Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team...

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Transcript of Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team...

Page 1: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services
Page 2: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services
Page 3: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services
Page 4: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services
Page 5: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services
Page 6: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services
Page 7: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services

Our Vision

“A Caring Mission with A Global Vision”

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Page 9: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services

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Hospital Management

MIMS Calicut

Management Team

Dr Hamza - Whole Time DirectorMr. Farhan Yasin - Chief Executive Officer Dr Sooraj K M - Chief of Medical ServicesDr Abraham Mammen - Dy Chief of Medical ServicesMr Sameer P T - Chief Operating OfficerCA Arjun Vijayakumar - Chief Financial Officer CS Udaya Kumar T P - Company SecretaryMr. Briju Mohan - Head HRCA Arun Raj - Manager - Financial Planning and AnalysisMr. Seethapathy - AGM ProjectsMrs. Sheelamma Joseph - Chief Nursing OfficerMr. S M Esa - Trust Administrator

MIMS Kottakkal

Management Team

Mr. Nithyananda P - Hospital Director Dr Hari P S - Chief of Medical ServicesDr Sumith S Malik - Dy Chief of Medical ServicesDr Anvi K P Skandhan - HOD QualityMr. Nag Kumar - Senior Manager - HR Adv. Noushad - Senior Manager - Operations Mrs. Sali Varghese - Chief Nursing OfficerMr. Vinod ME - Manager FinanceMr. Sreehari M - Manager Operations & Quality

MIMS Kannur

Management Team

Mr. Farhan Yasin - Chief Executive OfficerDr. Sooraj K M - Chief of Medical ServicesDr. Pravitha S Anchan - Senior Manager OperationsMr. Suresh G Nair - Senior Manager HRMrs. Sheeba Bijukumar - Manager NursingMr. Jinu Joseph - Manager FinanceMr. Nazeer Ahamed C P - Manager Public & Govt. Relations

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• Notice to Shareholders 11• Directors’ Report 16• Auditors’ Report 37• Balance Sheet 44• Statement of Profit & Loss 46• Cash Flow Statement 47• Notes to Financial Statements 50

AuditorsBSR & Associates LLP

Chartered Accountants, Kochi

BankersHDFC Bank

South Indian BankICICI Bank

Registered Office

Mini By-pass Road, Govindapuram, Calicut - 673016, Kerala, IndiaTel: 0091 495 2488222 / 6791000. Fax: 0091 495 2741329

E-mail: [email protected] | Website: www.astermims.comManager on duty: Mob: 8157 885 111

MIMS KottakkalChenguvetty, Kottakkal, Malappuram District, Kerala, India

Tel: 0091 483 2807000 | Fax: 0091 483 2807888E-mail: [email protected]

Manager on duty: Mob: 9656 003 424

MIMS KannurChala East, Chala, Kannur - 670621, Kerala, India

Tel: 0497 6641000E-mail: [email protected]

Manager on duty: Mob: 9656 111 666

CONTENTS

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MALABAR INSTITUTE OF MEDICAL SCIENCES LIMITEDRegistered Office: Mini By-pass Road, Govindapuram, Calicut – 673 016

NOTICE

Notice is here by given that the 25th Annual General Meeting of Malabar Institute of Medical Sciences Ltd (CINU85110K-L1995PLC008677) will be held on Tuesday, the 4th day of August, 2020 at 11.30 am (IST) / 10 am (GST) through Video Conferencing (”VC”) / Other Audio Visual Means (“OAVM”) to transact the following business:

Ordinary Business:1. To receive, consider and adopt audited Balance Sheet as at March 31, 2020 and statement of Profit and Loss for the

year ended on that date, the Reports of Directors and Auditors thereon.2. To Re appointa Director in place of Mr U Basheer, Director (DIN 01482427) who retires by rotation and being eli-

gible offers himself for re appointment.3. To Re appoint a Director in place of Engr Ahamed Moopan, Director (DIN 3345288) who retires by rotation and

being eligible offers himself for re appointment.4. To Re appoint a Director in place of Mrs. Nazeera Azad, Director (DIN 01880298) who retires by rotation and being

eligible offers herself for re appointment.5. To Re appoint a Director in place of CA Syed Khalil S M, Director (DIN 03055484) who retires by rotation and being

eligible offers himself for re appointment.6. To Re appoint a Director in place of CA Wilson T J, Director (DIN 02135108) who retires by rotation and being

eligible offers himself for re appointment.7. To consider, and if thought fit, to pass, with or without modifications, the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of section 139, 140, 141 and other applicable provisions if any of the Companies Act, 2013 and pursuant to Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof), for the time being in force, M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No 008072S), Prestige Trade Tower, Level 19, 46 Palace Road, High Grounds, Bengaluru 560001 who have offered themselves for appointment and have confirmed their eligibility to be appointed as Auditors, in terms of provisions of section 141 of the Act, and rule 4 of the rules, be and are hereby appointed as Statutory Auditors of the company to hold office from the conclusion of this 25th Annual General Meeting until the conclusion of 30th Annual General Meeting of the Company at such remuneration, as may be agreed between Board of Directors of the Company and the Auditors

Special Business:8. To consider and if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of sections 149 and 152 and any other applicable provisions of the

companies Act, 2013 (“the Act”) read with schedule IV to the Act, the companies (Appointment and Qualification of Directors) Rules, 2014 including any other Rules made thereunder (including any statutory modification(s) or re- enactment thereof for the time being in force), Mr. Salahuddin,(DIN00097569), in respect of whom the company has received a notice in writing from a member along with the candidature for the office of Independent Directors and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act, be and is hereby appointed as an Independent Non-Executive Director of the company to hold office for a term of 5 (five) consecutive years commencing from 01/09/2020, whose period of office will not be liable to determination by retirement of Directors by rotation.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to do all such acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

9. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and all other ap-

plicable provisions of the CompaniesAct, 2013 and the Companies (Appointment and Qualification of Directors)

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Rules, 2014 (including any statutory modification (s) or re-enactment there of for the time beingin force) Dr. A R Salim (DIN 272742), in respect of whom the company has received a notice in writing from a member along with the candidature for the office of Independent Directors and who has submitted a declaration that he meets the criteria for independence as provided in section 149(6) of the Act, be and is hereby appointed as an Independent Non-Executive Director of the company to hold office for a term of 5 (five) consecutive years commencing from 01/09/2020, whose period of office will not be liable to determination by retirement of Directors by rotation.

RESOLVED FURTHER THAT the Board of Directors of the company be and is hereby authorized to do all such acts and to take all such steps as may be necessary, proper or expedient to give effect to this resolution.”

10. To consider and, if thought fit, to pass, with or without modifications, the following resolution as a Special Resolution. “RESOLVED THAT pursuant to provision of Rule 6 (iii) of the Companies (Accounts) Rules 2014 the company be

and is here by exempted from consolidation of financial statements in respect of the only associate company, MIMS Infrastructure and Properties (P) Ltd (MIPPL) with the Financial statements of the Company since the Holding Com-pany, Aster DM Healthcare Ltd, India, consolidates the financials of MIPPLwith its Financial Statements.”

11. To consider and, if thought fit, topass, with or without modifications, the following resolution as an Ordinary Resolution. “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Com-

panies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, BBS & Associates (FRN00273), practicing Cost Accountants, Kochi appointed as Cost Auditors by the Board of Directors of the Company be paid a remunera-tion of Rs. 1,40,000/- plus out of pocket expenses & service tax as applicable, to conduct the audit of the cost ac-counting records of MIMS Calicut, MIMS Kottakkal and MIMS Kannur for the year 2020-21.

RESOLVED FURTHER THAT Mr. U Basheer, Director be and is here by authorized to take such steps and do all such acts, deeds, matters and things as may be considered necessary, proper and expedient to give effect to the resolution.”

By Order of the Board of Directors For Malabar Institute of Medical Sciences Ltd. Calicut June 10, 2020 Sd/- Dr. Azad Moopen ChairmanNotes:1. In view of the continuing Covid-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular dated

May 5, 2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as “MCA Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the provisions of the Companies Act, 2013 (“Act”) and MCA Circulars, the AGM of the Company is being held through VC/OAVM.

2. Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI, etc.) are required to send a scanned copy (PDF/JPG Format) of its Board or governing body Resolution / Authorization etc., authorizing its representative to attend the AGM through VC / OAVM on its behalf and to vote at the meeting. The said Resolution/Authorization shall be sent by email through its registered email address to email: [email protected].

3. In compliance with the aforesaid MCA Circulars, Notice of the AGM along with the Annual Report 2019-20 is be-ing sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2019-20 will also be available on the Company’s website www.astermims.com.

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Please note that any dividend amount for 2012-13 remaining unclaimed / unpaid as on 22/09/2020 shall be transferred to the Investor Education and Protection Fund account. The required explanatory statement pursuant to Section 102 of the Companies Act 2013 is given below.

Dividend Year

2012 - 132013 - 142014 - 15

2015 - 162016 - 172017 - 182018 - 19

Date of Declaration of Dividend

16 - 08 - 201314 - 08 - 201431 - 07 - 201518 - 08 - 201604 - 08 - 2017

NilNil

Last Date for Claiming the dividend

22 - 09 - 202020 - 09 - 202106 - 09 - 202224 - 09 - 202309 - 09 - 2024

NilNil

4. Pursuant to the aforesaid MCA Circulars, the members, who attend the AGM through VC / OAVM can join the meeting by using the login credentials which will be circulated to the shareholders separately to ensure confidentiality and security.

5. Members attending the AGM through VC / OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Act.

6. Since the AGM will be held through VC / OAVM, the Route Map is not annexed in this Notice.7. Facility of joining the AGM through VC / OAVM shall open 15 minutes before the time scheduled for the AGM and

will be available for Members till the expiry of 15 minutes after such scheduled time to the members on first come first served basis.

8. Members who need assistance before or during the AGM, can contact Udaya Kumar T P, Company Secretary, E-mail: [email protected], Contact No: +91 4956791207 / 9847007272.

9. Members can cast their vote on the resolutions where a poll on any item is required during the meeting, only by send-ing emails through their email addresses which are registered with the company. The said emails shall be sent only to the designated email address [email protected]

10. Members who would like to express their views or ask questions during the AGM may register themselves as a speaker by sending their request from their registered email address mentioning their name, Folio number and mobile number at [email protected] from August 1, 2020 (9.00 a.m IST) to August 3, 2020 (5.00 p.m IST). Those Members who have registered themselves as a speaker will only be allowed to express their views/ask ques-tions during the AGM. The Company reserves the right to restrict the number of speakers depending on the avail-ability of time for the AGM.

11. All the documents referred to in the Notice and Explanatory statement as well as other applicable documents/reg-isters will be available for inspection by the members through electronic mode. Members seeking to inspect such documents/registers can send an e-mail to [email protected].

12. Members are requested to notify immediately any change in their E-mail / postal address to the Registered Office of the Company.

13. Pursuant to the provisions of section 125 of the companies Act, 2013, followed by the issue of investor Education and Protection Fund (Awareness and protection of the investors) Rules, any dividend transferred by the company to the unpaid dividend account and remaining unclaimed for a period of 7 years from the date of such transfer shall be transferred by the company to a fund called the investor education and protection fund (The fund ) set up by the Central Govt.

Accordingly unpaid / unclaimed dividend for the financial year 2012- 2013 shall become transferable to the fund on the 22nd September 2020 followed by the transfers of the amounts of unpaid / unclaimed dividends for the subse-quent years. No claim shall lie there after against the fund or the company in respect of such amounts transferred. Shareholders are therefore requested to verify their records and send claims, if any for the relevant years from 2012- 2013 onwards, before the respective amounts become due for transfer to the fund. The following are the details of the dividends declared by the company and respective due dates for claiming by the shareholders.

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ANNEXURE TO THE NOTICE:

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013.

Item No. 7

The term of appointment of M/s BSR & Associates LLP, Chartered Accountants, (FRN No: 116231W/ W-100024), as Statutory Auditors of the Company which was approved at the Annual General Meeting held on 31st July, 2015 for a period of 5 years is due to expire at the ensuing annual general meeting of the company. The Board of Directors based on the recommendations of the Audit Committee considered the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No 008072S) as the statutory auditors of the company who have given their consent , vide their letter dated 10th June, 2020, to be appointed as statutory auditors and have confirmed that their appointment if made, would be in compliance with the provisions of Section 139 and 141 of the Act and rules framed thereunder as applicable . The Board recommends to the members , the appointment of M/s Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No 008072S),Bangalore as statutory auditors of the company to hold office from the conclusion of this Annual General Meeting, until the conclusion of 30th Annual General Meeting.

None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested financially or otherwise, in the resolution set out at item No 7.

Item No. 8 As prescribed under Section 149 of the Companies Act and the Companies (Appointment & Qualification of Direc-

tors) Rules, 2014, a Public Company having paid up capital of Rs 10 Crore or more or turnover of Rs 100 Crore or more shall have at least two independent directors. Section 149(10) of the Companies Act 2013 now mandates the appointment of Independent Director for fixed tenure upto five consecutive years. The said Director shall be eligible for re appointment for one more term of five years on passing of a Special Resolution by the Company.

In order to ensure due compliance with Companies Act 2013 it is intended to pass requisite Resolution at this Annual General Meeting for the appointment Mr. Salahuddin,(DIN00097569) as an independent Director.

In the opinion of the Board of Directors, Mr. Salahuddin,(DIN00097569) fulfils the conditions specified for being appointed as independent Director pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under and they are independent of management. Copy of the draft letter for appoint-ment of Mr. Salahuddin, (DIN00097569) as an independent Directors would be available for inspection at the regis-tered office of the company during normal business hours on working days up to the date of the General Meeting.

The Company has received notices from a member proposing appointment of Mr. M Mr. Salahuddin,(DIN00097569) as Independent Director with a requisite deposit of Rs 1 lakh for the proposal. The Company has also received dec-larations form Mr. Salahuddin,(DIN00097569) that he meets with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The Board considers the association of Mr. Salahuddin would be of immense benefit to the Company and it is desir-able to appoint him as an independent Directors. Accordingly the Board recommends this resolution for the approval by the members of the company.

Except Mr. Salahuddin, no Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in this item of business

The profile of the Director proposed to be appointed as Independent Directors under the Act is as under. Mr. Salahuddin: He was appointed as Director of the Company on 28/09/2001. He is a Director of the company who

has been actively involved in the management of the company and has contributed to the progress of the hospital. He worked as CEO Al Hathboor Group of Companies Dubai for over 25 years.

His long years of experience brought considerable value to the Board. The Nomination and Remuneration Commit-tee has considered the candidature of Mr. Salahuddin.

Item No. 9 As prescribed under Section 149 of the Companies Act and the Companies (Appointment & Qualification of Direc-

tors) Rules, 2014, a Public Company having paid up capital of Rs 10 Crore or more or turnover of Rs 100 Crore or more shall have at least two independent directors. Section 149 (10) of the Companies Act 2013 now mandates the appointment of Independent Director for fixed tenure upto five consecutive years. The said Director shall be eligible for re appointment for one more term of five years on passing of a Special Resolution by the Company.

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In order to ensure due compliance with Companies Act 2013 it is intended to pass requisite Resolution at this Annual General Meeting for the appointment Dr.A R Salim (DIN 272742) as an independent Director.

In the opinion of the Board of Directors, Dr. A R Salim (DIN 272742) fulfils the conditions specified for being ap-pointed as independent Director pursuant to Section 149 and other applicable provisions of the Companies Act, 2013 and the Rules made there under and they are independent of management. Copy of the draft letter for appointment of Dr.A R Salim (DIN 272742) as an independent Directors would be available for inspection at the registered office of the company during normal business hours on working days up to the date of the General Meeting.

