretarial audit report of
the Company and its material subsidiaries are attached as "Annexure- II" and
"Annexure- II(A)" respectively. Further, the Report of the Secretarial Auditor
for the FY 2024-25 does not contain any qualification, reservation or adverse remarks. The
Secretarial Audit Report confirms that the Company has complied with the provisions of the
Act, Rules, Regulations and Guidelines and that there were no deviations or non
compliances.
Internal Auditors
The Company has a well-established, independent and in-house Internal Audit function
that is responsible for providing assurance on compliance with operating systems, internal
policies and legal requirements, as well as suggesting improvements to systems and
processes. The
Internal Audit function monitors and evaluates the efficiency and adequacy of internal
control systems in the Company.
The Head of Internal Audit reports functionally to the Audit Committee. Key internal
audit findings are presented to the Audit Committee.
For FY25, Internal Audit(s) were performed in accordance with the Internal Audit plan
approved by the Audit Committee.
In addition to the internal IA team conducting audit(s) covering key business processes
as per approved plan, Deloitte Touche Tohmatsu India LLP and Grant Thorton Bharat LLP were
engaged as an external service provider to perform Internal Audit for specific processes.
Compliance of Secretarial Standard
During the period under review, your Company has complied with the applicable
provisions of Secretarial Standards issued by the The Institute of Company Secretaries of
India.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During FY 2017-18 the Company, the Securities and Exchange Board of India (SEBI),
initiated investigation w.r.t. siphoning of approx. Rs.5 Billion by its ex-promoters. Post
investigation, SEBI had issued two Show Cause Notices i.e., dated November 12, 2020 (SCN
1) and April 9, 2021 (SCN 2), respectively.
A Show-Cause Notice (SCN- 1) was issued by SEBI to various entities including the
Company and FHsL on November 20, 2020. In the SCN- 1, it was inter-alia alleged that the
consolidated financials of the Company at the relevant period were untrue and misleading
for the shareholders of the Company and the Company had circumvented certain provisions of
the SEBI Act, Securities Contracts (Regulation) Act, 1956, and certain SEBI regulations.
In response, a joint representation/reply was filed by the Company and FHsL on December
28, 2020 praying for quashing of the SCN- 1 by inter alia reiterating that the Company and
FHsL, were in fact victims of the schemes of the Erstwhile Promoters (Malvinder Mohan
Singh and Shivinder Mohan Singh) and justice, equity and fairness demands that the victim
ought not be punished for the offences of the wrongdoers. All acts impugned in the SCN- 1
relate to the period when the Erstwhile Promoters controlled the affairs of Company and
FHsL and the erstwhile Promoters are no longer involved in the affairs of the Company and
FHsL. The Erstwhile Promoters were responsible for financial misrepresentation and not the
Company and FHsL. Post resignation of the Erstwhile Promoters in February 2018, the Board
of Directors of the Company, solely comprising Independent Directors looked after its
welfare.
The new promoter of the Company (i.e. NTK Venture Pte. Ltd.) assumed control of the
Company pursuant to a preferential allotment, which was approved by both Competition
Commission of India and SEBI, which approved the open offer that had got triggered
pursuant to such preferential allotment. Any adverse orders against the Company and FHsL
would harm their existing shareholders, employees and creditors. The Company and FHsL have
taken substantial legal actions against the Erstwhile Promoters and significant steps to
recover the diverted amounts. SEBI passed an order dated 19.04.2022 w.r.t SCN -1 directing
the Company & FHsL to pursue the measures taken to recover the amount of Rs.397.12
Crores (approx.) along with the interest from Erstwhile Promoters; & Audit Committee
to regularly monitor the progress of such measures and report the same to board of
directors at regular intervals. SEBI had imposed a penalty of Rs.50 lakh and Rs.1 Crore on
FHsL and the Company respectively.
