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KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT 2015-2016

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Page 1: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

1

KIMS HEALTHCARE MANAGEMENT LIMITED

ANNUAL REPORT 2015-2016

Page 2: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

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REPORTS TO SHAREHOLDERS

• License and Permits• Electronic Clearing Services [ECS] Mandate Form• Nomination Request Form• Proxy Form & Attendance Slip• Members Feedback Form

124 ANNEXURES

123 STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENT OF SUBSIDIARIES [FORM AOC 1]

05 ABOUT KIMS• Corporate Information• Performance at a glance• Chairman’s Review

15 • Directors’ Report• Corporate Governance Report• Management Discussion & Analysis Report

67 FINANCIAL STATEMENTS [STANDALONE]• Auditor’s Report• Balance Sheet• Profit & Loss Account• Cash Flow Statement• Notes to the Financial Statements

95 FINANCIAL STATEMENTS [CONSOLIDATED]• Auditor’s Report • Balance Sheet• Profit & Loss Account• Cash Flow Statement• Notes to the Financial Statement

CONTENTS

The one memorable line which made me decide on showing my daughter at KIMS is when the doctor said, “I will treat her as I would treat my daughter”

Page 3: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

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CORPORATE INFORMATION

FINANCIAL INSTITUTIONS

Andhra Bank | Canara Bank|State Bank of India | South Indian Bank | ICICI Bank | HDFC Bank |Union Bank of India | Axis Bank

REGISTERED OFFICE

KIMS Healthcare Management Limited

PB.No 1, Anayara.P.O, Trivandrum 695 029, Kerala, India, web: www.kimsglobal.com

email : [email protected], Ph: + 91 471-2557165, 3041000

Dr. M.I.SahadullaChairman & Managing Director

Mr. E.M.NajeebExecutive Director

Human Resources,Procurement & Projects

Mr. E. IqbalDirector - Support Services

CA Harifa.MGroup Finance Controller

STATUTORY AUDITORSM/s. BSR & Associates, LLP(Firm Regn No. 116231W/ W-100024)

Chartered Accountants, III Floor,

Syama Business Center, NH Bye pass Road,

Vytilla, Kochi 682 019

SECRETARIAL AUDITORCS G. Raman PillaiPractising Company Secretary

Bhasuram, NSS Collage Road, Neeramonkara, Trivandrum

COST AUDITORSM/s. BSS & Associates, LLP62/102. 1st floor, Menmanasserry Illom

Illom Road, Palliam Road, Kochi - 682 016

Dr. G.VijayaraghavanVice Chairman & Director

Mr. C.H.A RaheemExecutive Director

Corporate Finance & CFO

CS Binu K.BGroup Company Secretary

INTERNAL AUDITORSM/s ERNST & YOUNG LLP

9th floor, Abad Nucleus

NH-49, Maradu P.O.,

Kochi - 682 304

FINANCE CONSULTANT M/s. HARI & KRISHNA

Chartered Accountants

CORPORATE CONSULTANTCS Bijoy. P. Pulipra

Practicing Company Secretary

LEGAL ADVISORSMr. K.L.Narasimhan, BSc [Engg.], LLB

M/s K.G. Mohan Das Pai & Associates

M/s Abdul Kharim & Associates

MANAGEMENT TEAM

It was so refreshing to be treated with so much of courtesy, compassionand competence

Page 4: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

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PERFORMANCE AT A GLANCE

Stan

dalo

ne [Rs

. In

Mill

ion]

Cons

olid

ated

[Rs. I

n M

illio

n]

4172

38132014-15

2015-16

REVENUE

5496

42972014-15

2015-16

REVENUE

3011

27672014-15

2015-16

GROSSBLOCK

5688

50112014-15

2015-16

GROSSBLOCK

797

7092014-15

2015-16

OPERATING PROFIT

724

6402014-15

2015-16

OPERATING PROFIT

257

1922014-15

2015-16

FOREIGNEXCHANGE

257

1922014-15

2015-16

FOREIGNEXCHANGE

552

5332014-15

2015-16

PROFITBEFORE TAX

226

3532014-15

2015-16

PROFITBEFORE TAX

1003

10032014-15

2015-16

SHARECAPITAL

1003

10032014-15

2015-16

SHARECAPITAL

353

3492014-15

2015-16

PROFIT AFTER TAX

149

2362014-15

2015-16

PROFIT AFTER TAX

85

852014-15

2015-16

PROPOSED DIVIDEND

85

852014-15

2015-16

PROPOSED DIVIDEND

Underwent a knee replacement surgery at KIMS. All the staff have been wonderfully

gracious and kind!

Page 5: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

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I consider myself fortunate to write to you once again through this annual report. We at KIMS uphold the philosophy that “patient is first and they should be treated with respect and compassion.” The ethos system consisting of quality healthcare delivery based on evidence based medicine, patient safety, infection control and ethical principles guides our activity every day. I am happy to note that our patients have certainly found value in this system and put their trust on us and accepted us. What is even more satisfying is that we are considered on par with the world’s best healthcare institutions.

GROWTH AND EXPANSION

Fifteen years ago, KIMS commenced operations and by the grace of God Almighty we have become the largest healthcare corporate in Kerala, with more than 1,700 beds and 6,000 employees including 750 doctors. KIMS has a track record of consistent growth, and today owns nine facilities in India (7 Hospitals and 2 Medical Centers) and nine facilities in the GCC region (3 Hospitals and 6 Medical Centers) with a total of 1,975 beds. We can proudly say that we have received 15 international and national accreditations for quality in healthcare, in addition to many awards and recognitions.

STRATEGIC BUSINESS UNITS (SBU)

KIMS AL SHIFA

It has been 18 months since Al Shifa hospital, Perinthalmanna became KIMS Al Shifa and many processes and systems have been streamlined to ensure quality and patient satisfaction. We are half way through the renovation of the old block and expect most of the work to be completed by October, 2016. This will create additional facilities —four new operation theatres, medical ICU, post-operative ICU, a new IPR division and about 100 patient beds.

CHAIRMAN’S REVIEW

Dear Shareholders,

We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology, Surgical Oncology and other facilities.

In one-and-a-half years, KIMS has added tremendous value to the institution by implementing various systems. As a result, we were able to achieve 89% compliance in the recent NABH interim survey.

KIMS-BIBI

KIMS-BIBI hospital in Hyderabad is our second Cancer Centre and was acquired in December 2015. Intense efforts are on to bring the hospital upto KIMS standards. As a part of this process, a high-end Varian Linac machine has arrived on site and is being installed. Our efforts are to make it a cancer-focused general hospital by starting specialties such as Medical and Surgical Gastroenterology, Gynaecology, Internal Me dicine and General Surgery. We are also trying to improve cash and insurance patients, consultations and reduce the dependence on subsidized schemes sponsored by the state government.

“The future depends on what we do in the

present.”

Mahatma GandhiPatient is first and

they should be treated with respect

and compassion

Dr. M. I. SahadullaChairman & Managing Director

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NEW SERVICES

KIMS Liver Transplant Center has achieved the highest success rate in Kerala. We have also received permission from the government to start ‘KIMS Authorization Committee’ for transplants, which can expedite the process for permission. We have also received approval from the government to conduct Pancreatic Transplant. The team of transplant surgeons (Hepatobiliary & Liver Transplant) performed the first liver transplant in a Government Medical College in Kerala, thus setting an example for the PPP model in Kerala.

We have entered into a joint initiative with Med Genome, a leading genomics-based diagnostics and research company, to set up a Genetic Counseling Center in our hospital. The center will play a key role in the genetic testing requirements of patients and families in the hospital, and facilitate research aimed at improving healthcare outcomes.

UNIQUE PROCEDURES PERFORMED IN KIMS

• The liver of a deceased 82-year-old man was successfully transplanted to a young recipient. This was the first such case in Kerala and one of very few in India.

• A 55-year-old Omani woman underwent a rare cervical surgery on the neck where an artificial disc was used. This was the first such surgery by any hospital in South Kerala.

• In a unique form of embolisation treatment, an Omani patient with urinary retention and dependent on catheter was successfully treated by Prostrate Artery Embolization.

• In a rare procedure, a patient with recurrent episodes of fainting was put under a cardiac microchip implant monitoring device for diagnosis and treatment.

• A 28-year-old female from Tamil Nadu was diagnosed with Idiopathic Thrombocytopenic Purpura (ITP). It is a condition where the platelet gets destroyed in the spleen due to problems with immune response, and a unique Splenic Artery Embolization was performed successfully with positive results.

• First successful bone marrow transplant performed at KIMS Cancer Center.

• A very unique procedure, reverse shoulder replacement, was performed on a 45-year-old male, enabling better range of movement and cure from a tumor that was developing.

• TB Tracking with The Union (The International Union Against TB and Lung Diseases). Web-based software has been deployed in association

with The Union to provide real-time case reporting and treatment adherence support to TB patients treated in the private sector. This is the first installation in Kerala.

• We are the only hospital in Kerala that has both linear and radial EBUS facility for rapid diagnosis of many lung conditions.

• KIMS has started doing Argon Plasma Coagulation to relieve airway obstruction.

• We are also doing Flexible Rigid Pleuroscopy for diagnosis of pleural diseases, which is done in very few centers in India.

KIMS CSR

KIMS is in its 15thyear of service. As we recap our performance over the past years, we feel proud to have been able to adhere to our mission — ‘Care with Courtesy, Compassion and Competence’. We dedicate our success to teamwork, to our relentless pursuit of quality and to the acceptance by and support from the community and we remain a socially committed corporate.

According to the Ministry of Corporate Affairs, 2% of a company’s net profit over the previous three years is the mandatory expenditure for CSR activities in the current year (2% net profit Rs.80, 56,335 /-, total CSR expenditure for 2015-16 – Rs. 85,21,607/-).

Some of the major CSR activities of 2015-16 are listed below:

1. Schedule VII Item (i) - Promotion of Preventive Healthcare: KIMS conducts regular free medical camps in rural areas and outskirts and surrounding areas of the city. At least 2 free preventive and medical camps planned for every month and have been conducted.

2. Schedule VII Item (ii) - Employment for the differently-abled: Employment for differently-abled candidates was included in KIMS’ CSR activities, and we currently have 6 differently-abled employees. The productivity of these staffers is very high, and the morale generated by them within their departments and in the organization, at large, is also high. Thus, not only is the individual provided with a means of livelihood, there is a contribution to the harmony of the work place and enthusiasm spreads throughout the organization. This results in an indirect benefit to the company and its stakeholders. By the end of this financial year, KIMS plans to increase the strength of this special workforce by two.

3. Schedule VII Item (iv) - Ensuring Environmental Sustainability: In order to conserve resources, solar heating is used for hot water in all inpatient

ANNEXURE TO CHAIRMAN’S MESSAGE

KIMS KOLLAM

After a year of relatively poor performance, KIMS Kollam is now growing at a faster pace. Construction of the new hospital building is ahead of schedule and at this pace we hope to commence operations by July 2017. This will make it a 200-bed secondary / tertiary care hospital providing high quality care.

KIMS KOTTAYAM

Though small, it is a beautiful boutique facility, well received by the public and its performance is on budget. We are awaiting permission to start construction of an annex, which will transform it into a secondary / tertiary care hospital. The recent NABH re-accreditation survey of KIMS Kottayam was highly encouraging, with minimum non-compliance and we hope that we will be able to accredit the hospital by December 2016. This will make all our hospitals in Kerala NABH accredited.

KIMS KOCHI

KIMS Kochi is steadily growing in terms of the number of outpatients and average inpatients. Various measures have been taken to increase the procedure volumes and reduce expenditure. We are also examining the feasibility of developing a green field facility in Kochi.

KIMS CANCER CENTRE

Over the last five years, KIMS Cancer Care And Research Center Pvt Ltd has grown to be the most sought after oncology destination in Kerala. We are the only cancer center with both national and international accreditations. Multidisciplinary approach to cancer with the help of Tumor Board, Evidence based treatment protocols, best critical care units, sophisticated radiation therapy unit including IGRT, IMRT and brachytherapy, palliative unit etc are some of our USPs. We offer specialised services like dedicated dietician and counselling by Onco - psychologist for all patients. We have moved ahead with the addition of the Bone Marrow Transplant Unit which has a steady flow of patients from the time of inception; ably supported by two full time medical oncologists, trained nursing, NABL accredited laboratory, pathology and all other supporting services.

KIMS TRIVANDRUM

For the expansion of KIMS Trivandrum we have been waiting for the past three years for permission for KIMS East and hopefully, we should be able to break ground before the end of this year. The plans for KIMS Thonnakkal have also been submitted for environmental clearance and is expected in 2-3 months.

NEW PE FUNDING

With the current scale of operations and expansion plans in India and the GCC region, we have started

the process to infuse new funds into the company. This is required since the present PE partners will be exiting by 2016 as per the agreement with them. We have selected investment bank Rothschild to help us find the right private equity partners, with business objectives aligned with ours.

FINANCE

While we do all these we have not forgotten to increase the turn over and we have crossed the 500 crore mark last year. Total Revenue was Rs.550 crores in FY16 as compared to Rs.430 crores last year registering a 28% growth. EBITDA grew from Rs.64 crores in FY 15 to Rs.72 crores in FY16 registering a 13% growth.

Again we dream that we can achieve 600 crore mark by next year if the national GDP continues to grow at the predicted rates. We are glad to inform that the Board has recommended a dividend of 8.5% for FY16.

WAY FORWARD

Our dream is to create many Centers of Excellence and make KIMS Trivandrum one of the most sought after centers of ultimate healthcare delivery, comparable to the most well known medical facilities in the world. Let us all pray for that dream to come true, which can happen only with the Grace of God, support from all stakeholders and directors and the team work of our doctors and staff.

ACKNOWLEDGEMENT

Today, KIMS is not only a reputed name in India but also in the Gulf countries. This has been possible only because of the trust and faith that our shareholders have placed in us, which encourages us to grow. I would also like to sincerely appreciate the dedication, ownership and hard work of our doctors, nurses and all staff. Last, but not the least, I convey my special thanks to the entire management team for their efficiency and leadership in bringing KIMS to this levelof excellence.

Yours sincerely,

Dr. M. I. SahadullaChairman & Managing Director

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Various nursing courses conducted under Kerala University of Health Sciences (KUHS) are:

1. MSc Nursing

2. BSc Nursing

3. PCBSc (Post Certificate BSc Nursing)

Various paramedical courses conducted under Directorate of Medical Education, Government of Kerala are:

1. DRT (Diploma in Radiological Techniques)

2. DOTAT (Diploma in Operation Theatre and Anesthesia Techniques)

3. DNT (Diploma in Neurology Technology course)

4. DDT(Diploma in Dialysis Technology course)

In order to provide professionally qualified nurses, paramedics and others with high quality training, we conduct the following KIMS certificate courses:

1. Post-Graduate Diploma in Nurse Practitioner course

2. Neonatal Nursing Fellowship

3. Post-Graduate Diploma in Management of Learning Disabilities

4. Diploma in Endoscopy Technology

5. Infection Control Certification program

6. Diploma in Cardiac Lab Technician

7. Certified course in Clinical Engineering

8. Diploma in CSSD Technician course

9. Dental Assistant course

10. Pre Employment training course for nurses

As a part of taking our high quality training programs to overseas candidates, we are conducting specialty training for HEMAS Hospitals, Sri Lanka and various paramedical courses for the Royal Army of Oman.

We have state of the art training infrastructure and a large number of retired professors as faculty. We also conduct national and international CMEs, workshops and webcasts throughout the year.

CONFERENCES

A one-day conference on Disaster Preparedness was organized in association with the Kerala State Disaster Management Authority. The conference was a learning opportunity for the course of action to be adopted in the before-during-after cycle of any crisis. It also provided a platform to learn from experts on the practical approaches to managing various kinds of disasters in the most efficient and effective manner.

We organized the following national level CME programs during the year:

• Fifth National Conference on ‘Comprehensive Echo Doppler Evaluation Techniques’ (CEDET- 2016)

• Neonatal Emergencies Simulation Team Training

• KIMS Transplant Infectious Diseases Conference 2016

• Gynecologic Oncology Update 2016

• Family Medicine Update 2016

At the State level, we had the Annual Conference of Kerala Heart Rhythm Society 2016 and CME and Workshop on Thoracic Ultrasonography

ITInformation Technology (IT) is a key strategic component of KIMS’ management philosophy. With consistent efforts over the years, KIMS has gained the distinction of being a pioneer and leader in digital healthcare delivery. IT systems at KIMS contribute significantly to streamlining operations, ensuring quality / safe patient care, facilitating process standardization and enabling growth. All KIMS hospitals use Hospital Information System / Electronic Medical Records (EMR), with integrated lab equipment for online results reporting. Picture Archiving and Communication System (PACS) is used in all centers in Tele radiology mode. Intranet and email is used for internal communication. The team is currently focusing on implementation of the new Enterprise Resource Planning (ERP) system.

These are some of the notable projects executed by the IT team last year:

• Video Conferencing - A landmark project to seamlessly connect all our centers through videoconferencing, which has revolutionized the way we communicate with all our centers.

• CCTV surveillance cameras installed across centers.

• Online Nurses Assessment System for organized, timely and effective nursing recruitment.

• We are proud to say that KIMS Kochi and KIMS Kottayam has become fully IP EMR for inpatient care.

• Quality Management System meeting NABH requirements.

• Innovations: Developed an Online Complaint Tracking Application (OCTA) and Discharge Accelerator.

rooms. Solar energy is also used for lighting the parking area. Recycled water is used in toilets and to water the lawns and plants. All bulbs have been changed to LED to conserve power. Taps are fitted with sensors. STP with a capacity of 300 kiloliters per day has been installed. Biogas is made and used. Finally, KIMS is moving steadily towards a paperless system of patient records with Electronic Medical Records.

4. Schedule VII Item (iii) - Facilities for Senior Citizens: KIMS CSR has a tie-up with an old age home, Care Home, in Pulaynarkotta, Trivandrum to visit the inmates regularly and provide facilities for them. All festivals are celebrated with them and every month we arrange for our bus to take the inmates on a day outing.

5. Schedule VII Item (i) - Free surgeries for the under-privileged: Free cardiac surgeries under the Hrudaya Spandanam scheme are conducted (9). Also, free spine surgeries are conducted through the Spine Foundation.

6. Schedule VII Item (i) - Subsidized healthcare for the under-privileged: Discounts are given to inpatients who belong to the under-privileged category and are not able to settle their bills. Patients are assessed by a CSR executive on the basis of financial background, support from the government and other groups and frequency of admission. Sufficient documentation is collected and the request for discount is classified into Category A, B or C. Category C – 15% discount on room rent, ventilator and procedure and 10% on investigations. Category B – 12.5% discount on room rent, 10% on ventilator and procedure and 7.5% on tests. Category A – 10% discount on room rent, ventilator and procedure and 5% on investigations.

7. Schedule VII Item (ii) - Promoting Education: KIMS KIDS WORLD is a play school to help working mothers, enabling them to leave their young children in a child-friendly environment during the day, when they are not able to take care of the child.

8. Regular health talks on TV and radio and other awareness programs are conducted by KIMS to educate the public on health, hygiene and lifestyle modification.

9. Schedule VII Item (ii) - Promoting Education: Skill Training Programs: Various training programs are regularly conducted for skilled professionals. A Public-Private Partnership (PPP) program was started with the Government Medical College to facilitate skill training as well as to conduct highly specialized organ transplants.

10. Schedule VII Item (ii) – Promoting Education: Sponsorship for Higher Education: Students belonging to financially under-privileged families

who have an ambition to pursue their higher studies in professional colleges are identified and KIMS CSR pays a part of their fees.

11. Financial assistance for a medical student with limited financial resources was given by paying one year’s college fees in the Dental College. Financial assistance for higher studies for top-scorer Iser Mohali, s/o Mr Thulasidharan was also given. Laptops and projectors were given to Government Cotton Hill LPS for its smart class rooms. Education for children affected by Endosulfan pollution was supported through the Malayalam Manorama Nallapaadam Charitable Society.

QUALITY & NURSING

KIMS has invested immensely in quality and safe patient care and we are proud to declare that “Quality, patient safety and innovation are the key philosophy for the KIMS group.” We are the 6th hospital in India to get ‘Nursing Excellence Certification’ by NABH.

AWARDS AND RECOGNITIONS

It gives me immense pleasure to announce that we have received the prestigious national ‘NIB Awards 2016’, jointly organized by Ernakulum Press Club and Public Relations Council of India, in the house journal category for KIMS Expressions and KIMS Proceedings. KIMS Expressions also won the ‘CMO Asia National Award’ in the best in-house magazine category.

We firmly believe that ‘Quality is not an act, it is a habit’, a conviction that is inculcated deep in every member of KIMS. Hence I was humbled when the ACHS (Australian Council of Healthcare Standards) bestowed the ‘ACHS Medal for International Healthcare Leadership’2015, for leadership in quality and patient safety in an international context, on me. I also had the opportunity to receive the “TiEcon Best Entrepreneur Award’ for the year 2015.

ACADEMICS

KIMS is the only hospital in Kerala with 19 DNB programs and over 150 candidates in various specialties. We also conduct various other Fellowship programs for doctors, and nursing and paramedical courses. Some of the courses conducted for doctors are:

1. Post Doctoral (super specialty) courses in 8 specialties

2. Post-Graduate (broad specialty) courses in 11 specialties

3. Fellowship courses in 5 specialties

4. PhD in Cardiology (Irkutsk State Medical University)

5. KIMS Master of Emergency Medicine (Upstate University, USA)

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DIRECTORS’ REPORT

Dear Members,We are delighted to present the Twenty First Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and the Auditors Report of the Company for the year ended 31st March 2016.

Financial Highlights The following are the results of the activities for the financial year ended 31st March 2016

STANDALONE[Rs. In Million]

2014-15 2015-16

Revenue 3,813 4,172

Operating Profit 709 797

Profit before tax 533 552

Profit after tax 349 353

Gross Block 2,767 3,011

Foreign exchange earnings 192 257

Share capital 1,003 1,003

Proposed dividend 85 85

CONSOLIDATED[Rs. In Million]

2014-15 2015-16

Revenue 4,297 5,496

Operating Profit 640 724

Profit before tax 353 226

Profit after tax 236 149

Gross Block 5,011 5,688

Foreign exchange earnings 192 257

Share capital 1,003 1,003

Proposed dividend 85 85

We went through9 months of magic and

9 months of care

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condition that same will be ratified at every Annual General Meeting. Hence the appointment of M/s. BSR & Associates LLP will be ratified at ensuing Annual General Meeting and they have confirmed their willingness and non disqualification if ratified.

Corporate Governance

The company has complied with the Corporate Governance requirements under the Companies Act, 2013. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements. The Company’s policies, practices and philosophy adopted since inception are in line with Corporate Governance. These policies, practices are required periodically to ensure its effective compliance. The composition of Board of Directors is well balanced with a view to manage the affairs of the Company efficiently and professionally. The Company’s philosophy is to provide service in healthcare sector of high quality conforming to the International Standards and provide satisfaction to all stakeholders including customers, shareholders and employees. A separate Section of Corporate Governance is annexed and forms part of the Annual Report.

Corporate Social Responsibility

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company has constituted a Corporate Social Responsibility Committee [CSR Committee]. The Committee comprises of Independent Director. CSR Committee of the Board has developed a CSR Policy for the Company and the same is reproduced as Annexure III to this report along with statement of CSR spending as per Rule 8 of The Companies (Corporate Social Responsibility Policy) Rules, 2014]

Unique cases done in KIMS

• The liver of a deceased 82 year old man was successfully transplanted to a young recipient. This was the first case in Kerala and one among the very few in India.

• A 55 year old Omani woman underwent a rare cervical surgery on the neck where an artificial disc was used. This was the first surgery by any hospital in South Kerala.

• In a rare form of embolisation treatment an Omani patient with urinary retention and dependent on catheter was successfully treated by Prostrate Artery Embolisation

• In a rare procedure a patient with recurrent episodes of fainting was put under a cardiac microchip implant monitoring device for diagnosis and treatment.

• Unique Splenic Artery Embolisation: A 28 year old female from Tamilnadu was diagnosed of a condition called as Idiopathic Thrombocytopenic Purpura (ITP). It is a condition where the platelet

gets destroyed in the spleen due to problem with immune response and Splenic Artery Embolisation was performed successfully with results.

• First successful bone marrow transplant performed at KIMS Cancer Centre

• A very unique procedure, reverse shoulder replacement was performed in a 45 year old male which enabled better range of movement and cure from a tumour that was developing.

• TB Tracking with The UNION - The International Union Against TB and Lung Diseases - Web-based software has been deployed in association with The Union to provide real time case reporting and treatment adherence support to TB patients treated in the private sector. This is the first installation in Kerala.

• We are the only hospital in Kerala who has both liner and radial EBUS facility for rapid diagnosis of many lung conditions.

• Started doing Argon Plasma coagulation to relieve airway obstruction.

• We are also doing Flexible rigid Pleuroscopy for diagnosis of plural diseases which is done only a very few centres in India

Number of Meetings of the Board

The Board met four times at Osler Hall, Kims North, Trivandrum, during the financial year. The details are given below. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Directors̀ Responsibility Statement

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013 with respect to Director’s Responsibility Statement it is hereby declared that:

a) in the preparation of the annual accounts for the financial year ended 31st March 2016, 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 at the end of the financial year 31st March, 2016 and of the profit of the Company for that year;

Sl. No.

Date TimeNo. of

Attendance

1 30.05.2015 11.00 AM 14

2 31.07.2015 2.00 PM 17

3 07.11.2015 10.30 AM 18

4 05.02.2016 2.00 PM 18

State of affairs of the company

Your company is engaged in the field of healthcare and running hospitals and clinics. The Company has one hospital in Trivandrum and another in Kochi and also running one Wellness Clinic in Trivandrum and one in Kochi. The Company is also running a Nursing institute at Thonnakkal, Trivandrum with B Sc Nursing and M Sc Nursing. In addition to this Company is running hospitals and Cancer centres through its subsidiary companies.

Details of Subsidiary, Joint Venture or AssociatesCompany has following direct & indirect subsidiaries;

1. KIMS Bellerose Institute of Medical Sciences Pvt. Ltd.

2. KIMS Kollam Multi Speciality Hospital India Pvt. Ltd.

3. KIMS Cancer Care and Research Centre Pvt. Ltd.4. BIBI Hospitals Pvt. Ltd.5. KIMS Al Shifa Healthcare Pvt. Ltd.6. Al Shifa Scan Centre Pvt. Ltd.7. KIMS Nagercoil Institute of Medical Sciences Pvt.

Ltd.

Dividend

Yours Directors have recommended a dividend of 8.5% on Equity and Preference Shares held by the share holders, which if approved at the ensuing Annual General Meeting, will be paid to all those Equity and Preference shareholders whose name appear in the Register of members as on 16.09.2016.

The Register of Members and share transfer books will remain closed from 16th September, 2016 to 30th September, 2016 both days inclusive. The Annual General Meeting of the Company has been scheduled on 30.09.2016

Share Capital

The Authorized Share Capital of the Company is Rs. 111,00,00,000/-(Rupees one hundred and eleven crores only) divided into 7,09,99,000 ( Seven crores nine lakhs and ninety nine thousand only) equity shares of Rs.10/-(Rupees Ten only), 1,000 (One Thousand only) Class A Equity Shares of Rs.10/- (Rupees ten only) and 4,00,00,000 (Four crores only) Preference Shares of Rs.10/- (Rupees ten only).

Changes in share capital, if any

There has been no change in the Share Capital of the company during the year.

Securities Premium

During the year no allotment was made by the company. As on 31.03.2016 the securities premium balance is Rs. 1,49,85,16,675/- [Rupees one hundred forty nine crores eighty five lacs sixteen thousand six hundred seventy five only]

Transfer of Reserves

The Board of directors meeting held on 4th June, 2016

recommended a dividend @ 8.5% and no amount has been proposed to be transferred to reserves

Extract of Annual Return

The extract of Annual Return, in format MGT -9, for the Financial Year 2015-16 has been enclosed with this report.