The Company has received notices from a member proposing appointment of Dr.A R Salim (DIN 272742) as Inde-pendent Director with a requisite deposit of Rs 1 lakh for the proposal. The Company has also received declarations form Dr.A R Salim (DIN 272742) that they meet with the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The Board considers the association of Dr. A R Salim (DIN 272742) would be of immense benefit to the Company and it is desirable to appoint him as an independent Directors. Accordingly the Board recommends this resolution for the approval by the members of the company.

Except Dr. A R Salim (DIN 272742), no Director or Key Managerial Personnel of the Company or their relatives are concerned or interested in this item of business

The profile of the Director proposed to be appointed as Independent Directors under the Act is as under. Dr. A R Salim: He was appointed as Director of the Company on 27/09/2002. He is a Director of the company who

has been actively involved in the management of the company and has contributed to the progress of the hospital. He is running his own clinic under the name City Medical Centre Ajman UAE for last 34 years

His long years of experience brought considerable value to the Board. The Nomination and Remuneration Commit-tee has considered the candidature of.

Item No. 10 As per the Companies Act 2013 the Financials of an Associate Company has to be consolidated with the Financials of

the immediate holding company. In order to exempt the consolidation of financials, the immediate holding company has to pass special resolution to the effect that since the ultimate Indian holding company consolidates the financials of associate company, the immediate holding company need not consolidate the financials of Associate Company with its Financials. MIMS Infrastructure and Properties (P) Ltd is an Associate Company of the hospital.

Item No. 11 In pursuance of Section 148 of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules,

2014, the Company is required to appoint a cost auditor to audit the cost records of the Company. On the recommen-dation of the Audit Committee, the Board has, considered and approved the appointment of BBS & Associates (FRN 00273), practicing Cost Accountants, Kochi as the cost auditor for the financial year 2020-2021 at a remuneration of Rs. 1,40,000/- plus out of pocket expenses & service tax as applicable to conduct the audit of the cost accounting records of Aster MIMS Calicut & Kottakkal

The Board recommends this resolution for approval of the Members None of the Directors / Key Managerial Personnel of the Company/their relatives are in any way, concerned or inter-

ested, financially or otherwise, in the resolution.

By Order of the Board of Directors For Malabar Institute of Medical Sciences Ltd.

Calicut Sd/-June 10, 2020 Dr. Azad Moopen Chairman

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MALABAR INSTITUTE OF MEDICAL SCIENCES LIMITEDCorporate Office: Mini By pass Road, Govindapuram (PO), Calicut - 673016

DIRECTORS’ REPORT 2019 - 2020

Dear Shareholders,

On behalf of the Board of Directors, it is my pleasure to present the 25th Annual Report of Malabar Institute of Medical Sciences Ltd together with the Audited Statement of Accounts for the year ended March 31, 2020.

FINANCIAL HIGHLIGHTS The Company has recorded the following financial performance, for the year ended March 31, 2020:

REVIEW OF OPERATIONSDuring the year under review, the revenue from operations of the Company increased to Rs 484.17 Crs as compared to Rs 346.16 Crs in the previous year. This growth in revenue includes Rs 116.40 Crs from Aster MIMS Kannur also which started generating revenue during the year under review. Net Profit Before Tax was Rs 12.65 as compared to Rs 13.91 Crs in the previous year. The decline in the profit is due to the Loss incurred by Aster MIMS Kannur Rs 14.10 Crs. This loss is due to higher percentage of revenue spent on interest on project loan of Aster MIMS Kannur and other fixed expenses such as HR Cost of the unit. The increase in all other heads of expenses was due to corresponding increase in volume of activities in the hospital including that of Kannur Unit. Taxes for the year was Rs 0.67 Crs as compared to Rs 7.85 Crs dur-ing the previous year. The reason for lower taxes during the year was due to the fact that provisions of Minimum Alternate Tax has become applicable to the company on account of lower taxable income under Income Tax Act during 2019-2020. The comprehensive profit after tax for the year was Rs 12.17 Crs compared to Rs 5.75 Crs during the previous year. The finance cost during the year was Rs 17.28 Crs as compared to Rs 5.94 Crs during the previous year. The reason for this increase was due to the fact that the interest on loan taken for Kannur Project was capitalized upto June2019 which formed part of the cost of the Project and was not charged against Profit and Loss Account. This interest was charged against profit and loss Account from July 2019 onwards. Further Depreciation during the year was Rs 23.98 Crs as com-pared to Rs 13.52 Crs during the previous year. This increase was also due capitalization of Kannur Project in June 2019 and depreciation became chargeable against profit and loss account from July 2019 onwards. These factors resulted lower Profit before tax at Rs 12.65 Crs as compared to Rs 13.91 Crs during the previous year. The Board wish to inform that every effort has been made to control HR Cost during the year under review by reducing the number of employees and also restructuring salary pattern. The recommendations submitted by M/s Earnest and Young, Management Consultants, who conducted HR Audit at Aster MIMS Calicut and Kottakkal has been implemented. The performance of Aster MIMS Calicut has improved marginally compared to previous years. The unit was able to withstand the competition from other units in the periphery and improve profitability marginally during the year under review. The performance of Aster MIMS Kottakkal has improved and is on the plan for further expansion to be financed from the internal accruals of the unit. Aster MIMS Kannur reached at breakeven point during the year under review and requires additional beds for meeting patient requested. An associate entity in the name Ezhimala Infrastructure LLP was formed and 1.20 acres of land adjacent to Aster MIMS Kannur was acquired in the name of the associate entity for expan-sion purpose.

Revenue from operationsOther IncomeTotal IncomeOperating expensesEmployee costOther ExpensesFinance costDepreciationNet profit (before tax)TaxesProfit after taxBalance carried to Balance sheet

484.173.35

487.52118.33103.61211.67

17.2823.98 12.650.67

11.9812.17

346.161.81

347.9780.8882.43

151.295.94

13.5213.917.856.065.75

Current Year 2019-20 Previous Year 2018-19(Rs. in Crs)

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Revenue in Lakhs

Breakup of Expenditure in %

Comparison of Material Cost %

Comparison of EBITDA %

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Comparison of OP to IP Conversion

Comparison of Outpatient Numbers

Comparison of Inpatient Numbers

Income Distribution in % Comparison of Surgeries (nos)

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Covid 19 pandemic has disrupted the activities of the hospital in a small way during second half of March and April 2020. The activities of the hospital improved slowly during subsequent months. Since the government may declare lock down and travel ban at any time in future, there might be some fluctuations in the activities of the hospital. The Board took various measures to restrict fixed costs in view of the possible fluctuations in the activities in coming months. The hospital has implemented effectively the guidelines of the Government for the control of Covid 19. Aster MIMS Calicut is one among the few approved Hospitals in the Region doing Covid 19 PCR Test. Aster MIMS Kannoor and Kottakkal are also buying the PCR testing equipment.The hospital continues to uphold quality healthcare coupled with medical ethics in all the activities of the hospital and continues to retain market leadership in Malabar Region. Aster MIMS Calicut and Kottakkal continue to be NABH Accredited during the year under review. Aster MIMS Kannur will be applying for NABH Accreditation during 2020-2021. Aster MIMS Calicut continue to be accredited by NABL(National Accreditation Board for Testing and Calibration Laboratories). The Company continues to receive guidance on various matters from the holding Company, Aster DM Healthcare Ltd, Kochi.The Company is engaged in the business of Healthcare Service. There has been no change in the business of the Company during the financial year ended 31st March 2020.

DIVIDENDIn view of the expansion requirements at Aster MIMS Kannur and the possibility of decline in revenue due to Covid 19 epidemic during 2020-2021, the Board of Directors at their meeting held on 10/06/2020 decided not to recommend divi-dend for the financial year 2019-2020.

SHARE CAPITAL During the year under review the authorized share capital of the company remained unchanged consisting of Rs 10 Crores equity shares of Rs 10 each.

OUTLOOKDuring the financial year 2019-20, the hospital achieved a revenue of Rs 487.52 Crss (Previous year Rs 347.97 Crs) and made a profit of Rs 12.17 Crs (last year Rs 5.75 Crs). We have projected a turnover of Rs 509.28Crores and profit before tax of Rs. 51.33 Crores for the financial year 2020-21.

ACCEPTANCE OF DEPOSITSThe Company has not accepted/renewed any deposits during the year under review.

BOARD COMPOSITION AND INDEPENDENT DIRECTORSThe Board consists 15 Directors including Chairman, Whole Time Director, two independent Directors and a Woman Director.

DIRECTORSDirectors Mr. U Basheer,Engr Ahammed Moopan, Mrs. Nazeera Azad, CA Syed Khalil and CA Wilsonwill be retiring at the end of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.During the year under review Mr Anoop Moopan, Mr Kuttan Malattiri, Mr. Sreenath Reddy and M C Jaleel disassociated as a Director of the Company. The Board wish to place on record the valuable services rendered by them during their tenure as a Director

DISCLOSURE UNDER SECTION 149 (10)The Board decided to designate Engr Salahuddin and Dr. A R Salim as the Independent Directors of the company for five years upon the recommendation of Nomination and Remuneration Committee. The Independent Directors have given the certificate of independence to your Company stating that they meet the criteria of independence as mentioned under Sec-tion 149(6) of the Companies Act 2013.

BOARD MEMBERSHIP CRITERIAThe Board of Directors are collectively responsible for selection of a member on the Board. The Nomination and Remu-neration Committee of the Company follows a defined criteria for identification, screening, recruiting and recommending candidates for election as a Director on the Board. The criteria for appointment to the Board include:● Composition of the Board which is commensurate with the size of the Company, its portfolio, geographical spread

and its status as a Public Company.● Desired age and diversity on the Board;

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● Size of the Board with optimal balance of skills and experience and balance of Executive and Non-Executive Direc-tors consistent with requirements of the law;

● Professional qualifications, expertise and experience in specific area of business;● Balance of skills and expertise in view of the objectives and activities of the Company;● Avoidance of any present or potential conflict of interest;● Availability of time and other commitments for proper performance of duties;● Personal characteristics being in line with the Company’s values, such as integrity, honesty, transparency, pioneering

mindset

REWARD POLICYThe Reward philosophy of the Company is to provide market competitive total reward opportunity that has a strong link-age to and reinforces the performance culture of the Company, the intent being to ensure that the principles of reward philosophy are followed in entirety, thereby facilitating the Company to recruit and retain the best talent. The ultimate objective is to gain competitive advantage by creating a reward proposition that inspires employees to deliver Company’s promise to consumers and the world and achieve superior operational results.The guiding principles for Company’s reward policies / practices, which are applicable for Directors and all employees of the Company, are as follows:1. Open, Fair, Consistent and Explainable: Increase transparency and ensure fairness and consistency in Reward framework.2. Insight and Engagement: Make Reward truly relevant to the employees by using leading edge tools that helps the

Company ‘hear’ how employees feel about their Reward.3. Innovation: Continuously improve Company’s Reward through innovations based on insight, analysis and expertise.4. Simplicity, Speed and Accuracy: Simplify reward plans and processes and deliver the information employees need

quickly, clearly and efficiently.5. Business Results: Company’s business results are the ultimate test of whether Reward solutions are effective and

sustainable.

ANNUAL GENERAL MEETINGThe 24th Annual General Meeting of the members of the company was held on 22nd July 2019.

BOARD MEETINGSThe Board meets at regular intervals to discuss and decide Business policy and strategy of the hospital apart other Board business. However, in case of a special and urgent business need the Board’s approval is taken by passing resolutions by circulation as permitted by law which is confirmed at the subsequent Board Meeting. The notice of the Board Meeting is given well in advance to all the Directors. Board meetings are held either at Dubai where most of our Directors are stationed or at the Registered office of the hospital at Calicut. Video conferencing facility is arranged for ensuring participation of Directors in the meeting. The Agenda is circulated in advance of the meeting. The Agenda for the Board and Committee meetings include detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision. The maximum gap between any two Board Meetings was less than 120 days.A total of 4 Board Meetings were held during the financial year ended 31st March, 2020 the details of which are given below:

DateSl. No.

22.05.201922.07.201912.10.201929.01.2020

1234

Time

1.00 PM8.30 AM11.30 AM1.00 PM

Venue

Aster DM Healthcare, DubaiRegistered Office, Calicut

Aster DM Healthcare, DubaiAster DM Healthcare, Dubai

Number of Directors Attendance including VC

15111212

AUDIT COMMITTEEIn accordance with the provisions of Section 177 of the Companies Act 2013, the Audit Committee of your Company was constituted with Mr. Salahuddin and Dr AR Salim as Independent Director and Mr. Abdurahman as its Members. The Audit Committee met on two times during the year ie 22/05/2019 and 29/01/2020.

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NOMINATION AND REMUNERATION COMMITTEEIn accordance with the provisions of Section 178 of the Companies Act, 2013, the company has a Nomination and Re-muneration Committee. The Committee is currently headed by CA. Syed Khalil and has Engr Salahuddin, CA Wilson T J and Dr A R Salim as its Members. The Nomination and Remuneration Committee met on 22/07/2019 during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEEIn accordance with the provisions of Section 135 of the Companies Act, 2013, the Corporate Social Responsibility Com-mittee is headed by Dr Azad Moopen and has Dr Ali, Engr. Salahuddin and CA Syed Khalil as its Members. The CSR Committee met on 29/01/2020 during the year under review. Annual Report on Corporate Social Responsibility activities as required under the Companies (Corporate Social Respon-sibility Policy) Rul1es 2014 as Annexure -1 to this Report

LOANS, GUARANTEES OR INVESTMENTSThe Company has not made any loans and investments, given guarantee and provided securities during the year under review. There for no need to comply with provisions of Section 186 of Companies Act, 2013.

RISK MANAGEMENT POLICYThe Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

VIGIL MECHANISM/WHISTLE BLOWER POLICYYour Company has established a whistle blower mechanism / vigil mechanism that enables the Directors and Employees to report genuine concerns. The mechanism enables the Company to deal with instances of unethical behaviour, actual or suspected fraud or violation of Company’s code of conduct or ethics policy. During the year under review, none of the employees were denied access to Audit Committee of the Company as required under the Whistle Blower Policy. The policy on Vigil Mechanism has posted on the website www.astermims.com

RELATED PARTY TRANSACTIONSAll related party transactions that were entered into during the financial year ended 31st March, 2020 were on an arm’s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.Also, there are no materially significant related party transactions during the year under review made by the Company with Promoters, Directors, or other designated persons which may have a potential conflict with the interest of the Com-pany at large. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18 Related Party Disclosures is given in Note No 34 to the Balance Sheet as on 31st March, 2020.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURESThere are no employees who are in receipt of remuneration equal to or exceeding the limits prescribed under Section 197 of the Companies Act, 2013 and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Person-nel) Rules, 2014 for the year ended 31st March, 2020

EXTRACTS OF ANNUAL RETURN AND OTHER DISCLOSURESExtract of Annual Return in Form MGT-9 for the financial year 2019-2020 under Section 92(3) and Rule 12 of the Com-panies (Management and Administration) Rules, 2014 is appended as Annexure - 2 to this Report.

DECLARATION BY INDEPENDENT DIRECTORSThe Company has two independent directors in terms of Section 149 (4) of the Companies Act, 2013 and received nec-essary declaration from each independent director under section 149 (7) of the companies Act 2013, that they meet the criteria of Independence laid down in Section 149 (6) of the Act.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMP)Mr U Basheer vacated the office of Whole Time Director with effect from 1st August 2019 and is continuing as the Direc-tor of the Company. Dr Hamza was appointed as the Whole Time Director with effect from 1st August 2019

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DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 134(3) (c) of the Companies Act, 2013 the Board of Directors of the Company confirms that-1. In the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards read

with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and esti-mates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2020 and of the profit of the Company for the year ended on that date.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accor-dance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors had prepared the annual accounts on a ‘going concern’ basis.5. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that

such system are adequate and operating effectively.