On April 09, 2021, SEBI issued another Show cause notice (SCN - 2) to various noticees
including Escorts Heart Institute and Research Centre Limited ("EHIRCL"). In the
said show cause notice, with respect to EHIRCL, it was alleged that Rs.567 crore was lent
by the Company to EHIRCL in 2011, which was subsequently transferred by EHIRCL to Lowe
Infra and Wellness Private Limited ("Lowe") in multiple transactions for the
purchase of a land parcel. This land parcel, which was allegedly indirectly to be acquired
by the Company through its subsidiary EHIRCL and another entity Lowe, was then transferred
to RHC Holdings Private Limited ("RHC Holdings"). It was stated in the said Show
cause notice that a structured rotation of funds was carried out to portray that the loan
extended by the Company for the purchase of land had been paid back with interest in the
year 2011. It is alleged that the Company was actually paid back by RHC Holding over a
period of four years ending on July 31, 2015. In this respect, the Company and FHsL funds
were allegedly routed through various layers in order to camouflage the transactions, and
to circumvent legal provisions with respect to related party transactions.
In the Show cause Notice dated April 09, 2021 EHIRCL had been clubbed along with the
other noticees, and had been painted with the same brush as the other noticees in alleging
that certain noticees, including EHIRCL, were part of a fraudulent and deceptive device
wherein they acted in fraudulent manner which led to the misuse and/or diversion of funds
from a listed company i.e. FHL, amounting to approximately Rs.397.12 crore for the
ultimate benefit of RHC Holdings and the erstwhile promoters. Thereby, it is alleged that
EHIRCL has aided and abetted the routing of funds from the Company, ultimately to RHC
Holdings, for the benefit of the promoter entities.
Further, after adjudicating the Show Cause Notice dated April 09, 2021, SEBI passed an
order dated 18.5.2022 wherein it held that EHIRCL is responsible for fraudulent scheme
perpetrated at the behest of the then management of FHL/FHsL for the benefit of their then
promoters and therefore has violated the relevant provisions of SEBI (PFUTP) Regulations.
SEBI acknowledged the fact that EHIRCL working under a completely new management presently
and the said revamped management has already taken steps against the erstwhile promoters
for the fraud perpetrated under their watch, shall serve as a mitigating factor while
computing the penalty under section 15HA of the SEBI Act. Having said this, SEBI vide
order dated 18.5.2022 imposed a penalty of Rs.1 crore on EHIRCL for violation of certain
provisions of SEBI laws. The reasoning that was adopted for imposition of penalty on
EHIRCL appears to be exactly on the same lines as the reasoning in the case of FHL and
FHsL.
SEBI vide order dated May 18, 2022, passed in the Show Cause Notice dated April 09,
2021, imposed a penalty of Rs.1 (one) Crore on EHIRCL after finding that there has been
violation of certain provisions of SEBI laws. While imposing the said penalty, SEBI
acknowledged that EHIRCL working under a completely new management presently and the said
revamped management have already initiated civil and criminal actions against the
erstwhile promoters for the fraud perpetrated under their watch.
Both the orders dated 19.4.2022 and 18.5.2022 passed by SEBI have been appealed against
by the Company, FHsL and EHIRCL before Securities Appellate Tribunal, Mumbai
("SAT"). On deposit of 50% of the penalty amount, in respect of FHSL & FHL,
recovery of total penalty amount has been stayed and in respect of EHIRCL, operation of
SEBI Order 18.5.2022 has been stayed. Appeals are pending adjudication.
During the Financial Year, Hon'ble High Court of Delhi on October 29, 2024 directed the
Learned Joint Registrar - High Court of Delhi to conduct auction of 'Fortis' brand and
allied trademarks. In the auction conducted on December 21, 2024 by the Court appointed
auctioneer, only your Company participated and was declared as the successful bidder. Bid
price was Rs.200 Crores. Owner of brand 'Fortis' had objected to the valuation of brand
and the auction process. However, the Hon'ble Court vide its order dated March 25, 2025
confirmed the sale of brand 'Fortis' in favor of your Company. As per bid condition, your
Company has deposited Rs.200 Crore with the Registrar General - High
Court of Delhi. Applicable GST, if any, will be over & above the bid amount and
will be paid at a later stage. Learned Joint Registrar- High Court of Delhi vide its order
dated April 04, 2025 has issued "Certificate of Sale" in favour of your Company.
CAPITAL STRUCTURE/STOCK OPTION
During the year under review, there is no change in the capital structure of the
Company and no further stock options were granted under Employee Stock Option Plan 2007
and Employee Stock Option Plan 2011.