Credit Rating

Your Company continues to have A- Stable (SO) Credit Rating from M/s. Crisil and we expect to improve up on the rating subject to the better performances by new units added to the Company. The rating indicates “Adequate degree of safety with regard to timely payment of financial obligations.”

Board of Directors

At present the total number of directors are 18, out of them 5 are Whole time directors and 2 Nominee Directors. The nominee directors and 2 of the Whole-time directors - Chairman and Vice-chairman are not liable to retire by rotation. From the remaining 14 directors, 1/3rd should retire at every ensuing annual general meeting which comes to 4 directors this year. On the basis of seniority, the following Directors are liable to retire by rotation at ensuing 21st Annual General Meeting, and being eligible, offer themselves for reappointment.

1. Dr. Sheriff M Sahadulla 2. Mr. A.K.Mukthar 3. Mr. K.Jalaluddin and4. Mr. V.Radhakrishnan

Fixed Deposits

The total fixed deposits of the company as on 31.03.2016 is Rs.50,00,000/- and this includes deposits amounting to Rs.33,65,000/- and Rs.16,35,000/-matured on 28.02.2010 and 18.03.2010 respectively but pending repayment in view of the dispute as to the actual claimants. We have issued two letters dt.05.09.2012 and 22.11.2012 to Mr.Mathew Jacob the Deposit holder and M/s.H.K.AL Sadiq Sons Contracting Company to settle the dispute with each other otherwise the amount will be transferred to Investor Education and Protection Fund of Government of India.

As per Section 13 of Companies (Acceptance of Deposit) Rules, 2014 Company has maintained 15% of the maturing amount as Liquid Assets in a fixed deposit account in schedule bank, which is free from charge or lien and your Company, has complied with the same Auditors

The auditors M/s. BSR & Associates LLP, Koramangala, Bangalore has been appointed as auditors of the Company for a period of five years with effect from 1st April, 2014, subject to the

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ACKNOWLEDGEMENT

Your Directors thank the patients, investors and banks for their continued support during the year. The Board place on record its appreciation of the contribution made by the employees at all levels. The consistent growth for this Company was made possible by their hard work, solidarity, cooperation and support.

Your Board thanks the Government of India, Income Tax and other Departments, Reserve Bank of India, the State Government and their Departments and agencies for their valuable support, and look forward to their continued support in future as well.

Dr.M.I.SahadullaPlace: Trivandrum Chairman & Managing DirectorDate: 04.06.2016 DIN 00600608

Particulars 2014-15 2015-16

Travelling and conveyances 37,23,793 18,45,597

Advertisement and sales promotion 89,31,780 43,81,079

Accreditation expenses 38,38,289 3,02,070

Membership, subscription and sponsorship 28,350 -

TOTAL 1,65,22,212 65,28,746

Comparative Statement of foreign exchange earnings, along with details are given below.

Particulars 2014-15 2015-16

Revenue from services 18,77,41,576 25,08,61,556

Franchise income 46,32,836 66,26,856

TOTAL 19,23,74,412 25,74,88,412

Comparative Statement of foreign exchange outgo, along with details are given below. [Amount in Rs.]

• Old Cooling towers are replaced with new one to improve the efficiency

• Chilled water lines are cleaned with chemical to improve efficiency

• STP renovated and capacity was enhanced from 3 Lakh KLD to 6 Lakh KLD

• Energy efficient 750 Kva DG was installed in place of Old 500 Kva DG

Benefits

• By Installing drinking water plant we are making our own portable water. We stopped procuring bottled drinking water from external sources ensuring financial gain both for the Company as saved the fuel for the Country.

• KIMS has installed a bio gas plant ( 45 m3/ day) and the gas from it is used for cooking. Waste

disposal is also taken care of to some extent. We are getting approximately 16.91 kg of LPG per day

• Power factor has been improved.

• Replacing all other lights to LED is in progress

• Heat and ventilation Air Conditioning efficiency has improved

• Sewage Treatment Plant capacity improved

• More energy conservation modes are being implemented as a measure to get Singapore Go – Green accreditation for the hospital.

Foreign exchange earning and outgo

During the year under review, the foreign exchange earnings amounted to Rs. 25,74,88,412/- against Rs.19,23,74,412/- during the previous year.

c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts 2015-16 on a going concern basis.

e) 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.

Statement of Declaration Given By Independent Directors

• Apart from receiving Director’s sitting fee, the Independent Directors of the Company do not have any material pecuniary relationships with the Company, its holding or associate company, or their Promoters, or Directors during the two immediately preceding financial years or during the current financial year

• none of the relatives of the Independent Directors has or has had pecuniary relationship or transactions with the Company, its holding or associate company, or their Promoters, or Directors, amounting to two per cent during the two immediately preceding financial years or during the current financial year

• neither the Independent Directors themselves nor any of their relatives –

i. holds or have held the position of a key managerial personnel or is or have been employee of the company or its holding or associate company in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed;

ii. is or have been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which they are proposed to be appointed, of –

a) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding or associate company; or

b) any legal or a consulting firm that has or had any transaction with the company, its holding or associate company amounting to ten per cent or more of the gross turnover of such firm;

iii. holds together with their relatives two per cent or more of the total voting power of the company; or

iv. is a Chief Executive or director, by whatever name called, of any non-profit organisation

that receives twenty-five per cent or more of its receipts from the Company, any of its Promoters, Directors or its holding or associate company or that holds two per cent or more of the total voting power of the Company;

v. is a material supplier, service provider or customer or a lessor or lessee of the Company;

Explanations or comments by the board on every qualification, reservation or adverse remark or disclaimer made:

NIL

Particulars of loans, guarantees or investments under section 186;

Your Company does not have any Loans, Guarantees and Investments which require under the provisions of Section 186 of the Companies Act, 2013

Particulars of contracts and arrangements with related party transactions as per section 188

Related party transactions that were entered during the financial year were on arm’s length basis and were in the ordinary course of business. Related Party Transactions were placed before the Audit Committee as well as before the Board of Directors for their approval. There were no materially significant related party transactions with the Company’s Promoters, Directors, Management or their relatives, which could have had a potential conflict with the interest of the company. Transactions with related party entered by the company in the normal course of business are periodically placed before Audit Committee for its approval and the particulars of contracts entered during the year. Annexure II AOC 2 is attached to the report

Conservation of energy and technology absorption

The information in Conservation of Energy as per Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is not applicable to your Company since it is running in service sector. However your Company has tried to conserve the energy and adopt latest technologies where ever possible.

• KIMS hospital is one of the very few hospitals to incorporate many latest technologies to conserve the energy, by using alternate source of energy and investing on energy conservation projects.

Energy Conservation Steps taken in the last three years;

• Phase wise replacement of Lights to Low energy LED Lights

• Two numbers of 90 kva UPS is installed having high power factor

• New renovated ICU’s have energy efficient lighting

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of Managerial Personnel) Rules 2014 the Company needs to have a Chief Financial Officer and the position was filled on 31.07.2015 during the financial year of the Company.

2. As per Section 148 of Companies Act, 2013 and The Companies (Cost Records and Audit Rules) 2014, the Company needs to maintain the cost records and appoint cost Auditor and the same was done on 31.07.2015, during the financial year .

3. The Company has appointed 3 Independent Directors to the Board as per Section 149 of the Companies Act, 2013 on 31.07.2015 and approved by shareholders in Annual General Meeting held on 30.09.2015.

4. The Company has appointed a Woman Director to the Board as per Section 149 of Companies Act, 2013 on 31.07.2015 and approved by shareholders in Annual General Meeting held on 30.09.2015.

5. The Company had reconstituted a Corporate Social Responsibility Committee at its 90th Board meeting held on 31.07.2015, including at least one independent Director as per Section 135 of Companies Act, 2013 .

6. The Company had Audit Committee for the last few years, however the same was reconstituted by appointing majority Independent Directors as per Section 177 of Companies Act, 2013 by 90th Board meeting of the Company held on 31.07.2015

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive and Independent Directors at the close of the year. The changes in the composition of the Board of Directors that took place during the year under review were carried out partly in compliance with the provisions of the Act.

However the following observations are found out in

Composition of Board of the Company;

1. The total strength of Boar of director of the Company was 17 at the beginning of the year. The Company increased the total strength to 18 by appointing a Woman Director to the Board during the year. In order to comply with the requirement of 2/3 of total number of rotational directors as per Section 152 of Companies Act, 2013 the Company amended Clause No.150 of Articles of Association and made the Executive Directors count in computing the 2/3 directors.

2. The Company had Remuneration Committee, however the same was re-named as Nomination and Remuneration Committee and re constituted with three or more Non Executive Directors of which half being Independent Directors as per Section 178 of Companies Act, 2013 by the Board of Directors at its meeting held on 04.06.2014.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views, if any, are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the year under report, M/s.KIMS Healthcare Management Limited has undertaken event / action having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

The total investment made by the Company in its various subsidiary Companies are as follows :

Sr. No.

Name of the Company Amount invested during the year

Total investment as on 31.03.2016

% of holding as on 31.03.2016

1KIMS Cancer Care and Research Center Private Limited

Rs.20.74 Cr Rs.27.94 Cr 87%

2KIMS Kollam Muli-speciality Hospital India Private Limited

Rs.2.98 Cr Rs.24.60 Cr 64%

3KIMS Bellerose Institute of Medical Sciences Private Limited

Rs.5.20 Cr Rs.25.28 Cr 79%

4KIMS Nagercoil Institute of Medical Sciences Private Limited

Rs.20 lacs Rs.9.38 Cr 52%

5KIMS Al Shifa Healthcare Private Limited

Rs.3.13 Cr Rs.97.41 Cr 51%

6 *Al Shifa Scan Centre Private Limited Nil Rs.0.72 Cr 100%

7 **Bibi Hospitals Private Limited 13.44 Cr Rs.13.44 Cr 51%

FORM NO. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of The Companies (Appointment and Remu-

neration of Managerial Personnel) Rules, 2014]

ANNEXURE I

To

The Members of KIMS Healthcare Management LimitedCIN No. U85110KL1995PLC009336PB No.01, Anayara POTrivandrum, Kerala 695029

Dear Sirs,

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate governance practice by M/s.KIMS Healthcare Management Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the M/s.KIMS Healthcare Management Limited’s Books, Papers, Minutes Books, Forms and Returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in my opinion, the Company has, during the audit period covering the financial year ended 31st March, 2016, complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

1. We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s.KIMS Healthcare Management Limited (“the Company”) as given in Annexure I, for the financial year ended on 31st March, 2016, according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment and Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) were not

applicable to the Company under the financial year under report:-:-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011

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

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

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

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

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998

2. We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company. The list of major head/groups of Acts, Laws and Regulations as applicable to the Company is given in Annexure II.

We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India

The Company being an unlisted Company the Listing agreements are not applicable to the Company.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except the following;

1. As per Section 203 of Companies Act, 2013 and The Companies (Appointment and Remuneration

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ANNEXURE - II

List of applicable laws to the Company

List of applicable laws to the Company and its hospitals/clinics/education institution situated at:

Trivandrum

KIMS Trivandrum Hospital, PB No.01, Anayara PO, Trivandrum 695029

KIMS Wellness Centre, TC 4/2559 (3), LMP Tower, Kowdiar PO, Thrivandrum

KIMS College of Nursing, Chempakamangalam, Thonakkal, Korani PO, Trivandrum

Kochi

KIMS Kochi Hospital, 24/140 D, M, Pathadipalam, Edappally Ernakulam

KIMS Kochi Wellness Centre, XII/760B1, Vazhakkala, Padamugal, Kochi, Ernakulam 682021

Under the Major Group and Head

Human Resources :

1. Employees Provident Fund and Miscellaneous Provisions Act, 1952

2. Employees State Insurance Act, 1948

3. Employers Liability Act, 1938

4. Equal Remuneration Act, 1976

5. Maternity Benefits Act, 1961

6. Minimum Wages Act, 1948

7. Negotiable Instruments Act, 1881

8. Payment of Bonus Act, 1965

9. The Kerala Shops and Establishments Act, 1960

10. Payment of Gratuity Act, 1972 and other labour laws

Operations

1. Environment Protection Act, 1986 and other environmental laws

2. Indian Contract Act, 1872

3. Indian Stamp Act, 1999

4. Drugs and Cosmetics Act, 1940 and Rules made there under

5. Kerala Muncipality Building Rules and Kerala Panchayath Building Rules

6. Atomic Energy Act, 1962 and Rules made there under

7. Directorate of Radiation Safety, Government of Kerala

8. The petroleum Act, 1934 and Rules made there under

9. Foreign Trade Policy 2009-14 and 2015-20

10. Medical Termination of Pregnancy Act,1971 and Rules made there under

11. Food and Safety Standards Act, 2006

12. Kerala Panchayath Raj Act 1994 and Rules made there under

13. Human Organ Transplantation Act, 1994

14. Kerala Narcotic and Psychotropic Substances Act, 1985

15. Mental Health Act, 1987 and Rules made there under

16. Pre-natal Diagnostic Techniques (Regulation and Prevention of Misuse) Act, 1994

17. Birth and Death and Marriage Registration Act 1886

18. Blood Bank Regulations under Drugs and Cosmetics Act, 1940

19. Dentists Act 1948

20. Legal Metrology Act, 2009

21. The Bio Medical Waste (Management and Handling) Rules, 1981

Taxation

1. Income Tax Act, 1961 and Rules made there under

2. Customs Act, 1962 and Rules made there under

3. Central Sales Tax Act and Rules made there under

4. Kerala Value Added Tax Act, 2003 and Rules made there under

5. Chapter V of Finance Act, 1994 and Service Tax Rules 1994

6. The Kerala Tax on Luxuries Acts, 1976

Place : TrivandrumDated: 04.06.2016.

G.Raman PillaiCOMPANY SECRETARYDated: 04.06.2016. FCS No.: 2421COP No.: 1596

*Subsidiary Company of KIMS Al Shifa Healthcare Private Limited** Subsidiary Company of KIMS Cancer Care and Research Center Private Limited

G.Raman PillaiCOMPANY SECRETARY

Place:Trivandrum FCS No.: 2421Date: 04.06.2016 COP No.: 1596

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this Report.

To

The Members,KIMS Healthcare Management LimitedPB No.01, Anayara POTrivandrum, Kerala 695029CIN: U85110KL1995PLC009336

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on my audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices followed, provide a reasonable basis for my opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules, and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws ,rules, regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

ANNEXURE - I

List of documents verified

1. Memorandum & Articles of Association of the Company.

2. Annual Report for the financial year ended 31st March, 2015 .

3. Minutes of the meetings of the Board of Directors, Audit Committee, CSR Committee, Share Transfer Committee, along with Attendance Register held during the financial year under report.

4. Minutes of General Body Meetings held during the financial year under report.

5. Statutory Registers viz. - Register of Directors & KMP - Register of Directors’ Shareholding - Register of loans, guarantees and security and

acquisition made by the Company

6. Agenda papers submitted to all the directors / members for the Board Meetings and Committee Meetings.

7. Declarations received from the Directors of the Company pursuant to the provisions of Sec 184 of the Companies Act, 2013.

8. e-Forms filed by the Company, from time-to-time, under applicable provisions of the Companies Act, 1956 and Companies Act, 2013 and attachments thereof during the financial year under report.

9. Filings made with Reserve Bank of India under the Foreign Direct Investment Guidelines and for Overseas Direct Investments made by the Company.

10. Documents related to payments of dividend made to its shareholders during the financial year under report.

ANNEXURE A

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en

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s.4

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urat

ion

of t

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lien

t te

rms

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NA

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mou

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RE

II

Page 14: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

27

KH

ML

21st

An

nua

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188

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KIMS CSR POLICY

1. PREAMBLE:

With effect from April 1, 2014, every company, private limited or public limited, which either has a net worth of Rs 500 crore or a turnover of Rs.1,000 crore or net profit of Rs 5 crore, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility activities. The CSR activities should not be undertaken in the normal course of business and must be with respect to any of the activities mentioned in Schedule VII of the 2013 Act.

KIMS, is a corporate entity committed to serve the people by provision of healthcare in line with our mission statement: Care with Courtesy, Compassion and Competence. Our strategic Corporate Social Responsibility (CSR) initiatives are based on social and environmental consequences and at the same time, due consideration is given to the interests of its stakeholders including shareholders, customers, employees, suppliers, business partners, local communities and other organizations.

2. PURPOSE:

The key objective of this policy is to:-

• Define what CSR means to us and the approach adopted to achieve our goals

• Define the kind of projects that will come under CSR

• Identify broad areas of intervention in which the company will undertake projects

• Serve as a guiding document to help execute and monitor CSR projects

• Budget the expenditure for CSR activities for the year

• Explain the manner in which the surpluses from CSR projects will be treated

3. POLICY STATEMENT:

The CSR Policy of KIMS focuses on addressing social, environmental and economic needs of the marginalized/underprivileged sections of the society. Through this policy, we align our CSR strategy with the company’s vision and goals. We adopt an approach that integrates the solutions to

these problems into the strategies of the company to benefit the communities at large and create social and environmental impact.

4. SCOPE OF CSR ACTIVITIES:

We classify only those projects that are over and above our normal course of business as CSR. The scope of CSR will not only have a wide impact on the society and community at large, but will also remain committed towards sustainable development and inclusive growth. This policy applies to all our CSR projects and will be further reviewed and updated.

5. GOVERNANCE:

The CSR Committee of KIMS will consist of three Directors of the Company and one Advisory Member – Dr.M.I.Sahadulla, Mr.E.M.Najeeb, Mr.K.Jalaludeen and Mr.G.Vijayaraghavan. The convenor of the committee will be Ms.Vasuki Devadas, Sr.Manager-CSR. The responsibilities of the CSR Committee include:

a) Formulate and recommend to the Board, a CSR Policy which shall indicate the activities to be undertaken, as specified in Schedule VII of the Companies Act 2013.

b) Recommend the amount of budgeted expenditure to be incurred on the activities referred to in clause 5 a) above.

c) Monitor the CSR policy and activities of the company on a quarterly basis.

d) Approve projects/activities of value which are outside the gambit of Schedule VII

6. KEY FOCUS AREAS:

The chosen KIMS CSR projects relating to activities specified in Schedule VII of the Companies Act, 2013:

• Promoting preventive healthcare

• Employment for persons with disability (PWD)

• Promotion of gender equality and empowering

women

• Setting up and providing facilities for

Old-age Homes

• Ensuring environmental sustainability

• Promoting education

• Others, as maybe identified in the future

1. A brief outline of the company’s CSR Policy,

including overview of projects or programs

propose to be undertaken and a reference to

the web-link to the CSR policy and projects or

programs

• CSR policy of company is given below

•Web-link: trivandrum.kimsglobal.com/csr-policy/

2. The Composition of the CSR Committee

1. Dr.M.I.Sahadulla : Chairman 2. Dr.G.Vijayaraghavan : Member 3. Mr.E M Najeeb : Member 4. Mr.C H A Raheem : Member 5. Mr.K Jalaluddin : Member 6. Mr.K Radhakrishnan : Member

3. Average net profit of the company for the last

three financial years

Rs. 402,816,788/-4. Prescribed CSR Expenditure (two percent of

the amount as in item 3 above)

Rs. 8,056,335/-5. Details of CSR spent during the financial year

a) Total amount to be spent for the financial

year 8,521,607/- b) Amount unspent, if any NIL c) Manner in which the amount spent during

the financial year is detailed below

ANNUAL REPORT OF CORPORATE SOCIAL RESPONSIBILITIES ACTIVITIES[Pursuant to Section 135 of Companies Act, 2013 and Rule 8 of The Companies

(Corporate Social Responsibility Policy) Rules, 2014]

Sl. no.

CSR Project or activ-ity identified

Sector in which the Project is covered

Projects or pro-grams (1) Local area or other (2) Specify the State and district where projcets or programs was undertaken

Amount outlay (budget) project or pro-grams wise

Amount spent on the projects or programs Sub-heads: (1) Direct expendi-tur on projects or programs. (2) Overheads

Cumu-lative expendi-ture upto to the reporting period

Amount spent: Direct or through imple-menting agency

1 Promotion of preventive healthcare

- - - - - -

2 Free surgeries for underprivileged

HealthcareTrivandrum, Kerala

NA 7,520,852 7,520,852 Direct

3 Subsidized healthcare for underprivileged

- - - - - -

4 Ensuring environmental sustainability

- - - - - -

5 Promotion of SportsSports

Trivandrum, Kerala

NA 243,625 243,625 Direct

6 Employment of differently-abled persons

Empowerment of differently

abled persons

Trivandrum, Kerala

NA 237,130 237,130 Direct

7 Promotion of Education

EducationTrivandrum, Kerala

NA 520,000 520,000 Direct

TOTAL 8,521,607 8,521,607

ANNEXURE III

KIMS HEALTHCARE MANAGEMENT LIMITED

Dr. M.I Sahadulla Chairman & Managing Director [DIN 00600608]

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I. REGISTRATION & OTHER DETAILS:

1. CIN U85110KL1995PLC009336

2. Registration Date 17.08.1995

3. Name of the Company KIMS HEALTHCARE MANAGEMENT LIMITED

4. Category/Sub-category of the Company Company Limited by Shares

5. Address of the Registered office & contact details PB No.01, Anayara PO, Trivandrum

Kerala 695029, Ph: 0471-2557165, 3041307

Fax : 0471-2446535

E Mail: [email protected]

6. Whether listed company No 7. Name, Address & contact details of the Registrar & Transfer Agent, if any. NA

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

FORM NO. MGT 9EXTRACT OF ANNUAL RETURNAs on financial year ended on 31.03.2016

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

ANNEXURE IV

Sl. No.

Name and Address of the Company

CIN/GLN Holding /Subsidiary /

Associate

Percentage of Holding

Applicable Section

1 Condis India Healthcare Limited, Mullassery Tower, Ground Floor, Punnen Road, Vandross Junction, Secretariate PO, Trivan-drum 695033

U74999KL2006PLC019208 HoldingCompany

59.28 * 2(46)

2 KIMS Cancer Care and Research Center Private Limited, PB No.01, Anayara PO, Trivandrum 695029

U85110KL2008PTC022467 Subsidiary Company

86.94 2(87)

3 KIMS Kollam Multi Special-ity Hospital India Private Limited, PB No.01, Anayara PO, Trivandrum 695029

U85110KL2013PTC033566 Subsidiary Company

63.54 2(87)

Sl. No. Name and Description of main products / services

NIC Code of the Product/service

% to total turnover of the company

1 Healthcare 861 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

7. IDENTIFICATION OF PROJECTS:

Any new projects and activities of CSR will be appraised by the sub-committee and screened before submission for approval to the CSR Committee. The sub-committee will consist of Ms.Vasuki Devadas, Sr Manager-CSR, Mr.Iqbal, Director-SS, Ms.Harifa, Group Head Finance & Accounts and Mr.Jerry Philip, Group Head Healthcare Operations.

8. CSR BUDGET:

The total budget for the CSR projects will be decided by the CSR Committee. The Companies Act, 2013 stipulates that at least 2% of the average of net profits of the company made during the three immediate preceding financial years shall be earmarked as CSR budget.

9. TREATMENT OF SURPLUS:

Any surplus generated from CSR projects will be tracked and channelized into the CSR corpus. These funds will be further used in development of the CSR projects and will not be added to the normal business profits of the company.

10.DUTIES & RESPONSIBILITIES OF CSR STAFF:

a. Will report to Sr.Manager - CSR

b. Will be responsible for overall activities in CSR

department

c. Monitor the CSR activities approved by the CSR

Committee for each quarter

d. Schedule the activities planned for next

quarter.

e. Maintain accounts for all CSR activities

f. Document all Free & subsidized health/medical

camps conducted by marketing department

g. Document all Free surgeries conducted under

the Hrdayaspandanam, Guruvandanam, etc

h. Coordinate free Antenatal classes on weekly

basis

i. Collect proof of income from poor patients and

submit for recommendation of CSR discount.

j. Socio-economic assessment of poor patients

requesting discounts in bill.

k. Conduct health and hygiene awareness

programs in schools and rural areas

l. Visit Care Home, Pulaynarkottah (Govt run Old-

Age Home) every month

m. Coordinate recreational activities for inmates of

Old-Age Home.

n. Participation in free medical camps and

public interactive sessions along with marketing

department.

o. Any other duties that are assigned by the

management from time to time

11. ELIGIBILITY CRITERIA FOR DISCOUNTS:

Patients are assessed by CSR Executive on the basis of financial background, support from government and other groups and frequency of admission. Sufficient documentation is collected and the request for discount is classified into Category A, B or C.

Category C – 15% discount on room rent, ventilator & procedure and 10% on investigations:

i. Family monthly income is below Rs.6000/.

ii. Unemployed/Pensioner with a pension amount of less than Rs.8000/-

iii. Senior citizen without financial support from children or others

iv. Employed but long absence from work due to illness

v. Hospital bill amount Rs.2.5 lakh and above.

Category B – 12.5% discount on room rent, 10% on ventilator & procedure and 7.5% on investigations:

i. Family monthly income is below Rs.10,000/.

ii. Senior citizen with financial support less than Rs.10,000/-

iii. Hospital bill amount Rs.2 lakh and above.

Category A - 10% discount on room rent, ventilator & procedure and 5% on investigations:

i. Family monthly income is below Rs.15,000/.

ii. Senior citizen with financial support less than Rs.12,000/-

iii. Chronic disease patient

iv. Hospital bill amount is less than Rs.2 lakh.

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(2) Foreign

- - - - - - - - -

a) NRI Individual

- - - 0.00% - - - 0.00% 0.00%

b) Other indicidual

- - - 0.00% - - - 0.00% 0.00%

c) Bodies Corp.

- - - 0.00% - - - 0.00% 0.00%

d) Banks / FI

- - - 0.00% - - - 0.00% 0.00%

e) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total A (2)

0.00% - - - 0.00% 0.00%

TOTAL (A) 28,993,696 28,993,696 41.40% - 29,588,595 29,588,595 42.25% 2.05%

B. Public - - - - - - - - -

1. Institu-tions

- - - - - - - - -

a) Mutual Funds

- - - 0.00% - - - 0.00% 0.00%

b) Banks / FI

- - - 0.00% - - - 0.00% 0.00%

c) Central Govt

- - - 0.00% - - - 0.00% 0.00%

d) State Govt(s)

- - - 0.00% - - - 0.00% 0.00%

e) Venture Capital Funds

- - - 0.00% - - - 0.00% 0.00%

f) Insurance Companies

- - - 0.00% 0.00% 0.00%

g) FIIs - - - 0.00% - - - 0.00% 0.00%

h) Foreign Venture Capital Funds

- - - 0.00% - - - 0.00% 0.00%

i) Others (specify)

- - - 0.00% - - - 0.00% 0.00%

Sub-total (B)(1):-

- - - 0.00% - - - 0.00% 0.00%

2. Non- In-stitutions

a) Bodies Corp.

- - - - - - - - -

i) Indian - 625 625 0.00% - 625 625 0.00% 0.00%

ii) Overseas

- 625 625 0.00% - 625 625 0.00% 0.00%

b) Individu-als

- - -

4 KIMS Bellerose Institute of Medical Sciences Private Limited, PB No.01, Anayara PO, Trivandrum 695029

U85110KL2010PTC026107 Subsidiary Company

78.93 2(87)

5 KIMS Nagercoil Institute of Medical Sciences Private Limited, PB No.01, Anayara PO, Trivandrum 695029

U74999KL2014PTC036894 Subsidiary Company

52.00 2(87)

6 KIMS AL Shifa Healthcare Private Limited, TC 14/2008, PB No.01, Anayara PO, Trivandrum 695029

U85110KL2000PTC013813 Subsidiary Company

51.00 2(87)

7 * * Al Shifa Scan Centre Private Limited, TC 14/2008, PB No.01, Anayara PO, Trivandrum 695029

U85195KL1996PTC010066 Subsidiary Company

100.00 2(87)

8 * * Bibi Hospitals Private Limited ,H No. 16-3-991/1/C, Malakpet, Hyderabad - 500036, Telangana, INDIA

U74900TG2015PTC098172 Subsidiary Company

81.75 * 2(87)

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

I) CATEGORY-WISE SHARE HOLDING

Category of Sharehold-ers

No. of Shares held at the beginning of the year [As on 31-March-2015]

No. of Shares held at the end of the year[As on 31-March-2016]

“% Change

dur-ing the year”

Demat Physical Total% of Total

SharesDemat Physical Total

% of Total

Shares

A.Promoters

(1) Indian

a) Individu-al/ HUF

- 244,513 244,513 0.35% 419,012 419,012 0.60% 71.37%

b) Central Govt

- - - 0.00% - - - 0.00% 0.00%

c) State Govt(s)

- - - 0.00% - - - 0.00% 0.00%

d) Bodies Corp.