SECRETARIAL AUDITORSPursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remu-neration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Ashique Sameer Associates, Company Secretaries, Calicut, to undertake the Secretarial Audit of the Company for the year 2019-20. The detailed report on the same is appended as Annexure - 4 to this Report. There were no qualifications, reservations or adverse remarks given by Secretarial Auditors of the Company.

COST AUDITORSThe Board of Directors of the Company had appointed BBS & Associates, Kochi (FRN No 00273) as the Cost Auditors for the Audit of Cost Accounts of the Hospital for the year 2020-2021. Pursuant to the provisions of Section 148 of the Companies Act 2013 and Rules made thereunder, the resolution for the ratification of the remuneration payable to BBS & Associates is placed for the approval of the members of the Company at the ensuing Annual General Meeting. The Company has filed Cost Audit Reports for the year ended 31st March 2019 with the Ministry of Corporate Affairs within the due date.

INTERNAL AUDITORSPursuant to the provisions of Companies Act 2013 the Board of Director of the Company at their meeting held on 29/01/2020 appointed CA Jose Mathew & Team, centralized Audit Team at Aster DM Healthcare Dubai as the internal Auditors of the Company.

STATUTORY AUDITORSM/s. BSR & Associates LLP (FRN No 116231W/W - 100024) were appointed as Statutory Auditors of your Company at the Annual General Meeting held in the year 2015 for a term of 5 years as per the provisions of Section 139 of the Com-panies Act, 2013. The term of office ends on the date of AGM 2020. Since KPMG completes a period of 10 years in Aster DM healthcare Ltd, they cannot continue as Statutory Auditors legally.Based on the recommendation of Audit Committee Board of directors approved to recommend the name of Deloitte Haskins & Sells, Chartered Accountants (Firm Registration No 008072S), Prestige Tade Tower, Level 19, 46 Palace Road, High Grounds, Bengaluru - 560001 as the statutory auditors for five years commencing from the date of ensuing annual general meeting. The recommendation will have to be approved at the AGM 2020.The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGOThe Company is not engaged in any manufacturing process; therefore no particulars have been furnished in this report as required under section 134 (1) (m) of the Companies Act 2013 relating to conservation of energy and technology absorption.There was no expenditure incurred on Research and Development during the year under review. No import of technology was carried out by your company.

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Details of foreign exchange earnings and outgo as per the Companies Act 2013, are given below.

(Rs. in Crs)i) Foreign Exchange earned during the year : Rs 3.90ii) Foreign Exchange outgo : Rs 2.85

INTERNAL FINANCIAL CONTROLSThe Company has in place adequate internal financial control with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was noticed.

ASSOCIATE COMPANYMIMS Infrastructure and Properties (P) Ltd is an Associate Company of the Company. As per the Companies Act 2013 the Financials of an Associate Company has to be consolidated with the Financials of the immediate holding company. In order to exempt the consolidation of financials, the immediate holding company has to pass special resolution to the effect that since the ultimate Indian holding company consolidates the financials of associate company, the immediate holding company need not consolidate the financials of Associate Company with its Financials. Hence financials of MIMS Infra-structure and properties (P) Ltd has not been consolidated with the financials of the Company.

ASSOCITE ENTITY Ezhimala infrastructure LLP.is an Associate entity of the Company. The Company has contributed Rs 9.25Crs towards advance against equity in the entity. 1.20 Acres of land was purchased in the name of the entity for construction of infra-structure required for the hospital.

INTERNAL COMPLAINTS COMMITTEEAs prescribed under Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, your Company has constituted Internal Complaints Committee (ICC), designating an external independent member as a Chairperson of the Committee. During the year under review, no complaints with allegations of sexual harassment are pending for disposal with the Company.

MATERIAL CHANGES AND COMMITMENTSNo material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relates and the date of this report.

GENERAL MATTERS AND CONFIRMATIONSYour Directors state that no disclosure or reporting is required in respect of the following items as there were no transac-tions on these items during the year under review:a. Your Company does not have any subsidiary company and hence the Whole Time Directors pf the company does not

receive any remuneration or commission from any of its subsidiaries;b. No significant or material orders were passed by the Regulators or Courts or Tribunal which impact the going con-

cern status and Company’s operations in future.c. Your company is engaged in the business of setting up and running of hospitals and healthcare centres. d. There has been no change in the nature of business during the financial year ended 31st March 2020.e. Your Directors further state that during the year under review, there were no cases filed pursuant to the sexual harass-

ment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013f. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

FORMAL ANNUAL EVALUATIONThe Companies Act, 2013 states that a formal annual evaluation needs to be carried out by the Board of its own per-formance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.The formal annual evaluation as prescribed under Section 134(3) (p) has been conducted and recorded by the Board of its own performance and that of its Committees, individual directors and Independent Directors at its duly constituted meet-

GENERAL MATTERS AND CONFIRMATIONS (continued)

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ing. The evaluation has been carried out using a questionnaire specifically designed for the purpose.

ACKNOWLEDGEMENTSThe Directors wish to place on record the cooperation, assistance and support extended by banks, Government Depts, Suppliers of medicines, construction contractors and our shareholders. The Directors also wish to place on record their ap-preciation for the all-round support and cooperation received from the employees at all levels and the consultant Doctors.

For and on behalf of the Board of Directors,

Calicut Sd/- June 10, 2020 Dr. Azad Moopen Chairman

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Annexure -1 to the Directors’ ReportAnnual Report on Corporate Social Responsibility

(Pursuant to Companies (Corporate Social Responsibility Policy) Rules 2014

1. Brief outline of the Company’s CSR policy The CSR initiatives focus on holistic development of host communities and create social, environmental and economic value to

the society. To pursue these objectives we wish to work to:

a) Provide medical aid to the needy and downtrodden and provide opportunity and financial assistance for the promotion of education.

b) Collaborate with like minded bodies like Voluntary organizations, charitable trusts, governments and academic institutes inpursuit of our goals.

c). Interact regularly with stakeholders, review and publicly report our CSR initiatives.

2. Composition of the CSR committee The Corporate Social Responsibility Committee comprises Dr Azad Moopen as Chairman and CA Syed Khalil and Mr. M C Jaleel

as members of the Committee.

6. CSR Committee Responsibility Statement We are in the process of identifying new projects in accordance with the guidelines given in the Companies Act 2013 for meeting

Corporate Social Responsibility.

For and on behalf of the Board of Directors,CalicutJune 10, 2020 Sd/-

Dr Azad Moopen Chairman

3. Average net profit of the Company for last 3 financial years4. Prescribed CSR Expenditure 5. Details of CSR spent during the financial year 2019-20

a) Total amount to be spent for the financial year :b) Total amount spent for the financial year : (2% of the Average Net Profit ) On purposes other than prescribed CSR Expenditurec) Amount unspent, if any :

d) Manner in which the amount was spent during the financial year is detailed below

1580.1031.60

31.64NA

Sl.No.

1

CSR Project Sector in which the project is covered

Direct Expenditure

- - - -HealthcareFinancial help to poor patients

overheads

Projects/ProgramsCoverage

Amount outlay (budget)

Amount spent on the projects/ programs

Cumulative expenditure up to 31st March, 2019

Amount spent :Direct / through implementing agency

Rupees in lakhs

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Annexure - 2 to Directors’ Report

EXTRACT OF ANNUAL RETURN FORM NO. MGT 9

As on financial year ended on 31.03.2020Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

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)

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

CINRegistration DateName of the CompanyCategory/Sub-category of the Company

Address of the Registered office & contact details

Whether listed company

Name, Address & contact details of the Registrar & Transfer Agent, if any.

Web site where Annual Returns is posted

U85110KL1995PLC00867717/02/1995MALABAR INSTITUTE OF MEDICAL SCIENCES LTDCompany Limited by SharesIndian Non-Government companyMini By Pass Road, Govindapuram (P O)Calicut, Kerala- 673016Ph: 0495 6791207E-Mail: [email protected]

S Dhanalakshmi, Link Intime India Pvt. Ltd.130, Meena Estate, Uday-ampalayam, Coimbatore, Tamil Nadu 641028.ISIN No. INE03VK01018

www.astermims.com

Name and Description of main products / services

Health care services

Sl. No.

1

NIC Code of the Product /service

861

% to total turnover of the company

100

Name and Address of the Company

Aster DM Healthcare Ltd

MIMS Infrastructure and Properties (P) Ltd.

Sl. No.1

2

CIN/GLN

L85110KL2008 PLC021703U70102KL2010 PTC026300

Holding/Subsidiary/AssociateHolding

Associate

% of Equity Shares Held74.14

49%

Applicable Section2(46)

2(6)

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

(i) Category-wise Share Holding

Category of Shareholders

A. Promotersa) Individual/HUFb) Central Govt.c) State Govt. (s) d) Bodies Corp.e) Banks / FI f) Any Other…. Sub-total (A) (1):-(2) Foreign a) NRIs - Individuals b) Other - Individuals c) Bodies Corp. d) Banks / FI e) Any Other….Sub-total (A) (2):- Total shareholding of Promoter (A) = (A)(1)+(A)(2)B. Public Share-holding a) Mutual Funds /Banks / FI b) Central Govt. c) State Govt.(s)d) Venture Capital funds e) Insurance Com-panies g) FIIs h) Foreign Venture Capital Funds i) Others (specify)Sub-total (B)(1):-2. Non-Institutions a) Bodies Corp. i) Indian ii) Overseas b)Individuals i) Individual share-holders holding nomi-nal share capital upto Rs. 1 lakh ii) Individual share-holders holding nomi-nal share capital in excess of Rs 1 lakh

NilNilNil

25,37,386NilNil

25,37,386

5,00,000NilNilNilNil

5,00,000

30,37,386

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

26,514

6,52,171

5,10,000NilNil

7,40,78,010NilNil

7,45,88,010

5,00,000NilNilNilNil

5,00,0007,50,88,010

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

7,43,582

15,96,865

41,26,667NilNil

7,06,18,749NilNil

7,47,45,416

51,26,950NilNilNilNil

51,26,950

7,98,72,366

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

7,88,575

82,75,529

36,16,667NilNilNilNilNil

36,16,667

51,26,950NilNilNilNil

51,26,950

87,43,617

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

71,507

64,08,960

41,26,667NilNil

7,40,78,010NilNil

7,82,04,677

56,26,950NilNilNilNil

56,26,950

8,38,31,627

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

8,15,089

80,05,825

41,26,667NilNil

7,31,56,135NilNil

7,72,82,802

56,26,950NilNilNilNil

56,26,950

8,29,09,752

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

8,15,089

89,27,700

No. of Shares held at the beginning of the year No. of Shares held at the end of the year % Change during

the year Demat Demat Physical Physical Total Total % of Total

Shares

% of Total

Shares

4.13NilNil

73.22NilNil

77.35

5.63NilNilNilNil

5.63

82.98

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

0.82

8.94

4.13NilNil

74.14NilNil

78.27

5.63NilNilNilNil

5.6382.90

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

0.82

8.01

0.01NilNil

0.92NilNil

0.92

NilNilNilNilNilNilNil

Nil

NilNilNil

Nil

NilNil

NilNil

NilNilNilNil

Nil

0.93

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Sl. No

123456789

10111213141516171819202122232425262728

Shareholder’s Name

Dr.Azad Moopen MEngr. Abdurahman K PMr. Abdul Majeed C K Mr. Abdul Wahab P V Mr. Said Alavi MMr. Ali K HassanDr. Ali MMr. E M HaneefMr. Hussain MMr. Ismail HamzaDr. K M IsmailMr. Kuttan MalattiriMrs. Mariyam HajummaMr. Mayan Kutty CMr. Mohammad KMr. Mohammed Ali V P Mr. Mohanan V VMr. Musthafa E KMr. Ningileri HamzaDr. PakkarKoyaMr. Ravindran NMr.SaidalaviKoyaThangalMr. Sakhariya V KSaleem K KDr. Syed Mohamed Mr. ShamsudheenC A Syed KhalilM/s Aster DM Healthcare Ltd

NilNil

703125Nil

500000NilNil

500000Nil

5,00,000Nil

5,00,000600000

Nil30,00,0004,95,700

10,00,0005,00,0007,03,1255,00,000

NilNilNil

7,25,000NilNilNil

7,31,56,135

NilNil

7,03,125Nil

5,00,000 NilNil

5,00,000Nil

5,00,000Nill

5,00,0006,00,000

Nil30,00,0004,95,700

10,00,0005,00,0007,03,1255,10,000

NilNilNil

7,25,000NilNilNil

7,40,78,010

NilNil

0.70%Nil

0.50%NilNil

0.50% Nil

0.50%Nil

0.50%0.60%

Nil3.00%0.50%1.00%0.50%0.70%0.51%

NilNilNil

0.73%NilNilNil

74.14

NilNil

0.70%Nil

0.50%NilNil

0.50% Nil

0.50%Nil

0.50%0.60%

Nil3.00%0.50%1.00%0.50%0.70%0.51%

NilNilNil

0.73%NilNilNil

74.14

NilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNil

NilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNil

NilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNilNil

2.54

Shareholding at the beginning of the year No. of Shares

No. of Shares

% of total Shares of the company

% of total Shares of the company

% of Shares Pledged/ encumbered to total shares

% of Shares Pledged/ en-cumbered to total shares

% change in shareholding during the year

Shareholding at the end of the year

c) Others Clearing Membersd) NRI’sSub-total (B)(2):- Total Public Share-holding (B)=(B)(1) + (B)(2)C. Shares held by Custodian for GDRs & ADRs Grand Total (A+B+C)

Nil

2,75,3849,54,519

9,54,519

Nil

39,91,905

Nil

Nil23,40,447

23,40,447

Nil

7,74,28,457

Nil

72,29,9061,60,48,176

1,60,48,176

Nil

9,59,20,542

Nil

72,59,9061,37,40,373

1,37,40,373

Nil

2,24,83,990

Nil

72,59,9061,60,80,820

1,60,80,820

Nil

9,99,12,447

Nil

72,59,9061,70,02,695

1,70,02,695

Nil

9,99,12,447

Nil

7.2717.02

17.02

Nil

100.00

Nil

7.2716.09

16.09

Nil

100.00

Nil

0.030.93

0.93

Nil

Nil

(ii) Shareholding of Promoters

(i) Category-wise Share Holding (Continue)

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1

2

3

4

5

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11

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14

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Sl. No.