The Company currently manages its stock options through "Employee Stock Option
Plan 2007" and "Employee Stock Option Plan 2011" ("Schemes") as
approved by the shareholders. The Nomination and Remuneration Committee of the Board of
Directors of the Company, inter alia, administers and monitors the Schemes of the Company.
Each option when exercised would be converted into one fully paid up equity share of Rs.10
each of the Company. During the year under review, no option was granted by the Company.
Disclosure pursuant to the Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 for the year ended March 31, 2025 is
available at the website of the Company at
https://www.fortishealthcare.com/investors/annual-reports/476.
The certificate from the Secretarial Auditors of the Company stating that the Schemes
have been implemented in accordance with the SEBI Regulations would be placed at the
ensuing Annual General Meeting for inspection by members.
The Company has not made any provision of money for purchase of, or subscription for,
its own shares or of its holding Company.
Details pertaining to shares in suspense account are specified in the report of
Corporate Governance forming part of the Board Report.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website at
https://www.fortishealthcare.com/ investors/annual-return/479
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
The particulars required under Section 134(3)(m) of the Companies Act, 2013, read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, regarding Conservation of Energy and
Technology Absorption, is given in "Annexure - III", forming part of the Board's
Report. Further, details pertaining to Foreign Exchange Earnings and Outgo is as given
below:
TOTAL FOREIGN EXCHANGE EARNED AND USED (BASED ON STANDALONE FINANCIAL STATEMENTS)
|
(Rs. in Crores) |
Particulars |
Amount |
Foreign Exchange earned in terms of Actual Inflows |
14.02 |
Foreign Exchange outgo in terms of Actual Outflows |
5.36 |
Note: Earning and expenditure in foreign currency is on accrual basis.
CORPORATE SOCIAL RESPONSIBILITY - OUR JOURNEY THROUGH THE PAST YEAR
The CSR Policy (approved by the Board of Directors) approaches this area under the
philosophy that the Company's efforts should strive towards building and sustaining
healthier humanity and fostering the holistic well-being of communities. The policy
elucidates the concept of growing our business in a socially and environmentally
responsible manner through an active role in empowering communities and driving social
development and positive change.
The policy has defined the roles and responsibilities associated with governance and
administration of design and implementation of initiatives. It further clarifies the
criteria for identifying eligible programmes, mechanisms for monitoring, evaluation and as
well as reporting and disclosure requirements. As an enterprise in the critical domain of
healthcare, the Company has participated and implemented various socially responsive
programs since its inception. These programs are consistent with the themes outlined in
the relevant Acts as well as the CSR policy of the organisation.
The policy as approved by the Board is available on the Company's website at:
https://www.fortishealthcare.com/ investors/policies-&-code/483
During the year, the Company engaged Sattva Media and Consulting Pvt. Ltd.
("Sattva Consulting") as an external agency/advisor for undertaking CSR
activities of the Company and its subsidiaries for the financial year 2024-2025. Further,
Sattva Consulting is engaged in the business of, inter alia, providing consultancy
services in the social impact sector and implementation of corporate social responsibility
programmes/ initiatives.