- 28,749,183 28,749,183 41.06% - 29,169,583 29,169,583 41.66% 1.46%

e) Banks / FI

- - - 0.00% - - - 0.00% 0.00%

f) Any other - - - 0.00% - - - 0.00% 0.00%

Sub Total A (1)

28,993,696 28,993,696 41.40% - 29,588,595 29,588,595 42.25% 2.05%

* Includes both Equity shares and Preference Shares * * Al Shifa Scan Centre Private Limited is a subsidiary of KIMS Al Shifa Healthcare Private Limited and

Bibi Hospitals Private Limited is a subsidiary of KIMS Cancer Care and Research Center Private Limited

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II) SHAREHOLDING OF PROMOTER

Sl No

Shareholder’s NameShareholding at the beginning of the year [As on 01.04.2015]

“Shareholding at the end of the year [As on 31.03.2016]” %

change in

share-hold-ing

during the year

No. of Shares

% of total

Shares of the com-pany

%of Shares

Pledged / en-cum-bered

to total shares

No. of Shares

% of total

Shares of the com-pany

%of-hares

Pledged / encum-

bered to total shares

1 Dr.M.I.Sahadulla 25,000 0.04% Nil 25,000 0.04% Nil 0.00%

2 Dr.G.Vijayaraghavan 1,250 0.00% Nil 1,250 0.00% Nil 0.00%

3 Mr.E.M.Najeeb 25,000 0.04% Nil 25,000 0.04% Nil 0.00%

4 Mr.C.H.A.Raheem 100 0.00% Nil 100 0.00% Nil 0.00%

5 Mr.E.Iqbal 1,000 0.00% Nil 1,000 0.00% Nil 0.00%

6 Dr.Sheriff M Sahadulla 1250 0.00% Nil 1,250 0.00% Nil 0.00%

7 Dr.M.A.Mohammed 1000 0.00% Nil 1,000 0.00% Nil 0.00%

8 Mr.Aariz Illias Sahadulla 41750 0.06% Nil 41,750 0.06% Nil 0.00%

9 M/s.Condis India Health-care Limited

28749183 41.06% Nil 29,169,583 41.66% Nil 1.46%

10 Ms.Bayan Sudheer 14000 0.02% Nil 14,000 0.02% Nil 0.00%

11 Mr.Adhan Sahadulla 10000 0.01% Nil 20,000 0.03% Nil 100.00%

12 Mr.Muhammed Samer Sahadulla

45163 0.06% Nil 60,163 0.09% Nil 33.21%

13 Mrs.Zubaida Rahim 50000 0.07% Nil 50,000 0.07% Nil 0.00%

14 Mr.Dawood Samer Sahadulla

16000 0.02% Nil 31,000 0.04% Nil 93.75%

15 Mr.Hisham A Rahim 13000 0.02% Nil 13,000 0.02% Nil 0.00%

16 Ms.Kadeeja Maseeja Nil 0.00% Nil 17,450 0.02% Nil 0.00%

17 Innaya Minaal Zaheer Nil 0.00% Nil 10,000 0.01% Nil 0.00%

18 Mr.Samer Sahadulla Nil 0.00% Nil 10,000 0.01% Nil 0.00%

19 Azar Sheriff Sahadulla Nil 0.00% Nil 10,000 0.01% Nil 0.00%

20 Ms.Reshmi Aysha Nil 0.00% Nil 26,700 0.04% Nil 0.00%

21 Yusuf Samer Sahadulla Nil 0.00% Nil 20,000 0.03% Nil 0.00%

22 Dr.P.M.Zuhara Nil 0.00% Nil 10,000 0.01% Nil 0.00%

23 Ms.Ramla Iqbal Nil 0.00% Nil 8,333 0.01% Nil 0.00%

24 Sherin Ayyoob Nil 0.00% Nil 5,350 0.01% Nil 0.00%

25 Dr.Saffia P M Nil 0.00% Nil 16,666 0.02% Nil 0.00%

TOTAL 28,993,696 41.40% Nil 29,588,595 42.25% Nil 2.05%

III) CHANGE IN PROMOTERS’ SHAREHOLDING (Please Specify, If There Is No Change)

Sl No.

Particulars

Shareholding at thebeginning of the year

Cumulative Shareholding during the year

No. of shares% of total shares of the company

No. of shares% of total shares of

the company

1 At the beginning of the year 28,993,696 41.40% 0.00%

2 Changes during the year 28,993,696 41.40%

i) Individual sharehold-ers holding nominal share capi-tal upto Rs. 1 lakh

- 209,113 209,113 0.30% - 241,380 241,380 0.34% 15.43%

ii) Indi-vidual sharehold-ers holding nominal share capi-tal in excess of Rs 1 lakh

- 40,821,010 40,821,010 58.29% - 40,193,844 40,193,844 57.40% -1.54%

c) Others (specify)

- - - 0.00% - - - 0.00% 0.00%

Non Resident Indians

- - - 0.00% - - - 0.00% 0.00%

Overseas Corporate Bodies

Foreign Nationals

- - - 0.00% - - - 0.00% 0.00%

Clearing Members

- - - 0.00% - - - 0.00% 0.00%

Trusts - - - 0.00% - - - 0.00% 0.00%

Foreign Bodies - D R

- - - 0.00% - - - 0.00% 0.00%

Sub-total (B)(2):-

41,031,373 41,031,373 58.60% - 40,436,474 40,436,474 57.75% -1.45%

Total Public (B)

- 41,031,373 41,031,373 58.60% - 40,436,474 40,436,474 57.75% -1.45%

C. Shares held by Custodian for GDRs & ADRs

- - - 0.00% - - - 0.00% 0.00%

Grand Total (A+B+C)

- 70,025,069 70,025,069 - 70,025,069 70,025,069

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V) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Sl No.

Shareholding of each Directors and each Key Managerial Person-

nel

Date

Reason

“Shareholding at the beginning of the year”

“Cumulative Share holding during the

year”

No. of shares

% of total shares of the company

No. of shares

% of total

shares

Dr M.I.Sahadulla, Chairman and Managing Director

1 At the beginning of the year 01.04.2015 25,000 0.04% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 25,000 0.04% 25,000 0.04%

8 Mrs.Beena Muraleedharan

At the beginning of the year 01.04.2015 625,000 0.89% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 625,000 0.89% 625,000 0.89%

9 Mr. Aboobacker Kunju Asiff

At the beginning of the year 01.04.2015 577,800 0.83% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 577,800 0.83% 577,800 0.83%

10 Mr. Raveendran Pillai B.

At the beginning of the year 01.04.2015 545,700 0.78% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 545,700 0.78% 545,700 0.78%

Mr. E. M. Najeeb, Executive Director

1 At the beginning of the year 01.04.2015 25,000 0.04% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 25,000 0.04% 25,000 0.04%

Mr.C. H. A Raheem, Executive Director

1 At the beginning of the year 01.04.2015 100 0.00% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 100 0.00% 100 0.00%

Mr. E. Iqbal, Executive Director

1 At the beginning of the year 01.04.2015 1,000 0.00% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 1,000 0.00% 1,000 0.00%

Dr. G Vijayaraghavan, Vice Chairman and Director

1 At the beginning of the year 01.04.2015 1,250 0.00% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 1,250 0.00% 1,250 0.00%

3 Share Transfer on 28.05.2015 554,733 0.79% 29,548,429 42.20%

4 Share Transfer on 29.07.2015 10,700 0.02% 29,559,129 42.21%

5 Share Transfer on 04.11.2015 10,700 0.02% 29,569,829 42.23%

6 Share Transfer on 04.02.2016 18,766 0.03% 29,588,595 42.25%

At the end of the year 29,588,595 42.25%

IV) SHAREHOLDING PATTERN OF TOP TEN SHAREHOLDERS: (Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl No.

For each of the Top 10 share-holders

Date Rea-son

“Shareholding at the beginning of the

year”

Shareholding at the end

of the year

No. of shares

% of total shares of the com-

pany

No. of shares

% of total

shares of the com-pany

1 Mr. Neeleshwar Bhatnagar

At the beginning of the year 01.04.2015 1,250,000 1.79% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 1,250,000 1.79% 1,250,000 1.79%

3 Mr.Sheik Meeran Liaquet Ali Khan

At the beginning of the year 01.04.2015 802,500 1.15% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 802,500 1.15% 802,500 1.15%

2 Mr.K.M.Kader

At the beginning of the year 01.04.2015 901,666 1.29% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 901,666 1.29% 901,666 1.29%

4 Mr. Ajayachandran Nair K.G

At the beginning of the year 01.04.2015 749,000 1.07% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 749,000 1.07% 749,000 1.07%

5 Mr. Alukkas Varghese Joy

At the beginning of the year 01.04.2015 735,000 1.05% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 735,000 1.05% 735,000 1.05%

6 Dr. Yoosaf Abdul Nazer

At the beginning of the year 01.04.2015 701,554 1.00% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 701,554 1.00% 701,554 1.00%

7 Mr.Saif Malik

At the beginning of the year 01.04.2015 657,934 0.94% - 0.00%

Changes during the year - 0.00% - 0.00%

At the end of the year 31.03.2016 657,934 0.94% 657,934 0.94%

Page 20: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

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Sl No.

Shareholding of each Directors and each Key Managerial

Personnel

Date

Reason

“Shareholding at the beginning of the year”

“Cumulative Share holding during the

year”

No. of shares

% of total shares of the company

No. of shares

% of total

shares

Mr. T. C. Wilson, Director

1 At the beginning of the year 01.04.2015 937,500 1.34% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 937,500 1.34% 937,500 1.34%

Mr. V. Radhakrishnan, Director

1 At the beginning of the year 01.04.2015 1,211,458 1.73% - 0.00%

2 Changes during the year - 0.00% - 0.00%

3 At the end of the year 31.03.2016 1,211,458 1.73% 1,211,458 1.73%

Dr. P.M. Zuhara, Director

1 At the beginning of the year 01.04.2015 - 0.00% - 0.00%

2 Changes during the year - 0.00% - 0.00%

3 At the end of the year 31.03.2016 24,286 0.03% 24,286 0.03%

Dr. Sunny Sharma, Director

1 At the beginning of the year 01.04.2015 - 0.00% - 0.00%

2 Changes during the year - 0.00% - 0.00%

3 At the end of the year 31.03.2016 - 0.00% - 0.00%

Mr. Sunil Kumar Kolangara, Director

1 At the beginning of the year 01.04.2015 - 0.00% - 0.00%

2 Changes during the year - 0.00% - 0.00%

3 At the end of the year 31.03.2016 - 0.00% - 0.00%

Mr. Binu K.B, Company Secretary

1 At the beginning of the year 01.04.2015 - 0.00% - 0.00%

2 Changes during the year - 0.00% - 0.00%

3 At the end of the year 31.03.2016 - 0.00% - 0.00%

VI) INDEBTEDNESS - Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Particulars Secured Loans excluding deposits

Unsecured Loans

Deposits TotalIndebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount 1,516,459,842.00 57,201,574.00 5,000,000.00 1,578,661,416.00

ii) Interest due but not paid - - 1,537,259.00 1,537,259.00

iii) Interest accrued but not due 9,949,046.00 539,954.00 - 10,489,000.00

Total (i+ii+iii) 1,526,408,888.00 57,741,528.00 6,537,259.00 1,590,687,675.00

Sl No.

Shareholding of each Directors and each Key Managerial

Personnel

Date

Reason

“Shareholding at the beginning of the year”

“Cumulative Share holding during the

year”

No. of shares

% of total shares of the company

No. of shares

% of total

shares

Mr. K Muraleedharan, Director

1 At the beginning of the year 01.04.2015 668,750 0.96% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 668,750 0.96% 668,750 0.96%

Mr. K Radhakrishnan, Director

1 At the beginning of the year 01.04.2015 1,005,125 1.44% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 1,005,125 1.44% 1,005,125 1.44%

Mr. Ahmed Koya Mukthar, Director

1 At the beginning of the year 01.04.2015 623,125 0.89% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 623,125 0.89% 623,125 0.89%

Mr. Naseerudeen T.M., Director

1 At the beginning of the year 01.04.2015 500,000 0.71% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 500,000 0.71% 500,000 0.71%

Mr. N. Sathyadevan, Director

1 At the beginning of the year 01.04.2015 802,500 1.15% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 802,500 1.15% 802,500 1.15%

Mr. Kabeer Jalaluddin, Director

1 At the beginning of the year 01.04.2015 535,000 0.76% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 535,000 0.76% 535,000 0.76%

Dr. Sheriff M Sahadulla, Director

1 At the beginning of the year 01.04.2015 1,250 0.00% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 1,250 0.00% 1,250 0.00%

Dr. M. A. Mohammed, Director

1 At the beginning of the year 01.04.2015 1,000 0.00% 0.00%

2 Changes during the year 0.00% 0.00%

3 At the end of the year 31.03.2016 1,000 0.00% 1,000 0.00%

Page 21: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

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B.

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VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL- A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl no

Particulars of Remuneration

Name of MD/WTD/ ManagerTotal

Amount

1 Gross salary Dr.M.I.Sahadulla

Dr.G.Vi-

jayaragha-van

Mr.E.MNajeeb

Mr.C.H.A.Raheem

Mr.E.Iqbal

Designation Chairman & Managing Director

Vice Chair-man &

Executive Director

Executive Director

Executive Director

Executive Director

(a) Salary as per provisions con-tained in section 17(1) of the Income-tax Act, 1961

1,66,05,000 80,85,000 89,69,000 89,69,000 4,48,900 4,30,76,900

(b) Value of per-quisites u/s 17(2) Income-tax Act, 1961

- 61,725 - - - 61,725

(c) Profits in lieu of salary under sec-tion 17(3) Income- tax Act, 1961

- - - - - -

2 Stock Option - - - - - -3 Sweat Equity - - - - - -4 Commission

- as % of profit- others, specify…

- - - - - -

5 Others, please specify (professional fees)

- 36,00,000 - - - 36,00,000

Total (A) 1,66,05,000 1,17,46,725 89,69,000 89,69,000 4,48,900 4,67,38,675

Ceiling as per the Act 6 % of N/P 5 % of N/P 5 % of N/P 5 % of N/P 5 % of N/P 10 % of N/P

Change in Indebtedness during the financial year

* Addition - - -

* Reduction 777,719,095.00 2,423,193.00 - 780,142,288.00

Net Change 777,719,095.00 2,423,193.00 - 780,142,288.00

Indebtedness at the end of the financial year

i) Principal Amount 738,740,747.00 54,778,381.00 5,000,000.00 798,519,128.00

ii) Interest due but not paid - - 1,857,259.00 1,857,259.00

iii) Interest accrued but not due 2,594,265.00 642,621.00 - 3,236,886.00

Total (i+ii+iii) 741,335,012.00 55,421,002.00 6,857,259.00 803,613,273.00

Page 22: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

43

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C. R

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Page 23: KIMS HEALTHCARE MANAGEMENT LIMITED ANNUAL REPORT … - 2016.pdf · Dear Shareholders, We are also looking at starting a Cancer Centre in KIMS Al Shifa with Linac, Medical Oncology,

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CORPORATE GOVERNANCE REPORT

1. A brief statement on company’s philosophy on code of governance.

KIMS believes that corporate governance provides the framework for attaining company’s objectives.Corporate governance encompasses practically every sphere of management, from action plans and internal controls to performance measurement and corporate disclosure.Thus, Your Company considers the board of directors as the primary direct stakeholder influencing corporate governance. The board is tasked with making important decisions, while in some instances, board obligations stretch beyond financial optimization, when shareholder resolutions call for certain concerns to be prioritized. This

objective extends not merely to comply with the statutory requirements but by putting into place procedures and systems, which are in accordance with the best practice of governance. Your Company strongly believes that good corporate governance creates a transparent set of rules and controls in which shareholders, directors and officers have aligned incentives.

2. Board of Directors: a. Composition and category of directors, for

example, promoter, executive, nonexecutive, independent nonexecutive, nominee director, which institution represented as lender or as equity investor

We love the care we receive from the nurses and doctors like our son who is abroad with his job

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Mr. Jalal DheenAdvisory Board Member

Mr. Sunil Kumar KolangaraNominee Director[DIN 00022480]

Dr. Sunny SharmaNominee Director[DIN 002267273]

Mr. M.G.PushpakaranAdvisory Board Member

Mr.J.M.Abdul AzizAdvisory Board Member

Mr.AlukkasVarghese Joy Advisory Board Member

Mr.G.RaghavanAdvisory Board Member

Mr. K.M. KhaderAdvisory Board Member

Mr. Liaquet Ali Khan.SAdvisory Board Member

PadmasreeDr.B. Raveendran Pillai

Advisory Board Member

Mr.K.G.Ajayachandran NairAdvisory Board Member

Mr. A.K AsiffAdvisory Board Member

Mr. Neeleshwar BhatnagarAdvisory Board Member

Sr. No. Number of Board Meeting Date of Board Meeting

1 89th Board Meeting 30th May,2015

2 90th Board Meeting 31st July, 2015

3 91st Board Meeting 07th November, 2015

4 92nd Board Meeting 05th February, 2016

b. Number of Board Meetings and the date on which it is held

c. Attendance of each director at the Board Meetings and the last AGM

Name of Director

Number of Board

Meetings held

Number of Board

Meetings attended

Last AGM attendance

(Yes/No)

Number of Directorship other than

KHML

Number of other Boards or Board Committees in which he/she

is a member or Chairperson

Dr. M. I. Sahadulla 4 4 Yes 11 06 - Chairperson

Padmasree Prof. Dr. G Vijayaraghavan

4 3 Yes 06 04 - Member

Mr. E. M. Najeeb 4 4 Yes 14 03 - Member

Board of Directors & Advisors

Dr. M I SahadullaMD, F.R.C.P (IRELAND), M.B.A (Hull, U.K), F.R.C.P (LON)

Chairman & Managing Director[DIN 00600608]

Mr. E.M Najeeb MBA,D.J

Executive Director[DIN 00100234]

PadmasreeProf.Dr.G Vijayaraghavan

M.D,D.M (Cardiology),F.R.C.P (Edin),

FACC, F.R.C.P (LON)

Vice Chairman & Director[DIN 00751450]

Mr. C.H.A Raheem, CA Executive Director

Corporate Finance & CFO[DIN 02243301]

Mr. T.C. WilsonDirector

[DIN 00198998]

Mr. Vijayan RadhakrishnanDirector

[DIN 00040305]

Dr. M.A. MohamedDirector[DIN 00169699]

Dr. Sheriff M. SahadullaDirector

[DIN 00210484]

Mr. E.IqbalDirector - Support Services[DIN 00050616]

Mr.K.JalaluddinDirector

[DIN 01717447]

Mr. Ahmed Koya Mukthar Director

[DIN 00199027]

Mr. K.MuraleedharanDirector

[DIN 03232525]

Dr.P.M.ZuharaWoman Director[DIN 02847362]

Mr. P.M.NasarudeenIndependent Director

[DIN 02467028]

Mr. N SathyadevanIndependent Director

[DIN 00048368]

Mr. K.RadhakrishnanIndependent Director

[DIN 01500866]

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iii. Meetings and attendance during the year.

Sr. No. Name

1. Dr. M. I. Sahadulla Chairman

2. Mr. E. M. Najeeb Member

3. Mr. C.H.A.Raheem Member

4. Mr.A.K.Mukthar Member

5. Mr. N. Sathyadevan Member

6. Dr.Sunny Sharma Member

7. Mr.Sunil Kumar Kolangara Member

8. Dr. G. Vijayaraghavan Member

9. Mr. KabeerJalaluddheen Member

10. Mr. V.Radhakrishnan Member

Sr. No. Name No. of Attendance

1. 29th May,2015 7/10

2. 30thJuly, 2015 7/10

3. 06th November, 2015 5/5

4. 04th February, 2016 5/5

4. Nomination and Remuneration Committee:

i. Brief description of terms of reference

Nomination and Remuneration Committee was re-constituted pursuant to the provisions of the Section 178 of the Companies Act, 2013. The functions of Nomination and Remuneration Committee is as follows:

1. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board a policy, relating to the remuneration for the directors, key managerial personnel and other employees.

2. To ensure that level and composition of remuneration is reasonable and sufficient, relationship of remuneration

to performance is clear and meets performance benchmarks, and involves a balance between fixed and incentive pay

3. To identify persons who may be appointed in senior management in accordance with the criteria laid down.

4. To carry out evaluation of every director’s performance and recommend to the board his/her appointment and removal based on the performance.

ii. Composition, name of members and Chairperson

iii. Attendance during the year

There was only One Meeting held during the financial year 2015-16,i.e. 31st July,2015 in which all the Members were present.

iv. Remuneration policy

Remuneration is decided on the basis of the review of the performance based on certain criteria approved

Prior to that, i.e. 30th July, 2015, the following were the Members of the Audit Committee:

Sr. No. Name

1. Dr.Sunny Sharma Chairman

2. Mr.Sunil Kumar Kolangara Member

3. Mr. K. Muraleedharan Member

4. Mr.K.Radhakrishnan Member

5. Mr. G. Vijayaraghavan Member

3. Audit Committee:

i. Brief description of terms of reference – The Audit Committee reviews the following matters with the Management, Statutory Auditors and the Internal Auditors:

1. Review of Quarterly and Annual Financials of the Company and of all the units under KIMS

2. Approval and review of Capital Budgets and Revenue Budgets

3. Approval of the Minutes of the Audit Committee

4. Matters of material nature and having impact on the financials of the Company.

5. Any material default in the financial obligations to and by the Company.

6. Non-compliance of any regulatory or statutory requirement.

7. Approval and review of related party transactions

8. Scrutiny of inter-corporate loans and investments

9. Recommendation for appointment, remuneration and terms of appointment of auditors

10. Review and monitorauditor’s independence and performance and effectiveness of audit process.

11. Valuation of undertakings or assets

12. Evaluation of internal financial controls and risk management systems

13. Monitoring the procedures and complaints under Vigil mechanism and take necessary action.

14. Discuss issues with internal and statutory auditors

ii. Composition, name of members and Chairperson

Audit Committee was re-constituted in the Board Meeting dated 30th July, 2015. The Members of the Audit Committee are:

Sr. No. Name

1. Mr. Sunil Kumar Kolangara Chairman

2. Mr. K Radhakrishnan Member

3. Mr. P.M. Nazaruddin Member

4. Mr. C.H.A Raheem Member

5. Mr. N. Sathyadevan Member

Mr. C.H.A. Raheem 4 4 Yes 12 04 - Member

Mr.E.Iqbal 4 4 Yes 09 -

Dr. Sheriff.M.Sahadulla 4 3 No 01 -

Mr. K. Muraleedharan 4 4 No 10 01 - Member

Mr. K. Radhakrishnan 4 4 No 03 01 - Member

Mr. Ahmed KoyaMukthar 4 4 Yes 01 -

Mr. P.M. Nazaruddin 4 3 No 00 01 - Member

Dr. M.A. Mohamed 4 4 Yes 06 -

Mr.N.Sathyadevan 4 4 No 00 01 - Member

Mr.KabeerJalaluddin 4 3 No 02 01 - Member

Mr. V. Radhakrishnan 4 4 No 02 -

Mr.T.C.Wilson 4 4 No 00 -

Dr.Sunny Sharma 4 4 No 16 -

Mr.Sunil Kumar Kolangara 4 4 No 06 02 - Chairperson

Dr.P.M.Zuhara 4 4 Yes 05 -

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Audit Committee and thereafter, approved by the Board. None of the interested directors participated or voted in the discussion.

ii. Whistle Blower policy and affirmation that no personnel has been denied access to the audit committee

KIMS considers its employees as the most precious assets of the organization and empowers its employees through various training and orientation programmes designed to meet individual needs. KIMS believes in conducting its affairs in a fair and transparent manner, providing a secure environment to employees by adopting high standards of professionalism, honesty, integrity and ethical behavior.

The Whistle Blower Policy cum Vigil Mechanism set up by the Company shall enable the employees and the Directors to report their genuine concerns or grievances about the actual or potential violation of principles and standards laid down herein. The Vigil Mechanism shall provide for adequate safeguard against victimization of persons who can also use such mechanism for reporting genuine concerns. The policy details has been uploaded on the website of the Company. Employees can make Protected Disclosure to the Chairman of the Audit Committee.

iii. Details of compliance with mandatory requirements and adoption of the non - mandatory requirements of this clause.

All the mandatory requirements under Companies Act, 2013 has been complied. Besides that, your Company has planning to adopt the following non-mandatory requirements:

1. Introduction of Internal Financial Control (IFC)

2. Implementation of IFRS.

8. Means of communication i. Quarterly results – Presented before the Audit Committee and Board

9. General Shareholder information:

i. AGM: Date, time and venue – 30th September, 2016 at 3.30 PM at Osler Hall, KIMS North,

Anayara, Trivandrum

ii. Financial year – 01st April to 31st March, 2016

iii. Date of Book closure - 16th September, 2016 to 30th September,

2016 (both days inclusive)

iv. Dividend Payment Date - 1st October,2016

v. Distribution of shareholding –

vi. Hospital Locations -

1. KIMS Hospital, Trivandrum - PB No. 01, Anayara PO, Trivandrum – 695029

2. KIMS Hospital, Kochi - Pathadipalam, Changampuzha Nagar Post, Edappally, Kochi - 682033

3. KIMS Wellness Clinic, Trivandrum - LMP Towers, Kowdiar, Trivandrum.

4. KIMS Wellness Clinic, Kochi - Kochi Thrikkakara,XII/760, B1-B5 Padamugal, Kakkanad, Cochin -682030

5. KIMS College of Nursing - Chempakamangalam, Korani.P.O, Thiruvananthapuram - 695104, Kerala

vii. Address for correspondence –

Company Secretary

KIMS Healthcare Management Ltd, PB No. 01, Anayara PO, Trivandrum – 695029

Ph. 0471-2557165, 3041307, Email: [email protected], Website : www.kimsglobal.com

Category % of holding

Promoter - Individuals 0.60%

Promoter – Body Corporates 41.66%

Others 57.74%

by the Board. In reviewing the overall remuneration of the Board of Directors and Senior Management, the Committee ensures that the remuneration is reasonable and sufficient to attract, retain and motivate the best managerial talent.