M/s Aster DM Healthcare Ltd At the Beginning of the year 73156135 73.22 10/09/2018 Increase by Rights shares 921875 0.92 At the end of the year 74078010 74.14Dr Azad Moopen At the beginning of the year Nil Nil At the end of the year Nil NilDr PakkarKoya At the beginning of the year 510000 0.51 At the end of the year 510000 0.51Mr Kuttan Malattiri At the beginning of the year 500000 0.50 At the end of the year 500000 0.50Dr Ali M At the beginning of the year Nil Nil At the end of the year Nil NilDr Kazia Mohammed Ismail At the beginning of the year Nil Nil At the end of the year Nil NilMr Syed Mohammed At the beginning of the year Nil Nil At the end of the year Nil NilMr Syed Khalil S M At the beginning of the year Nil Nil At the end of the year Nil NilMr Mayan Kutty Cholakkal At the beginning of the year Nil Nil At the end of the year Nil NilEngr Abdurahman At the beginning of the year Nil Nil At the end of the year Nil NilMr Hussain Mundasseri At the beginning of the year Nil Nil At the end of the year Nil NilMr Mohammed Jaleel M C At the beginning of the year Nil Nil At the end of the year Nil NilMr Ravindran N At the beginning of the year Nil Nil At the end of the year Nil NilMr Sharafuldeen V K At the beginning of the year Nil Nil At the end of the year Nil NilMr Saidalavi KoyaThangal At the beginning of the year Nil Nil At the end of the year Nil NilMr Sakhariya V K At the beginning of the year Nil Nil At the end of the year Nil Nil

Shareholding at the beginning of the year Cumulative Shareholding during the year No of shares No of shares % of total shares

of the company % of total shares of the company

(iii) Change in Promoters’ shareholdings

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(iii) Change in Promoters’ shareholdings (Continue)

17

18

19

20

21

22

23

24

25

26

27

28

29

30

Mr Abdul Wahab P V At the beginning of the year Nil Nil At the end of the year Nil NilMr Abdul Majeed C K At the beginning of the year Nil Nil At the end of the year Nil NilMr Said Alavi M At the beginning of the year 5,00,000 0.50 At the end of the year 5,00,000 0.50Mr Ali K Hassan At the beginning of the year Nil Nil At the end of the year Nil NilMr E M Haneef At the beginning of the year 5,00,000 0.50 At the end of the year 5,00,000 0.50Mr Ismail Hamza At the beginning of the year 5,00,000 0.50 At the end of the year 5,00,000 0.50Mrs Mariyam Hajumma At the beginning of the year 6,00,000 0.60 At the end of the year 6,00,000 0.60Mr Mohammad K At the beginning of the year 30,00,000 3.00 At the end of the year 30,00,000 3.00Mr Mohammad Ali V At the beginning of the year 4,95,700 0.50 At the end of the year 4,95,700 0.50Mr Mohanan V V At the beginning of the year 10,00,000 1.00 At the end of the year 10,00,000 1.00Mr Musthafa E K At the beginning of the year 5,00,000 0.50 At the end of the year 5,00,000 0.50Mr Ningileri Hamza At the beginning of the year 703125 0.70 At the end of the year 703125 0.70Mr K K Saleem At the beginning of the year 7,25,000 0.73 At the end of the year 7,25,000 0.73Mr Shamsudheen At the beginning of the year Nil Nil At the end of the year Nil Nil

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123456789

10

Sl. No.

Dr Ali Faizal Mrs. Shareefa IsmailMrs. Amina HameedMr. Mohammed Ali MundodanMr. Cheriyath V RappaiMs. Safiya MoiduDeepa Kuttan MalattiriMr. Mohammed Ali PaloliMr. Ifthikar P NMr. Musthafa Usman

Shares at the beginning of the year Shares at the end of the year

No of shares No of shares Name of shareholders % of total shares of the company

% of total shares of the company

5,16,6675,00,000375,187325,000291,666250,000250,000250,0002,50,0002,50,000

0.510.500.380.330.320.250.250.250.250.25

5,16,6675,00,000375,187325,000321666250,000250,000250,0002,09,9992,50,000

0.510.500.380.330.320.250.250.250.250.25

(iv) Share holding pattern of top 10 shareholders (Other than Directors, Promoters and holders of GDR and ADRs)

1

2

3

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5

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Sl. No.

Chairman - Dr. Azad Moopen At the beginning of the year Nil NilAt the end of the year Nil NilVice Chairman - Dr. Ali M At the beginning of the year Nil Nil At the End of the year Nil NilMr. Basheer U At the beginning of the year 13125 0.0132 At the End of the year 13155 0.0132Dr. Hamza P M At the beginning of the year 100010 0.10 At the End of the year 100010 0.10Engr. Abdurahman K P At the beginning of the year Nil Nil At the End of the year Nil NilDr. Ismail K M At the beginning of the year Nil Nil At the End of the year Nil Nil Mr. Kuttan Malattiri At the beginning of the year 500000 0.50 At the End of the year 500000 0.50Egnr. Salahuddin M At the beginning of the year Nil Nil At the End of the year Nil NilDr. A R Salim At the beginning of the year Nil Nil At the End of the year Nil Nil Nil NilC A Syed Khalil S M At the beginning of the year Nil Ni At the End of the year Nil Nil

Shareholding at the beginning of the year Cumulative Shareholding during the year

No of shares No of shares % of total shares of the company

% of total shares of the company

(v) Shareholding of Directors and Key Managerial Personnel:

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(v) Shareholding of Directors and Key Managerial Personnel (Continue)

11

12

13

14

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17

C A Wilson T J At the beginning of the year Nil Nil At the End of the year Nil NilDr. Pakkar Koya At the beginning of the year 500000 0.50 At the End of the year 510000 0.50Engr. Ahamed Moopan At the beginning of the year Nil Nil At the End of the year Nil NilMrs Nazeera Azad At the beginning of the year Nil Nil At the End of the year Nil NilMr Rashid Aslam At the beginning of the year Nil Nil At the End of the year Nil NilCFO - Arjun Vijayakumar At the beginning of the year Nil Nil At the End of the year Nil NilCompany Secretary - Udaya Kumar T P At the beginning of the year Nil Nil At the End of the year Nil Nil

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

i) Principal Amountii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)Change in Indebtedness during the financial yearAdditionReductionNet Change IndebtednessAt the end of the financial yeari) Principal Amount*ii) Interest due but not paidiii) Interest accrued but not dueTotal (i+ii+iii)

Deposits Secured Loans excluding deposits

Total IndebtednessUnsecured LoansParticulars

14,001.46 67.39

- 14,068.85

6,293.50 2,704.16

17,658.19

137.0317,795.22

14,001.46 67.39

- 14,068.85

6,293.50 2,704.16

17,658.19

137.0317,795.22

Nil

NilNil

NilNil

NilNilNil NilNil

NilNil NilNil

NilNil

NilNilNil NilNil

Rs. in Lakhs

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

Gross salary (Mr. Basheer U from April 2019 to July 2019 (Rs. 4 Lakh). Dr. Hamza PM from August 2019 to March 2020 (Rs 1.64 Lakhs)(a) Salary as per provisions contained in section 17 (1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961Stock Option Sweat Equity Commission - as % of profit Others, please specify - sitting fee (Mr. Basheer U Rs. 50,000 and Dr. Hamza PM Rs. 50,000)Ex gratiaTotal (A)Ceiling as per the Act

Whole Time Director

MDTotal Amount

Name of WTD / ManagerSl.no.

1

234

5

Particulars of Remuneration

5.64

Nil

Nil

NilNilNil

1.00

Nil6.64

Nil

Nil

Nil

NilNilNil

Nil

NilNil

5.64

Nil

Nil

NilNilNil

1.00

Nil6.64

75.75

Independent Directors - NILFee for attending board / committee meetings Commission Others, please specify Total (1) Other Non-Executive DirectorTotal Fee for attending boardCommissionOthers, please specify Total (2) Total (B)=(1+2) Total Managerial Remuneration Overall Ceiling as per the Act

Name of Directors Total Amount(Rs. Lakhs)

Sl. No.

1

2

Particulars of Remuneration

Mr. Salahuddin M

1.0NilNil1.0

9.75NilNil9.7511.50

Mr. Sharfulddeen

0.75NilNil0.75

1.75NilNil1.75

18.14

75.75

B. Remuneration to other directors: (Amount in Rs. Lakhs)

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Gross salary(CEO Dr. Santy N Sajan from April 2019 to July 2019) (CFO Jayakrishnan from April to August (Rs. 30.47) and CFO Arjun Vijayakumar from September 2019 to April 2020 (Rs. 11.26) (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961Stock Option Sweat Equity Commission - as % of profit Others, please specify Total (C)

Key Managerial Personnel TotalAmountCEO CFO Company Secretary

Sl. No.

1

2345

Particulars of Remuneration

17.76

Nil

Nil

NilNilNilNil

17.76

41.73

Nil

Nil

NilNilNilNil

41.73

11.38

Nil

Nil

NilNilNilNil

11.38

70.87

Nil

Nil

NilNilNilNil

70.87

C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

COMPANY

Penalty

Punishment

DIRECTORSPenalty PunishmentOTHER OFFICERS IN DEFAULTPenalty Punishment

Appeal made, if any (give

Details)

Authority [RD / NCLT / COURT]

Details of Penalty / Punishment / Com-

pounding fees

Brief Description

Section of the Companies

Act Type

Section 67 (3) of the Companies

Act 1956

Nil

NilNil

NilNil

NilNil

NilNil

NilNil

NilNil

NilNil

NilNil

NilNil

NilNil

Allotment of shares in viola-tion of S 67 (3) of the Compa-nies Act 1956

Nil

Settlement apllication filed

with SEBI to close the violation

Nil

SEBI

Nil

SEBI directed to remit the settlement amount as per SEBI (Settlement Proceed-

ing) Regulations, 2018Nil

Internal committee of SEBI at its meeting held on June 25, 2019 and July 12, 2019 directed the company to remit an amount of Rs. 36,97,500 towards settlement terms

A.

B.

C.

Related Party Transactions* All transactions are in the Ordinary Course of Business and at Arm’s Length basis and transactions other than Sale of Fixed Assets are of on-going nature. All transactions are placed before the Audit Committee of the Company. The terms of these transactions are governed by the respective agreements/terms of purchase.

For and on behalf of the Board of Directors, Malabar Institute of Medical Sciences Ltd

Sd/-Calicut Dr Azad MoopenJune 10, 2020 Chairman

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Annexure - 3 to Directors’ Report

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 2019 - 2020

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2020

To,The Members,Malabar Institue of Medical Sceinces Limited Govindapuram P.O, Calicut - 673 016, Kerala

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by MALABAR INSTITUE OF MEDICAL SCEINCE LIMITED (hereinafter called the company) for the year ended 31st March 2020. The Secretarial Audit was conducted for the year ended 31st March 2020 in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances based on the available books, documents and returns provided by the company and expressing our opinion thereon.Based on our verification of the available books, papers, minute books, forms and returns filed and other records main-tained by the company and also with the available information provided by the Company, its officers, agents and au-thorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March 2020 has more over 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:We have examined the available books, papers, minute books, forms and returns filed and other records maintained by MALABAR INSTITUE OF MEDICAL SCEINCE LIMITED (“the Company”) for the financial year ended on 31st March 2020 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;(ii) Other applicable Acts and Rules; (a) Payment Of Wages Act, 1936, and rules made thereunder (b) The Minimum Wages Act, 1948, and rules made thereunder (c) Employees State Insurance Act, 1948, and rules made thereunder (d) The Employees Provident fund and Miscellaneous Provisions Act, 1952, and rules made thereunder (e) The Payment of Bonus Act, 1965, and rules made thereunder (f) Payment Gratuity Act, 1972, and rules made thereunder (g) Contract Labour (Regulation & Abolition) Act , 1970 (h) The Water( Prevention & Control of Pollution) Act, 1974, Read with Water ( Prevention & Control of

Pollution) Rules, 1975 (i) The Air ( Prevention & Control of Pollution) Act, 1981 (j) Hazardous Waste Handling and Management Act, 1989 (k) Food Safety and Standard Act, 2006, and rules made thereunder (l) The Trademark Act, 1999

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(m) The Foreign Trade ( Development & Regulation ) Act, 1992 (n) The Foreign Exchange Management Act, 1999 (o) The Sexual Harassment of Woman at Workplace ( Prevention, Prohibition and Redressal) Act, 2013 (p) Indian Trust Act, 1882 (q) Depositary Act

(iii) The following Act, Rules and Regulations applicable specifically to the Company (a) Drugs and Cosmetics Act, 1940 (b) Pharmacy Act, 1948 (c) Pre-natal Diagnostic Techniques ( regulation & Prevention of Misuse) Act, 1994 (d) Transplantation of Human Organs Act, 1994 (e) The Indian Medical Council Act, 1956 (f) The Indian Medical Degree Act, 1960 (g) The Indian Nursing Council Act, 1947 (h) The Dentist At, 1948 (i) Atomic Energy Act, 1962

(iv) The Company being an unlisted public Company, regulations of Securities and Exchange Board of India (SEBI) are not applicable to it. The Company was also not required to enter in to listing agreements with any stock exchange in India.

We Report That:During the period under review the Company has moreover complied with the provisions of the Act, Rules, Regulations, Guidelines mentioned.We further report that the compliance by the Company of applicable financial laws like Direct and indirect tax laws has not been reviewed in this Audit since the same have been subject to review by statutory financial audit carried out by other designated professionals.

We Further Report That:The Board of Directors of the Company is constituted with Executive Directors and Non-Executive Directors. However the appointments of Independent Directors have been made by the Company by change in designation of existing direc-tors in to independent directors. The changes in the composition of the Board of Directors that to place during the period under review were moreover complied with the provisions of the Act.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. For ASHIQUE SAMEER ASSOCIATES Practicing Company Secretaries. Calicut Sd/-01.07.2020 CS. ASHIQUE A.M FCS Partner C P No.: 7377

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MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.(All amounts in Indian rupees, except share data and where otherwise stated)

Independent Auditors’ ReportTo the Members of Malabar Institute of Medical Sciences Limited

Report on the Audit of the Standalone Ind AS Financial Statements

OpinionWe have audited the financial statements of Malabar Institute of Medical Sciences Limited (“the Company”), which com-prise the balance sheet as at 31 March 2020, and the statement of profit and loss (including other comprehensive income), statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of the significant accounting policies and other explanatory information.In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“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 Com-pany as at 31 March 2020, and profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for OpinionWe conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical re-sponsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Other InformationThe The Company’s Board of Directors are responsible for the other information. The other information comprises the in-formation included in the Company’s annual report, but does not include the financial statements and our auditors’ report thereon. The annual report is expected to be made available to us after the date of this auditor’s report.Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Management’s Responsibility for the Standalone Financial StatementsThe Company’s Management and Board of Directors are responsible forthe matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the state of affairs, profit and other comprehensive income, changes in equity and cashflowsoftheCompany in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and pru-dent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring 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.In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Compa-ny’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.(All amounts in Indian rupees, except share data and where otherwise stated)

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial StatementsOur objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from mate-rial misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:● Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,

design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and ap-propriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepre-sentations, or the override of internal control.

● Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appro-priate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

● Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the financial statements made by the Management and Board of Directors.

● Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of ac-counting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or condi-tions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

● Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our auditWe also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.Report on Other Legal and Regulatory Requirements1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in

terms of section 143 (11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

(A) 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

Management’s Responsibility for the Standalone Financial Statements (continued)

Independent Auditors’ Report (continued)

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appears from our examination of those books.c) The standalone balance sheet, the standalone statement of profit and loss (including other comprehen-

sive income), the standalone statement of changes in equity and the standalone statement of cash flows 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 Ind AS specified under section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31 March 2019 taken on-record by the Board of Directors, none of the directors is disqualified as on 31 March 2019 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 with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.

(B) 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:i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial posi-

tion in its financial statements - Refer Note 29 to the financial statements;ii. the Company did not have any long-term contracts including derivative contracts for which there were

any material foreseeable losses;iii. there has been no delay in transferring amounts, required to be transferred, to the Investor Education and

Protection Fund by the Company;iv. The disclosures in the financial statements regarding holdings as well as dealings in specified bank notes

during the period from 8 November 2016 to 30 December 2016 have not been made in these financial statements since they do not pertain to the financial year ended 31 March 2020.

(C) With respect to the matter to be included in the Auditors’ Report under section 197(16): In our opinion and according to the information and explanations given to us, the remuneration paid by the

company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.

for B S R & Associates LLPChartered AccountantsFirm’s registration number: 116231W/ W-100024

Rushank MuthrejaPartnerMembership Number: 211386Unique Document Identification Number: 20211386AAAABF6009

Kochi10 June 2020

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.(All amounts in Indian rupees, except share data and where otherwise stated)

Report on Other Legal and Regulatory Requirements (continued)

Independent Auditors’ Report (continued)

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MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.(All amounts in Indian rupees, except share data and where otherwise stated)

Annexure A to the Independent Auditors’ Report

Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone financial statements for the year ended 31 March 2020, we report that:(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situ-

ation 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 not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’). Thus paragraph 3 (iii) (a) to (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 investments made. Further, there were no loans, guarantees and security given in respect of which provisions of section 185 and 186 of the Act are applicable.

(v) The Company has not accepted any deposits from the public with in the meaning the directives issued by the Reserve Bank of India, provisions of Section 73 to 76 of the Act, any other relevant provisions of the Act and the relevant rules framed thereunder and accordingly paragraph 3(v) of the said order is not applicable.