This year Company and its subsidiaries contributed their CSR Fund to the Apprenticeship
training, Whole School Transformation (School Infrastructure Upgrade), PHC Upgradation,
Scholarship to MBBS students, Cancer Screening Camps and Upgrading Health and Wellness
Centers, and the Digital Health Training as highlighted in the table shown below:
Qualifying Amount & Spent during the FY 2024-25
|
|
|
|
(Amt in (Rs.)) |
Particulars |
FHL |
FHTL |
IHL |
TOTAL |
FY 2024-25 (Qualifying amount) |
Rs.1,47,00,603 |
Rs.6,08,51,293 |
Rs.3,09,77,433 |
Rs.10,65,29,329 |
Total(A) |
Rs.1,47,00,603 |
Rs.6,08,51,293 |
Rs.3,09,77,433 |
Rs.10,65,29,329 |
Spent for |
|
|
|
|
Smart Health and Wellness Center (HWC) & Cancer Screening Camps -
FICCI |
|
|
Rs.52,10,437 |
Rs.52,10,437 |
Primary healthcare center (PHC) upgradation - Society of Community
Health Oriented Operational Links (SCHOOL) |
|
Rs.1,45,00,000 |
Rs.55,00,000 |
Rs.2,00,00,000 |
Digital Health Training - NATHealth |
Rs.5,00,000 |
|
|
Rs.5,00,000 |
Whole School Transformation (School infrastructure upgrade) - YUVA
Unstoppable |
|
Rs.3,75,00,000 |
|
Rs.3,75,00,000 |
Scholarships to MBBS Students - Foundation for Excellence |
|
|
Rs.50,00,000 |
Rs.50,00,000 |
Apprenticeship Program - Direct Implementation |
Rs.1,37,91,859 |
Rs.77,69,877 |
Rs.1,48,08,356 |
Rs.3,63,70,092 |
Consultancy Fee - Sattva Consulting |
Rs.4,08,744 |
Rs.10,81,416 |
Rs.4,58,640 |
Rs.19,48,800 |
Total (B) |
Rs.1,47,00,603 |
Rs.6,08,51,293 |
Rs.3,09,77,433 |
Rs.10,65,29,329 |
Report pursuant to Clause O of Sub-Section 3 of Section 134 of the Companies Act, 2013
read with Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 is given in
"Annexure IV".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of your Company as on date of this report comprises Eleven (11)
directors, of which one (1) is a Managing Director and CEO (Executive Director), four (4)
are Independent Directors [including two (2) Women Directors] and rest of the six (6)
directors are Non- Executive & NonIndependent Directors. In accordance with the
provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of
the Company, Mr. Tomo Nagahiro and Mr. Lim Tsin Lin, Non-Executive Non- Independent
Directors are liable to retire by rotation at the ensuing Annual General Meeting and have
offered themselves for re-appointment. On the recommendation from Nomination &
Remuneration Committee, the Board has recommended their re-appointment as the directors
liable to retire by rotation.
As required under Regulation 36 of SEBI LODR and Secretarial Standards information or
details of Mr. Tomo Nagahiro and Mr. Lim Tsin Lin, Non-Executive Non- Independent
Directors, are provided in the Notice convening the ensuing Annual General Meeting.
The re-appointment of Dr. Ashutosh Raghuvanshi as Managing Director (Designated as
'Managing Director & CEO') of the Company has been approved by the shareholders in the
28th Annual General Meeting held on August 02, 2024, effective from March 19,
2025 for a period of 2 years.
During the year under review, Mr. Ravi Rajagopal resigned from the Directorship &
Chairmanship of the Company w.e.f. September 30, 2024.
Consequent to the resignation of Mr. Ravi Rajagopal as Chairman of the Company w.e.f.
September 30, 2024, Mr. Indrajit Banerjee was appointed as the regular Chairman w.e.f.
October 1, 2024, till the time vacancy is filled.
Mr. Leo Puri was appointed as an Additional Non-Executive Independent Director of the
Company w.e.f. December 27, 2024 and had also been designated as Chairman of the Board.
Consequently, Mr. Indrajit Banerjee has passed on the position of the Chairman to Mr. Leo
Puri and continued being a member of the Board as an Independent Director.
Further pursuant to the Regulation 17(1)(c) of the SEBI (LODR) Regulations, 2015, the
Company obtained the approval of shareholders confirming the appointment of Mr. Leo Puri
as Non-Executive Independent Director of the Company vide postal ballot on March 20, 2025.
No director of the Company was disqualified to become/ continue as Director of the
Company, in terms of the provisions of the Companies Act, 2013 and the rules made
thereunder.
There is no inter-se relationship between the Board Members.
During the FY 2024-25, Ten (10) meetings were held by the Board of Directors. The
details of board/committee meetings and the attendance of Directors are provided in the
Corporate Governance Report.
Details of Key Managerial Personnel are as under:
Name |
Designation |
Dr. Ashutosh Raghuvanshi |
Managing Director and Chief Executive Officer |
Mr. Vivek Kumar Goyal |
Chief Financial Officer |
Mr. Satyendra Chauhan |
Company Secretary & Compliance Officer |
Disclosures regarding the following are mentioned in report on Corporate Governance
forming part of this report.