5. Details of remuneration to all the directors, as per format in main report.

6. General Body meetings:

i. Location and time, where last three AGMs held

ii. Whether any special resolutions passed in the previous 3 AGMs For the Financial year 2014-15

1. Amendment of Articles of Association

2. Re appointment and fixation of remuneration of Chairman and Managing Director

3. Re appointment and fixation of remuneration of Vice Chairman and Director

4. Re appointment and fixation of remuneration of Executive Director Business Development, Human Resources, Procurement and Projects Re designation of Executive Director Corporate Finance as Executive Director Corporate Finance and CFO and fixation of his remuneration

5. Re appointment and fixation of remuneration of Director Support Services

6. Approval for inter corporate investments and guarantees

7. Approval of related party transaction

For the Financial year 2013-14

1. Revision of the remuneration of Chairman and Managing Director

2. Revision of the remuneration of Vice Chairman and Director

3. Revision of the remuneration of Executive Director, Business Development, HumanResources, Procurement

and Projects4. Revision of the remuneration of Executive Director Corporate Finance

5. Revision of the remuneration of Director Support Services

For the Financial year 2012-131. Increasing the remuneration of Chairman and Managing Director

2. Increasing the remuneration of Vice Chairman and Director

3. Increasing the remuneration of Executive Director, Business Development, Human Resources, Procurement and Projects

4. Increasing the remuneration of Executive Director Corporate Finance

5. Increasing the remuneration of Director Support Services

6. Alteration of Articles of Association of the Company

7. Disclosures: i. Disclosures on materially significant related party transactions that may have potential conflict with the

interests of company at large

There are no materially significant related party transactions that may have potential conflict with the interests of company at large except the details of the transactions disclosed in the Notes forming part of the Accounts as required under Accounting Standards 18 of the Institute of Chartered Accountants of India. All related party transactions are negotiated at arm’s length price and have been reviewed by the

Year Date Time Venue

2014-15 30.09.2015 3.30 pm Osler Hall, KIMS North

2013-14 30.09.2014 3.30 pm Osler Hall, KIMS North

2012-13 28.09.2013 5.00 pm Osler Hall, KIMS North

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MANAGEMENT DISCUSSION &ANALYSIS REPORT

The Company has been growing over the years and has been expanding its business in new areas. Considering this fact, this report contains various aspects for the overall growth of the healthcare industry and the future prospects of the Company based on the Audited Consolidated Financial Statements and notes thereto for the year ended 31st March, 2016.

MARKET

Reports show thatthe overall Indian healthcare market today is worth US$ 100 billion and is expected to grow to US$ 280 billion by 2020, which is a Compound Annual Growth Rate (CAGR) of 22.9%. This growth is likely to be fuelled by the changing demographics, rising incomes, accelerated health awareness,

changing disease profile (towards lifestyle diseases), increasing penetration of health insurance, medical tourism, and the increasing bed count of hospitals across multiple clusters of the country. Healthcare delivery, which includes hospitals, nursing homes and diagnostics centres, and pharmaceuticals, constitutes 65 % of the overall market. There is a significant scope for enhancing healthcare services considering that healthcare spending as a percentage of Gross Domestic Product (GDP) is rising. Rural India, which accounts for over 70 % of the population, is set to emerge as a potential demand source. India requires 600,000 to 700,000 additional beds over the next five to six years, indicative of an investment opportunity of US$ 25-30 billion. Given this demand for capital, the number of transactions in the healthcare space is expected to witness an increase in near future. The

KIMS has touched my life, thanks to its wonderful doctors and staff. Thank you KIMS

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Cluster Operational beds

KIMS Healthcare Management Limited 650 beds

KIMS Hospital, Kochi 185 beds

KIMS Cancer Care and Research Centre Private Limited NA

KIMS Bellerose Institute of Medical Sciences Private Limited 90 beds

KIMS Kollam Multi-speciality Hospital (India) Private Limited 100 beds

KIMS Al Shifa Healthcare Private Limited 600 beds

Bibi Hospitals Private Limited 150 beds

KIMS Wellness Centre, Trivandrum NA

KIMS Wellness Centre, Kochi NA

patient, then care has not been delivered at all.Milestones in the year 2015-16

• Launch of Amrutham - Organ donation awareness campaign

• First awake craniotomy performed in KIMS Trivandrum

• Rare liver stenting at KIMS Trivandrum• First cerebral bypass procedure• First Laryngology department started in KIMS• Inauguration of KIMS Kottayam• KIMS signs MOU with Enaya Group, Saudi

Arabia• Started Acute Care Unit • Inauguration of KIMS Spine Foundation• Launch of Genetic research and study in KIMS• Foundation stone laying ceremony of KIMS

Kollam Annex

KIMS International Patient Relations (IPR) offers it’s patients from overseas world-class treatment,

personalized attention and a comfortable stay.Understanding the importance of cultural differences and the uncertainties that go with them, KIMS International Patient Care center ensures that the foreign nationals are given personal assistance for enabling hassle-free procedures during the various course of treatment.

HIGHLIGHTS

• Single window facility• Ultra-modern designer rooms• Arrangements for medical visa• Liasioning with Insurance and GPs• Airport pick up, drop and travel support• Hi –tech ambulance• Multi cuisine restaurant• Currency exchange and travel desk• Trained multi lingual staff and translators• Co-ordination for sight-seeing and tour arrangements

CLUSTER-WISE DETAILS FUTURE OUTLOOK

With the plans for a new block at Trivandrum, Kottayam, Kollam and initiation of a new project at Nagercoil, your Company is foreseeing many opportunities for growth and expansion. As we move ahead, we aim to enhance our economies of scale

and cost efficiencies, thereby increasing our revenue and profitability. Focusing on our vision – “To be a model of excellence for the provision of healthcare and wellness services”, your Company would strive to focus on investing in latest technology, attracting and retaining skilled physicians and surgeons and developing our expertise in serving the increased demand for healthcare services.

average investment size by private equity funds in healthcare chains has already increased to US$ 20-30 million from US$ 5-15 million.

CURRENT HEALTHCARE MARKET IN INDIA

The existing contrast in the availability of India’s healthcare seems as large as its population. The majority of India lives below the poverty line in rural areas and has extremely limited access to medical care. Most rely on homeopathic or cultural remedies. Besides that, Indian people expenditure in healthcare is one of the lowest in the world. Thirdly, from capacity view point, the bed density has been quite low compared to the global median. The stark inequality of available healthcare has shaped the current market environment. Besides the lack of overall healthcare infrastructure, the second most important influence on India’s healthcare industry is its lack of a medically insured population and high out-of-pocket expenditure (71.13%).

SOCIAL HEALTH INITIATIVES

It is both challenging and expensive to try to attain the goal of universal health coverage in a country where most of its people are unemployed or employed informally. India’s universal health plan that aims to offer guaranteed benefits to a sixth of the world’s population will cost an estimated Rs 1.6 trillion (US$ 23.72 billion) over the next four years. From 1948 to now, the Indian government has launched a series of social health insurance schemes to ensure healthcare access to the middle and upper classes as well as the poor and other special populations.

KEY GROWTH DRIVERS

A combination of demographic and economic factors are expected to drive growth in the healthcare delivery market in India. The following can be considered as the key factors for growth:

1. India’s overall bed density is lower as compared to the global median and other developing countries.

2. Increase in the population which will be augmented by increasing life expectancy and declining infant mortality.

3. Growth in the household income and disposable income.

4. Increase in lifestyle related, non-communicable illnesses.

5. Lower per capita expenditure by the Government, which enables the private players to penetrate and make their presence.

6. Relatively lower cost for healthcare as compared to the developed countries makes India an attractive destination for medical tourism.

7. Increase in the demand for healthcare delivery services due to increase in the urbanization

and awareness for preventive and curative healthcare.

MEDICAL TOURISM INDUSTRY

Over the years, India has grown to become a top-notch destination for medical value travel because it scores high over a range of factors that determines the overall quality of care. The Indian medical tourism industry is pegged at US$ 3 billion per annum, with tourist arrivals estimated at 230,000. The Indian medical tourism industry is expected to reach US$ 6 billion by 2018, with the number of people arriving in the country for medical treatment set to double over the next four years. With greater number of hospitals getting accredited and receiving recognition, and greater awareness on the need to develop their quality to meet international standards, Kerala aims to become India’s healthcare hub in five years.The high-end healthcare system in India is as good as the best in the world. India maintains not only a robust accreditation system but also a large number of accredited facilities (about 275 such facilities that match any global infrastructure). India has a good number (22) of JCI (Joint Commission International) accredited hospitals and compares well with other countries in Asia. These set of approved hospitals in India can provide care at par or above global standards.

COMPANY REVIEW

KIMS is a 650-bed multi-specialty tertiary care hospital, having its flagship hospital in Trivandrum, where a competent team of specialists and sophisticated technology come together to deliver high-quality medical aid. Launched in January 2002, KIMS has emerged as one of the leading centers of pioneering medical work, research and academics in South India with a global outreach. Later, KIMS made its presence in Kochi with a 154-bedded hospital with the help of a team of highly qualified and experienced consultants who have proved their caliber at their respective fields. Over the years, operation have been extended to Kollam, Kottayam, Perinthalmanna and Hyderabad.

The commitment that defines every aspect of the clinical care, research and education at KIMS Group is to reach out to the community and beyond, to make quality, world-class healthcare affordable and accessible.

KIMS has invested immensely in the area of quality and safe patient care. KIMS in 2006 successfully completed both National Accreditation Board for Hospitals (NABH) and Australian Council on Healthcare Standards International (ACHSI) accreditation thus becoming the first hospital in India with both National & International accreditations. KIMS mission of ‘Care with Courtesy, Compassion and Competence‘, is rooted deeply in the belief that if quality care is not delivered to each and every

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EBITDA RATIO (%) EBITDA (Rs.in Mn) PE RATIO (In Rs.)

Market Price / Earnings Per Share Earnings per share =

Basic Earnings per shareMarket Price = Highest transfer /

issue price

(Operating Revnue-Operating Expenditure)

DEBT EQUITY RATIO (In %)RETURN ON CAPITAL EMPLOYED RATIO (In %)

EBITDA / (Total Assets -Current Liabilities)

Long Term Debt / Shareholders Fund

17.8%19.8% 25.2% 14.4% 22.0% 18.1%

797.3 709.4 604.4 15.7 13.5 10.3

(EBITDA/Operating Revenue)

2015-16

2015-16 2015-16

2015-16 2015-162014-15

2014-15 2014-15

2014-15 2014-152013-14

2013-14 2013-14

2013-14 2013-14

RATIO ANALYSIS

HOW WE EARN ONE RUPEE ?

50%Operational Expenditure

6% Depreciation

18% Employee cost

17%Professional fees

6% Administration

cost

2%Other Income

24%Clinical Department

6%Restaurant

6%Registration/Consultation

6%Room Rent

34%Pharmacy

22%Laboratory

HOW WE SPEND ONE RUPEE ?

3% Finance cost

EMPLOYEEAGE GROUP (in%)

Above 56 46 - 55 36-45 26-35 Below 25

EMPLOYEECATEGORISATION

ContractProfessionals\Others

ParaMedicals Nurses Doctors

EMPLOYEE GENDER RATIO 2015-16

63% Female37% Male

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Nursing Excellence Certification - NABH

KIMS Expressions won the CMO Asia National Award for Best In - house Magazine

NIB Awards 2016 for KIMS Expressions

AWARDS & RECOGNITIONS DURING THE YEARO

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First birthday celebration of patient Adrin who underwent liver transplant at KIMS when he was

11 months old

Pink Volunteer Camp( Cancer Awareness Programme )

COO Meet

Inauguration of CME on Organ transplantion: Nursing care Perspective

Vaibhava - A special summer workshop and artwork exhibition of children under the Department of Holistic Medicine and Learning

Enhancement

Inauguration of CME on Biomedical Engineering

Inauguration of Ayurveda Week

Infection Control Book Release

EVENTS DURING THE YEAR

Inauguration of Liver FoundationAlia Fathima - A pediatric liver transplant performed by KIMS under a special order issued by the High Court of Kerala

Inauguration of KIMS Liver ClinicPress Meet KIMS & Medgenome Collaboration

on Genomics Center

ACHIEVEMENTS DURING THE YEAR

Hi-tech Ambulance Flag offInauguration of AmruthamA campaign to create awareness and promote the cause of organ sharing

Inauguration of Spine Foundation Inauguration of Sakhi ( A Breast Cancer Detection Initiative)

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Inauguration of Excel Paces

Inauguration of World Health Day

Inauguration of National Conference on Evaluation and Managementof Fascial Dysfunctions

Inauguration of Gynecologic Update 2016Inauguration of Mothers Day

Inauguration of CME on Respiratory Medicine

Inauguration of Nutrition Week

Launch of Sawharrdham Logo

EVENTS DURING THE YEAR

Inauguration of EMTOX 2015

Inauguration of World Liver Day

Inauguration of World Daibetic Day

Inauguration of International Nurses WeekInauguration of World Heart Day

Inauguration of World Physiotherapy week

Inauguration of World Asthma Day

Inauguration of CEDET 2016

EVENTS DURING THE YEAR

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II phase of KIMS Kollam Foundation Stone Laying Ceremony

Inauguration of Save a Knee Foudation at KIMS Kottayam

Inauguration of MRI Scan - KIMS Kottayam

Balamithra was launched at Kendriya Vidyalaya, NAD, Aluva - KIMS Kochi

Launch of Good Neighbour’s Privilege Health Scheme - KIMS Kochi

Inauguration of Laryngology Clinic - KIMS Kottayam

World Heart Day observed with Kochi Metro Workers - KIMS Kochi

Pollution Control Board Award - KIMS Al-Shifa

ACHIEVEMENTS AND EVENTS DURING THE YEAR

Doctors Day Celebration

Inauguration of Brain Tumor Update 2016

Inauguration of KIMS Geriatric Specialty Clinic

Inauguration of Family Medicine Update 2016

Walkathon - Organ Donation Day 2016

Inauguration of National Safety Week

EVENTS DURING THE YEAR

World Voice Day Celebration Inauguration of CME on Disaster Management

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I am grateful for the top class facility and affordable treatment provided to me

FINANCIAL STATEMENTSSTANDALONE

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF KIMS HEALTHCARE MANAGEMENT LIMITED

REPORT ON THE STANDALONE FINANCIAL STATEMENTS

We have audited the accompanying standalone financial statements of KIMS Health Care Management Limited (the “Company”), which comprise the balance sheet as at 31 March 2016, the statement of profit and loss and the cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information.

MANAGEMENT’S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting

Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters

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which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

OPINION

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2016 and its profit and its cash flows for the year ended on that date

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit;

(b) in our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the directors as on 31 March 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2016 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in Annexure B; and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. the Company has disclosed the impact of pending litigations on its financial position in its financial statements – Refer Note 2.30 to the financial statements

ii. ii. the Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there has been no delay in transferring amounts, required to be transferred to the Investor Education and Protection Fund by the Company

for B S R AND ASSOCIATES LLPChartered AccountantsFirm registration No.: 116231W/W-100024

CHANDRASHEKHAR BPartner | Memb. No. 114161

Thiruvananthapuram4 June 2016

Sd/-

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

The Annexure referred to in our Independent Auditor’s Report to the members of the Company on the standalone financial statements for the year ended 31 March 2016, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company

(ii) The inventory has been physically verified by the management during the year. In our opinion, the frequency of such verification is reasonable. The discrepancies noticed on verification between the physical stocks and the book records were not material.

(iii) The Company has granted an unsecured loan to one of it’s subsidiary covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). In our opinion and according to the information and explanations given to us and based on legal interpretation, the Company does not consider the reimbursement of costs and outstanding against the same to fall under the purview of loans.

(a) In our opinion, the rate of interest and other terms and conditions on which the loan had been granted to the subsidiary covered in the register maintained under Section 189 of the Act was not, prima facie, prejudicial to the interest of the Company.

(b) In the case of the unsecured loan granted to the subsidiary, the terms of the loan arrangement do not stipulate any repayment terms of principle/ interest and are repayable on demand. The borrower has been regular in the payment of the principal and interest as and when the same has been demanded by the Company.

(c) As the loan has been fully repaid during the year, there are no overdue amounts. Accordingly,

paragraph 3 (iii) (c) of the Order is not applicable.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of section 185 and 186 of the Act, with respect to the loans, guarantees given and investments made.

(v) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed thereunder, where applicable with regard to the deposits accepted from the public.

(vi) We have broadly reviewed the books of account relating to materials, labour and other items of cost maintained by the Company pursuant to the Rules made by the Central Government for the maintenance of cost records under section 148 of the Companies Act, 2013 and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of duty of excise.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employees’ state insurance, income tax, sales tax, value added tax, duty of customs, service tax, cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of income tax, sales tax, value added tax, duty of customs, service tax and cess which have not been deposited with the appropriate authorities on account of any dispute.

However, according to information and explanations given to us, the following dues of luxury tax have not been deposited by the Company on account of disputes:

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(viii) In our opinion and according to the information and explanations given to us, The Company has not defaulted in repayment of dues to its banks. The Company did not have any outstanding debentures and dues to financial institutions during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments). According to the information and explanations given to us, the term loans taken by the Company have been applied for the purposes for which they were raised.

(x) According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

(xi) According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and

188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

for B S R AND ASSOCIATES LLPChartered AccountantsFirm registration No.: 116231W/W-100024

CHANDRASHEKHAR BPartner | Memb. No. 114161

Thiruvananthapuram4 June 2016

Sd/-

ANNEXURE B TO THE INDEPENDENT AUDITORS’ REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (“THE ACT”)

We have audited the internal financial controls over financial reporting of KIMS Health Care Management Limited (“the Company”) as of 31 March 2016 in con-junction with our audit of the standalone financial statements of the Company for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets,

Sd/-

Name of the statute

Nature of dues Amount (in Rs.)

Period to which the amount relates

Forum where dispute is pending

The Kerala Tax on Luxuries Act, 1976

Luxury tax demand

9,938,169* 2009 – 10 Sales Tax Appellate Tribunal,Thiruvananthapuram

* Rs 1,710,295 has been paid under protest against this demand

the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

Because of the inherent limitations of internal finan-cial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate be-cause of changes in conditions, or that the degree of compliance with the policies or procedures may de-teriorate.

OPINION

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

for B S R AND ASSOCIATES LLPChartered AccountantsFirm registration No.: 116231W/W-100024

CHANDRASHEKHAR BPartner | Memb. No. 114161

Thiruvananthapuram4 June 2016

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Notes As at

31 March 2016As at

31 March 2015

EQUITY & LIABILITIES

Share Holders’ fundShare Capital 2.1 1,003,271,000 1,003,271,000 Reserves & Surplus 2.2 2,409,390,528 2,168,067,279

3,412,661,528 3,171,338,279

Non Current Liabilities

Long - Term Borrowings 2.3 491,361,677 696,792,673

Deffered Tax Liabilities (Net) 2.4 54,834,600 72,526,900

Other Long - Term Liabilities 2.5 28,777,197 24,642,013 Long - Term Provisions 2.6 39,719,000 28,127,000

614,692,474 822,088,586 Current Liabilities

Short - Term Borrowings 2.7 95,829,437 719,969,795

Trade Payables 2.8

Total outstanding dues of micro and small enterprises - -

Total outstanding dues of creditors other than mi-cro and small enterprises

192,952,278 175,316,704

Other Current Liabilities 2.9 484,414,930 451,708,379

Short - Term Provisions 2.10 124,035,453 106,232,209

897,232,098 1,453,227,087

4,924,586,100 5,446,653,952 ASSETS

Non - Current AssetsFixed Assets

- Tangible Fixed Assets 2.11 1,692,566,484 1,676,173,799 - Intangible Fixed Assets 2.12 10,934,105 10,515,497

- Capital Work-in Progress 118,863,669 62,286,324

Non - Current Investment 2.13 2,178,332,575 1,855,813,986 Long - Term Loans and Advances 2.14 113,217,060 198,827,430 Other Non-Current Assets 2.15 6,949,702 11,256,618

4,120,863,595 3,814,873,654 Current Assets

Inventories 2.16 159,685,748 127,515,673

Trade Receivables 2.17 319,940,150 279,150,210 Cash & Bank Balances 2.18 182,588,319 1,073,621,518 Short Term Loans and Advances 2.19 75,412,304 63,684,680

Other Current Assets 2.20 66,095,984 87,808,217

803,722,505 1,631,780,298

4,924,586,100 5,446,653,952

BALANCE SHEET AS AT 31 MARCH 2016 (All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

Significant accounting policies 1The notes referred to above form an integral part of the standalone financial statements

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

Notes For the year ended

31 March 2016For the year ended

31 March 2015

REVENUE

Revenue from Operations 2.21 4,087,539,049 3,672,305,426

Other Income 2.22 84,171,721 141,001,665

TOTAL REVENUE 4,171,710,770 3,813,307,091

EXPENSES

Purchase of medicines and consumables 1,478,734,374 1,386,128,704

Changes in inventories of medicines and consumables 2.23 (29,611,245) (40,927,278)

Employee benefits expense 2.24 656,708,590 542,866,616

Other expenses 2.25 1,193,688,153 1,086,475,031

CSR expenditure 2.26 8,521,607 5,131,447

Finance cost 2.27 111,551,390 117,094,911

Depreciation and amortisation 2.28 200,357,928 183,403,214

TOTAL EXPENSES 3,619,950,797 3,280,172,645

Profit before taxes 551,759,973 533,134,446

Provision for tax: 2.29

Current tax 212,082,000 184,596,000

Deferred tax (credit) / charge (13,051,600) (657,581)

Profit after taxes 352,729,573 349,196,027

Earning per share (equity share of face value of Rs.10 each) 2.31

Basic 4.59 4.82

Diluted 3.21 3.30

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2016(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

Significant accounting policies 1The notes referred to above form an integral part of the standalone financial statements

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

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For the year ended 31 March 2016

For the year ended 31 March 2015

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxes 551,759,973 533,134,446

Adjustments for :

Depreciation and amortisation 200,357,928 183,403,214

Unrealised loss on foreign exchange restatement - 2,563,031

Loss on sale of fixed assets 979,197 1,112,094

Bad debts written off - 7,559,400

Provision for doubtful debts 17,491,233 -

Interest expense 111,551,390 115,199,851

Interest income (43,945,226) (110,773,455)

Operating cash flows before working capital changes 838,194,495 732,198,581

(Increase) in trade receivables (58,281,173) (100,742,132)

(Increase) in inventories (32,170,075) (40,342,496)

(Increase)/decrease in loans and advances 733,817,974 (329,508,974)

Increase in liabilities and provisions 32,794,032 127,076,435

Cash generated by operating activities before taxes 1,514,355,253 388,681,414

Income taxes paid (173,861,232) (224,548,792)

Net cash generated by operating activities (A) 1,340,494,021 164,132,622

CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale of fixed assets 882,414 476,939

Purchase of fixed assets (223,483,102) (378,351,273)

Purchase / advance for investments (358,038,212) (1,418,628,319)

Interest received 60,496,962 111,834,308

Net cash used in investing activities (B) (520,141,938) (1,684,668,345)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issue of share capital - 1,000,000,000

Dividend paid including dividend tax (102,636,209) (79,880,909)

Long-term borrowings availed (156,001,930) 428,866,001

Short-term borrowings availed / (repaid) (624,140,358) 209,267,416

Interest paid (118,803,505) (104,710,851)

Net cash generated /(used in ) from financing activities (C) (1,001,582,002) 1,453,541,657

Net increase in cash and cash equivalents (A+B+C) (181,229,919) (66,994,066)

Cash and cash equivalents at the beginning of the year 231,169,621 298,163,687

Cash and cash equivalents at end of the year 49,939,702 231,169,621

(refer to note (a) below and note 2.18- Cash and bank balances)

CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2016(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

Note(a): Cash and cash equivalents at the end of the year is net of book overdrafts amounting to Rs 1,690,429 (previous year: Rs 8,602,694)The notes referred to above are an integral part of the standalone financial statements.

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 BACKGROUNDKIMS HealthCare Management Limited (‘the Company’) was incorporated on 17 August 1995 as a public limited company. The registered office of the Company is located at PB No.1 Anayara P O, Trivandrum, Kerala. The Company is primarily engaged in the business of running hospitals. The Company is a subsidiary of Condis India Healthcare Limited, Trivandrum, Kerala.

1.2 BASIS OF ACCOUNTING AND PREPARATION OF FINANCIAL STATEMENTSThese financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles (GAAP) under the historical cost convention on the accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Act, as applicable, Accounting Standards issued by the Institute of Chartered Accountants of India and other generally accepted accounting principles in India. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. All amounts included in the standalone financial statements are reported in Indian rupees, except share and per share data, and have been rounded off to nearest rupee.

1.3 USE OF ESTIMATES

The preparation of the standalone financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes and the useful lives of fixed tangible assets and intangible assets.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the standalone financial statements.

1.4 TANGIBLE AND INTANGIBLE FIXED ASSETS Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes freight, duties, taxes and other incidental expenses related to the acquisition of those fixed assets. In respect of major projects involving construction, related directly attributable costs form part of the value of assets capitalised. Borrowing cost directly attributable to acquisition / construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended use is capitalized. Intangible asset is recorded at its acquisition cost.

Advances paid towards the acquisition of fixed assets, outstanding at each balance sheet date are shown under long-term loans and advances.

The cost of the fixed asset not ready for their intended use before such date is disclosed under capital work-in-progress.

1.5 DEPRECIATION AND AMORTISATIONDepreciation on tangible assets is provided on the straight-line method over the useful lives of assets estimated by the Management. Depreciation for assets purchased / sold during a period is proportionately charged.

The management estimates the useful lives for the fixed assets as under:

ASSET USEFUL LIVES (YEARS)

General and hospital equipments * 10Computer 3Furniture and fixtures 10Electrical fittings 10Office equipments 5Buildings * 53Books * 1Vehicles 8 Leasehold improvements are amortized over the period of the lease or estimated useful lives of assets, whichever is lower.

Intangible assets comprising computer software are amortized over their estimated useful lives of three years from the date of capitalization.

Goodwill on amalgamation is capitalized and amortized over a period of 5 years from the date of the event.

* For the above mentioned class of assets, the Company believes that the useful lives as given above best represent the useful lives of assets based on an internal assessment and supported by technical advice, where necessary, which is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

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1.6 IMPAIRMENTThe786 Company assesses at each balance sheet date whether there is any indication that an asset forming part of its cash generating units may be impaired. If any such indications exists, the Company estimates the recoverable amount of the asset or the group of assets comprising, a cash generating unit. For an asset or a group of assets that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than the carrying amount, the carrying amount is reduced to its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the book value that would have been determined; if no impairment loss has been recognized.

1.7 INVESTMENTSLong-term investments are carried at cost less any other-than-temporary diminution in value, determined separately for each individual investment.

1.8 INVENTORIESInventories are valued at the lower of cost and net realisable value. Cost of inventories comprises purchase price and other costs incurred in bringing the inventories to their present location and condition. Cost of pharmacy medicines and medical consumables are determined by applying the weighted average cost method method. The comparison of cost and net realisable value is made on an item-by-item basis.

1.9 REVENUE RECOGNITIONThe Company derives its revenue primarily from rendering medical and healthcare services. Income from medical and healthcare services comprises of income from hospital services and sale of pharma products.

Revenue from hospital services to patients is recognised as revenue when the related services are rendered unless significant future uncertainties exist. Revenue is also recognised in relation to the services rendered to the patients who are undergoing treatment/observation on the balance sheet date to the extent of services rendered.

Income from academic service is recognized as revenue as and when the related services are rendered unless significant future uncertainties exist.

Revenue from sale of pharma products within hospital premises is recognised on sale of medicines and similar products to the buyer. The amount of revenue recognised is net of sales returns and exclusive of sales tax, discounts and revenue shared.

‘Unbilled revenue’ represents value of medical and healthcare services rendered in excess of amounts billed to the patients as at the balance sheet date

Interest on deployment of surplus funds is recognized using the time proportionate method, based on the transactional interest rates. 1.10 FOREIGN CURRENCY TRANSACTIONSForeign currency transactions are recorded using the exchange rate prevailing on the dates of the respective transaction. Exchange differences arising on foreign currency transactions settled during the year are recognized in the statement of profit and loss for the year.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rates on that date. The resultant exchange differences are recognized in the statement of profit and loss. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

1.11 FORWARD CONTRACTSPremium or discount arising at the inception of forward exchange contracts is amortized as expense or income over the life of the contract. Any profit or loss arising on the cancellation or renewal of forward contracts is recognized as income or as expense for the period. The Company does not use the foreign exchange forward contracts for trading or speculation purposes.

In relation to the forward contracts entered into to hedge the foreign currency risk of the underlying outstanding at the balance sheet date, the exchange difference is calculated as the difference between the foreign currency amount of the contract translated at the exchange rate at the reporting date, or the settlement date where the transaction is settled during the reporting period, and the corresponding foreign currency amount translated at the later of the date of inception of the forward exchange contract and the last reporting date. Such exchange differences are recognized in the profit and loss account in the reporting period in which the exchange rates change.