(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 prescribed by the Central Government for the maintenance of cost records under section 148 (1) of the Act and we are of the opinion that prima facie the prescribed amounts and records have been made and maintained. However, we have not 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, employee’s state insurance, income-tax, duty of customs, goods and services tax, cess and other material statutory dues have been generally been regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, employee’s state insurance, income-tax, goods and services tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2020 for a period of more than six months from the date they became payable.

(b) According to information and explanations given to us, there are no material dues of sales tax, customs duty, service tax, value added tax, goods and services tax and cess which have not been deposited with the appro-priate authorities on account of any dispute. According to the information and explanations given to us, the following dues of income tax have not been deposited by the Company on account of dispute.

Name of Statute

Income Tax Act, 1961

Income Tax Act, 1961

Nature of Dues

Income tax

Income tax

Amount paid under protest (in INR)

Rs. 183,632

Rs. 11,781,469 (10,361,666)*

Period to which amount relates

AY 2004 - 05

AY 2005 - 06

Forum where the dispute is pending

The Commissioner of Income Tax (Appeals) CalicutThe Commissioner of Income Tax (Appeals) Calicut

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(viii) The Company has not defaulted in the repayment of loans and borrowings from any banks. According to the in-formation and explanations given to us, the Company did not have any loans or borrowings from government or debenture holders during the year.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instru-ments) during the year. According to the information and explanation given to us, the term loans taken by the company have been applied for the purpose 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 given to us and based on the examination of the records of the Company, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V of the Act.

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

(xiii) In our opinion and 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 Section 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the accounting standards.

(xiv) In our opinion and 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. Accordingly, paragraph 3 (xiv) of the Order is not applicable.

(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.

Income Tax Act, 1961

Income Tax Act, 1961

Income Tax Act, 1961

Income tax

Income tax

Income tax

Rs. 2,378,693 (2,066,999)*

Rs. 3,535,104 (2,464,110)*

Rs. 9,053,270(1,811,000)*

AY 2006 - 07

AY 2008 - 09

AY 2012 - 13

The Commissioner of Income Tax (Appeals) CalicutThe Commissioner of Income Tax (Appeals) CalicutThe Commissioner of Income Tax (Appeals) Calicut

* The amount represents the payment made under protest.

Malabar Institute of Medical Sciences Ltd.Annexure A to the Independent Auditors’ report (Continued)

for B S R & Associates LLPChartered AccountantsFirm’s registration number: 116231W/W-100024

Rushank MuthrejaPartnerMembership Number: 211386Unique Document Identification Number: 20211386AAAABF6009

Kochi10 June 2020

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Malabar Institute of Medical Sciences LimitedAnnexure B to the Independent Auditors’Report

Report on the internal financial controls with reference to the aforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013

(Referred to in paragraph 1A (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date).

OpinionWe have audited the internal financial controls with reference to financial statements of Malabar Institute of Medical Sciences Limited (“the Company”) as of 31 March 2020 in conjunction with our audit of the financial statements of the Company for the year ended on that date.In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2020, based on the internal fi-nancial controls with reference to financial statements criteria established by the Company considering the essential com-ponents 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 (the “Guidance Note”).

Management’s responsibility for internal financial controlsThe Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial controls with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note. 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 safe guarding 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 Companies Act, 2013 (here in after referred to as “the Act”).

Auditors’ responsibilityOur responsibility is to express an opinion on the Company’s internal financial controls with reference to financial state-ments based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with refer-ence to financial statements. 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 with reference to financial statements were established and maintained and whether 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-with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with refer-ence to financial statements included obtaining an understanding of such internal financial controls, 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 judgement, including the assessment of the risks of material misstatement of the standalone 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 with reference to financial statements.

Meaning of internal financial controls with reference to financial statementsA company’s internal financial control with reference to financial statments 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 with reference to fi-nancial statments 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 accor-dance 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.

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Inherent limitations of internal financial controls with reference to financial statmentsBecause of the inherent limitations of internal financial controls with reference to financial statments, including the pos-sibility 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 with reference to financial statments to future periods are subject to the risk that the internal financial control with reference to financial statments may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

for B S R & Associates LLPChartered AccountantsFirm registration number: 116231W /W-100024

Rushank Muthreja Sd/-

PartnerMembership Number: 211386Unique Document Identification Number: 20211386AAAABF6009

Kochi10 June 2020

Malabar Institute of Medical Sciences Ltd.Annexure B to the Independent Auditors’ report (Continued)

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MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd. BALANCE SHEET AS AT 31 MARCH, 2020

(All amounts in Indian rupees crores)

Note As at 31.03.2020 As at 31.03.2019ASSETSNon-current assets Property, plant and equipment 4 661.44 587.97

Capital work-in-progress 4 5.25 41.44 Intangible assets 5 1.84 0.74 Right to use assets 32 5.47 - Financial assets Investments 6 9.29 9.29 Loans 7 3.74 2.54 Other financial assets 8 17.68 7.96Deferred tax assets 28 2.62 -Income tax assets (net) 28 10.07 5.31Other non-current Assets 9 2.66 8.93 720.06 664.18Current AssetsInventories 10 21.24 11.87Financial assets Trade receivables 11 51.37 41.80 Cash and cash equivalents 12 9.93 8.38 Bank Balances other than above 13 0.51 1.76 Other financial assets 8 5.16 2.59Other current assets 9 5.40 4.30 93.61 70.70Assets held-for-sale 40 0.87 0.87 94.48 71.57TOTAL 814.54 735.75EQUITY AND LIABILITIESEquityEquity share capital 14 99.91 99.91Other equity 337.52 326.81 437.43 426.72LIABILITIESNon-current liabilitiesFinancial liabilities Borrowings 15 131.21 117.03 Lease liability 32 6.51 -Provisions 18 7.10 7.68Deffered tax liabilities 28 70.19 70.09Other non-current liabilities 19 6.79 5.65 221.80 200.45Current liabilitiesFinancial liabilities Borrowings 15 26.99 9.58 Trade payables 17 - Total outstanding dues of micro 3.82 -

and small enterprises - Total outstanding dues of creditors 42.52 31.81

other than micro and small enterprises Other financial liabilities 16 73.17 61.53 Lease liability 32 1.15 -Provisions 18 2.49 1.53Other current liabilities 19 5.17 4.13 155.31 108.58 377.11 309.03TOTAL 814.54 735.75Significant accounting policies 3The accompanying notes form an integral part of the balance sheet

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As per our report of even date attached

for B S R & Associates LLPChartered AccountantsFirm registration number: 116231W/W-100024

Rushank Muthreja Sd/-Partner Membership No.: 211386

Bengaluru | 10 June 2020

for and on behalf of the Board of Directors of Malabar Institute of Medical Sciences LimitedCIN: U85110KL1995PLC008677

Dr Azad Moopen Sd/- Dr Hamza P M Sd/-Chairman Whole Time DirectorDIN: 00159403 DIN: 02263209

Dubai | 10 June 2020 Calicut | 10 June 2020

Arjun Vijayakumar Sd/- Udayakumar T P Sd/-

Chief Financial Officer Company Secretary Membership No. FCA 224144 Membership No. FCS 8073Calicut | 10 June 2020 Calicut | 10 June 2020

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd. BALANCE SHEET (Continued)

Page 46: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services

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As per our report of even date attached

for B S R & Associates LLPChartered AccountantsFirm registration number: 116231W/W-100024

Rushank Muthreja Sd/-Partner Membership No.: 211386

Bengaluru10 June 2020

for and on behalf of the Board of Directors of Malabar Institute of Medical Sciences LimitedCIN: U85110KL1995PLC008677

Dr Azad Moopen Sd/- Dr Hamza P M Sd/-Chairman Whole Time DirectorDIN: 00159403 DIN: 02263209

Dubai Calicut 10 June 2020 10 June 2020

Arjun Vijayakumar Sd/- Udayakumar T P Sd/-

Chief Financial Officer Company SecretaryMembership No. FCA 224144 Membership No. FCS 8073Calicut Calicut10 June 2020 10 June 2020

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Statement of Profit and Loss for the year ended 31 March, 2020

(All amounts in Indian rupees crores)

Note As at Year ended 31 March 2020 31 March 2019IncomeRevenue from Operations 20 484.17 346.16Other Income 21 3.35 1.81Total Income 487.52 347.97

Expenses Purchases of medicines and consumables 22 127.10 83.13Change in inventories 23 (8.77) (2.25)Employee Benefits Expense 24 103.61 82.43Finance costs 25 17.28 5.94Depreciation and amortization expense 26 23.98 13.52Other expenses 27 211.67 151.29Total Expenses 474.87 334.06

Profit before tax 12.65 13.91Tax expense Current tax : MAT for the year 28 2.62 4.50 Deffered tax (Including MAT credit entitlement) 28 (1.95) 3.35

Total tax expense 0.67 7.85Profit for the year 11.98 6.06

Other Comprehensive IncomeItems that will not be reclassified to profit or lossRemeasurement of net defined benefit liability, net of tax effect 0.19 (0.31)

Total comprehensive income for the year 12.17 5.75Earnings per share (equity share of face value of Rs. 10 each) 30 Basic and Diluted (Rs.) 1.20 0.64Significant accounting policies 3The accompanying notes form an integral part of the statement of profit and loss

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MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Statement of Cash Flow for the year ended 31 MARCH 2020

(All amounts in Indian rupees crores)

Year ended 31 March 2020

Year ended 31 March 2019

Cash flows from operating activities Profit before taxAdjustments for Depreciation and amortisation Finance costs Interest incomeLiabilities and Provisions no longer required written back Dividend on non-current investments Allowances for credit losses on financial assets Loss on sale of property, plant and equipment, netOperating cash flow before working capital changes Increase in trade receivables Increase in inventories Increase in other financial assets and other assetsIncrease in trade payables, provisions, other financials liabilitiesCash generated from / (used in) operations Taxes paid, net of refund received Net cash generated from operating activities (A)Cash flows from investing activities Interest receivedDividend receivedAdvance aginst equity to a subsidaryInvestment in subsidaryPayment of Lease LiabilitiesAcquisition of property, plant and equipment Proceeds from sale of property, plant and equipmentNet cash used in investing activities (B) Cash flows from financing activitiesProceeds from issue of equity share capital Finance cost paid (including borrowing cost capitalised)Long-term secured borrowings availedLong-term secured borrowings repaidCurrent borrowings (repaid) / Availed, Net Net cash generated used in financing activities ( C )Net Increase / (decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the yearCash and cash equivalents at the end of the year

12.65

23.9817.28(0.61)(0.50)

-2.350.07

55.22(11.92)(9.37)(3.38)35.3965.94(7.38)58.56

0.41-

(9.25)*

(1.79)(61.70)

0.08(72.25)

-(16.73)

36.79(22.23)

17.4115.241.558.389.93

13.91

13.525.94

(0.60)-

(0.19)0.492.73

35.80(11.05)(2.37)

(11.19)19.7430.93(7.90)23.03

0.610.19

---

(99.89)0.94

(98.15)

45.41(12.89)

73.35(28.39)

4.4681.946.821.568.38

Changes in liabilities arising from financing activities.

Particulars

Non-current borrowingsCurrent borrowingsTotal

As at 1 April 2019

135.029.58

144.60

Cash Flows

14.5617.4131.97

Foreign Exchange

---

Non-cash changesFair Value

changes

---

As at 31 March 2020

149.5826.99176.57

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The accompanying notes form an integral part of the statement cash flows

(Refer to note 12 - Cash and cash equivalents)*Amount is bellow the rounding off norms adopted by the company.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Statement of Cash Flow for the year ended 31 MARCH 2020

(All amounts in Indian rupees crores)

As per our report of even date attached for B S R & Associates LLPChartered AccountantsFirm registration number: 116231W/W-100024

Rushank Muthreja Sd/-Partner Membership No.: 211386

Bengaluru10 June 2020

for and on behalf of the Board of Directors of Malabar Institute of Medical Sciences LimitedCIN: U85110KL1995PLC008677Dr Azad Moopen Sd/- Dr Hamza P M Sd/-Chairman Whole Time DirectorDIN: 00159403 DIN: 02263209

Dubai Calicut 10 June 2020 10 June 2020

Arjun Vijayakumar Sd/- Udayakumar T P Sd/-

Chief Financial Officer Company SecretaryMembership No. FCA 224144 Membership no. FCS 8073Calicut Calicut10 June 2020 10 June 2020

Changes in liabilities arising from financing activities (Continue)

Particulars

Non-current borrowingsCurrent borrowingsTotal

As at 1 April 2018

90.065.1295.18

Cash Flows

44.964.4649.42

Foreign Exchange

---

Non-cash changesFair Value

changes

---

As at 31 March 2019

135.029.58

144.60

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MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Statement of changes in equity for the year ended 31 March 2020

(All amounts in Indian rupees crores)

The accompanying notes are an integral part of the statement of changes in equity.

Description of the nature and purpose of each reserve within equity is as follows: Securities premium Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013

Note Equity Shares (in crores) AmountEquity shares of INR 10 each issued at par, subscribed and fully paid-upAs at 1 April 2018 9.08 90.83Changes in equity share capital during 2018 - 19 14 0.91 9.08As at 31 March 2019 9.99 99.91Changes in equity share capital during 2019 - 20 - -As at 31 March 2020 9.99 99.91

A. Equity Share Capital

B. Other Equity

284.73

6.06(0.31) 5.75

-36.33 36.33326.81 11.98

0.19 (1.46)

10.71- -

337.52

-

-(0.31) (0.31)

0.31-

0.31 - -

0.19 -

0.19(0.19) (0.19)

-

242.35

6.06-

6.06 (0.31)

- (0.31)248.10

11.98 -

(1.46)

10.520.19 0.19

258.81

42.38

-- - -

36.33 36.33 78.71

- -

-

---

78.71

Total equity attributable to

equity owners of the Company

Remeasurement of net defined

benefit liability, net of tax effect

Items of OCIReserves and surplusRetained earnings

Securities premiumParticulars

As at 1 April 2018Total comprehensive income for the year ended 31 March 2019Profit for the yearOther comprehensive incomeTotal comprehensive incomeTransferred to retained earningsShare issue for cashTotal contributions by and distributions to ownersAs at 31 March 2019Profit for the yearOther comprehensive incomeImpact on account of transition to Ind AS 116, net of deferred tax (Refer note 32)Total comprehensive income Transferred to retained earningsTotal contributions by and distributions to owners

As at 31 March 2020

As per our report of even date attached

for B S R & Associates LLPChartered AccountantsFirm registration number: 116231W/W-100024

Rushank MuthrejaPartner Membership No.: 211386

Bengaluru | 10 June 2020

for and on behalf of the Board of Directors of Malabar Institute of Medical Sciences LimitedCIN: U85110KL1995PLC008677

Dr Azad Moopen Dr Hamza P MChairman Whole Time Director DIN: 00159403 DIN: 02263209

Dubai | 10 June 2020 Calicut | 10 June 2020

Arjun Vijayakumar Udayakumar T PChief Financial Officer Company Secretary Membership No. FCA 224144 Membership No. FCS 8073Calicut | 10 June 2020 Calicut | 10 June 2020

Page 50: Untitled-1 [astermims.com]Mr. Sreehari M - Manager Operations & Quality MIMS Kannur Management Team Mr. Farhan Yasin - Chief Executive Officer Dr. Sooraj K M - Chief of Medical Services

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1. Company overview Malabar Institute of Medical Sciences Limited (‘the Company’) was incorporated on 17 February 1995 as a limited company. The registered office of the Company is located at Mini Bypass Road, Govindapuram, Calicut, Kerala. The Company is primarily engaged in the business of rendering healthcare services. The holding and ultimate holding com-pany is Aster DM healthcare Limited, India

2. Basis of preparationA. Statement of compliance These financial statements are prepared in accordance with Indian Accounting Standards (IndAS) as per the Com-

panies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of Companies Act, 2013, (the ‘Act’) as amended and other relevant provisions of the Act. The company has availed the exemption available under the Act and note presented consolidated financial statement.