1. Composition of Committee(s) of the Board of Director and other details;
2. Details of establishment of Vigil Mechanism;
3. Details of remuneration paid to all the Directors including Stock options; and
4. Commission received by Independent Directors; if any. BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board and the respective committees are
required to carry out performance evaluation of the Board as a body, the Directors
individually, Chairman as well as that of its Committees.
The Nomination of Remuneration Committee ("NRC") and the Board have laid down
the manner in which formal annual evaluation of the performance of the Board, it's
committees and individual directors is required to be made.
The following process of evaluation was approved by the Nomination and Remuneration
Committee and the Board of Directors:
Sr. No. Process |
Remarks |
Criteria for Evaluation (including Independent Directors) |
1. Kick Off Board Evaluation Program |
The NRC Chairperson kick starts the process. The relevant
questionnaires were circulated to the Board members. |
|
2. Evaluation forms |
The feedback so received from the members on the process was collated
by Chief Human Resource Officer (CHRO). |
This includes Board focus (Strategic inputs), Board Meeting
Management, suggestions to improve Board performance Board Effectiveness Management
Engagement, governance, risk management and addressing of follow up requests. |
3. Evaluation by the Board and of Independent Directors |
A compilation of the individual self-assessments was placed at the
meeting of the Board of Directors 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 redressal mechanism, succession planning, Effectiveness
of Board Committees etc. |
4. Final recording and reporting |
Based on the findings of the assessment, CHRO circulated a report to
the Board members for further discussion and action planning. Based on the above, a final
report on Board Evaluation 2024-25 was presented at a meeting of the Board of Directors
held in May 2025. |
The report includes key highlights, a presentation of an analysis of
each response, actionable insights and comments. |
MANAGERIAL REMUNERATION
Details pertaining to Remuneration as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
(a) The Ratio of the Remuneration of each Director to the median remuneration of the
Employees of the Company for the FY 2024-25* along with the percentage increase in
remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, during the financial year under review:
Nam ne of the Director |
Designation |
Remuneration of Director/ KMP for FY 2024-25 (Rs. in Crores) |
Median Remuneration of Employees (Rs. in Crores) |
Ratio of remuneration of each Director to the median remuneration of
the employees |
% Increase/ Decrease in remuneration in FY 2024-25 |
1. Dr. Ashutosh Raghuvanshi* |
Managing Director and Chief Executive Officer |
9.59 |
|
220.97:1 |
6.00% ! |
2. Mr. Ravi Rajagopal** |
Chairman (Independent Director) |
0.51 |
|
11.75:1 |
NA |
3. Mr. Dilip Kadambi# |
Non-Executive Director |
0.10 |
|
2.30:1 |
0.00% |
4. Mr. Indrajit Banerjee# |
Independent Director |
1.05 |
|
24.19:1 |
5.00%@ |
5. Ms. Shailaja Chandra# |
Independent Director |
1.05 |
|
24.19:1 |
5.00%@ |
6. Ms. Suvalaxmi Chakraborty# |
Independent Director |
0.94 |
|
21.66:1 |
5.62%@ |
7. Mr. Mehmet Ali Aydinlar# |
Non-Executive Director |
0.04 |
0.0434 |
0.92:1 |
(50.00%) |
8. Mr. Tomo Nagahiro# |
Non-Executive Director |
0.08 |
|
1.84:1 |
(20.00%) |
9. Mr. Lim Tsin LinA |
Non-Executive Director |
- |
|
- |
- |
10. Mr. Ashok Pandit# |
Non-Executive Director |
0.18 |
|
4.15:1 |
50.00% |
11. Dr. Prem Kumar Nair# |
Non-Executive Director |
0.14 |
|
3.23:1 |
75.00% |
12. Mr. Leo Puri*** |
Chairman (Independent Director) |
0.55 |
|
12.67:1 |
NA |
13. Mr. Vivek Kumar Goyal |
Chief Financial Officer |
5.51 |
|
126.96:1 |
11.42% ! |
14. Mr. Satyendra Chauhan |
Company Secretary & Compliance Officer |
1.01 |
|
23.27:1 |
NA$ |
* Annual salary paid, including taxable perquisites, excluding interest accrued on
employer contributions to Provident Fund and
National Pension Scheme for prior periods, as well as reimbursements made against
submitted expense bills.