1.12 BORROWING COSTInterest and finance charges on borrowings which are not attributable to acquisition/construction of fixed assets which take substantial period of time to get ready for its intended use are recognised as expenditure in the statement of profit and loss.

1.13 INCOME TAXES

The current income tax charge is determined in accordance with the relevant tax regulations applicable to the Company in India.

Deferred tax charge or credit is recognised for the future tax consequences attributable to timing difference that result between the profit offered for income taxes and the profit as per the financial statements. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in future; however, when there is a brought forward loss or unabsorbed depreciation under taxation laws, deferred tax assets are recognised only if there is virtual certainty of realization of such assets. Deferred tax assets are reviewed at each balance sheet date and written down or written up to reflect the amount that is reasonably/virtually certain to be realised.

The Company offsets, on a year on year basis, the current tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

1.14 EMPLOYEE BENEFITS

Short-term employee benefitsEmployee benefits payable wholly within twelve months of receiving employee services are classified as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognised as an expense as the related service is rendered by employees.

Post-employment benefitsDefined contribution plans

Contributions payable to the recognized provident fund, which is a defined contribution scheme, is made monthly at predetermined rates to the appropriate authorities and charged to the statement of profit and loss on an accrual basis. There are no other obligations other than the contribution payable to the respective fund.

Defined benefit plansGratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date, carried out by an independent actuary. The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional units of employee benefit entitlement and measures each unit separately to build up the final obligation.

Compensated absencesLeave encashment, a defined benefit plan, is accrued based on an actuarial valuation at the balance sheet date, carried out by an independent actuary. Actuarial gain/losses are immediately taken to the statement of profit and loss and are not deferred.

1.15 LEASESLeases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item, are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term.

Lease income from operating leases is recognised in the statement of profit and loss on a straight line basis over the lease term unless another systematic basis is more representative of the time pattern in which benefit derived from the leased asset is diminished. Costs, including depreciation, incurred in earning the lease income are recognised as expenses.

1.16 EARNINGS PER SHAREThe basic earnings per share (‘EPS’) is computed by dividing the net profit after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period unless issued at a later date. In computing dilutive earning per share, only potential equity shares that are dilutive i.e. which reduces earnings per share or increases loss per share are included.

1.17 PROVISIONS AND CONTINGENT LIABILITIESThe Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When the likelihood of outflow of resources, in case of a possible obligation or a present obligation is remote no provision or disclosure is made.

Provision for onerous contracts i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognised when it is possible that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.

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1.18 CASH AND CASH EQUIVALENTSCash and cash equivalents comprise of cash-in-hand and balance in bank in current accounts and deposit accounts. All short term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value to be cash equivalents.

1.19 CASH FLOW STATEMENTCash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

2.1 SHARE CAPITAL As at 31 March 2016 As at 31 March 2015Number of

Shares Amount

Number of Shares

Amount

AUTHORISED

Equity shares of Rs. 10 each 70,999,000 709,990,000 70,999,000 709,990,000

Class A equity shares of Rs. 10 each 1,000 10,000 1,000 10,000

Compulsorily convertible cumulative prefer-ence shares of Rs. 10 each

40,000,000 400,000,000 40,000,000 400,000,000

111,000,000 1,110,000,000 111,000,000 1,110,000,000

ISSUED, SUBSCRIBED AND PAID-UP

Equity shares of Rs. 10 each 70,024,069 700,240,690 70,024,069 700,240,690

Class A equity shares of Rs. 10 each 1,000 10,000 1,000 10,000

Compulsorily convertible cumulative prefer-ence shares of Rs. 10 each

30,302,031 303,020,310 30,302,031 303,020,310

100,327,100 1,003,271,000 100,327,100 1,003,271,000

Reconciliation of shares outstanding at the be-ginning and at the end of the reporting period

Equity shares of Rs. 10 each fully paid-up

At the beginning of the year 70,024,069 700,240,690 50,024,069 500,240,690

Issued during the year - - 20,000,000 200,000,000

At the end of the year 70,024,069 700,240,690 70,024,069 700,240,690

Class A equity shares of Rs. 10 each

At the beginning and at the end of the year 1,000 10,000 1,000 10,000

1,000 10,000 1,000 10,000

Compulsorily convertible cumulative prefer-ence shares of Rs. 10 each

At the beginning and at the end of the year 30,302,031 303,020,310 30,302,031 303,020,310

30,302,031 303,020,310 30,302,031 303,020,310

RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO EQUITY SHARES

The Company has two classes of equity shares.

(a) CLASS A EQUITY SHARES: Shall be entitled to voting rights equal to 51% in the fully diluted equity share capital of the Company and not entitled to receive any dividends. In the event that the Class A Shareholders hold ordinary equity shares in the Company, then the voting rights attached to the Class A equity shares shall be reduced to the extent of such ordinary equity shareholding.

(b) ORDINARY EQUITY SHARES: The ordinary equity shares are entitled to receive dividend as declared from time to time after payment of dividend to preference shareholders. The voting rights of an equity shareholder on a poll (not on show of hands)

are in proportion to shareholders’ share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeiture of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.

RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO PREFERENCE SHARES

Compulsorily convertible cumulative preference shares (CCCPS) were issued at par in December

As at 31 March 2016 As at 31 March 2015

Number of Shares% holding

in the class Number of

Shares % holding in the class

Condis India Healthcare Limited - holding company

Equity shares of Rs. 10 each 29,168,583 42% 28,748,183 41%

Class A equity shares of Rs. 10 each 1,000 100% 1,000 100%

Compulsorily convertible cumulative preference shares of Rs. 10 each

30,302,031 100% 30,302,031 100%

2.1 SHARE CAPITAL (Continued)a) Shares held by ultimate holding company/ holding company and their subsidiaries/ associates

As at 31 March 2016 As at 31 March 2015

Number of Shares% holding

in the class Number of

Shares % holding in the class

Condis India Healthcare Limited

Equity shares of Rs. 10 each 29,168,583 42% 28,748,183 41%

Class A equity shares of Rs. 10 each 1,000 100% 1,000 100%

Compulsorily convertible cumulative preference shares of Rs. 10 each

30,302,031 100% 30,302,031 100%

b) Details of shareholders holding more than 5% shares of the Company in each class of equity shares and preference shares

c) Details of buyback, bonus shares, shares issued for consideration other than for cash in the five years immediately preceding the balance sheet date

The Company has not allotted any fully paid-up equity shares by way of bonus shares nor has bought back any class of equity shares nor has there been any issue for consideration other than for cash during the period of five years immediately preceding the balance sheet date.

As at 31 March 2016

As at 31 March 20152.2 RESERVES AND SURPLUS

Securities premium account

At the commencement of the year 1,498,516,675 698,516,675

Additions during the year - 800,000,000

At the end of the year 1,498,516,675 1,498,516,675

Surplus in the statement of profit and lossBalance at the commencement of the year 669,550,604 433,302,264

Add: profit for the year 352,729,573 349,196,027

Less: depreciation adjustment (refer note below) (8,768,703) (10,311,478)

Balance at the end of the year 1,013,511,474 772,186,813

AppropriationsProposed dividend on CCCPS (dividend per share Rs. 0.85 (previous year Rs. 0.85) 25,756,726 25,756,726

Tax on proposed preference dividend 5,243,464 5,243,039

Proposed dividend on equity shares (dividend per share Rs. 0.85 (previous year Rs.0.85)

59,520,459 59,520,459

Tax on proposed equity dividend 12,116,972 12,115,985

Closing balance 910,873,853 669,550,604

Total reserves and surplus 2,409,390,528 2,168,067,279

2011. Preference shares carry a preferential right as to dividend over equity shareholders. Where dividend on cumulative preference shares is not declared for a financial year, the entitlement thereto is carried forward. The preference shares are entitled to one vote per share at meetings of the Company on any resolutions of the Company directly affecting their rights. However, a cumulative preference

shareholder acquires voting rights on par with an equity shareholder if the dividend on preference shares has remained unpaid for a period of not less than two years. In the event of liquidation, preference shareholders have a preferential right over equity shareholders to be repaid to the extent of capital paid-up and dividend in arrears on such shares.

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An amount of Rs. 8,768,703 (net of deferred tax of Rs.4,640,700) being depreciation of components of medical equipments identified having shorter useful life than the main equipment and representing the carrying amount of assets with revised useful life as nil) has been charged to the retained earnings pursuant to the requirement of Schedule II of lhe Companies Act, 2013.

As at 31 March 2016

As at 31 March 20152.3 LONG-TERM BORROWINGS

Secured loans from banks

Term loans 483,378,096 683,703,332

Vehicle loans 6,143,850 8,194,257

Unsecured term loans from others

Cisco Systems Capital (India) Private Limited 1,839,731 4,895,084

491,361,677 696,792,673

Note 1: Term loans from banks in Indian rupees are secured by equitable mortgage of certain immovable properties and hypothecation of the current assets of the Company and the rate of interest ranges between 11.25.% - 12.20% per annum. Loans are repayable in monthly/ quarterly instalments over a period of 36 to 82 months. Note 2: Term loan from State Bank of India (USD 250,772) as at March 31, 2015 is secured by equitable mortgage of certain immovable properties and hypothecation of the current assets of the Company and the rate of interest is Libor plus 3.25% per annum. Loan is repayable in 32 monthly instalments starting from April 2013. Note 3: Vehicle loans from banks are secured by hypothecation of the respective motor vehicles and the rate of interest ranges between 11%-12% per annum. Loan is repayable in 60 monthly instalments starting from April 2011.

Note 4: There are no defaults in repayment of principal or interest to lenders as at the balance sheet date.

As at 31 March 2016

As at 31 March 20152.4 DEFERRED TAX LIABILITIES (NET)

Deferred tax assets

Arising from timing differences in respect of:

Employee benefits 21,528,200 13,541,700

Other disallowances 6,053,400 340,400

27,581,600 13,882,100

Deferred tax liability

Excess of depreciation and amortisation on fixed assets under income-tax law over depreciation and amortisation provided in accounts

82,416,200 86,409,000

82,416,200 86,409,000

Deferred tax liabilities (net) 54,834,600 72,526,900

2.5 OTHER LONG-TERM LIABILITIES

Security deposits 23,837,851 16,707,497

Rent equalisation reserve 1,639,346 4,154,551

Deposits from students 3,300,000 3,779,965 28,777,197 24,642,013

2.6 LONG-TERM PROVISIONSFor employee benefitsGratuity (refer note 2.36) 29,814,000 20,197,000

Compensated absences 9,905,000 7,930,000 39,719,000 28,127,000

2.7 SHORT-TERM BORROWINGS Secured loans from banksCash credit 45,829,435 96,694,464

Short-term loans - loan against fixed deposits - 573,275,329

Unsecured loans from banksShort-term loans 50,000,002 50,000,002

95,829,437 719,969,795

Effective from April 1, 2014 the Company has charged depreciation based on the revised remaining useful life of the assets as per the requirement of Schedule II of lhe Companies Act, 2013. An amount of Rs. 10,311,478 (net of deferrcd tax of Rs. 5,457,619) representing the carrying amount of assets with revised useful life as nil, has been charged to the retained earnings pursuant to the provisions of the Companies Act, 2013.

As at 31 March 2016

As at 31 March 20152.8 TRADE PAYABLES

Total outstanding dues of micro enterprises and small enterprises* -

Total outstanding dues of creditors other than micro enterprises and small enterprises

192,952,278 175,316,704

192,952,278 175,316,704

*Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”) based on the information available with the Company are given below:

The principal amount remaining unpaid to any supplier as at the end of the year

- -

The interest due on the principal remaining outstanding as at the end of the year

- -

The amount of interest paid under the Act, along with the amounts of the payment made beyond the appointed day during the year

- -

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Act

- -

The amount of interest accrued and remaining unpaid at the end of the year

- -

The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under the Act

- -

2.9 OTHER CURRENT LIABILITIES

Current maturities of the long-term borrowings (refer note 2.3) 206,328,014 156,898,948

Interest accrued but not due on borrowings 3,236,885 10,489,000

Amount payable to bank under forward contract - 15,592,623

Book overdraft 1,690,429 8,602,694

Dues to creditors for capital goods 11,957,468 12,981,875

Accrued expenses and dues to other creditors 130,120,846 146,856,341

Accrued salaries and benefits 63,758,270 44,603,192

Statutory dues payables 21,129,799 19,832,960

Advance from patients 32,673,247 25,368,599

Advance fee from students 492,133 -

Unclaimed dividend 6,170,580 3,944,888

Unsecured deposits from others 5,000,000 5,000,000

Interest accrued and due on above 1,857,259 1,537,259

484,414,930 451,708,379

As at 31 March 2016

As at 31 March 20152.10 SHORT-TERM PROVISIONS

For employee benefits:

Compensated absences 4,561,000 3,576,000

Proposed dividend on preference shares 25,756,726 25,756,726

Tax on proposed preference dividend 5,243,464 5,243,039

Proposed dividend on equity shares 59,520,459 59,520,459

Tax on proposed equity dividend 12,116,972 12,115,985

Provision for tax, net of advance tax and tax deducted at source 16,836,832 -

Provision for wealth tax - 20,000

124,035,453 106,232,209

(a) Cash credit and short - term loans from banks carry interest ranging between 10.5% - 11.5% per annum and are repay-able on demand. (b) Loans from banks are secured by hypothecation of inventories, receivables, other current assets and equitable mortgage of certain immovable properties.

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As at 31 March 20152.13 NON-CURRENT INVESTMENTS

Unquoted investments (non- trade at cost)Investment in subsidiary:KIMS Pinnacle Cancer Care and Research Center Private Limited 22,257,992 (previous year : 7,106,000) equity shares of Rs. 10 each)

279,430,468 72,014,969

KIMS Bellerose Institute of Medical Science Private Limited (25,280,000 (previous year : 20,080,000) equity shares of Rs. 10 each)

252,800,000 200,800,000

KIMS Kollam Multi Speciality Hospital India Private Limited (24,598,706 (previous year : 21,617,247) equity shares of Rs. 10 each)

245,987,062 216,172,472

KIMS Nagercoil Institute of Medical Sciences Private Ltd ( 9,384,159 (previous year : 9,184,159) equity shares of Rs. 10 each)

93,841,590 91,841,590

KIMS Alshifa Hospital Private Limited (564,919 (previous year : 488,419) equity shares of Rs. 100 each)

974,108,334 942,819,834

Other investments

KIMS Holding Co B.S.C (2,139,746 (previous year : 2,139,746 ) equity shares of Bahrain dinar 1 each)

331,815,121 331,815,121

Investments in Corpus Fund of KIMS Trust 350,000 350,000

2,178,332,575 1,855,813,986

2.14 LONG-TERM LOANS AND ADVANCES

Unsecured ,considered good

Rent deposits 51,072,113 50,481,032

Electricity and other deposits 20,166,594 18,425,223

Advance for capital goods 27,856,117 94,415,003

Advance tax and tax deducted at source, net of provisions 13,948,976 35,332,912

Advance fringe benefit tax, net of provisions 173,260 173,260 113,217,060 198,827,430

2.15 OTHER NON-CURRENT ASSETSBalance with banks in deposit accounts (under lien) 6,949,702 7,503,628

Other deposits with banks (maturity period more than 12 months) - 3,751,413

Interest accrued on above - 1,577

6,949,702 11,256,618

2.16 INVENTORIESPharmacy medicines * 110,002,381 83,767,987

Surgical items and consumables * 39,318,530 36,732,834

Others * 10,364,837 7,014,852 159,685,748 127,515,673

* Do not individually exceed 10% of the total value of inventory2.17 TRADE RECEIVABLES Unsecured, Considered Good

Debts outstanding for a period exceeding six months from the date they are due for payment

86,724,393 53,435,045

Other debts 233,215,757 225,715,165 319,940,150 279,150,210

Unsecured, considered doubtful

Debts outstanding for a period exceeding six months from the date they are due for payment

17,491,233 -

Less: Provision for doubtful debts (17,491,233) - 319,940,150 279,150,210

2.18 CASH AND BANK BALANCESCash and cash equivalents

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

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2.19 SHORT-TERM LOANS AND ADVANCES

Unsecured, considered good

Due from subsidiary 213,197 29,718,986

Due from other related parties 4,830,399 3,026,844

Advance against investment in KIMS Holding Co. B.S.C. 35,519,623 -

Advance to suppliers of goods and services 17,342,926 6,977,587

Prepaid expenses 8,748,376 13,824,358

Advance to staff and other receivables 5,298,528 7,848,683

Fee receivable from students 3,459,255 2,288,222

75,412,304 63,684,680

2.20 OTHER CURRENT ASSETS

Unsecured, considered good

Forward contracts Receivable - 15,590,495

Interest accrued on fixed deposits 4,012,611 20,562,770

Unbilled revenue 62,083,373 51,654,952

66,095,984 87,808,217

2.21 REVENUE FROM OPERATIONS

Income from hospital and medical services 3,731,261,450 3,350,167,862

Sale of medicines 321,869,199 287,161,464 4,053,130,649 3,637,329,326

Other operating incomeIncome from academic services 25,408,400 25,976,100

Income from rent 9,000,000 9,000,000 34,408,400 34,976,100

4,087,539,049 3,672,305,426

2.22 OTHER INCOME Interest income on bank deposits 40,499,121 106,870,051

Interest on loan to subsidiary 3,446,105 3,903,404

Management fee 5,857,516 7,611,540

Franchise fee 6,626,856 4,632,836

Net profit on account of foreign exchange fluctuations 112,801 278,910

Miscellaneous income 27,629,322 17,704,924 84,171,721 141,001,665

2.23 CHANGES IN INVENTORIES OF MEDICINES AND CONSUMABLESOpening stock 120,500,821 79,573,543

Closing stock 150,112,066 120,500,821 (29,611,245) (40,927,278)

Cash on hand 8,421,792 2,880,449

Balance with banks in:Current accounts 34,884,854 23,402,746

Deposit accounts 8,323,485 213,489,120 51,630,131 239,772,315

Other bank balances (maturity period of 3 to 12 months)Balance in banks for margin money for guarantees and loans 11,427,961 712,819,858

Earmarked balance for unclaimed dividend 6,170,587 3,944,888

Deposit in banks under lien 20,343,784 11,321,697

Other deposits 93,015,856 105,762,760 182,588,319 1,073,621,518

As at 31 March 2016

As at 31 March 2015

2.25 OTHER EXPENSES

Rent 45,160,126 45,010,588

Power and fuel 149,418,778 140,327,452

Rates and taxes 5,400,728 3,933,501

Minor procedure expenses 14,627,352 11,403,637

Professional fees to doctors 617,789,970 546,671,205

Travel and conveyance 16,759,042 14,412,086

Legal, professional and consultancy 17,945,833 15,179,091

Advertisement and promotion 38,805,358 33,479,225

Water charges 15,364,028 30,244,650

Insurance 2,018,850 1,739,269

Repairs and maintenance - buildings 8,563,394 7,528,031

Repairs and maintenance - machinery and equipments 7,980,555 8,283,084

General maintenance 39,634,099 39,686,403

Security, housekeeping and other outsourced labour charges 134,469,724 122,026,044

Nursing college expense 6,271,905 4,922,250

Bad debts written-off - 7,559,400

Provision for doubtful debts 17,491,233 -

Printing and stationery 21,741,000 21,153,356

Net loss on account of foreign exchange fluctuations - 667,971

Credit card commission 7,524,388 6,183,394

Postage, telegram and telephone 7,508,925 6,584,653

Bank charges 2,086,961 2,883,981

Loss on sale / disposal of assets 979,197 1,112,094

Miscellaneous expenses 16,146,707 15,483,666

1,193,688,153 1,086,475,031

2.26 CSR EXPENDITURE

- Gross amount required to be spent during the year 8,056,336 5,131,447

- Amount spent during the year on

Construction/ acquisition of asset - -

On purposes other than above 8,521,607 5,131,447

8,521,607 5,131,447

2.27 FINANCE COST Interest 111,551,390 115,199,851

Net loss on account of foreign exchange fluctuations - 1,895,060 111,551,390 117,094,911

2.28 DEPRECIATION AND AMORTISATION Depreciation on tangible fixed assets 190,630,910 161,773,383

Amortisation on intangible fixed assets 9,727,018 21,629,831 200,357,928 183,403,214

2.29 TAX EXPENSE

Current tax 212,082,000 184,596,000

Deferred tax (Credit) /Charge (13,051,600) (657,581)

199,030,400 183,938,419

Salaries, wages and bonuses 553,329,612 458,037,291

Contribution to provident and other funds 66,367,056 55,840,555

Staff welfare and recruitment expenses 37,011,922 28,988,770 656,708,590 542,866,616

As at 31 March 2016

As at 31 March 20152.24 EMPLOYEE BENEFIT EXPENSES

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

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Year ended 31 March 2016

Year ended 31 March 20152.30 CAPITAL COMMITMENTS AND CONTINGENCIES

Estimated amount of contracts remaining to be executed on capital account (net of capital advances) and not provided for

29,291,240 25,024,747

Guarantees issued by banks (inclusive of guarantees given for EPCG scheme)

32,955,753 31,492,772

Guarantees issued by the Company on behalf of subsidiary to bank 120,000,000 120,000,000

Claims against the Company not acknowledged as debts -Provident Fund related matters

3,572,891 3,572,891

Employee bonus* 11,000,000 -

Year ended 31 March 2016

Year ended 31 March 20152.31 EARNINGS PER SHARE

Net profit attributable to equity share holders 321,730,234 318,196,262

Weighted average number of ordinary equity shares of Rs. 10 each outstanding during the year – basic

70,024,069 66,036,871

Earnings per share (EPS) (Rs.) – basic 4.59 4.82

Weighted average number of equity shares of Rs. 10 each out-standing during the year – diluted

100,327,100 96,339,902

Earnings per share (Rs.) – diluted 3.21 3.30

Calculation of net profit attributable to equity shareholders

Net profit for the year (as per the statement of profit and loss) 352,730,424 349,196,027

Less : preference dividend including tax on dividends 3,100,0190 30,999,765

Net profit attributable to equity shareholders 321,730,234 318,196,262

Calculation of weighted average number of equity shares for basic and diluted profit per share

Number of shares at the beginning of the year 70,024,069 50,024,069

Equity shares issued during the year - 20,000,000

Number of shares at the end of the year 70,024,069 70,024,069

Weighted average number of equity shares outstanding at the end of the year - basic

70,024,069 66,036,871

Dilutive instruments (Class A equity shares and Compulsorily convertible cumulative preference share)

30,303,031 30,303,031

Weighted average number of equity shares outstanding at the end of the year - diluted

100,327,100 96,339,902

Year ended 31 March 2016

Year ended 31 March 20152.32 AUDITORS REMUNERATION

(included in legal and consultancy, excluding service tax) Statutory audit 8,00,000 650,000

Tax audit 75,000 75,000

Other services 375,000 205,000

Total 1,250,000 930,000

* Employee bonus refers to amount payable to employees as per Payment of Bonus (Amendment) Act 2015 vis-à-vis retrospective application from 1 April 2014 to 31 March 2015. Company has relied on stay petition granted by the Honorable High Court of Kerala and Honorable High Court Madras against retrospective application of Pay-ment of Bonus (Amendment) Act 2015 from 1 April 2014. Pending disposal of the case, no provision has been made in the books of accounts. The Company has obtained an independent legal opinion in support of this.

2.36 GRATUITY

The following tables set out the status of the gratuity (defined benefit plan) as required under Accounting Standard-15:

Particulars 31 March 2016 31 March 2015

Obligations at the beginning of the year 28,826,000 21,611,000

Transfer In/(Out) 24,000 -

Service cost 6,451,000 5,391,000

Interest cost 2,248,000 1,967,000

Actuarial (gain) / loss 1,912,000 1,037,000

Benefits paid (3,686,000) (1,180,000)

Obligations at the end of the year 35,775,000 28,826,000

Change in plan assets

Plans assets at beginning of the year, at fair value 8,629,000 8,530,000

Expected return on plan assets 588,000 642,000

Actuarial gain (136,000) 11,000

Contributions 566,000 626,000

Benefits paid (3,686,000) (1,180,000)

Plans assets at the end of the year, at fair value 5,961,000 8,629,000

Reconciliation of the obligation and value of the plan assets:

Fair value of plan assets at the end of the year 5,961,000 8,629,000

Present value of defined benefit obligations at the end of the year 35,775,000 28,826,000

Net liability recognized in the balance sheet 29,814,000 20,197,000

Gratuity cost Service cost 6,451,000 5,391,000

Interest cost 2,248,000 1,967,000

Expected return on plan assets (588,000) (642,000)

Actuarial loss 2,048,000 1,026,000

Net gratuity cost 10,159,000 7,742,000

Year ended 31 March 2016

Year ended 31 March 2015

2.33 EXPENDITURE IN FOREIGN CURRENCYTravel and conveyance 1,845,597 3,723,793

Accreditation charges 302,070 3,838,289

Membership, subscription and sponsorship charges - 28,350

Advertisement and promotion 4,381,079 8,931,780Total 6,528,746 16,522,212

2.34 EARNINGS IN FOREIGN CURRENCYRevenue from services 250,861,556 187,741,576

Franchise income 6,626,856 4,632,836

Total 257,488,412 192,374,412

2.35 VALUE OF IMPORTS ON CIF BASISCapital goods 15,581,220 65,987,711

Total 15,581,220 65,987,711

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

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Assumptions 31 March 2016 31 March 2015

Interest rate per annum 7.5% 7.8%

Expected rate of return on plan assets 7.8% 8.00%

Expected rate of salary increase 5.00% 5.00%

Retirement age 60 years

Attrition

Up to 35 years of age 25% p.a, Above 35 years of age 4% p.a.

The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.

Up to 35 years of age 25% p.a, Above 35 years of age 4% p.a.

Details of experience adjustments

ParticularsAs at 31 March

2016 2015 2014 2013 2012

Defined benefit obligation 35,775,000 28,826,000 21,611,000 11,869,010 9,160,907

Plan assets 5,961,000 8,629,000 8,530,000 8,485,275 7,674,564

Surplus/(deficit) (29,814,000) (20,197,000) (13,081,000) (3,383,735) (1,486,343)

Experience adjustment on plan li-abilities

203,000 (1,486,000) 3,562,000 2,708,103 3,027,179

Experience adjustment on plan assets (152,000) 11,000 62,000 810,711 1,205,454

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

Year ended 31 March 2016

Year ended 31 March 20152.37 REMITTANCES IN FOREIGN CURRENCY ON ACCOUNT OF DIVIDEND

Number of non-resident share holders 3 3

Number of Equity Shares held by them (face value Rs.10 each) 699,358 699,358

Amount of dividend paid 696,452 594,454

Tax deducted at source Nil Nil

Year to which dividend relates 2014-15 2013-14

2.38 SEGMENT REPORTINGThe Company is engaged in the business of rendering health care and related services. The entire operations are organised and managed as one organisational unit with the same set of risks and returns, hence the same has been considered as representing a single primary segment. The Company renders its services in India only and does not have any operations in economic environments with different risks and returns; hence it is considered operating in a single geographic segment. Accordingly, no segment disclosure has been made in these financial statements.

2.39 LEASEA) THE OPERATING LEASE AS A LESSEEThe Company is obligated under non-cancellable operating leases for its office premises. Total rental expenses under such leases amounted to Rs 20,971,514 (previous year: Rs 28,481,052). Future minimum lease payments due under non-cancellable operating leases are as follows:

Year ended 31 March 2016

Year ended 31 March 2015

Not later than one year 20,400,000 21,469,500

Later than one year and not later than five years 11,900,000 32,300,000

Later than five years - -

32,300,000 53,769,500

The Company is also obligated under cancellable operating leases for residential and office space. Total rental expense under cancellable operating leases during the year was Rs.24,188,612 (Previous year: Rs.16,529,536).

B) OPERATING LEASE AS A LESSORThe Company has leased out building under operating lease. There is no escalation or renewal clause in the lease agree-ments and sub-letting is not permitted. The lease is cancellable and the total lease income recognised during the year was Rs9,000,000 (Previous year: Rs9,000,000).