The financial statements were authorized for issue by the Company’s Board of Directors on 10 June 2020. Details of the Company’s accounting policies are included in Note 3.

B. Functional and presentation currency These financial statements are presented in Indian Rupees (INR), which is also the Company’s functional currency,

and have been rounded off to nearest crores, unless otherwise indicated.

C. Basis of measurement The standalone financial statements have been prepared on the historical cost basis except for the following items:

D. Use of estimates and judgements In preparing these financial statements, management has made judgements, estimates and assumptions that affect

the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively.

Judgements Information about judgements made in applying accounting policies that have the most significant effects on the

amounts recognised in the financial statements is included in the notes: Note 6 - Valuation of investments Note 32 - Lease classification

Assumptions and estimation uncertainties Information about assumptions and estimation uncertainties that have a significant risk of resulting in a materialad-

justment in the year ending 31 March 2020 is included in the following notes:- Note 4 and 5 - measurement of useful life and residual value of property, plant and equipment and intangible assets;- Note 36 - Measurement of defined benefit obligations: key actuarial assumptions;- Note 28 - recognition of deferred tax asset: availability of future taxable profit against which tax losses carried

forward can be used;- Note 29 - Recognition and measurement of provisions and contingencies: key assumptions about the likelihood

and magnitude of outflow of resources;- Note 35 - Impairment of financial assets;

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

Net defined benefit liability

Fair value of plan assets less present value of defined benefit obligations

Measurement basisItems

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2. Basis of preparation (continued)

E. Measurement of fair values A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both

financial and non-financial assets and liabilities. The Company has an established control framework with respect to the measurement of fair values. Significant valuation issues are reported to the Company’s audit committee.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

- Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.- Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices).- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the Company uses observable market data as far as pos-sible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in the following notes: - Note 35 - Financial instruments.

F. Recent Accounting Pronouncements i. Amendments

Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards. There is no such notification which would have been applicable from 1 April 2020.

3. Significant accounting policies

3.1 Property, plant and equipment

i. Recognition and measurement Items of property, plant and equipment are measured at cost, which includes capitalized borrowing costs, lessac-

cumulated depreciation and accumulated impairment losses, if any. Cost of an item of property, plant and equipment comprises of its purchase price, including import duties and-

non-refundable purchase taxes, after deducting trade discounts and rebates, any directly attributable cost of bringing the item to its working condition for its intended use and estimated costs of dismantling and removing the item and restoring the site on which it is located.

The cost of a self-constructed item of property, plant and equipment comprises the cost of materials and direct labor, any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

If significant parts of an item of property, plant and equipment have different useful lives, then they are ac-counted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss. Advances paid towards the acquisition ofproperty, plant and equipment, outstanding at each balance sheet date

are shown under long-term loans and advances. The cost of property, plant and equipment not ready for its in-tended use at each balance sheet date are disclosed as capital work-in-progress.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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ii. Subsequent expenditure Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the

expenditure will flow to the Company.iii. Depreciation Depreciation is calculated on cost of items of property, plant and equipment less their estimated residual values

over their estimated useful lives using the straight-line method, and is generally recognised in the statement of profit and loss. Leasehold improvements are amortized over the lease term or usefull lives of assets, whichever is lower. Freehold land is not depreciated.

The estimated useful lives of items of property, plant and equipment for the current and comparative periods are as follows:

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

3. Significant accounting policies (continued)

Class of assets

BuildingsPlant and MachineryMedical equipments*Motor vehiclesComputer equipmentsFurniture and fittingsElectrical fixtures

Useful Life

3 - 6010 - 1510 - 13

83 - 65 - 10

5

* For the above mentioned classes of assets, the Company believes that the useful lives as given above best repre-sent the useful lives of these assets based on internal assessment and supported by technical advice, where neces-sary, which is different from the useful lives as prescribed under Part C of Schedule II of the Companies Act, 2013.

Depreciation method, useful lives and residual values are reviewed at each financial year-end and adjusted if ap-propriate

3.2 Intangible assets Intangibles assets are stated at cost less accumulated amortization and impairment. Intangible assets are amortized

over their respective individual estimated useful lives on a straight-line basis, commencing from the date the asset is available to the Company for its use and is included in depreciation and amortization in statement of profit and loss.

The estimated useful lives are as follows:

Class of assets

Software

Revised Useful Lifes

6

Amortization method, useful lives and residual values are reviewed at the end of each financial year and adjusted if appropriate. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in profit or loss as incurred.

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3.3 Inventories Inventories are measured at the lower of cost and net realizable value. The cost of inventories comprises purchase

price, cost of conversion and other cost incurred in bringing the inventories to their present location and condition. The Company uses the weighted average method to determine the cost of inventory consisting of medicines and medical consumables.Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. The comparison of cost and net realizable values is made on an item-by-item basis.

3.4 Financial instruments

i. Recognition and initial measurement Trade receivables and debt securities issued are initially recognised when they are originated. All other finan-

cial assets and financial liabilities are initially recognised when the Company becomes a party to the contrac-tual provisions of the instrument.

A financial asset or financial liability is initially measured at fair value plus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue.

ii. Classification and subsequent measurement

Financial assets On initial recognition, a financial asset is classified as measured at either at amortized cost FVTPL or fair value

in Other Comprehensive Income (FVOCI) Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Com-

pany changes its business model for managing financial assets. A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated

as at FVTPL:- the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and- the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments

of principal and interest on the principal amount outstanding. On initial recognition of an equity investment that is not held for trading, the Company may irrevocably elect to

present subsequent changes in the investment’s fair value in OCI (designated as FVOCI – equity investment). This election is made on an investment by investment basis.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

Financial assets: Business model assessment The Company makes an assessment of the objective of the business model in which a financial asset is held

at investment level because this best reflects the way the business is managed and information is provided to management. The information considered includes:- the risks that affect the performance of the business model (and the financial assets held within that busi-

ness model) and how those risks are managed;- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and

expectations about future sales activity. Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not consid-

ered sales for this purpose, consistent with the Company’s continuing recognition of the assets. Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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basis are measured at FVTPL. Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recog-

nition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.

In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:- contingent events that would change the amount or timing of cash flows;- terms that may adjust the contractual coupon rate, including variable interest rate features;- prepayment and extension features; and- terms that limit the Company’s claim to cash flows from specified assets (e.g. non-recourse features).Financial assets: Subsequent measurement and gains and lossesFinancial liabilities: Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held for trading, or it is a derivative or it is designated as such on initial recogni-tion. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on de recognition is also recognized in profit or loss.

iii. Derecognition Financial assets The Company derecognizes a financial asset when the contractual rights to the cash flows from the finan-

cial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.

If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognized.

Financial assets at FVTPL

Financial assets at amortized cost

Equity investments at FVOCI

These assets are subsequently measured at fair value. Net gains and losses, in-cluding any interest or dividend income, are recognised in profit or loss. These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognised in profit or loss. Any gain or loss on de recognition is recognized in profit or loss.These assets are subsequently measured at fair value. Dividends are recognised as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognised in OCI and are not reclassified to profit or loss.

3.4 Financial instruments (continued)

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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Financial liabilities The Company derecognizes a financial liability when its contractual obligations are discharged or can-

celled, or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the finan-cial liability extinguished and the new financial liability with modified terms is recognised in profit or loss.

iv. Offsetting Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when,

and only when, the Company currently has a legally enforceable right to set off the amounts and it inetends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

3.5 Impairment

i. Impairment of financial instruments The Company recognizes loss allowances for expected credit losses on financial assets measured at amortized cost. At each reporting date, the Company assesses whether financial assets carried at amortized cost are credit

impaired. A financial asset is ‘credit impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.

Loss allowances for trade receivables are always measured at an amount equal to lifetime expected credit losses.Lifetime expected credit losses are the expected credit losses that result from all possible default events over the expected life of a financial instrument.

In all cases, the maximum period considered when estimating expected credit losses is the maximum contrac-tual period over which the Company is exposed to credit risk.

Measurement of expected credit losses Expected credit losses are a probability weighted estimate of credit losses. Credit losses are measured as the

present value of all cash shortfalls (i.e. the difference between the cash flows due to the Company in accor-dance with the contract and the cash flows that the Company expects to receive).

Presentation of allowance for expected credit losses in the balance sheet Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount

of the assets. Write-off The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is

no realistic prospect of recovery. This is generally the case when the Company determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off.

ii. Impairment of non- financial assets The Company’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each re-

porting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated.

For impairment testing, assets that do not generate independent cash inflows are grouped together into cash-generating units (CGUs). Each CGU represents the smallest group of assets that generates cash inflows that are largely independent of the cash inflows of other assets or CGUs.

The recoverable amount of a CGU (or an individual asset) is the higher of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the CGU (or the asset).

3.4 Financial instruments (continued)

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or chang-es in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount i.e. the higher of the fair value less cost to sell and the value-in-use is deter-mined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the CGU to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the consolidated statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset.

An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimate used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairemnt loss been recognised for the asset in prior years.

3.6 Employee benefits

Short-term employee benefits Employee 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. A liability is recognised for the amount expected to be paid e.g., under short-term cash bonus, if the Company has a present legal or construc-tive obligation to pay this amount as a result of past service provided by the employee, and the amount of obligation can be estimated reliably.

Post-employment benefits

Defined contribution plans A defined contribution plan is a post-employment benefit plan under which an entity pays fixed contributions into

a separate entity and will have no legal or constructive obligation to pay further amounts. The Company makes specified monthly contributions towards Government administered provident fund scheme. Obligations for contri-butions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.

Defined benefit plans A defined benefit plan is a post-employment benefit plan other than a defined contribution plan. The Company’s

net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in the current and prior periods, discounting that amount and deducting the fair value of any plan assets, if any.

The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected unit credit method.

Re-measurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in OCI. The Company determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

Other long term employee benefits - Compensated absences The company’s net obligation in respect of long-term employee benefits other than post-employment benefits is the

amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The obliga-

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

3.5 Impairment (continued)

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tion is measured on the basis of an annual independent actuarial valuation using the projected unit credit method. Re-measurements gains or losses are recognised in profit or loss in the period in which they arise.

With effect from 31 March 2020, the company does not have any long term employee benefits under compensated absences due to chane in policy for compensated absences.

3.7 Provisions (other than employee benefits) A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation

that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.

A contract is considered to be onerous when the expected economic benefits to be derived by the Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before such a provision is made, the Company recognizes any impairment loss on the assets associated with that contract.

3.8 Revenue Revenue from contract with customers The Company generates revenue from rendering of medical and healthcare services, sale of medicines and other

related activities. Ind AS 115 Revenue from Contracts with Customers, establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaced Ind AS 18 Revenue, Ind AS 11 Construction Contracts. Under Ind AS 115, revenue is recognised when a customer obtains control of the goods or services.

Disaggregation of revenue The Company disaggregates revenue from hospital services (medical and healthcare services), sale of medicines

and other operating income. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainty of Company’s revenues and cash flows are affected by industry, market and other economic factors.

Contract balances The Company classifies the right to consideration in exchange for sale of services as trade receivables, advance

consideration as advance from customers.

Performance obligations and revenue recognition policies Revenue is measured based on the consideration specified in a contract with a customer. The Company recognises

revenue when it transfers control over a good or service to a customer. The following details provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies.

a) Medical and healthcare services The Company’s revenue from medical and healthcare services comprises of income from hospital services. 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 the services rendered. Revenue is recognised net of discounts and concessions given to the patients.

Unbilled receivable represents value to the extent of medical and healthcare services rendered to the patients who are undergoing treatment / observation on the balance sheet date and is not billed as at the balance sheet date.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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b) Sale of medicines Revenue from sale of medical consumables and medicines within the hospital premises is recognised when

property in the goods or all significant risks and rewards of their ownership are transferred to the customer and no significant uncertainty exists regarding the amount of the consideration that will be derived from the sale of the goods and regarding its collection. The amount of revenue recognised is net of sales returns, taxes and duties, wherever applicable.

c) Other operating income The Company’s revenue from other operating income comprises of primarily of canteen sales (sales of food

and beverages), revenue from courses conducted at the hospital, income from revenue sharing agreements. Revenue from services rendered in based on the agreements / arrangements with the customers as the service is per-

formed. Income from sale of food and beverages is recognised at a point in time when control of the assets is transferred.Disaggregated revenue information: Refer note 20

3.9 Foreign currency transactions Transactions in foreign currencies are translated into the functional currency of the Company at the exchange rates

at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary assets and liabilities that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Exchange differences are recognised in profit or loss.

3.10 Leases

i. Determining whether an arrangement contains a lease At inception of an arrangement, it is determined whether the arrangement is or contains a lease.At inception

or on reassessment of the arrangement that contains a lease, the payments and other consideration required by such an arrangement are separated into those for the lease and those for other elements on the basis of their relative fair values.

ii. Company as a lessee The Company accounts for each lease component within the contract as a lease separately from non-lease

components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

The Company recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumu-lated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease li-ability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

3.8 Revenue (continued)

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The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremen-tal borrowing rate. The lease payments shall include fixed payments, variable lease payments, residual value guarantees, exercise price of a purchase option where the Company is reasonably certain to exercise that option and payments of penalties for terminating the lease, if the lease term reflects the lessee exercising an option to terminate the lease. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications or to reflect revised in-substance fixed lease payments. The company recognises the amount of the re-measurement of lease liability due to modifi-cation as an adjustment to the right-of-use asset and statement of profit and loss depending upon the nature of modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease liability, the Company recognises any remaining amount of the re-measurement in statement of profit and loss.

The Company has elected not to apply the requirements of Ind AS 116 Leases to short-term leases of all assets that have a lease term of 12 months or less. The lease payments associated with these leases are recognized as an expense on a straight-line basis over the lease term.

iii. Company as a lessor At the inception of the lease the Company classifies each of its leases as either an operating lease or a finance

lease. The Company recognises lease payments received under operating leases as income on a straight- line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant periodic rate of return on the lessor’s net investment in the lease. When the Company is an intermediate lessor it accounts for its interests in the head lease and the sub-lease separately. It assesses the lease classification of a sub-lease with reference to the right-of-use asset arising from the head lease, not with reference to the underlying asset. If a head lease is a short term lease to which the Company applies the exemption described above, then it classifies the sub-lease as an operating lease.

If an arrangement contains lease and non-lease components, the Company applies Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract.

iv. Transition to Ind AS 116 The Company has adopted Ind AS 116, effective annual reporting period beginning 1 April 2019 and applied

the standard to its leases, retrospectively, with the cumulative effect of initially applying the Standard, recog-nised on the date of initial application (1 April 2019). Accordingly, the Company has not restated comparative information, instead, the cumulative effect of initially applying this standard has been recognised as an adjust-ment to the opening balance of retained earnings as on 1 April 2019.

Company as a lessee Operating leases For transition, the Company has elected not to apply the requirements of Ind AS 116 to leases which are expir-

ing within 12 months from the date of transition by class of asset and leases for which the underlying asset is of low value on a lease-by-lease basis. The Company has also used the practical expedient provided by the standard when applying Ind AS 116 to leases previously classified as operating leases under Ind AS 17 and therefore, has not reassessed whether a contract, is or contains a lease, at the date of initial application, relied on its assessment of whether leases are onerous, applying Ind AS 37 immediately before the date of initial ap-plication as an alternative to performing an impairment review, excluded initial direct costs from measuring the right of use asset at the date of initial application and used hindsight when determining the lease term if the contract contains options to extend or terminate the lease. The Company has used a single discount rate to a portfolio of leases with similar characteristics.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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On transition, the Company recognised a lease liability measured at the present value of the remaining lease payments. The right-of-use asset is recognised at its carrying amount as if the standard had been applied since the commencement of the lease, but discounted using the lessee’s incremental borrowing rate as at April 1, 2019. Accordingly, a right-of-use asset of 6.56 crore and a corresponding lease liability of 7.66 crore has been recognized. The cumulative effect on transition in retained earnings net off taxes is 1.46 crore. The principal por-tion of the lease payments have been disclosed under cash flow from financing activities. The lease payments for operating leases as per Ind AS 17 - Leases, were earlier reported under cashflow from operating activity

On application of Ind AS 116, the nature of expenses has changed from lease rent in previous periods to depre-ciation cost for the right-to-use asset, and finance cost for interest accrued on lease liability.