# All Non-Executive Directors including Independent Directors are paid sitting fees on
the basis of their attendance at the Board/ Committee Meetings. Any variation highlighted
above in the remuneration of these Directors is on account of the number of meetings held
or attended during the year. Further, Independent Directors were also eligible for the
commission, during the period under review.
** Mr. Ravi Rajagopal resigned as Chairman & Independent Director of the Company
w.e.f. September 30, 2024 and consequent to the resignation of Mr. Ravi Rajagopal as
Chairman of the Company, Mr. Indrajit Banerjee was appointed as the regular Chairman of
the Board, with effect from October 1, 2024, till the time vacancy is filled.
*** Mr. Leo Puri was appointed as an Additional Non-Executive Independent Director of
the Company w.e.f. December 27, 2024 and had also been designated as Chairman of the
Board.
$ Appointed during FY 2023-24 i.e. from March 01, 2024, hence the remuneration paid for
FY 2024-25 is not comparable.
A
No sitting Fee/commission paid.
@ Due to increase in commission and/or sitting fees for meetings attended.
!
Increment percentage is calculated on the Total Cost To The Company (TCTC).
(b) The percentage increase in the median remuneration of employees in the financial
year- 11.16%
Increases in annual CTC of active employees between the current and last financial year
are considered to compute the above figure.
(c) The number of permanent employees on the roll of the Company is 3184 as on March
31, 2025, this includes the full -time retainers.
(d) Average percentile increase already made in the salaries of employees other than
the managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and any exceptional
circumstances for increase in the managerial remuneration **
Particulars |
For the Financial Year 2024-25 |
(A) Average percentile increases already made in the salaries of
employees other than the managerial personnel |
11.54% |
(B) Percentile increase in the managerial remuneration |
8.71% |
Comparison of (A) and (B) |
+2.83% |
Justification |
The Company's average salary increment, excluding KMPs, is 11.54%. The
percentage increment varies across job grades, with lower grades typically receiving
higher increments compared to senior grades. |
|
Additionally, market corrections are also factored into the overall
increment. |
Any exceptional circumstances for increase in the managerial
remuneration |
Not Applicable |
**Percentage (%) increase in salary has been calculated by comparing the salaries of
active employees as of 31/03/2025 with their salaries as of 31/03/2024, considering only
those who received an increment during the year
(e) Remuneration paid to Directors and KMPs is as per the Remuneration Policy of the
Company.
REMUNERATION POLICY
On the recommendation of the Nomination and Remuneration Committee, the Board has
framed a policy for selecting and appointing Directors, Senior Management, and their
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director, etc. Details of the Remuneration Policy and changes, if any,
are stated in the Corporate Governance Report.
Your Company has from time to time familiarised the Board of Directors with the
Company's operations, their roles, rights, responsibilities in your Company, nature of the
industry in which your Company operates, business model of your Company, etc. The same is
governed by a template viz Board of Directors Governance Standard and it is available on
the website of the Company at https://www.fortishealthcare.com/investors/
policies-&-code/483
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of your Company, will be provided upon request. In terms of Section 136 of the Companies
Act, 2013, the Report and Accounts are being sent to the Members and others entitled
thereto, excluding the information on employees' particulars which is available for
inspection by the Members at the Registered Office and / or Corporate Office of the
Company during business hours between 10.00 am to 12.00 noon on working days (Except
Saturday and Sunday) of the Company up to the date of the ensuing Annual General Meeting.
If any Member is interested in obtaining a copy thereof, such Member may write to the
Company Secretary in this regard.
RELATED PARTY TRANSACTIONS
Disclosures as required under Section 134(3)(h) read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, are given in "Annexure - V" in Form AOC- 2 as specified
under the Companies Act, 2013.
The Related Party Transactions are placed before the Audit Committee for approval as
required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Prior omnibus approval of the Audit Committee is obtained for the transactions which are
of a foreseeable and repetitive nature. The transactions entered into pursuant to the
omnibus approval so granted are audited and a statement giving details of all related
party transactions is placed before the Audit Committee for their review on a quarterly
basis. The policy on Related Party Transactions as approved by the Board is uploaded
on the Company's website at https://www.fortishealthcare.
com/investors/policies-&-code/483.