2.40 DERIVATIVES AND UN-HEDGED FOREIGN CURRENCY EXPOSURE

(a) There are no un-hedged foreign currency receivables/ payables and no outstanding derivative instruments as at the balance sheet date.

(b) During the previous year, the Company had entered into forward contracts to hedge its foreign exchange fluctua-tion risk associated with the repayment of foreigncurrency borrowing from State Bank of India aggregating to USD 250,772. The aforesaid loan has been repaid during the year and forward contract has been settled.

KIMS HEALTHCARE MANAGEMENT LTDNOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

2.41 RELATED PARTIES

1. Names of related parties and description of relationship:

Particulars Name of the parties

Holding and ultimate holding company Condis India Healthcare Limited, India

Subsidiary company

KIMS Cancer Care and Research Center Private Limited, IndiaKIMS Bellerose Institute of Medical Science Private Limited, India.KIMS Kollam Multi Speciality Hospital India Private Limited, IndiaKIMS Alshifa Hospital Private Limited, IndiaKIMS Nagercoil Institute of Medical Sciences Private Limited, India

Key management personnel (KMP)

Dr.M.I Sahadulla – Chairman and Managing DirectorDr.G.Vijayaraghavan – Vice Chairman and DirectorMr.C.H.A.Raheem – Executive DirectorMr.E.M.Najeeb - Executive DirectorMr.E. Iqbal – Whole Time DirectorDr. P.M. Zuhara-Director

Relative of key managerial personnel Mr. Sameer Sahadulla, Mr. Safar Iqbal, Mr. Tariq E.N

Particulars Name of the parties

Entities in which KMP has significant influence

Air Travel Enterprises India Limited, India Oak India Healthcare Limited, IndiaThe Great India Car & Coach Rentals Private Limited, IndiaThe Great India Tour Company Private Limited, IndiaThe Great India Aviation Services Private Limited, IndiaGreat India Estates Private Limited, IndiaKIMS Trust, India KIMS Bahrain Medical Centre Co. WLL, BahrainKIMS Management International FZC, UAEKIMS Holding Co. BSC, BahrainKIMS Shares and Securities Private Limited, IndiaKIMS Oman Hospital LLC, Oman Royal Bahrain Hospital WLL, BahrainKameda Infologics Private Limited, IndiaChrysalis Communications Private Limited, IndiaReflections Advertising and Marketing Private Limited, IndiaSociety for Continuing Medical Education and Research (SOCOMER), India

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2. RELATED PARTY TRANSACTIONS:

(a) The Company has entered into the following transactions with related parties during the year ended 31 March 2016.

ParticularsYear ended

31 March 2016Year ended

31 March 2015

REVENUE FROM OPERATIONS

KIMS Cancer Care and Research Center Private Limited (net of revenue shared)

23,221,089 15,998,399

Air Travel Enterprises India Limited 7,700 400

KIMS Trust 895,276 434,710

KIMS Holding Co. BSC - 75,803

Royal Bahrain Hospital WLL 359,444 1,702,624

KIMS Oman Hospital LLC 151,204 17,375

KIMS Kollam Multi Speciality Hospital India Private Limited 3,887,456 3,592,071

KIMS Bellerose Institute of Medical Science Private Limited 999,682

INCOME FROM RENT

KIMS Cancer Care and Research Center Private Limited 9,750,000 9,000,000

INTEREST RECEIVED

KIMS Cancer Care and Research Center Private Limited 3,446,105 3,903,404

GUARANTEE COMMISSION RECEIVED

KIMS Cancer Care and Research Center Private Limited 1,560,000 780,000

MANAGEMENT FEE COLLECTED

KIMS Kollam Multi Speciality Hospital India Private Limited 3,780,983 4,036,541

KIMS Alshifa Hospital Private Limited 2,076,533 3,574,999

RENT PAID

Condis India Healthcare Limited 8,739,615 8,213,021

FRANCHISE FEE

KIMS Management International FZC 6,626,856 4,632,836

TRAVEL AND CLEARING AND FORWARDING EXPENSE

Air Travel Enterprises India Limited 9,983,052 4,854,273

The Great India Tour Company Private Limited 97,102 93,486

ACADEMIC & TRAINING EXPENSES

SOCOMER 376,424 -

ADVERTISEMENT AND PROMOTION

Chrysalis Communications Private Limited 8,745,181 7,342,302

REPAIRS AND MAINTENANCE

Condis India Healthcare Limited 81,707 1,909,037

Kameda Infologics Private Limited 2,466,540 2,665,179

EXPENSE MET BY KIMS

KIMS Cancer Care and Research Centre Private Limited 13,812,193 10,810,160

Condis India Healthcare Limited 679,805 8,134,069

KIMS Alshifa Hospital Private Limited 1,669,201 1,202,837

KIMS Nagercoil Institute of Medical Sciences Private Limited - 2,211,998

KIMS Trust 544,600 880,601

KIMS Oman Hospital LLC - 73,123

KIMS Holding Co. BSC - 143,370

Royal Bahrain Hospital WLL 210,456 -

Oak India Healthcare Limited - 6,500

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

KIMS Management International FZC 5,427,028 1,263,440

KIMS Bellerose Institute of Medical Science Private Limited 1,418,041 757,618

KIMS Kollam Multi Speciality Hospital India Private Limited 1,197,128 1,166,375

KIMS Shares & Securities Private Limited 3,080 18,200

SOCOMER 574,600 578,782

EXPENSE MET ON BEHALF OF KIMS

KIMS Trust 14,560 337,416

KIMS Cancer Care and Research Center Private Limited 143,500 205,706

KIMS Management International FZC 4,135,262 9,521,540

Royal Bahrain Hospital WLL 110,149 393,291

KIMS Kollam Multi Speciality Hospital India Private Limited - 315,043

KIMS Bellerose Institute of Medical Science Private Limited 16,204 1,508,079

KIMS Al Shifa Hospital Private Limited 5,500 -

PURCHASE OF ASSETS

Condis India Healthcare Limited 29,182,604 38,321,282

KIMS Bellerose Institute Of Medical Science Private Limited 700,000 -

Kameda Infologics Private Limited 6,840,000 -

SALE OF ASSETS

KIMS Bellerose Institute of Medical Science Private Limited - 466,275

ADVANCE FOR PURCHASE OF ASSETS

Kameda Infologics Private Limited - 3,800,000

ADVANCE FOR/PURCHASE OF INVESTMENT

KIMS Holding Co.BSC 35,519,623 -

REPAYMENT RECEIVED

KIMS Cancer Care and Research Center Private Limited - 16,214,151

REMUNERATION*

Dr.M.I.Sahadulla 16,605,000 14,400,000

Dr.G.Vijayaraghavan 11,685,000 10,200,000

Mr.E.M.Najeeb 8,969,000 7,800,000

Mr.C.H.A Raheem 8,969,000 7,800,000

Mr.E.Iqbal 4,489,500 3,900,000

SALARIES AND ALLOWANCES

Dr. P.M. Zuhara 5,700,000 4,680,000

Mr. Sameer Sahadulla 517,000 466,000

Mr. Safar Iqbal 441,371 393,107

Mr. Tariq E. N. 641,962 -

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

ParticularsYear ended

31 March 2016Year ended

31 March 2015

* The amounts does not include provision for gratuity and compensated absences as the same is determined for the Company as a whole based on an actuarial valuation.

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(b) Balance receivable from/ payable to related parties as at the balance sheet date:

ParticularsYear ended

31 March 2016Year ended

31 March 2015

DUES FROM SUBSIDIARIES

KIMS Cancer Care and Research Center Private Limited - 29,718,986

KIMS Al Shifa Hospital Private Limited 213,196 -

DUES FROM RELATED PARTIES

Royal Bahrain Hospital WLL 637,980 978,229

KIMS Oman Hospital LLC 803,115 766,511

KIMS Management International FZC 3,066,668 959,469

KIMS Holding Co. BSC 322,636 322,635

DUES TO RELATED PARTIES

Chrysalis Communications Private Limited 356,962 5,375

Condis India Healthcare Limited 420,582 1,034,625

KIMS Trust 1,360 -

ADVANCE FOR CAPITAL GOODS

Kameda Infologics Private Limited 6,800,000

ADVANCE TO SUPPLIERS OF GOODS AND SERVICES

Oak India Healthcare Limited 200,000 -

KIMS Shares & Securities Private Limited - 17,600

Air Travel Enterprises India Limited 468,008 6,22,568

ADVANCE AGAINST INVESTMENT IN

KIMS Holding Co BSC 35,519,623 -

NOTES TO THE STANDALONE FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LTD

2.42 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with associated enterprises during the financial year and expects such records to be in existence latest by the date of filing its income tax return as required by law. The Management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

2.43 Previous year figures have been regrouped/ reclassified wherever necessary to conform to current year presentation.

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

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They took great care of my son when he had a toddler fracture

FINANCIAL STATEMENTSCONSOLIDATED

INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTSTo the Members of KIMS Healthare Management Limited

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated financial statements of KIMS Health Care Management Limited (“the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries collectively referred to as the “Group”), comprising of the consolidated balance sheet as at 31 March 2016, the consolidated statement of profit and loss, the consolidated cash flow statement for the year then ended and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated financial statements”).

MANAGEMENT’S RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of

the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 (particularly Accounting Standard 21 - Consolidated Financial Statements). The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error which have been used for the purpose of

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preparation of the consolidated financial statements by the Directors of the Holding Company, as aforesaid.

AUDITORS’ RESPONSIBILITYOur responsibility is to express an opinion on these consolidated financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under sub section 10 of Section 143 of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in the “Other matter” paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

OPINIONIn our opinion and to the best of our information and according to the explanations given to us, the consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the consolidated balance sheet, of the state of affairs of the Group as at 31 March 2016;

(b) in the case of the consolidated statement of profit and loss, of the profit of the Group for the year ended

on that date; and

(c) in the case of the consolidated cash flow statement, of the cash flows of the Group for the year ended on that date.

OTHER MATTERWe did not audit the financial statements / financial information of two subsidiaries, whose financial statements reflect total assets of Rs 190 million as at 31 March 2016, total revenues of Rs 14 million and net cash outflows amounting to Rs 15 million for the year then ended, as considered in the consolidated financial statements. These financial statements / financial information have been audited by other auditors whose report have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the report of the other auditors. Our opinion on the consolidated financial statements and our report on Other Legal and Regulatory Requirements below, is not modified in respect of this matter with respect to our reliance on the work done and the reports of the other auditors.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by sub-sections 3 of Section 143 of the Act, based on our audit and on the consideration of the reports of the other auditors on the separate financial statements and the other financial information of the subsidiaries, as noted in the ‘Other Matter’ paragraph, we report, to the extent applicable, that:

(a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements;

(b) in our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors;

(c) the consolidated balance sheet, the consolidated statement of profit and loss and the consolidated cash flow statement dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements;

(d) in our opinion, the aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations

Sd/-

received from the directors of the Holding Company as on 31 March 2016 taken on record by the Board of Directors of the Holding Company and the relevant assertion contained in the audit reports on the standalone financial statements of each subsidiary company, none of the Directors of the Group companies is disqualified as on 31 March 2016 from being appointed as a Director of that company in terms of sub-section 2 of Section 164 of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in Annexure A; and

(g) with respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on separate financial statements as also the other financial information of the subsidiaries, as noted in the ‘Other Matter’ paragraph:

i. the Group has disclosed the impact of pending litigations on its consolidated financial position in its consolidated financial statements – Refer Note 2.30 to the consolidated financial statements;

ii. the Group did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses; and

iii. there were no amounts, which are required to be transferred to the Investor Education and Protection Fund by the Group.

for B S R and Associates LLPChartered AccountantsFirm registration No.: 116231W/W-100024

Chandrashekhar BPartner | Membership No.: 114161Thiruvananthapuram | 4 June 2016

ANNEXURE A TO THE INDEPENDENT AUDITORS’ REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT, 2013 (“THE ACT”)

We have audited the internal financial controls over financial reporting of KIMS Health Care Management Limited (“the Holding Company”) and its subsidiaries (the Holding Company and its subsidiaries collectively referred to as the “Group”) as of 31 March 2016 in conjunction with our audit of the consolidated financial statements of the Group for the year ended on that date.

MANAGEMENT’S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The respective Board of Directors of the companies included in the Group are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct

of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

AUDITORS’ RESPONSIBILITY

Our responsibility is to express an opinion on the Group’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls

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over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors in terms of the report referred to in the “Other matter” paragraph below is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGA company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OPINION

In our opinion, the Group has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Group considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

OTHER MATTER

Our aforesaid reports under Section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal controls over financial reporting insofar as it relates to two subsidiary companies, is based on the corresponding reports of the auditors of such companies.

for B S R and Associates LLPChartered AccountantsFirm registration No.: 116231W/W-100024

Chandrashekhar BPartner | Membership No.: 114161Thiruvananthapuram | 4 June 2016

Notes As at

31 March 2016As at

31 March 2015EQUITY & LIABILITIES Share Holders’ fund

Share Capital 2.1 1,003,271,000 1,003,271,000 Reserves & Surplus 2.2 2,055,115,726 2,017,298,122

3,058,386,726 3,020,569,122 Minority interest 428,763,574 483,449,862 Non Current Liabilities

Long Term Borrowings 2.3 1,517,400,938 1,601,776,546 Deffered Tax Liabilities (Net) 2.4 54,149,038 72,839,215 Other Long Term Liabilities 2.5 29,577,197 25,442,013 Long Term Provisions 2.6 57,736,911 41,828,446

1,658,864,084 1,741,886,220 Current Liabilities

Short Term Borrowings 2.7 224,532,339 805,506,180

Trade Payables 2.8

Total outstanding dues of micro and small enterprises - -Total outstanding dues of creditors other than micro and small enterprises

278,865,145 263,417,411

Other Current Liabilities 2.9 866,966,314 631,121,389 Short Term Provisions 2.10 126,349,453 107,570,701

1,496,713,251 1,807,615,681 6,642,727,635 7,053,520,885

ASSETSNon Current Assets

Fixed assets Tangible fixed assets 2.11 4,064,204,277 3,785,447,733 Intangible fixed assets 2.12 22,527,611 18,339,017 Capital work-in-progress 146,794,632 76,431,891

Goodwill on consolidation 777,267,033 729,144,016 Non-current investments 2.13 332,165,121 332,165,121 Long-term loans and advances 2.14 169,282,953 230,691,154 Other non-current assets 2.15 28,993,822 26,518,106

5,541,235,449 5,198,737,038 Current Assets

Inventories 2.16 205,070,745 159,430,713 Trade Receivables 2.17 432,269,638 350,043,374 Cash & Bank Balances 2.18 290,417,018 1,184,733,741 Short Term Loans and Advances 2.19 94,210,556 71,530,714 Other Current Assets 2.20 79,524,229 89,045,305

1,101,492,186 1,854,783,847 6,642,727,635 7,053,520,885

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2016(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LIMITED AND ITS SUBSIDIARIES

Significant accounting policies 1The notes referred to above form an integral part of the consolidated financial statements

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

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Notes For the year ended

31 March 2016For the year ended

31 March 2015

REVENUERevenue from Operations 2.21 5,386,496,667 4,162,483,888 Other Income 2.22 109,636,111 134,285,241

TOTAL REVENUE 5,496,132,778 4,296,769,129 EXPENSES

Purchase of medicines and consumables 1,978,568,585 1,607,068,031

Changes in inventories of medicines and consumables 2.23 (42,090,936) (48,957,739)

Employee benefits expense 2.24 967,623,181 638,830,348

Finance cost 2.25 246,991,233 157,472,773

Depreciation and amortisation 2.26 353,496,575 249,036,619

Other expenses 2.27 1,756,620,078 1,334,805,892

CSR expenditure 2.28 8,521,607 5,131,447

TOTAL EXPENSES 5,269,730,323 3,943,387,371

Profit before taxes and minority interest 226,402,455 353,381,758

Provision for tax: 2.29

Current tax 213,347,822 184,769,070

Deferred tax benefit (14,049,478) (1,197,503)

Profit after taxes and before minority interest 27,104,111 169,810,191

Minority interest (122,119,817) (66,022,145)

Profit for the year 149,223,928 235,832,336

Earning per share (equity share of face value of Rs.10 each)

2.31

Basic 1.69 3.10

Diluted 1.49 2.45

Significant accounting policies 1

The notes referred to above form an integral part of the consolidated financial statements

CONSOLIDATED STATEMENT PROFIT AND LOSS FOR THE YEAR ENDED 31 MARCH 2016(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LIMITED AND ITS SUBSIDIARIES

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

For the year ended 31 March 2016

For the year ended 31 March 2015

CASH FLOWS FROM OPERATING ACTIVITIESProfit before taxes 226,402,455 353,381,758

Adjustments for :Depreciation and amortisation 353,496,575 249,036,619

Unrealised loss on foreign exchange restatement - 2,563,031

(Profit)/loss on sale of fixed assets (26,313,088) 1,112,094

Provision for doubtful debts 18,041,233 -

Bad debts written off - 7,559,400

Interest expense 246,991,233 155,577,713

Interest income (44,114,145) (108,534,830)

Operating cash flows before working capital changes 774,504,263 660,695,785

(Increase)/decrease in trade receivables (81,871,745) (113,933,147)

(Increase) in inventories (44,999,332) (46,432,691)

(Increase)/decrease in loans and advances 692,987,276 (165,061,560)

Increase/(decrease) in liabilities and provisions 22,722,277 183,529,659

Cash generated by operating activities before taxes 1,363,342,739 518,798,046

Income taxes paid (198,443,443) (231,947,838)

Net cash generated by operating activities (A) 1,164,899,296 286,850,208

CASH FLOWS FROM INVESTING ACTIVITIESProceeds from sale of fixed assets 33,258,677 (1,167,694,373)

Purchase of fixed assets (579,022,315) 476,939

Advance for investments (35,519,623) (253,203,843)

Consideration paid for entities acquired during the year (31,224,490) (853,197,023)

Proceeds from issue of shares to minority shareholders 20,535,002 188,319,633

Interest received 60,796,597 108,628,815

Net cash used in investing activities (B) (531,176,152) (1,976,669,852)

CASH FLOWS FROM FINANCING ACTIVITIESProceeds from issue of share capital - 1,000,000,000

Dividend paid including dividend tax (102,636,236) (79,880,909)

Long-term borrowings availed 65,513,002 610,035,212

Short-term borrowings availed / (repaid) (580,973,841) 255,612,841

Interest paid (249,346,198) (121,808,462)

Net cash generated from / (used in) financing activities (C) (867,443,273) 1,663,958,682

Net increase in cash and cash equivalents (A+B+C) (233,720,129) (25,860,962)

Cash and cash equivalents at the beginning of the year 328,261,057 349,988,202

Cash and cash equivalents on acquisition of subsidiaries 20,226,139 4,133,817

Cash and cash equivalents at end of the year 114,767,067 328,261,057

(refer to note (a) below and note 2.18 Cash and bank balances)

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 MARCH 2016(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTH CARE MANAGEMENT LIMITED AND ITS SUBSIDIARIES

Note(a): Cash and cash equivalents at the end of the year is net of book overdrafts amounting to Rs 15,374,999 (previous year: Rs 16,912,987).The notes referred to above are an integral part of the consolidated cash flow statement

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LIMITED AND ITS SUBSIDIARIES

1. SIGNIFICANT ACCOUNTING POLICIES

1.1 BACKGROUND

KIMS Health Care Management Limited (‘KHML/ the Company’) is a company with registered office in Kerala. The Company is primarily engaged in the business of running hospitals. The Company is a subsidiary of Condis India Healthcare Limited, Trivandrum, Kerala.

The Company has five subsidiaries, KIMS Cancer Care and Research Center Private Limited (‘KCC’), KIMS Bellerose Institute of Medical Sciences Private Limited (‘KIMS Kottayam’), KIMS Kollam Multi Speciality Hospital India Private Limited (‘KIMS Kollam’),KIMS Nagercoil Institute of Medical Sciences Private Limited (‘KIMS Nagercoil’), KIMS Al Shifa Healthcare Private Limited (‘KIMS AlShifa’) and two step down subsidiaries, Al Shifa Scan Centre Private Limited (‘AlShifa Scan’) and BIBI Hospitals Private Limited all engaged in the business of running hospitals and healthcare services.

1.2 BASIS OF ACCOUNTING AND PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared and presented in accordance with the Indian Generally Accepted Accounting Principles (“IGAAP”) under historical cost convention on an accrual basis. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (‘Act’) read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Act, as applicable, Accounting Standards issued by the Institute of Chartered Accountants of India and other generally accepted accounting principles in India. Accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change

in the accounting policy hitherto in use. All amounts included in the financial statements are reported in Indian rupees, except share and per share data, and have been rounded off to nearest rupee.

1.3 USE OF ESTIMATES

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating to contingent liabilities as at the date of the financial statements and reported amounts of income and expenses during the period. Examples of such estimates include provisions for doubtful debts, future obligations under employee retirement benefit plans, income taxes and the useful lives of fixed tangible assets and intangible assets.

Accounting estimates could change from period to period. Actual results could differ from those estimates. Appropriate changes in estimates are made as the Management becomes aware of changes in circumstances surrounding the estimates. Changes in estimates are reflected in the financial statements in the period in which changes are made and, if material, their effects are disclosed in the notes to the consolidated financial statements.

1.4 PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the financial statements of KIMS Health Care Management Limited (“the Company” or the “parent company”), and all of its subsidiaries and step down subsidiaries (collectively referred to as the ‘Group’ and individually as ‘Group entities’), in which the parent company has more than one-half of the voting power of an enterprise or where the parent company controls the composition of the board of directors.

The consolidated financial statements include the results of the subsidiaries/ step down subsidiaries as listed below:

Name of the CompanyCountry of

incorporationProportion

of ownership interest (%)

Proportion of voting power

held directly or indirectly (%)

KIMS Cancer Care and Research Center Private Limited India 86.94 86.94

KIMS Bellerose Institute of Medical Science Private Limited India 78.93 78.93

KIMS Kollam Multi Speciality Hospital India Private Limited India 63.54 63.54

KIMS Nagercoil Institute of Medical Sciences Private Limited India 52.73 52.73

KIMS AlShifa Hospital Private Limited India 51.00 51.00

Al Shifa Scan Centre Private Limited (Step down subsidiary) India 99.99 99.99

BIBI Hospitals Private Limited (Step down subsidiary) India 51.00 51.00

The consolidated financial statements have been prepared on the following basis:

The financial statements of the parent company and the subsidiaries have been combined on a line-by-line basis by adding together the book values of like items of assets, liabilities, income and expenses after eliminating intra-group balances / transactions and resulting unrealized profits in full. Unrealized losses resulting from intra-group transactions have also been eliminated except to the extent that recoverable value of related assets is lower than their cost to the group. The amounts shown in respect of reserves comprise the amount of the relevant reserves as per the balance sheet of the parent company and its share in the post-acquisition increase in the relevant reserves of the subsidiaries.

The Group accounts for investments by the equity method of accounting wherever it is able to exercise significant influence over the operating and financial policies of the investee. Inter company profits and losses have been proportionately eliminated until realized by the investor or investee.

The excess / deficit of cost to the parent company of its investment in the subsidiaries and associates over its portion of equity at the respective dates on which investment in such entities were made are recognized in the financial statements as goodwill / capital reserve. The parent company’s portion of equity in such entities is determined on the basis of the book values of assets and liabilities as per the financial statements of such entities as on the

date of investment and if not available, the financial statements for the immediately preceding period adjusted for the effects of significant transactions, up to the date of investment.

The consolidated financial statements are presented, to the extent possible, in the same format as that adopted by the parent company for its separate financial statements.

The consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.

1.5 TANGIBLE AND INTANGIBLE FIXED ASSETS

Fixed assets are carried at cost of acquisition or construction less accumulated depreciation. The cost of fixed assets includes freight, duties, taxes and other incidental expenses related to the acquisition of those fixed assets. In respect of major projects involving construction, related directly attributable costs form part of the value of assets capitalised. Borrowing cost directly attributable to acquisition / construction of those fixed assets which necessarily take a substantial period of time to get ready for their intended use is capitalized. Intangible asset is recorded at its acquisition cost.

Advances paid towards the acquisition of fixed assets, outstanding at each balance sheet date are shown under long-term loans and advances. The cost of the fixed asset not ready for their intended use before such date is disclosed under capital work-in-progress.

Name of Entity

Net assets (Total assets – Total liabilities)

Share in profit or loss

As a % of consolidated

net assetsAmount

As a % of consolidated profit or loss

Amount

Parent Company

KIMS Healthcare Management Limited 111.58 3,412,661,529 236.38 352,729,573

Subsidiaries in India

KIMS Cancer Care and Research Center Private Limited

9.86 301,531,400 (3.40) (5,072,335)

KIMS Bellerose Institute of Medical Science Private Limited

2.75 84,205,026 (85.96) (128,268,435)

KIMS Kollam Multi Speciality Hospital India Private Limited

8.85 270,804,771 (36.27) (54,126,746)

KIMS Al Shifa Hospital Private Limited 11.23 343,377,285 (92.57) (138,143,687)

KIMS Nagercoil Institute of Medical Sciences Private Limited

5.71 174,723,491 (0.01) (14,259)

Minority interest in all subsidiaries (14.47) (442,682,460) 81.84 122,119,817

Total inter-company eliminations (35.52) (1,086,234,316) 0.00 -

Total 100 3,058,386,726 100 149,223,928

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1.6 DEPRECIATION AND AMORTISATION Depreciation on tangible assets is provided on the straight-line method over the useful lives of assets estimated by the Management. Depreciation for assets purchased / sold during a period is proportionately charged.

The management estimates the useful lives for the fixed assets as under:

Leasehold improvements are amortised over the period of the lease or estimated useful lives of assets, whichever is lower. Intangible assets comprising computer software are amortised over their estimated useful lives of three years from the date of capitalisation. Goodwill on amalgamation is capitalised and amortised over a period of 5 years from the date of the event.

* For the above mentioned class of assets, the Group believes that the useful lives as given above best represent the useful lives of assets based on an internal assessment and supported by technical advice, where necessary, which is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act 2013.

1.7 IMPAIRMENTThe Group assesses at each balance sheet date whether there is any indication that an asset forming part of its cash generating units may be impaired. If any such indications exists, the group estimates the recoverable amount of the asset or the group of assets comprising, a cash generating unit. For an asset or a group of assets that does not generate largely independent cash flows, the recoverable amount is determined for the cash generating unit to which the asset belongs. If such recoverable amount of the asset or the recoverable amount of the cash generating unit to which the asset belongs is less than the carrying amount, the carrying amount is reduced to its recoverable amount. The recoverable amount is the greater of the asset’s net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the balance sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is

reflected at the recoverable amount. An impairment loss is reversed only to the extent that the carrying amount of the asset does not exceed the book value that would have been determined; if no impairment loss has been recognized.

1.8 GOODWILLAny excess of the cost to the parent of its investment in a subsidiary over the parent’s portion of equity of the subsidiary, at the date on which investment in the subsidiary is made, is recorded as goodwill arising on consolidation.

Goodwill arising on consolidation/acquisition of assets is not amortised. It is tested for impairment on periodic basis and written-off, if found impaired

1.9 INVENTORIESInventories are valued at the lower of cost and net realisable value. Cost of inventories comprises purchase price and other costs incurred in bringing the inventories to their present location and condition. Cost of pharmacy medicines and medical consumables are determined by applying the weighted average cost method. The comparison of cost and net realisable value is made on an item-by-item basis.

1.10 INVESTMENTSLong-term investments are carried at cost less any other-than-temporary diminution in value, determined separately for each individual investment.

1.11 REVENUE RECOGNITIONThe Group derives its revenue primarily from rendering medical and healthcare services. Income from medical and healthcare services comprises of income from hospital services and sale of pharma products.

Revenue from hospital services to patients is recognised as revenue when the related services are rendered unless significant future uncertainties exist. Revenue is also recognised in relation to the services rendered to the patients who are undergoing treatment/observation on the balance sheet date to the extent of services rendered.