The difference between the future minimum lease rental commitments towards non-cancellable operating leas-es and finance leases reported as at March 31, 2019 compared to the lease liability as accounted as at April 1, 2019 is primarily due to inclusion of present value of the lease payments for the cancellable term of the leases, reduction due to discounting of the lease liabilities as per the requirement of Ind AS 116 and exclusion of the com-mitments for the leases to which the Company has chosen to apply the practical expedient as per the standard.

v. Company as a lessor The Company is not required to make any adjustments on transition to Ind AS 116 for leases in which it acts

as a lessor, except for a sub-lease. The Company accounted for its leases in accordance with Ind AS 116 from the date of initial application. The Company does not have any significant impact on account of sub-lease on the application of this standard.

vi. Impact of COVID-19 The Company does not foresee any large-scale contraction in demand which could result in significant down-

sizing of its employee base rendering the physical infrastructure redundant. The leases that the Company has entered with lessors towards properties are long term in nature and no changes in terms of those leases are expected due to the COVID-19.

For the impact of Ind AS 116 on profit or loss for the period, see Note 32. When measuring lease liabilities for leases that were classified as operating leases, the Group discounted lease pay-

ments using its incremental borrowing rate at 1 April 2019. The weighted average rate applied is 9.25% to 10.37%.

3.11 Recognition of dividend income, interest income or interest expense Dividend income is recognised in profit or loss on the date on which the right to receive payment is established.

Interest on deployment of surplus funds is recognized using the time proportionate method, based on the transac-tional interest rates.

Interest income or expense is recognised using the effective interest method. The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through the

expected life of the financial instrument to the gross carrying amount of the financial asset or the amortised cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability.

3.12 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. Incomputing 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.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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3.13 Income tax Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates

to an item recognised directly in equity or in other comprehensive income.

i. Current tax Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any

adjustment to the tax payable or receivable in respect of previous years. Minimum Alternative Tax (‘MAT’) under the provisions of the Income-tax Act, 1961 is recognised as current tax in the statement of profit or loss. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognisedamounts,anditisintendedtorealizetheassetandsettletheliabilityonanetbasisorsimultaneously.

ii. Deferred tax Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and li-

abilities for financial reporting purposes and the corresponding amounts used for taxation purposes. Deferred tax is also recognised in respect of carried forward tax losses and tax credits. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of a history of recent losses, the Company recognizes a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realized. Deferred tax assets - unrecognized or recognized, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realized.

Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

3.14 Borrowing cost Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrow-

ings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrow-ing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalized as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred.

3.15 Cash-flow statement Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of trans-

actions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, investing and financing activities of the Company are segregated.

3.16 Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand and short-term deposits with an original maturity of

three months or less which are subject to insignificant risk of changes in value.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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3.17 Non-current assets classified as held-for-sale Assets are classified as held for disposal and stated at the lower of carrying amount and fair value less costs to sell.

To classify any Asset as “Asset held for sale” the asset must be available for immediate sale and its sale must be highly probable. Such assets or group of assets are presented separately in the Balance Sheet, in the line “Assets held for sale”. Once classified as held for sale, intangible assets and Property Plant Equipment are no longer amor-tised or depreciated.

3.18 Interest Government grants are recognised where there is reasonable assurance that the grant will be received and all at-

tached conditions will be complied with. Where the Company receives non-monetary grants, the asset and the grant are accounted at fair value and recognised in the statement of profit and loss over the expected useful life of the asset.

MALABAR INSTITUTE OF MEDICAL SCIENCES Ltd.Notes to the standalone financial statements

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4. P

rope

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pla

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nd e

quip

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a) P

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at

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335.3

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(101.6

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31 M

arch

2019

332.0

2137.2

30.4

819.5

31.5

141.1

711.1

6183.5

61.4

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4769.5

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2137.2

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31.5

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71.4

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)

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5. Intangibles Assets

Malabar Institute of Medical Sciences LimitedNotes to the financial statements (continued)

(All amounts in Indian rupees crores)

For the year ended

Decrease in depreciation charge

31 March 2020

1.21

31 March 2021

1.26

31 March 2022

1.12

4. Property, plant and equipment (continued)

Gross carrying valueBalance at 1 April 2018 1.18 1.18 Additions 0.43 0.43 Balance at 31 March 2019 1.61 1.61 Balance at 1 April 2019 1.61 1.61 Additions 1.48 1.48 Balance at 31 March 2020 3.09 3.09 Accumulated amortisation Balance at 1 April 2018 0.61 0.61 Amortisation 0.26 0.26 Balance at 31 March 2019 0.87 0.87 Balance at 1 April 2019 0.87 0.87 Amortisation 0.38 0.38 Balance at 31 March 2020 1.25 1.25 Net carrying value as at 31 March 2020 1.84 1.84 Net carrying value as at 31 March 2019 0.74 0.74

Software Total

(e) There is no impairment loss during the current and previous year

(a) There is no impairment loss during the current and previous year

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Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

*

6.62

2.67 9.29

9.29

3.743.74

9.258.43

17.68

0.210.220.520.703.290.22

5.1622.84

2.52 0.14

2.66

2.960.591.855.408.06

19.621.62

21.24

-

6.62

2.679.29

9.29

2.542.54

-7.967.96

0.230.060.12

-2.130.052.59

10.55

8.77 0.16

8.93

3.340.290.674.30

13.23

10.851.02

11.87

6. Investments Non-current, Investment in Subsidary - Unquoted investments (non- trade at cost) Investment in Ezhimala Infrastructure LLP Investment in Associate - Unquoted investments (non- trade at cost) Investment in MIMS Infrastructure and Properties Pvt. Ltd. 0.66 crores (31 March 2019 - 0.66 crores) equity shares of INR10 each Investments in preference shares at amortised cost Investment in MIMS Infrastructure and Properties Private Limited 0.26 Crore. (31 March 2019 - 0.26 Crore.) Preference Shares of INR 10 each

Aggregrate amount of unquoted investments *Amount is below the rounding off norms adopted by the Company7. Loans Non-current Unsecured, considered good Security deposits Includes deposits with related party (refer note 34)8. Other financial assets Non-current Unsecured, considered good Advance against Equity to a subsidary In deposit account for margin money

Current Unsecured, considered good Security deposits Insurance claim receivable Rent receivable Interest accrued on fixed deposits with banks Unbilled revenue Due from related party (Refer Note 34) 9. Other assets Non-current Unsecured, considered good Advance for capital goods Other loans and advances Current Unsecured, considered good Prepaid expenses Advance to employees Advances for supply of goods and rendering of services

10. Inventories Stock in trade including medicine & consumables Stores and spares * for details of inventories pledged, refer Note 15

As at 31 March 2020 As at 31 March 2019

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Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

51.374.20

55.57(4.20)51.37

9.280.659.939.93

0.510.51

42.211.44

43.65(1.85)41.80

7.850.538.388.38

1.761.76

** Individual items not exceed 10% of total minventory

11. Trade receivables Current Unsecured Considered good Considered doubtful Allowances for credit loss Net trade receivables * for details of trade receivables pledged, refer Note 15 The company’s exposure to credit and currency risks and loss allowances related to trade receivables are disclosed in Note 35

12. Cash and cash equivalents Balance with banks - in current accounts Cash on hand Cash and cash equivalents in the statement of cash flows

13. Bank balances other than above Balance in banks for margin money

(a) Shares held by ultimate holding company / holding company and their subsidiaries / associates

The Company has a single class of equity shares. All equity shares rank equally with regard to dividends and share in the Com-pany’s residual assets. The equity shares are entitled to receive dividend as declared from time to time. 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. 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.

As at 31 March 2020 As at 31 March 2019 Number of Shares Amount Number of Shares Amount

Equity shares of Rs. 10 each fully paid-up held by Aster DM Healthcare Limited - 7.41 74.08 7.32 73.16 holding and ultimate holding company

As at 31 March 2020 As at 31 March 2019 Number of Shares Amount Number of Shares Amount

14. Equity Share Capital Authorised Equity shares 10.00 100.00 10.00 100.00 10.00 100.00 10.00 100.00

Issued, subscribed and paid-up Equity shares At the beginning of the year 9.99 99.91 9.08 90.83 Add: issued during the year (right issue) - - 0.91 9.08 At the end of the year 9.99 99.91 9.99 99.91

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(b) Details of shareholders holding more than 5% shares of the Company

(c) Details of buyback, bonus shares, issue for consideration other than for cash for past 5 years 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.

Also refer note 37 for policy with respect to capital management.

As at 31 March 2020 As at 31 March 2019 Number of Shares % holding Number of Shares % holding

Equity shares of Rs. 10 each fully paid-up held by Aster DM Healthcare Limited 7.41 74.14% 7.32 73.22%

14. Share Capital (continued)

Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

As at 31 March 2020 As at 31 March 2019

15. Borrowings Non-current Secured Term loans from banks 147.09 132.12 Less: Current Meturities of long-term borrowings 18.37 17.99 128.72 114.13 Unsecured Term loans from Associates 2.49 2.90 131.21 117.03 Current Secured Short-term loan from banks - 5.00 Cash credit and overdraft 26.99 4.58 Current maturities of long term borrowings 18.37 17.99 45.36 27.57 Less: amount include ‘other financial liabilities’ (18.37) (17.99) 26.99 9.58 Total Borrowings 176.57 144.60

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*includes current maturities of long-term borrowings

Details of securities, terms and conditions on loans

15. Borrowing (continued)

As at 31 March 2019*

As at 31 March 2020*Interest Rate (p.a) TenureSecurity TermsLenders Name

36-63 Months;

36 - 47 months

36 Months

132 Months

6 - 60 Months

23 Months

60 Days

1 Year

90 Days

36 Months

Base rate plus 1.5%

Base rate 8% to 11.25%

Base rate plus 1.3%

Base rate plus 0.25%

Base rate plus 0.25%

Base rate plus 0.25%

Base rate plus 0.85%

MCLR+0.975%

Base rate plus 0.85%

Base rate plus 0.25%

HDFC Bank Limited (6.06)

ICICI Bank Limited

South Indian Bank

HDFC Bank

HDFC Bank

HDFC Bank

HDFC Bank (CC+OD)

ICICI Bank Ltd.

HDFC Bank

HDFC Bank

-

-

12.49

111.96

22.63

-

-

26.99

-

-

174.08

1.35

0.06

15.89

87.42

24.88

2.51

4.58

-

5.00

0.01

141.70

Secured by hypothecation of equipments purchased using the term loan.

Vehicle loans are secured by hypothecation of vehicles purchased using the term loan.

Secured by equitable mortgage of 319.9 cents of land

“Secured by hypothecation of equip-ments, spares and immovable properties Corporate guarntee by Aster DM Healthcare”

Secured by hypothecation of equipments purchased using the term loan

Secured by equitable mortgage of land with building and also by hypothecation of fur-niture, equipments, machinery, computers.Vehicle loans are secured by hypothecation of vehicles purchased using the term loans.

Cash credit facility availed from the bank is repayable on demand and is secured by book debts and stock of all goods including pharmacy and general goods.

“Secure by first paripasu charges on all current as-set, operating cash flow,receivables,commission, revenue of whatsoever nature and whenever arising, present and future of the borrower Corporate guarntee by Aster DM Healthcare”

Secured by hypothecation of equipments purchased using the term loan

Secured by hypothecation of equipments purchased using the term loan

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3.70

*

-

0.12

0.12

0.12

-

-

-

-

-

-

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;

*Amount is below the rounding off norms adopted by the Company

*The company’s exposure to currency and liquidity risk related to trade payables is disclosed in Note 35.

Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

3.82

42.5246.34

-

31.8131.81

17. Trade payables Total outstanding dues of micro and small enterprises Total outstanding dues of creditors other than micro and small enterprises

As at 31 March 2020 As at 31 March 2019

*The details of interest rates, repayment and other terms are disclosed in Note 15.The company’s exposure to currency and liquidity risk related to the above financial liabilities is disclosed in Note 35.

As at 31 March 2020 As at 31 March 2019

18.37 1.37

30.20 1.92

3.1511.286.870.01

73.1773.17

17.99 0.67

14.03 2.27

1.3518.806.410.01

61.5361.53

16. Other Financial Liabilities Current Current maturities of long-term borrowings* Interest accrued but not due on borrowings* Dues to creditors for expenses and others Security deposits from others Due to related party (Refer Note 34) Dues to creditors for capital goods Accured salaries and benifits Unpaid dividend

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Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

* represents government grant under Export Promotion Capital Goods (EPCG) scheme accounted at fair value as per Ind AS 20 - Accounting for Government Grants and Disclosure of Government Assistance.

* Individual items do not exceed 10% of total inventory

7.10-

7.10

1.550.942.49

6.55 1.13

7.68

1.070.461.53

18. Provisions Non-current Provision for employee benefits Net defined benefit liability - Gratuity* Compensated absences* Current Provision for employee benefits Net defined benefit liability - Gratuity* Compensated absences*

*Refer Note 36

As at 31 March 2020 As at 31 March 2019

440.554.51

39.11484.17

312.852.16

31.15346.16

20. Revenue from operations Income from hospital and medical services Other operating income Sale of medicines *

* Individual items do not exceed 10% of total sales

Year ended 31 March 2019

Year ended 31 March 2020

0.61 1.56

-0.500.68 3.35

0.60 0.68

0.20-

0.33 1.81

21. Other Income Interest income under effective interest method on Fixed - deposits with banks Rent Dividend on non-current investments Liablities and provisions no longer required written back Other non-operating income

19. Other liabilities Non-current Deferred government grant * Current Advances received from customers Statutory dues payables

As at 31 March 2020 As at 31 March 2019

6.796.79

1.793.38

5.17

5.655.65

1.582.55

4.13

127.10127.10

83.1383.13

22. Purchases of medicines and consumables Medicines and consumables*

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10.8519.62(8.77)

8.6010.85(2.25)

23. Change in inventories Medicines and medical consumables: Opening stock Closing stock

92.848.232.54

103.61

71.379.431.63

82.43

24. Employee benefits expense Salaries, Wages and bonuses Contribution to provident and other funds Staff welfare expense

16.48(0.97)

0.820.95

17.28

13.12(7.19)

-0.015.94

25. Finance cost Interest on Borrowings Less: Borrowing Cost Capitalised Interest of Lease Liabilities (Refer Note 32) Other Borrowing Cost

22.511.090.38

23.98

13.26-

0.2613.52

26. Depreciation and amortisation expenses Depreciation on tangible assets Depreciation on right-of-use assets (Refer Note 32) Amortisation on intangible assets

Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

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Year ended 31 March 2019

Year ended 31 March 2020

3.28 17.34 1.87 1.57

122.54 1.45 1.37 3.68

32.69 1.39 1.66 0.66 2.55 1.63 9.54 2.35 0.59 0.07 1.60 0.32 3.52

211.67

2.56 12.37 1.25 0.69

86.62 2.13 0.89 2.93

23.27 1.17 1.13 0.42 2.26 1.30 5.40 0.49 0.46 2.73 0.87 0.53 1.8

151.29

27. Other expenses Stores and spares Power and fuel Water Laboratory investigation outsourcing Professional fee to doctors Rent Repairs and maintenance - buildings Repairs and maintenance - plant and machinery Repairs and maintenance - others Insurance Rates and taxes Travel and conveyance Legal, professional and consultancy charges Communication Advertising and promotional Allowance for credit losses on financial assets Donations Loss on sale of property, plant and equipment (net) Bank charges Expenditure on corporate social responsibility * Miscellaneous expenses