None of the current Directors has any pecuniary relationship or transaction vis-a-vis
your Company, except to the extent of sitting fees and remuneration/commission approved by
the Board of Directors and/or shareholders of your Company and as disclosed in this Annual
Report.
APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE AND
DISCLOSURE ON ONE-TIME SETTLEMENT
As on the date of the Report no application is pending under the Insolvency and
Bankruptcy Code, 2016 and the Company did not file any application under ('IBC') during
the FY 2024-25. Further, the Company has not made any one-time settlement
RISK MANAGEMENT POLICY AND FRAMEWORK
The Company has a robust process for managing the top risks, overseen by the RMC. As
part of this process, the Company has identified the risks with the highest impact and
then assigned a likely probability of occurrence. Your company has also defined
quantitative key risk indicators (KRIs) to monitor the effectiveness of actions take to
mitigate the identified risks. Mitigation plans for each risk have also been put in place
and are reviewed by the Management every six months before presenting to the RMC. The RMC
has set out a review process to report to the Board on the progress of the initiatives for
the major risks of each of the businesses.
POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT
Your Company has adopted a Policy for Prevention, Prohibition and Redressal of Sexual
Harassment. As per the requirement of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder, your
Company has constituted Internal Complaints Committees (ICC). During the Financial Year
2024-25, your Company has received 7 complaints on sexual harassment and all 7 complaints
have been resolved with appropriate action taken and no complaint was pending as on March
31, 2025.
DISCLOSURE REQUIREMENTS
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
Corporate Governance Report with Auditors' certificate thereon are attached, which forms
part of this report.
Further, pursuant to the provisions of Section 143(12) of the Companies Act 2013,
neither the Statutory Auditors nor the Secretarial Auditors & Cost Auditors have
reported any incident of Fraud to the Audit Committee or the Board during the period under
review.
CODE OF CONDUCT
Declaration by Dr. Ashutosh Raghuvanshi, Managing Director and Chief Executive Officer
confirming compliance with the 'Fortis Code of Conduct' is enclosed with Corporate
Governance Report.
CERTIFICATE BY STATUTORY AUDITORS FOR DOWNSTREAM INVESTMENT
A certificate from the Statutory Auditors of your Company stating that your Company has
duly complied with the requirements of downstream investment made by your Company to
second level entities in accordance with Foreign Exchange Management (Transfer or Issue of
Security by a Person Resident Outside India) Regulations, 2017 would be available at the
Annual General Meeting for inspection by members.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) In the preparation of the Annual Accounts, the applicable accounting standards have
been followed along with proper explanations relating to material departures therefrom, if
any;
(b) They 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 your Company at the end of the financial year and of the profit
of your company for the Financial year ended March 31, 2025;
(c) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of your Company and for preventing and detecting fraud and other irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) Proper internal financial controls have been laid down and that such internal
financial controls were adequate and were operating effectively; and
(f) There are proper systems in place to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors place on record their gratitude to the Central Government, State
Governments and all other Government agencies for the assistance, co-operation and
encouragement they have extended to the Company. Your Directors also take this opportunity
to extend a special thanks to the medical fraternity and patients for their continued
cooperation, patronage and trust in the Company.
Your Directors are glad to place on record that your Company has posted a strong
financial performance during the year and greatly appreciate the commitment and dedication
of all the employees, that has contributed to the growth and success of the Company. Your
Directors also thank all the strategic partners, business associates, Debenture
Trustee/Holders Banks, financial institutions for their assistance, co-operation and
encouragement to the Company during the year.
Last but not the least your Directors thank the Shareholders of the Company for their
continued faith in the Company.
By Order of the Board of Directors |
|
For Fortis Healthcare Limited |
|
Sd/- |
Sd/- |
Dr. Ashutosh Raghuvanshi |
Leo Puri |
Managing Director and Chief Executive Officer |
Chairman (Independent Director) |
DIN: 02775637 |
DIN: 01764813 |
Date: May 20, 2025 |
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Place: Gurugram |
|