Income from academic service is recognized as revenue as and when the related services are rendered unless significant future uncertainties exist.

Revenue from sale of pharma products within hospital premises is recognised on sale of medicines and similar products to the buyer. The amount of revenue recognised is net of sales returns and exclusive of sales tax, discounts and revenue shared.

‘Unbilled revenue’ represents value of medical and healthcare services rendered in excess of amounts billed to the patients as at the balance sheet date

Interest on deployment of surplus funds is recognized using the time proportionate method, based on the transactional interest rates.

ASSET CATEGORYUSEFUL LIVES

(YEARS)

General and hospital equipments * 10

Books * 1

Vehicles 8

Computers 3

Furniture and fixtures 10

Electrical fittings 10

Office equipments 5

Buildings * 53

1.12 LEASES

Leases where the lessor effectively retains substantially all the risks and rewards of ownership of the leased item, are classified as operating leases. Operating lease payments are recognised as an expense in the statement of profit and loss on a straight-line basis over the lease term.

1.13 FOREIGN CURRENCY TRANSACTIONS

Foreign currency transactions are recorded using the exchange rate prevailing on the dates of the respective transaction. Exchange differences arising on foreign currency transactions settled during the year are recognized in the statement of profit and loss for the year.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rates on that date. The resultant exchange differences are recognized in the statement of profit and loss. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction.

1.14 BORROWING COSTInterest and finance charges on borrowings which are not attributable to acquisition/construction of fixed assets which take substantial period of time to get ready for its intended use are recognised as expenditure in the statement of profit and loss.

1.15 FORWARD CONTRACTS

Premium or discount arising at the inception of forward exchange contracts is amortized as expense or income over the life of the contract. Any profit or loss arising on the cancellation or renewal of forward contracts is recognized as income or as expense for the period. The Company does not use the foreign exchange forward contracts for trading or speculation purposes.

In relation to the forward contracts entered into to hedge the foreign currency risk of the underlying outstanding at the balance sheet date, the exchange difference is calculated as the difference between the foreign currency amount of the contract translated at the exchange rate at the reporting date, or the settlement date where the transaction is settled during the reporting period, and the corresponding foreign currency amount translated at the later of the date of inception of the forward exchange contract and the last reporting date. Such exchange differences are recognized in the profit and loss account in the reporting period in which the exchange rates change.

1.16 EMPLOYEE BENEFITSShort-term employee benefitsEmployee benefits payable wholly within twelve months of receiving employee services are classified

as short-term employee benefits. These benefits include salaries and wages, bonus and ex-gratia. The undiscounted amount of short-term employee benefits to be paid in exchange for employee services is recognised as an expense as the related service is rendered by employees.

Post-employment benefits

Defined contribution plans

Contributions payable to the recognized provident fund, which is a defined contribution scheme, is made monthly at predetermined rates to the appropriate authorities and charged to the statement of profit and loss on an accrual basis. There are no other obligations other than the contribution payable to the respective fund.

Defined benefit plans

Gratuity, a defined benefit scheme, is accrued based on an actuarial valuation at the balance-sheet date, carried out by an independent actuary. The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additional units of employee benefit entitlement and measures each unit separately to build up the final obligation.

Compensated absences

The employees can carry-forward a portion of the unutilized accrued compensated absences and utilise it in future service periods or receive cash compensation. The Group records an obligation for such compensated absences in the period in which the employee renders the services that increase this entitlement. The obligation is measured on the basis of independent actuarial valuation using the projected unit credit method.

1.17 EARNINGS PER SHARE

The basic earnings per share (‘EPS’) is computed by dividing the net profit after tax for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

The number of shares used in computing diluted earnings per share comprises the weighted average number of shares considered for deriving basic earnings per share and also the weighted average number of equity shares that could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are deemed converted as of the beginning of the period unless issued at a later date. In computing dilutive earning per share, only potential equity shares that are dilutive i.e. which reduces earnings per share or increases loss per share are included.

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1.18 PROVISIONS AND CONTINGENT LIABILITIES

The Group recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When the likelihood of outflow of resources, in case of a possible obligation or a present obligation is remote, no provision or disclosure is made.

Provision for onerous contracts i.e. contracts where the expected unavoidable cost of meeting the obligations under the contract exceed the economic benefits expected to be received under it, are recognised when it is possible that an outflow of resources embodying economic benefits will be required to settle a present obligation as a result of an obligating event, based on a reliable estimate of such obligation.

1.19 INCOME TAXES

The current income tax charge is determined in accordance with the relevant tax regulations applicable to each group entity in India.

Deferred tax charge or credit is recognised for the future tax consequences attributable to timing difference that result between the profit offered for income taxes and the profit as per the financial statements. The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are

recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in future; however, when there is a brought forward loss or unabsorbed depreciation under taxation laws, deferred tax assets are recognised only if there is virtual certainty of realization of such assets. Deferred tax assets are reviewed at each balance sheet date and written down or written up to reflect the amount that is reasonably/virtually certain to be realised.

The Each group entity offsets, on a year on year basis, the current tax assets and liabilities, where it has a legally enforceable right and where it intends to settle such assets and liabilities on a net basis.

1.20 CASH FLOW STATEMENT

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Group are segregated.

1.21 CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise of cash-in-hand and balance in bank in current accounts and deposit accounts. All short term, highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value to be cash equivalents.

RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO EQUITY SHARES

The Company has two classes of equity shares.

a) Class A equity shares: Shall be entitled to voting rights equal to 51% in the fully diluted equity share capital of the Company and not entitled to receive any dividends. In the event that the Class A Shareholders hold ordinary equity shares in the Company, then the voting rights attached to the Class A equity shares shall be reduced to the extent of such ordinary equity shareholding.

b) Ordinary equity shares: The ordinary equity shares are entitled to receive dividend as declared from time to time after payment of dividend to preference shareholders. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to shareholders’ share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid. Failure to pay any amount called up on shares may lead to forfeited of the shares.

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all

preferential amounts in proportion to the number of equity shares held.

RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO PREFERENCE SHARES

Compulsorily Convertible Cumulative Preference Shares (CCCPS) were issued at par in December 2011. Preference shares carry a preferential right as to dividend over equity shareholders. Where dividend on cumulative preference shares is not declared for a financial year, the entitlement thereto is carried forward. The preference shares are entitled to one vote per share at meetings of the Company on any resolutions of the Company directly affecting their rights. However, a cumulative preference shareholder acquires voting rights on par with an equity shareholder if the dividend on preference shares has remained unpaid for a period of not less than two years. In the event of liquidation, preference shareholders have a preferential right over equity shareholders to be repaid to the extent of capital paid-up and dividend in arrears on such shares. Each CCCPS is convertible into one equity share of par value at any time on or after 1 April 2014 but not later than 31 December 2016 by the preference shareholders.

2.1 SHARE CAPITAL As at 31 March 2016 As at 31 March 2015

Number of Shares

Amount Number of

Shares Amount

AUTHORISED

Equity shares of Rs. 10 each 70,999,000 709,990,000 70,999,000 709,990,000

Class A equity shares of Rs. 10 each 1,000 10,000 1,000 10,000

Compulsorily convertible cumulative preference shares of Rs. 10 each

40,000,000 400,000,000 40,000,000 400,000,000

111,000,000 1,110,000,000 111,000,000 1,110,000,000

ISSUED, SUBSCRIBED AND PAID-UP

Equity shares of Rs. 10 each 70,024,069 700,240,690 70,024,069 700,240,690

Class A equity shares of Rs. 10 each 1,000 10,000 1,000 10,000

Compulsorily convertible cumulative prefer-ence shares of Rs. 10 each

30,302,031 303,020,310 30,302,031 303,020,310

100,327,100 1,003,271,000 100,327,100 1,003,271,000

Reconciliation of shares outstanding at the be-ginning and at the end of the reporting year

Equity shares of Rs. 10 each fully paid-up

At the beginning of the year 70,024,069 700,240,690 50,024,069 500,240,690

Add : Issued during the year - - 20,000,000 200,000,000

At the end of the year 70,024,069 700,240,690 70,024,069 700,240,690

Class A equity shares of Rs. 10 each

At the beginning and at the end of the year 1,000 10,000 1,000 10,000

Compulsorily convertible cumulative preference shares of Rs. 10 each At the beginning and at the end of the year 30,302,031 303,020,310 30,302,031 303,020,310

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LIMITED AND ITS SUBSIDIARIES

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As at 31 March 2016 As at 31 March 2015

Number of Shares% holding

in the class Number of Shares

% holding in the class

Condis India Healthcare Limited - holding company

Equity shares of Rs. 10 each 29,168,583 42% 28,748,183 41%

Class A equity shares of Rs. 10 each 1,000 100% 1,000 100%

Compulsorily convertible cumulative preference shares of Rs. 10 each

30,302,031 100% 30,302,031 100%

2.1 SHARE CAPITAL (Continued)a) Shares held by ultimate holding company/ holding company and their subsidiaries/ associates

As at 31 March 2016 As at 31 March 2015

Number of Shares% holding

in the class Number of Shares

% holding in the class

Condis India Healthcare Limited

Equity shares of Rs. 10 each 29,168,583 42% 28,748,183 41%

Class A equity shares of Rs. 10 each 1,000 100% 1,000 100%

Compulsorily convertible cumulative preference shares of Rs. 10 each

30,302,031 100% 30,302,031 100%

b) Details of shareholders holding more than 5% shares of the Company in each class of equity shares and preference shares

c) Details of buyback, bonus shares, shares issued for consideration other than for cash in the five years immediately preceding the balance sheet date

The Company has not allotted any fully paid-up equity shares by way of bonus shares nor has bought back any class of equity shares nor has there been any issue for consideration other than for cash during the period of five years immediately preceding the balance sheet date.

As at 31 March 2016

As at 31 March 20152.2 RESERVES AND SURPLUS

Securities premium accountAt the commencement of the year 1,498,516,675 698,516,675

Additions during the year - 800,000,000

Balance at commencement and at the end of the year 1,498,516,675 1,498,516,675

Surplus in the statement of profit and lossBalance at the commencement of the year 518,781,447 396,254,192

Add: profit for the year 149,223,928 235,832,336

Less: Depreciation reserve * (8,768,703) (10,668,845)

Balance at the end of the year 659,236,672 621,417,683

AppropriationsProposed dividend on CCCPS (dividend per share Rs. 0.85 (previous year Rs. 0.85) 25,756,726 25,756,726

Tax on proposed preference dividend 5,243,464 5,243,039

Proposed dividend on equity shares (dividend per share Rs. 0.85 (previous year Rs.0.85)

59,520,459 59,520,486

Tax on proposed equity dividend 12,116,972 12,115,985

Closing balance 556,599,051 518,781,447

Total reserves and surplus 2,055,115,726 2,017,298,122

An amount of Rs. 8,768,703 (net of deferred tax of Rs.4,640,700) being depreciation of components of medical equipments identified having shorter useful life than the main equipment and representing the carrying amount of assets with revised useful life as nil) has been charged to the retained earnings pursuant to the requirement of Schedule II of lhe Companies Act, 2013.

As at 31 March 2016

As at 31 March 20152.3 LONG-TERM BORROWINGS

Secured loans from banksTerm loans 1,508,029,849 1,588,043,372

Vehicle loans 7,531,358 8,838,090

Unsecured term loans from othersCisco Systems Capital (India) Private Limited 1,839,731 4,895,084

1,517,400,938 1,601,776,546

Note 1: Vehicle loans from banks are secured by hypothecation of the respective motor vehicles and the rate of interest ranges between 11% -12% per annum. Loan is repayable in 60 monthly instalments.

Note 2: There are no defaults in repayment of principal or interest to lenders as at the balance sheet date.

2.3 LONG-TERM BORROWINGS (Continued)Details of securities, terms and conditions of term loans:

Lenders name / type of facility

Security terms Interest rate (per annum) Tenure

Amount out-standing as on

31.03.2016

Amount out-standing as on

31.03.2015

State Bank of India - Foreign currency loan

Secured by equitable mortgage of 150.25 cents of land located at Kadakampally Village, Thiruvana-nthapuram District.

6 months Libor + 3.5%

30 months - 15,571,006

State Bank of India - Term loan

Secured by first charge over fixed assets and goods and machinery purchased out of banks finance

220 basis points above base rate

56 months

207,000,000 243,000,000

State Bank of India - Term loan

Secured by first charge over fixed assets and goods and machinery purchased out of banks finance

220 basis points above base rate

32 months

23,600,000 28,399,940

State Bank of India - Term loan

Secured by first charge over the entire Fixed assets of KIMS Health Care Management Limited, Kochi unit

375 basis points above base rate

78 months

36,711,400 39,462,451

State Bank of India - Term loan

Secured by first charge over the entire Fixed assets of KIMS Health Care Management Limited, Kochi unit.

375 basis points above base rate

65 months

9,940,000 13,228,635

HDFC Bank Limited- Equip-ment loan

Secured by hypothecatio of medi-cal equipments purchased using the term loan.

2.25% above base rate

48 months

4,702,570 10,352,253

South Indian Bank -Term loan

Secured by equitable mortgage of land and building in Thonakkal, second charge on fixed assets of the company already mortgaged to SBI and exclusive charge on as-sets of nursing college.

0.75% above base rate

42 months

402,784,000 509,072,251

Cisco Systems Capital (India) Private Limited

Unsecured loanFixed as per

agreement20

quarters 4,778,380 7,201,572

Effective from April 1, 2014 the Company has charged depreciation based on the revised remaining useful life of the assets as per the requirement of Schedule II of lhe Companies Act, 2013. An amount of Rs. 10,668,845 (net of deferrcd tax of Rs. 5,457,619) representing the carrying amount of assets with revised useful life as nil, has been charged to the retained earnings pursuant to the provisions of the Companies Act, 2013.

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Lenders name / type of facility

Security terms Interest rate (per annum) Tenure

Amount out-standing as on

31.03.2016

Amount out-standing as on

31.03.2015

State Bank of In-dia - Term loan

Secured by a first charge on the assets of the KCC and corporate guarantee of KHML

0.37% above base rate

96 months

35,400,000 53,213,346

South Indian Bank - Term loan

Secured by equitable mortgage of 305 cents of land located at Ayma-nam Village, Kottayam and hy-pothecation of machinery, hospital equipments, furniture and fixtures and stock and receivables.

1.5% above base rate

69 months

404,680,482 317,874,265

Canara Bank - Term loan

Secured by equitable mortgage of land situated at Perinthalmanna and hypothecation of medical equip-ments and furnitures.

1.5% above base rate

84 months

89,210,335 115,877,984

Canara Bank - Term loan

Secured by equitable mortgage of 153 cents of land and hypothecation of medical equipments and furni-tures.

1.5% above base rate

66 months

23,450,663 31,114,194

Canara Bank - Term loan

Secured by hypothecation of medical equipments and furnitures.

1.5% above base rate

84months

162,989,097 185,000,000

Canara Bank - Term loan

Secured by hypothecation of medi-cal equipments and furniture and fixtures

1.5% above base rate

84 months

187,500,000 202,500,000

Canara Bank - Term loan

Secured by hypothecation of Project Assets woth Rs. 31.33 Crores, Col-lateral : 15 Cents of Land with a six storied Ladies Hostel Building at Perinthalmanna

1.5% above base rate

84months

209,431,059 -

HDFC Bank Lim-ited- Term loan

Secured by first charge on Hospital land & building and all fixed assets including Plant & Machinery both existing & future located in Kotti-yam, Kollam. In addition first charge on Current assets of the Company Kims Kollam Multispecialty Hospital Private Limited

11% Fixed84

months 36,128,000 -

Vehicle loansSecured by hypothecation of ve-hicles purchased using the loan 11% to 12%

60 months

10,081,686 11,007,597

1,848,387,672 1,782,875,494

* includes current maturities of long term borrowings

As at 31 March 2016

As at 31 March 20152.4 DEFERRED TAX LIABILITIES (NET)

Deferred tax assetsArising from timing differences in respect of:Employee benefits 21,528,200 13,541,700

Other disallowances 6,738,962 340,400 28,267,162 13,882,100

Deferred tax liability

Excess of depreciation and amortisation on fixed assets under income-tax law over depreciation and amortisation provided in accounts

82,416,200 86,721,315

82,416,200 86,721,315

Deferred tax liabilities (net) * 54,149,038 72,839,215

* Includes deferred tax net liability of Nil (Previous year: Rs.312,315) on account of acquisition of a subsidiaryAs at

31 March 2016As at

31 March 20152.5 OTHER LONG-TERM LIABILITIESSecurity deposits 24,637,851 17,507,497

Rent equalisation reserve 1,639,346 4,154,551

Deposits from students 3,300,000 3,779,965 29,577,197 25,442,013

As at 31 March 2016

As at 31 March 2015

2.6 LONG-TERM PROVISIONSFor employee benefitsGratuity 46,820,911 33,322,446

Compensated absences 10,916,000 8,506,000 57,736,911 41,828,446

2.7 SHORT-TERM BORROWINGS Secured loans from banksCash credit and overdraft 174,532,337 156,580,849

Short-term loans - loan against fixed deposits - 573,275,329

Unsecured loans From banks 50,000,002 50,000,002

Directors of a Subsidiary - 25,650.000 224,532,339 805,506,180

(a) Cash credit, overdraft and short - term loans from banks carry interest ranging between 10.5% - 12% per annum and are repayable on demand. Loans from banks are secured by hypothecation of inventories, receivables, other current assets and equitable mortgage of certain immovable properties.(b) Loans against fixed deposits are secured against lien on fixed deposits and carry interest rate of deposit rate plus 0.5%.

As at 31 March 2016

As at 31 March 20152.8 TRADE PAYABLES

Total outstanding dues of micro enterprises and small enterprises* - -

Total outstanding dues of creditors other than micro enterprises and small enterprises

278,865,145 263,417,411

278,865,145 263,417,411

*Disclosures as required under the Micro, Small and Medium Enterprises Development Act, 2006 (“the Act”) based on the information available with the Company are given below:

As at 31 March 2016

As at 31 March 2015

The principal amount remaining unpaid to any supplier as at the end of the year

- -

The interest due on the principal remaining outstanding as at the end of the year

- -

The amount of interest paid under the Act, along with the amounts of the payment made beyond the appointed day during the year

- -

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Act

- -

The amount of interest accrued and remaining unpaid at the end of the year

- -

The amount of further interest remaining due and payable even in the suc-ceeding years, until such date when the interest dues as above are ac-tually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under the Act

- -

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As at 31 March 2016

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2.9 OTHER CURRENT LIABILITIESCurrent maturities of long-term borrowings (refer note 2.3) 330,986,734 181,098,948

Interest accrued but not due on borrowings 8,134,035 10,489,000

Amount payable to bank under forward contract - 15,592,623

Book overdraft 15,374,999 16,912,987

Dues to creditors for capital goods 37,748,100 29,664,257

Creditors for expenses 188,925,438 166,959,546

Accrued salaries and benefits 91,985,560 76,934,520

Advance from patients 41,222,538 26,654,946

Unclaimed dividend 6,170,580 3,944,888

Statutory dues payables 37,086,463 26,487,012

Unsecured deposit from others 5,000,000 5,000,000

Interest accrued and due on above 1,857,259 1,537,259

Security deposit 13,551,320 7,620,506

Advance from Shifa Medicare Trust (Net) 62,161,550 62,224,897

Amount payable to Bibi Enterprises 26,761,738 - 866,966,314 631,121,389

2.10 SHORT-TERM PROVISIONSFor employee benefits:

Gratuity 2,036,000 1,136,465 Compensated absences 4,839,000 3,778,000

Proposed dividend on preference shares 25,756,726 25,756,726 Tax on proposed preference dividend 5,243,464 5,243,039 Proposed dividend on equity shares 59,520,459 59,520,486 Tax on proposed equity dividend 12,116,972 12,115,985 Provision for tax, net of advance tax and tax deducted at source 16,836,832 - Provision for wealth tax - 20,000

126,349,453 107,570,701

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As at 31 March 2016

As at 31 March 20152.13 NON-CURRENT INVESTMENTS

Unquoted investments (trade at cost)

KIMS Holding Co B.S.C (2,139,746 (previous year :2,139,746) equity shares of Bahrain dinar 1 each)

331,815,121 331,815,121

Investments in Corpus Fund of KIMS Trust 350,000 350,000

332,165,121 332,165,121

2.14 LONG-TERM LOANS AND ADVANCES

Unsecured ,considered good

Rent deposits 52,283,113 51,562,032

Electricity and other deposits 26,019,967 23,953,414

Advance for capital goods 46,054,903 112,183,191

Advance tax and tax deducted at source, net of provisions 44,751,710 42,819,257

Advance fringe benefit tax, net of provisions 173,260 173,260 169,282,953 230,691,154

2.15 OTHER NON-CURRENT ASSETSBalance in banks for margin money 26,797,560 25,685,468

Interest accrued on above 2,196,262 832,638

28,993,822 26,518,106

2.16 INVENTORIESPharmacy medicines * 148,831,775 113,757,350

Surgical items and consumables * 43,732,582 38,233,338

Others * 12,506,388 7,440,025 205,070,745 159,430,713

* Do not individually exceed 10% of the total value of inventory

2.17 TRADE RECEIVABLES

Unsecured, considered good

Debts outstanding for a period exceeding six months from the date they are due for payment

129,977,569 85,660,115

Other debts 302,292,069 264,383,259 432,269,638 350,043,374

Unsecured, considered doubtfulDebts outstanding for a period exceeding six months from the date they are due for payment

17,491,233 -

Less: Provision for doubtful debts (17,491,233) - 432,269,638 350,043,374

2.18 CASH AND BANK BALANCESCash and cash equivalents

Cash on hand 11,364,164 7,327,972

Balance with banks in:Current accounts 101,149,399 89,103,356

Deposit accounts 17,628,503 248,742,716 130,142,066 345,174,044

Other bank balancesBalance in banks for margin money 61,088,509 729,852,049

Earmarked balance for unclaimed dividend 6,170,587 3,944,888

Other deposits with banks (with maturity period of more than 3 months but less than 12 months)

93,015,856 105,762,760

290,417,018 1,184,733,741

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LIMITED AND ITS SUBSIDIARIES As at 31 March 2016

As at 31 March 20152.19 SHORT-TERM LOANS AND ADVANCES

Unsecured, considered goodDue from related parties (refer note 2.36) 4,979,892 3,026,844

Advance against investment in KIMS Holding Co. B.S.C. 35,519,623 -

Advance to suppliers of goods and services 24,420,411 42,936,989

Prepaid expenses 19,277,570 15,303,121

Advance to staff and others 6,553,805 7,975,538

Fee receivable from students 3,459,255 2,288,222 94,210,556 71,530,714

2.20 OTHER CURRENT ASSETS Unsecured, considered goodForward contract receivable - 15,590,495

Interest accrued on fixed deposits 4,116,040 20,798,494

Unbilled revenue 75,408,189 52,656,316 79,524,229 89,045,305

2.21 REVENUE FROM OPERATIONS Sale of medicines 539,386,959 406,502,912

Income from hospital and medical services 4,816,192,613 3,730,004,876 5,355,579,572 4,136,507,788

Other operating incomeIncome from academic services 29,673,136 25,976,100

Income from rent 1,243,959 - 30,917,095 25,976,100

5,386,496,667 4,162,483,888

2.22 OTHER INCOME Interest income on bank deposits 44,114,145 108,534,830

Franchise fee 6,626,856 4,632,836

Profit on Sale of asset 26,313,088 -

Other non-operating income 32,582,022 21,117,575 109,636,111 134,285,241

2.23 CHANGES IN INVENTORIES OF MEDICINES AND CONSUMABLES

Opening stock * 152,631,389 103,032,949

Closing stock 194,722,325 151,990,688

(42,090,936) (48,957,739)

* Includes inventory of Rs NIL (previous year : Rs. 13,433,406) representing inventory of a subsidiary acquired during the year.

2.24 EMPLOYEE BENEFITS EXPENSESalaries, wages and bonuses 838,450,855 544,668,262

Contribution to provident and other funds 86,639,382 63,145,796

Recruitment and staff welfare expenses 42,532,944 31,016,290 967,623,181 638,830,348

2.25 FINANCE COST Interest 246,991,233 155,577,713

Net loss on account of foreign exchange fluctuations - 1,895,060 246,991,233 157,472,773

2.26 DEPRECIATION AND AMORTISATION Depreciation on tangible fixed assets 337,296,224 225,000,035

Amortisation on intangible fixed assets 16,200,351 24,036,584 353,496,575 249,036,619

2.27 OTHER EXPENSES Rent 49,979,719 48,993,947

Power and fuel 226,692,514 166,733,466

Rates and taxes 10,999,259 7,334,561

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2.28 CSR EXPENDITURE- Gross amount required to be spent during the year 8,521,607 5,131,447

- Amount spent during the year on

Construction/ acquisition of asset - -

On purposes other than above 8,521,607 5,131,447 8,521,607 5,131,447

2.29 TAX EXPENSECurrent tax for the year 213,347,822 184,769,070

Deferred tax charge/ ( benefit) (14,049,478) (1,197,503) 199,298,344 183,571,567

2.30 CAPITAL COMMITMENTS AND CONTINGENCIES

Estimated amount of contracts remaining to be executed on capital account (net of capital advances) and not provided for

204,468,712 37,033,381

Commitment under Export Promotion Capital Goods (EPCG) scheme* 126,283,079 80,247,830

Guarantees issued by banks (inclusive of guarantees given for EPCG scheme)

61,635,853 31,492,772

Claims against the company not acknowledged as debts; Provident Fund related matters

3,572,891 3,572,891

Employee bonus ** 14,949,281 -

* The Group has obtained duty free/ concessional duty licenses for import of capital goods by undertaking export obligations under the EPCG scheme. As at 31 March 2016, export obligations remaining to the fulfilled amounts to Rs. 90,104,104 (Previous year: 80,247,832), which need to be fulfilled within a period of seven years. In the event that export obligations are not fulfilled, the Group would be liable to levies and liquidated damages.

** Employee bonus refers to amount payable to employees as per Payment of Bonus (Amendment) Act 2015 vis-à-vis retrospective application from 1 April 2014 to 31 March 2015. Company has relied on stay petition granted by the Hon-orable High Court of Kerala and Honorable High Court Madras against retrospective application of Payment of Bonus (Amendment) Act 2015 from 1 April 2014. Pending disposal of the case, no provision has been made in the books of accounts. The Company has obtained an independent legal opinion in support of this.

Legal and consultancy 26,365,364 18,644,975

Professional fees to doctors 940,247,063 683,455,220

Minor procedure expenses 14,627,352 11,936,564

Travel and conveyance 20,905,245 16,558,477

Advertisement and promotion 56,299,775 43,312,283

Water charges 15,672,484 30,504,854

Insurance 2,853,405 2,721,042

Repairs and maintenance - buildings 11,915,600 8,910,885

Repairs and maintenance - machinery and equipments 35,373,516 23,323,552

General maintenance 49,258,043 40,389,842

Security and housekeeping 182,682,227 149,508,574

Nursing college expense 6,271,905 4,922,250

Provision for doubtful debts 18,041,233 -

Bad debts written-off - 7,559,400

Printing and stationery 26,316,752 22,967,834

Net loss on account of foreign exchange fluctuations - 389,061

Credit card and other commission 7,524,388 6,183,394

Postage, telegram and telephone 9,803,162 7,208,373

Bank charges 4,977,988 3,108,255

Unamortised miscellaneous expense written-off - 2,245,509

Loss on sale of fixed asset - 1,112,094

Miscellaneous expenses 39,813,084 26,781,480

1,756,620,078 1,334,805,892

2.32 GRATUITYThe following tables set out the status of the gratuity plan as required under Accounting Standard-15

Particulars 31 March 2016 31 March 2015

Obligations at the beginning of the year 43,087,911 22,252,501

Service cost 9,862,000 5,941,000

Interest cost 3,387,000 2,024,000

Actuarial gain / (loss) 5,093,000 844,499

Acquisition during the year - 13,205,911

Benefits Paid (6,612,000) (1,180,000)

Obligations at the end of the year 54,817,911 43,087,911

Change in plan assetsPlans assets at beginning of the year, at fair value 8,629,000 8,530,000

Expected return on plan assets 588,000 642,000

Actuarial loss (136,000) 11,000

Contributions 566,000 626,000

Benefits paid (3,686,000) (1,180,000)

Plans assets at the end of the year, at fair value 5,961,000 8,629,000

Year ended31 March 2016

Year ended31 March 20152.31 EARNINGS PER SHARE

Net profit attributable to equity share holders (Rs.) 118,223,738 204,832,571

Weighted average number of ordinary equity shares of Rs. 10 each outstanding during the year – basic

70,024,069 66,036,871

Earnings per share (EPS) (Rs.) – basic 1.69 3.10

Net profit for the year (as per the statement of profit and loss) (Rs.) 149,223,928 235,832,336

Weighted average number of equity shares of Rs. 10 each outstanding during the year – diluted

100,327,100 96,339,902

Earnings per share (Rs.) – diluted 1.49 2.45

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)(All amounts in Indian rupees, except share data and where otherwise stated)

KIMS HEALTHCARE MANAGEMENT LIMITED AND ITS SUBSIDIARIES

Year ended31 March 2016

Year ended31 March 2015

Calculation of net profit attributable to equity shareholders

Net profit for the year (as per the statement of profit and loss) 149,223,928 235,832,336

Less : preference dividend including tax on dividends 3,100,0190 30,999,765

Net profit attributable to equity shareholders 118,223,738 204,832,571

Calculation of weighted average number of equity shares for basic and diluted profit per shareNumber of shares at the beginning of the year 70,024,069 50,024,069

Equity shares issued during the year - 20,000,000

Number of shares at the end of the year 70,024,069 70,024,069

Weighted average number of equity shares outstanding at the end of the year - basic

70,024,069 66,036,871

Dilutive instruments (Class A equity shares and Compulsorily convert-ible cumulative preference share)

30,303,031 30,303,031

Weighted average number of equity shares outstanding at the end of the year - diluted

100,327,100 96,339,902

Year ended

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Details of experience adjustments – gratuity

ParticularsAs at 31 March

2016 2015 2014 2013 2012

Defined benefit obligation 54,817,911 43,087,911 22,252,501 12,040,226 9,247,778

Plan assets 5,961,000 8,629,000 8,530,000 8,485,275 7,674,564

Surplus/(deficit) (48,856,911) (34,458,911) (13,722,501) (3,554,951) (1,573,214)

Experience adjustment on plan liabilities 298,000 1,426,000 3,574,000 2,792,448 3,114,050

Experience adjustment on plan assets (152,000) 11,000 62,000 810,711 1,205,454

2.33 SEGMENT REPORTING

The Group is engaged in the business of rendering health care and related services. The entire operations are organised and managed as one organisational unit with the same set of risks and returns, hence the same has been considered as representing a single primary segment. The Group renders its services in India only and does not have any operations in economic environments with different risks and returns; hence it is considered operating in a single geographic segment. Accordingly, no segment disclosure has been made in these financial statements.

2.34 LEASE

The Group is obligated under non-cancellable operating leases for some of its office premises. Total rental expens-es under such leases amounted to Rs 20,971,514 (previous year: Rs 28,481,051). Future minimum lease payments due under non-cancellable operating leases are as follows

Year ended 31 March 2016

Year ended 31 March 2015

Not later than one year 20,400,000 21,469,500

Later than one year and not later than five years 11,900,000 32,300,00032,300,000 53,769,500

The Group is obligated under cancellable operating leases for residential and office space. Total rental expense under cancellable operating leases during the year was Rs 29,008,205 (previous year: Rs 20,512,896).

Assumptions 31 March 2016 31 March 2015

Interest rate per annum 7.5% - 8% 7.8% - 8%

Expected rate of return on plan assets 7.80% 8.00%

Expected rate of salary increase 5.00% 5.00%

Retirement age 60 years

AttritionUp to 35 years of age 20%-25% p.a,

Above 35 years of age 4% p.a

The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors such as supply and demand factors in the employment market.

Reconciliation of the obligation and value of the plan assets:

Fair value of plan assets at the end of the year 5,961,000 8,629,000

Present value of the defined benefit obligations at the end of the year

54,817,911 43,087,911

Net liability recognized in the balance sheet 48,856,911 34,458,911

Gratuity cost Service cost 9,862,000 5,941,000

Interest cost 3,387,000 2,024,000

Expected return on plan assets (588,000) (642,000)

Actuarial gain/(loss) 5.229,000 833,000

Net gratuity cost 17,890,000 8,156,000

2.35 DERIVATIVES AND UN-HEDGED FOREIGN CURRENCY EXPOSURE

(a) There are no un-hedged foreign currency receivables/ payables and no outstanding derivative instruments as at the balance sheet date.

(b) During the previous year, the Company had entered into forward contracts to hedge its foreign exchange fluc-tuation risk associated with the repayment of foreign currency borrowing from State Bank of India aggregating to USD 250,772. The aforesaid loan has been repaid during the year and forward contract has been settled.

1. Names of related parties and description of relationship:

A. Enterprises where control existParticulars Name of the parties

Holding and ultimate holding company Condis India Healthcare Limited, India

Subsidiaries and step down subsidiaries

KIMS Cancer Care and Research Center Private Limited, IndiaKIMS Bellerose Institute of Medical Science Private Limited, IndiaKIMS Kollam Multi Speciality Hospital India Private Limited, IndiaKIMS Al Shifa Hospital Private Limited, IndiaKIMS Nagercoil Institute of Medical Sciences Private Limited, IndiaAl Shifa Scan Centre Private Limited, IndiaBibi Hospitals Private Limited, India

B. Other related parties with whom the Company had transactions during the year

a) Key management personnel (KMP)

Dr.M.I Sahadulla – Chairman and Managing DirectorDr.G.Vijayaraghavan – Vice Chairman and DirectorMr.E.M.Najeeb - Executive DirectorMr.C.H.A.Raheem – Executive DirectorMr.E. Iqbal – Whole Time DirectorDr. P M Zuhara- Director

b) Relative of key managerial personnelMr. Samer SahadullaMrs. Reshmi AyshaMr. Safar Iqbal

c) Entities in which KMP has significant influence

Air Travel Enterprises India Limited, IndiaOak India Healthcare Limited, IndiaThe Great India Tour Company Private Limited, IndiaKIMS Trust, IndiaKIMS Management International FZC, UAEKIMS Holding Co. BSC, BahrainKIMS Shares and Securities Private Limited, IndiaKIMS Oman Hospital LLC, OmanRoyal Bahrain Hospital WLL, BahrainKameda Infologics Private Limited, IndiaChrysalis Communications Private Limited, IndiaSociety for Continuing Medical Education and Research (SOCOMER), India

2.36 RELATED PARTIES

C. RELATED PARTY TRANSACTIONS:

(a) The Group has entered into the following transactions with related parties during the year ended 31 March 2016

ParticularsYear ended

31 March 2016Year ended

31 March 2015

REVENUE FROM OPERATIONSAir Travel Enterprises India Limited 7,700 400

KIMS Trust 895,276 434,710

KIMS Holding Co. BSC - 75,803

Royal Bahrain Hospital WLL 359,444 1,702,624

KIMS Oman Hospital LLC 151,204 17,376

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RENT PAIDCondis India Healthcare Limited 8,739,615 8,213,021

FRANCHISE FEEKIMS Management International FZC 6,626,856 4,632,836

TRAVEL AND CLEARING AND FORWARDING EXPENSEAir Travel Enterprises India Limited 11,086,262 6,124,412

The Great India Tour Company Private Limited 97,102 93,486

TRAINING EXPENSESSOCOMER 376,424 -

ADVERTISEMENT AND PROMOTIONChrysalis Communications Private Limited 13,660,942 10,041,190

REPAIRS AND MAINTENANCECondis India Healthcare Limited 81,707 1,909,037

Kameda Infologics Private Limited 2,938,983 2,850,017

EXPENSE MET BY KIMSCondis India Healthcare Limited 679,805 10,810,160

KIMS Trust 806,474 1,030,640

KIMS Oman Hospital LLC - 73,123

KIMS Holding Co. BSC - 143,370

Royal Bahrain Hospital WLL 210,456 -

Oak India Healthcare Limited - 6,500

KIMS Management International FZC 5,427,028 1,263,440

KIMS Shares & Securities Private Limited 3,080 18,200

SOCOMER 574,600 578,782

EXPENSE MET ON BEHALF OF KIMSKIMS Trust 14,560 337,416

KIMS Management International FZC 4,135,262 9,521,540

Royal Bahrain Hospital WLL 110,149 393,291

PROFESSIONAL FEESCondis India Healthcare Limited - 974,160

ADVANCE FOR INVESTMENTKIMS Holding Co. BSC 35,519,623 -

PURCHASE OF ASSETSCondis India Healthcare Limited 43,221,466 47,436,175

Kameda Infologics Private Limited 6,840,000 6,047,200

REMUNERATION (including professional charges)Dr.M.I.Sahadulla 16,605,000 14,400,000

Dr.G.Vijayaraghavan 11,685,000 10,200,000

Mr.E.M.Najeeb 8,969,000 7,800,000

Mr.C.H.A Raheem 8,969,000 7,800,000

Mr.E.Iqbal 4,489,500 3,900,000

SALARIES AND ALLOWANCESMr. Samer Sahadulla 517,000 466,000

Mr. Safar Iqbal 441,371 393,107

Mr. Tariq E. N. 641,962 -

Dr. P. M. Zuhara 6,060,000 4,680,000

(b) Balance receivable from/ payable to related parties as at the balance sheet date)

ParticularsAs at

31 March 2016As at

31 March 2015

DUES FROM RELATED PARTIESRoyal Bahrain Hospital WLL 637,980 978,229

2.37 ACQUISITIONS

a) During the year ended 31 March 2016, the Group has acquired 51% of equity in Bibi Hospitals Private Limited on 15 December 2015. The written down value of the fixed assets taken over on account of acquisition amounts to Rs 74 million.

b) During the previous year, the Group has acquired 51% of equity in KIMS Al Shifa Hospital Private Limited on 14 January 2015. The initial purchase consideration paid was Rs 843 million. The goodwill of Rs 715 million comprises of value of expected synergies arising from the acquisition.

c) On 16 July 2014, the Group acquired 52.2% of equity of KIMS Nagercoil Institute of Medical Sciences Private Limited. The Group had paid a total consideration of Rs 92 million in cash and there are no goodwill / capital reserve on this acquisition.

d) During the year ended 31 March 2016, KIMS Al Shifa Healthcare Private Limited has filed a petition with the honourable high court of Kerala for its the merger with its subsidiary Al Shifa Scan Centre Private Limited. As per the direction of court, the company has conducted necessary extra ordinary general meeting under the supervision of the Chairman appointed by the court. The matter was approved unanimously by the shareholders in its meeting held on 30 March 2016 and necessary reports were presented to the honourable high-court by the Chairman. The matter is pending before the court for final orders.

2.38 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with associated enterprises during the financial year and expects such records to be in existence latest by the date of filing its income tax return as required by law. The Management is of the opinion that its international transactions are at arm’s length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

2.39 Previous year figures have been regrouped/ reclassified wherever necessary to conform to current year presentation.

KIMS Oman Hospital LLC 803,115 766,511

KIMS Management International FZC 3,066,668 959,469

KIMS Holding Co. BSC 322,636 322,635

DUES TO RELATED PARTIESCondis India Healthcare Limited - 937,000

Chrysalis Communications Private Limited 384,738 5,375

TRADE RECEIVABLESKIMS Trust 196,091 55,000

ADVANCE TO SUPPLIERS OF GOODS AND SERVICESAir Travel Enterprises India Limited 474,223 185,991

Oak India Healthcare Limited 200,000 -

KIMS Shares & Securities Private Limited - 17,600

Condis India Healthcare Limited 106,374 -

ADVANCE FOR CAPITAL GOODSKameda Infologics Private Limited 5,130 6,800,000

ADVANCE AGAINST INVESTMENTKIMS Holding Co BSC 35,519,623 -

CS BINU.K.B Company Secretary

Membership No. F 8071

C.H.A.Raheem, FCAExecutive Director Finance

DIN 02243301

Thiruvananthapuram 4 June 2016

Dr. M.I.SAHADULLAChairman & Managing Director

DIN 00600608CHANDRASHEKHAR BPartner | Memb. No. 114161

For and on Behalf of the Board of Directors of

KIMS HEALTHCARE MANAGEMENT LIMITED

Thiruvananthapuram 4 June 2016

As per our report of even date attached For B S R & ASSOCIATES LLP Chartered Accountants Firm Registration No : 116231W/W-100024

Sd/-

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Pursuant to first proviso to Sub section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014Statement containing salient features of the financial statement of Subsidiaries / associate Companies / Joint ventures

Part A : Subsidiaries (Information about each susidiary to be presented with amounts in Rs.)

FORM AOC -1

Sl Particulars 1 2 3 4 5 6 7

1 Name of the subsidiary

KIMS Cancer Care and Re-search Cen-ter Private Limited

KIMS Kollam Multispecial-ity Hospital India Private Limited

KIMS Belle-rose Institute of Medical Sciences Pri-vate Limited

KIMS Nager-coil Institute of Medical Sciences Pri-vate Limited

KIMS Al Shifa Healthcare Private Lim-ited

*Al Shifa Scan Cen-tre Private Limited

*Bibi Hospi-tals Private Limited

2

Reporting period for the subsidiary concerned, if different from holding Compan's reporting period

NA NA NA NA NA NA NA

3

Reporting currency and ex-change rate as on the last date of relevant Financial year in the case of foreign subsidiaries

NA NA NA NA NA NA NA

5 Share capital 256,022,120 387,116,234 320,300,000 177,950,560 110,768,500 7,200,000 164,399,490

6 Reserves and Surplus (14,570,327) (116,311,462) (236,094,974) (3,227,069) 229,669,738 5,006,856 485,118

7 Total Assets 318,620,073 346,952,092 581,034,195 176,817,164 1,293,098,715 13,896,328 207,449,117

8 Total liabilities 318,620,073 346,952,092 581,034,195 176,817,164 1,293,098,715 13,896,328 207,449,117

9 Investments 134,399,490 - - - 10,826,100 - -

10 Turnover 183,048,564 129,075,938 163,669,786 39,701 847,424,104 13,865,083 26,421,220

11 Profit before taxation (5,457,451) (54,126,745) (128,268,435) (14,259) (139,999,368) 2,123,625 485,118

12 Provision for taxsation - - - - - 267,944 -

13 Profit after taxation (5,457,451) (54,126,745) (128,268,435) (14,259) (139,999,368) 1,855,681 485,118

14 Proposed dividend - - - - - - -

15 Percentage of shareholding 86.94% 63.54% 78.93% 52.73% 51.00% 51.00% 51.00%

* Al Shifa Scan Centre Private Limited is a subsidiary of KIMS Healthcare Management Limited, as it is being subsidiary of KIMS Al Shifa Healthcare Private Limited - which is the subsidiary of KIMS Healthcare Management Limited.

* Bibi Hospital Private Limited is a subsidiary of KIMS Healthcare Management Limited, as it is being subsidiary of KIMS Cancer Care and Research Center Private Limited - which is the subsidiary of KIMS Healthcare Management Limited.

Note : 1. Names of subsidiaries which are yet to commence operations : KIMS Nagercoil Institute of Medical Sciences Private Limited2. Names of subsidiaries which have been liquidated or sold during the year : Nil

Part B : Associates and Joint Ventures Statement pursuant to section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures

Sl No Name of Associates / Joint Ventures Name

1 Latest Audited Balance Sheet date

2 Shares of Associate / Joint Ventures held by the Company on the year end

Amount of investment in Associates / Joint Venture

Extend of Holding percentage

3 Description of how there is a significant influence

4 Reason why associate/ Joint venture is not consolidated

5 Networth attributable to sharehodling as per latest audited Balance Sheet

6 Profit / Loss for the year

i.Considered in consolidation

I not consdered in consolidation

Note : 1. Names of associates or joint ventures which are yet to commence operations : Nil 2. Names of associates or joint ventures which have been liquidated or sold during the year : Nil

NIL

C.H.A.RAHEEM, FCAExecutive Director Finance

DIN 02243301

Dr. M.I.SAHADULLAChairman & Managing DirectorDIN 00600608

For and on Behalf of the Board of Directors ofKIMS HEALTHCARE MANAGEMENT LIMITED

CS BINU.K.B Company Secretary

FCS 8071

COMPANY REGISTRATION NO. : U85110KL 1995 PLC 009336EXIM/TAXATION REGISTRATIONS

INCOME TAX PERMANENT ACCOUNT NO. : AABCT2300C

SERVICE TAX REGISTRATION NO. : AABCT2300CST001

INCOME TAX DEDUCTION ACCOUNT NO. : TVDT00511A

KGST NO. : 11134356/22.02.2002

CST NO. : 1139356/22.03.2002

TIN (VAT) NO. : 32010802795

IE CODE : 1000003353

FIEO RCMC NO. : FIEO/SR/3054/SP/2005-2006

SEPC RCMC NO : SEPC/03/1/35/2007

EXPORT HOUSE LICENSE NO : A-001347 / 15.09.2010

HOSPITAL OPERATIONSHOSPITAL TC.NO. ( MAIN BLOCK ) : 14/2008/2

HOSPITAL TC.NO. ( KIMS NORTH ) : 14/2008(6)

HOSPITAL REGISTRATION NO. : H 11/67309/14

DRUG LICENSE NO. ( II LEVEL KIMS ) : 1-09/20/2002 , 1-10/21/2002

DRUG LICENSE NO. ( VII LEVEL KIMS ) : 1-174/20/2009 , 1-175/21/2009, 1-176/20F/2009

DRUG LICENSE NO. ( KIMS NORTH IV LEVEL ) : KL-TVM-102209, KL-TVM-102210

DRUG LICENSE NO.(KIMS WELLNESS TVM) : 1-338/20/2011, 1-339/21/2011

BLOOD BANK LICENSE NO. : 0126/28C/KER/DC-CLAA/2002

BLOOD COMPONENTS SEPARATION LICENSE NO. : 9ML2-6871/2003/DC

FAMILY WELFARE SERVICE REGISTRATION NO. : GO(RT)3063/03/H&F.W.D.

POLLUTION CONTROL BOARD CONSENT : PCB/HO/TVPM/ICO/1/2008

BIOMEDICAL WASTE HANDLING AUTHORISATION : PCB/BMW/417/2002

RECTIFIED SPIRIT LICENSE NO. : 27/2009-2010TVPM

NARCOTIC DRUG LICENSE NO. : 1/2005-2006/TVPM

CERTIFICATE OF REGISTRATION (ULTRA SOUND / GENETIC COUNCILING CERTIFICATE) : PNDT/TVM/55/2002

RENAL TRANSPLANTATION LICENSE NO. : H5/1216/2009/DME

LIVER TRANSPLANTATION LICENSE NO. : H5/20239/2012/DME

BUILDING PERMIT ( MAIN BLOCK ) : 2K/818/2003

BUILDING PERMIT ( KIMS NORTH ) : 2K/2101/01/06

IMA CERTIFICATE : IMAGE/01/02

RADIATION SAFETY CERTIFICATE : DRS 331/07

INTERVENTIONAL RADIOLOGY (CATH LAB) INSTALLATION CERTIFICATE : AERP/RSD/LIC-MDX-R/KL-386(A)/2010/11493

LICENSE FOR CT SCAN : 695029 KL.001 (A)

TRADE MARK REGISTRATION NO. : 1283946, 973206

SOFTWARE LICENSE (ORACLE) : IN 75272/2008CSI#15897191

MICROSOFT OPEN LICENSE AGREEMENT NOS : 46602324,46602321, 40368502, 45186233,

47120205,42941174,43708963,16554431,

FOOD SAFETY & STANDARDS AUTHORITY OF INDIA LICENSE[TVM] : 11313001002122

FOOD SAFETY & STANDARDS AUTHORITY OF INDIA LICENSE[WELLNESS] : 21312011002188

FOOD SAFETY & STANDARDS AUTHORITY OF INDIA LICENSE[THONNAKKAL] : 11314001003679

EMPLOYEE RELATED LICENSE AND PERMITSEPF ACCOUNT NO. : KR/16661

ESI : 54-30523-101

LABOUR REGISTRATION CERTIFICATE NO. : D1/615/W II/33/KA

CONTRACT LABOUR REGISTRATION : CLR/03/2004

KIMS HEALTHCARE MANAGEMENT LIMITEDLICENSE AND PERMITS

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To

KIMS Healthcare Management Limited

P.B No. 1, Anayara P.O,

Trivandrum 695 029, Kerala

Dear Sirs,

FORM FOR ELECTRONIC CLEARING SERVICES FOR PAYMENT OF DIVIDEND/INTEREST .

Please fill-in the information in CAPITAL LETTERS IN ENGLISH ONLY. Please TICK (√ ) wherever is

appplicable.

Folio No. FOR OFFICE USE ONLY

ECS REF No.

Name of First Holder

Bank Name

Branch Name

Branch Code IFS CODE

(9 Digits Code Number appearing on the MICR Band of the cheque supplied by the Bank). Please attach a xerox copy of a cheque or a blank cheque of your bank duly cancelled for ensuring accuracy of the banks name, branch name and code number.

Account Type Savings Current Cash Credit

A/c. No. (as appearing in the cheque Book)

Effective date of this mandate

I, hereby, declare that the particulars given above are correct and complete. If any transaction is delayed or not effected at all for reasons of incompleteness or incorrectness of information supplied as above, the Company will not be responsible. I agree to avail the ECS facility provided by RBI, as and when implemented by the Company.

I further undertake to inform the Company any change in my Bank/branch and account number.

Dated:................................................ (Signature of First Holder)

ELECTRONIC CLEARING SERVICES (ECS) MANDATE FORM KIMS HEALTHCARE MANAGEMENT LIMITED

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KIMS HEALTHCARE MANAGEMENT LIMITED

[Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014]

ToName of the company:.................................................................................................................................................

Address of the company:..............................................................................................................................................

I/We …………...................................................................................................................................……the holder(s) of the securities particulars of which are given hereunder wish to make nomination and do hereby nominate the following persons in whom shall vest, all the rights in respect of such securities in the event of my/our death.

(1) PARTICULARS OF THE SECURITIES (in respect of which nomination is being made)

Nature of securities Folio No. No. of securities Certificate No. Distinctive No.

(2) PARTICULARS OF NOMINEE/S

(a) Name: ....................................................................................................................

(b) Date of Birth: ....................................................................................................................

(c) Father’s/Mother’s/Spouse’s name: ....................................................................................................................

(d) Occupation: ....................................................................................................................

(e) Nationality: ....................................................................................................................

(f) Address: ....................................................................................................................

(g) E-mail id: ....................................................................................................................

(h) Relationship with the security holder:..................................................................................................................

(3) IN CASE NOMINEE IS A MINOR

(a) Date of birth: ....................................................................................................................

(b) Date of attaining majority ....................................................................................................................

(c) Name of guardian: ....................................................................................................................

(d) Address of guardian: ....................................................................................................................

(4) PARTICULARS OF NOMINEE IN CASE MINOR NOMINEE DIES BEFORE ATTAINING AGE OF MAJORITY

(a) Name: ....................................................................................................................

(b) Date of Birth: ....................................................................................................................

(c) Father’s/Mother’s/Spouse’s name: ....................................................................................................................

(d) Occupation: ....................................................................................................................

(e) Nationality: ....................................................................................................................

(f) Address: ....................................................................................................................

(g) E-mail id: ....................................................................................................................

(h) Relationship with the security holder: (i) Relationship with the minor nominee..............................................

Name:.............................................................................................................................................................................

Address:........................................................................................................................................................................

Name of the Security Signature Witness with nameHolder (s) and address

Form No. SH-13 NOMINATION REQUEST FORM

KIMS HEALTHCARE MANAGEMENT LIMITED

P.B.No. 01, Anayara P.O, Trivandrum, Kerala 695029

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FORM MGT 11PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014)

KIMS HEALTHCARE MANAGEMENT LIMITEDRegd. Off: P.B.No. 01 Anayara P.O, Trivandrum, Kerala 695029

(CIN: U85110KL1995PLC009336)

21ST ANNUAL GENERAL MEETING

Name of the Member(s):

Registered Address:

E-Mail Id:

Folio No:

I/We being the member (s) of ………..........………...…. Shares of KIMS Healthcare Management Limited, hereby appoint

Name

Address:

E-Mail Id:

Signature: ……………………….................................................................................................., or failing him/her

as my / our proxy to attend and vote (on Poll) for me / us and on my / our behalf at the Twenty First Annual General Meeting of the company to be held at 3.30 pm on 30th September, 2016 at Oslar Hall, KIMS North, Anayara PO, Trivandrum – 695 029 and any adjournment thereof in respect of such resolution as are indicated below:

Name

Address:

E-Mail Id:

Signature: ……………………….................................................................................................., or failing him/her

Name

Address:

E-Mail Id:

Signature: ……………………….................................................................................................., or failing him/her

ORDINARY BUSINESS1. To receive, consider and adopt the Audited Balance Sheet of the Company as on 31st March 2016 and the Profit and

Loss Account for the year ended on that date and the Reports of the Directors and Auditors thereon.2. To declare dividend on equity and preference shares of the Company.3. To appoint a Director in the place of Dr. Sheriff M Sahadulla, who retires by rotation and being eligible offers himself

for re-appointment4. To appoint a Director in the place of Mr. A.K.Mukthar, who retires by rotation and being eligible offers himself for re-

appointment5. To appoint a Director in the place of Mr. K. Jalaluddin who retires by rotation and being eligible offers himself for

re-appointment.

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One RupeeRevenueStamp

SPECIAL BUSINESS

8. Revision of remuneration of Chairman and Managing Director9. Revision of remuneration of Vice Chairman and Director10. Revision of remuneration of Executive Director - Business Development, Human Resources, Procurement and Projects11. Revision of remuneration of Executive Director - Corporate Finance and CFO 12. Revision of remuneration of Director - Support Services

Signed this …........................................... day of September 2016

Signature of the Shareholder……..............................................……………………

Signature of the Proxy Holder(s)…………................................................…………..

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of theCompany not less than 48 hours before the commencement of the Meeting.

KIMS HEALTHCARE MANAGEMENT LIMITEDATTENDANCE SLIP

21st ANNUAL GENERAL MEETING | Date: 30th SEPTEMBER 2016

Regd. Folio No..............................

I certify that I am a Registered Shareholder/Proxy for the Registered Shareholder of the Company, I hereby record my

presence at the 21ST ANNUAL GENERAL MEETING of the Company at Osler Hall, KIMS North,Anayara P.O, Trivandrum

on FRIDAY 30TH SEPTEMbER, 2016 AT 3.30 P.M

............................................................ ...........................................

Member’s/Proxy Name in Block Letters Member’s/Proxy’s Signature

Note : Please fill this attendance and hand it over at the ENTRANCE OF THE MEETING HALL.

6. To appoint a Director in the place of Mr. V. Radhakrishnan who retires by rotation and being eligible offers himself for re-appointment.

7. To ratify the appointment of Auditors

Name :.............................................................................................................................................................................

Address:.........................................................................................................................................................................................

......................................................................................................................................................................................................

......................................................................................................................................................................................................

Folio No:................................................................... Email id: ......................................................................................................

Signature of Member

MEMBERS FEEDBACK FORM 2015-16

Views/Suggestions for improvement, if any

--------------------------------------------------------------------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------

Excellent Very Good Good Satisfactory UnSatisfactory

Directors’ Report

Corporate Governance Report

Management Discussion Analy-

sis

Timely receipt of Annual Report

Conduct of Annual General Meeting

Timely receipt of Dividend Warrants

Promptness in solving your query

Overall Rating

Contents

Presentation

Contents

Presentation

Contents

Presentation

KIMS HEALTHCARE MANAGEMENT LIMITED

Members are requested to send this feedback form to The Company Secretary

KIMS Healthcare Management LimitedPB.No 1, Anayara.P.O, Trivandrum 695 029

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