0.32

- 0.32 0.32

0.48

- 0.53 0.53

* Details of Corporate Social Responsibility Expenditure - Gross amount required to be spent during the year - Amount spent during the year on : Construction/acquisition of an asset On purposes other than above

28. Income taxes Income tax assets / (liability) Income tax assets Net income tax assets / (liability)

10.0710.07

5.315.31

Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

Current Tax: MAT for the year Deferred tax (including MAT credit entitlement) Tax expense for the year

2.62 (1.95)

0.67

4.50 3.357.85

(A) Amount recogonised in statement of profit and loss

(B) Amount recognised in other comprehensive income

Year ended 31 March 2020 Year ended 31 March 2019 Before tax Tax (expense) Net of tax Before tax Tax (expense)/ Net of tax /benefit benefitRe-measurement on defined benefit liability 0.18 0.01 0.19 (0.48) 0.17 (0.31)

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As at 31 March 2019

As at 31 March 2020

12.65 29.12%

3.68 -

0.08(3.09)

0.67 5.33%

13.91 34.94%

4.86 0.06 2.92

- 7.84

56.35%

Profit before income taxes Enacted tax rates in India Expected tax expense Exempt income Effect of permanent allowances for tax purposes Impact of change in deffered tax rate Income tax expense Effective tax rate

(C) Reconcillation of effective tax rate

(d) Recognised deferred tax assets and liabilities (i) Deferred tax assets and liabilities are attributable to the following:

(ii) Movement in temporary differences

As at 31 March 2019

As at 31 March 2020Particulars

1.22 2.78 1.98 0.40 0.63 1.04 2.62

10.67

52.09 26.15

78.24 2.62

(70.19)

0.65 3.22 1.70 0.40

---

5.97

52.0923.97

76.07 -

(70.09)

Deferred Tax Assets Trade receivables Provision for employee benefits EPCG Disallowance in assets LTCG carried forward Lease liabilities, Impact on acocunt of Ind AS 116 Tax losses ( Unabsorbed depreciation) MAT Credit Total deferred tax assets Deferred tax liabilities On account of fair valuation of land * Excess of depreciation on property, plant and equipment under Income Tax Act,

1961 over depreciation under Companies Act. Total deferred tax liabilities Deferred tax assets Deferred tax liability (net)

* The deferred tax liability arising on the fair valuation is recognised based on tax rates applicable to the long-term capital gains.The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority. Company has recognised deferred tax assets arising out of tax losses (unabsorbed depreciation) to the extent of net deferred tax liability on account of taxable temporary differences.

* The taxation laws (amendment) ordinance 2019 (‘ordinance’) was promulgated by the President of India on September 2019. The ordinance has amended the Income Tax Act, 1961 and Finance Act, 2019 to interalia provide an option to a domestic company to pay income tax at reduced rate of 22%. The company has elected not to excercise this option to pay income tax at a reduced rate of 22%. Accordingly, the company has recognised, provision for income tax for the year ended 31 March 2020 based on earlier income tax provisions i.e. higher of income tax as per the normal provisions of Income Tax Act, 1961 and Minimum Alternate Tax.

0.653.22

-1.70 0.40

- -

(52.09)(23.97)

(70.09)

-- -- - -

0.60--

0.60

- 0.01

-------

0.01

0.57 (0.45)

1.04 0.28

- 2.62 0.63

-(2.18)

1.91

Particulars

Trade Receivable (loss allowance)Provision for employee benefitsTax losses (unabsorbed depreciation)Deferred government grantsTax losses (unabsorbed depreciation)MAT Credit entitlementLease liabilities, impact on account of Ind AS11On account of fair valuation of landExcess of depreciation on fixed asset under- Income Tax Act, 1961 over depreciation under- Companies Act. Net deferred tax (liabilities) / assets

As at 31 March

2020

Credit/ (Charge) in the Statement

of Profit and Loss

Recognise in OCI during

2019-20

As at 1 April 2019

Recognised through re-

tained earnings

1.22 2.78 1.04 1.98 0.40 2.62 0.63

(52.09)(26.15)

(67.57)

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** The deferred tax liability arising on the fair valuation is recognised based on tax rates applicable to the long-term capital gains.* Amount is below the rounding off norms adopted by the company.

Particulars Expiry DateExpiry DateAs at

31 March 2019As at

31 March 2020

3.59

1.70

1.44

Brought forward losses - allowed to carry forward for infinite periodBrought forward losses - allowed to carry forwardTotal deferred tax asset on above lossess

Never Expire

31 March 2027

NA

-

1.70

0.40

-

31 March 2027

NA

29. Contingent liabilities and commitments

Particulars As at 31 March 2019As at 31 March 2020

0.75

0.94

3.86 1.61

10.30

5.248.43

5.77

0.75

0.88

3.34 1.61

10.30

5.377.83

10.59

Contingent liabilities Disputed income tax demand pending before assessing authorities (Refer notes (a) and (b) below)Disputed provident fund demand pending before appellate authorities (Refer note (c) and (e) below) Customer Claims (Refer note (h)) Employee bonus (Refer note (d) below) Additional Salary payable under minimum wages act for retrospective periods (Refer note (f))Export commitment under EPCG claim (Refer note (g))Bank GuaranteeCommitments Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for

Malabar Institute of Medical Sciences LimitedNotes to the standalone financial statements (continued)

(All amounts in Indian rupees crores)

(iv) Tax losses carried forward

(v) Unreccogonised deferred tax asset There are no Unreccogonised deferred tax asset on account of bought forward tax losses or other items

a) The Company has received an income tax demand for the assessment year 2008-09 wherein demand of Rs. 0.27 crore has been raised against the Company on account of certain disallowances, adjustments made by the income tax department. The Company has paid Rs. 0.25 crore under protest against the demand. A significant portion of this amount arises from certain adjustment done by the income tax department in the computation of Minimum Alterna-tive Tax. Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been made to the financial statements. The Company has filed an appeal against the demands received.

0.471.95

-- -

69.33

(66.91)

-- -- - -

-

- 0.17

----

0.17

0.18 1.101.70 0.40

(52.09) 45.36

(3.35)

Particulars

Trade Receivable (loss allowance)Provision for employee benefitsDeferred government grantsCarried forward long-term capital lossOn account of fair valuation of landExcess of depreciation on fixed asset under- Income Tax Act, 1961 over depreciation under- Companies Act. Net deferred tax (liabilities) / assets

As at 31 March

2019

Credit/ (Charge) in the Statement

of Profit and Loss

Recognise in OCI during

2018-19

As at 1 April 2018

Recognised through re-

tained earnings

0.65 3.22 1.700.40

(52.09) (23.97)

(70.09)

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b) The Company has received an income tax demand for the assessment year 2012-13 wherein demand of Rs. 0.91 crore has been raised against the Company on account of certain disallowances, adjustments made by the income tax department. The Company has paid Rs. 0.18 crore under protest against the demand. Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been made to the financial statements. The Company has filed an appeal against the demands received.

c) The Company has received demand from the provident fund authorities wherein demand of Rs. 0.94 million net of advance has been raised against the Company on account of provident fund contribution in respect of certain trainees employed by the Company. Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been made to the financial statements. The Company has filed an appeal against the demands received.

d) 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 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.

e) On 28 February 2019, the Hon’ble Supreme Court of India has delivered a judgment clarifying the principles that need to be applied in determining the components of salaries and wages on which Provident Fund (PF) contributions need to be made by establishments. Basis this judgment, the Company has re-computed its liability towards PF for the month of March 2019. In respect of the earlier periods/years, the Company has been legally advised that there are numerous interpretative challenges on the application of the judgment retrospectively. Based on such legal advice, the management believes that it is impracticable at this stage to reliably measure the provision required, if any, and accordingly, no provision has been made towards the same. Necessary adjustments, if any, will be made to the books as more clarity emerges on this subject.

f) On 23 April 2018, The Govt. of Kerala issued an order revising the minimum wages of medical and nursing staff. The order mentions that the changes would be effective retrospectively from 1 October 2017 Since the legislation was issued in April 2018, management has started paying salary with effect from 1 April 2018 The company filed an appeal against the retrospective application of this order with the High Court of Kerala which has issued an interim stay order on 26 July 2018 The writ petition WP (c) No 25109/2018 challenging the retrospective effect of minimum wages order passed by the Government of Kerala is pending before the Hon’ble High Court of Kerala in hearing list based on the stay order and legal advise, management believes that their position will be upheld and therefore has not provided for the incremental cost for the period October 2017 to March 2018.

g) The company has obtained duty free/ concessional duty licenses for import of capital goods by undertaking export obligations under the EPCG scheme As at 31 March 2020, export obligations remaining to be fulfilled amounts to INR 5.24 Crore (31 March 2019:INR 5.37 Crore.) In the event that export obligations are not fulfilled, the company would be liable to pay the levies. The company bankers have provided bank guarantees aggregating INR 8.43 Crore (31 March 2019: INR 7.83 Crore) to the customs authorities in this regard.

h) there are certain claims raised by various customers, pending before various consumer forums. The management does not expect the outcome of the action to have a material effect on its financial position.

Malabar Institute of Medical Sciences LimitedNotes to the financial statements (continued)

(All amounts in Indian rupees crores)

Year ended 31 March 2019

Year ended 31 March 2020Particulars

11.98 6.06 Net profit for the year attributable to the equity shareholders

30. Basic earnings per share A. Basic net profit per share The calculation of profit attributable to equity share holders and weighted average number of equity shares out-

standing for the purpose of basic earnings per share calculaitons are as follows:

i. Net profit attributable to equity share holders (basic)

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Malabar Institute of Medical Sciences LimitedNotes to the financial statements (continued)

(All amounts in Indian rupees crores)

ii. Weighted average number of equity shares

Year ended 31 March 2019

Year ended 31 March 2020Particulars

11.98 6.06 Net profit for the year, attributable to the equity shareholders

Particulars

9.991.20

9.510.64

Weighted average number of equity shares of Rs. 10 each for the year (basic) Earning per share, diluted

Year ended 31 March 2019

Year ended 31 March 2020

31. Auditors’ remuneration (included under legal and professional charges, excluding goods and service tax)

0.100.10

0.080.08

Statutory audit Total

Particulars Year ended 31 March 2019

Year ended 31 March 2020

32. Leases The Company has taken hospital premises on lease from various parties from where healthcare and management

services are rendered. The leases typically run for a period of 1 year - 15 years. Lease payments are renegotiated nearing the expiry to reflect market rentals.

As a lessee, the Company previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all the risks and rewards of ownership. Under Ind AS 116, the Company recognises right-of-use assets and lease liabilities - i.e. these leases are recorded on the balance sheet.

On transition to Ind As 116, the company recognised INR 6.56 crore of right - of use assets and INR 8.62 crore of lease liabilities, recognised the difference of INR 2.06 crore net of deferred tax of INR 0.60 crore in retained earn-ings. When measuring lease liabilities, the company discounted lease payments using its incremental borrowing rate at 1 April 2019. The rate applied is 10.3%.

ii. Weighted average number of equity shares (basic)

Particulars

9.99 -

9.99 1.20

9.08 0.43 9.510.64

Opening balance (Refer note 14) Effect on Right Issue Weighted average number of equity shares of Rs. 10 each for the year Earnings per share, basic

Year ended 31 March 2019

Year ended 31 March 2020

B. Diluted earnings per share The calculation of profit attributable to equity share holders and weighted average number of equity shares out-

standing, after adjustment for the effects of all dilutive potential equity shares is as follows.

i. Net profit attributable to equity share holders

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Malabar Institute of Medical Sciences LimitedNotes to the financial statements (continued)

(All amounts in Indian rupees crores)

(i) Lease liabilities Following are the changes in the lease liabilities for the year ended 31 March 2020

(iv) Amounts recognised in statement of profit or loss

(ii) Maturity analysis - Contractual undiscounted cash flows

(iii) Right - of - use assets Right - of - use assets related to leased properties that do not meet the definition of investment property are pre-

sented as property, plant and equipment

(v) Amounts recognised in statement of cash flows

(vi) Operating leases *

The Company is obligated under cancellable operating leases for office, hospital premises and residential premises which are renewable at the

0.821.09

Interest on lease liabilitiesDepreciation on right-of-use assets

Year ended 31 March 2020

1.78Total cash outflow for leases

Year ended 31 March 2020

8.62-

0.82(1.78)

7.666.511.15

Balance as at 1 April 2019 (on transition)AdditionsFinance cost accrued during the periodPayment of lease liabilitiesBalance as at 31 March 2020Non-current lease liabilitiesCurrent lease liabilities

Year ended 31 March 2020Particulars

1.155.501.017.66

Less than One yearOne to Five yearsMore than Five yearsTotal undiscounted lease liabilities at 31 March 2020

Year ended 31 March 2020Particulars

-6.56

(1.09)5.47

Balance as at 1 April 2019Addition to right - of - use assetsDepreciation for the yearBalance at 31 March 2020

Year ended 31 March 2020Particulars

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Amounts recognised in statement of profit or loss

33 Ind AS 108 “Operating Segment” (“Ind AS 108”) establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. Based on the “management approach” as defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).The CODM evaluates the Company’s performance and allocates resources on overall basis. The Com-pany’s sole operating segment is therefore ‘Medical and Healthcare Services’. Accordingly, there are no additional disclosure to be provided under Ind AS 108, other than those already provided in the financial statements.

34. Related parties (i) Names of related parties and description of relationship with the Company: (a) Holding company - Aster DM Healthcare Limited, India (b) Subsidary - Ezhimala Infrastructure LLP (c) Associate Company - MIMS Infrastructure and Properties Private Limited, India (d) Fellow Subsidiaries - Aster Pharmacies LLC Aster DM Healthcare FZC, UAE DM Medcity Hospitals India Private Limited, India Dr. Moopens Healthcare Management Services LLC, UAE Al Raffah Hospital LLC, Oman Oman Al Khair Hospital Sri Sainatha Multispeciality Hospitals Pvt Ltd, India Emed Human Resources India Pvt. Ltd, India (e) Key managerial personnel and relatives Dr. Azad Moopen Chairman Dr. M Ali Vice chairman Mr. U Basheer Whole Time Director (till 31-07-2019) Dr. Hamza P M Whole Time Director (w.e.f 01-08-2019) Mr. Saidalavi Koya Thangal Director (till 22-05-2019) Dr. Santy Sajan Chief Executive Officer (till 22-05-2019) Mr. Jayakrishnan P Chief financial officer (till 30-09-2019) Mr. Arjun Vijaykumar Chief financial officer (w.e.f 01-10-2019) Mr. Udayakumar P T Company Secretary (f) Enterprises over which Key - Aster Global Centre, India Management Personnel are able to Cantown Infra Developers LLP, India exercise significant influence

Particulars

- - -

1.788.651.65

Payable in less than one year Payable between one to five years Payable after more than five years

31 March 201931 March 2020

Particulars

--

0.381.65

Cancellable lease Non-cancellable lease

31 March 201931 March 2020

* On adoption of Ind AS 116, the company recognised right of use assets and lease liabilities in relation to leases which had previously have been classified as ‘operating leases’ under the principles of Ind AS 17 (disclosed in (i) above).

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* Amount is below the rounding off norms adopted by the company.

Sl. No.

1

2

3

45

6

7

8

9

10

11

12

13

14

15

1617

Name of related party

U. Basheer Dr. Hamza P M

Aster DM Healthcare Limited

Aster DM Healthcare FZC, UAEAster Pharmacies Group LLCDM Medcity Hospitals India Pvt. Ltd.

MIMS Infrastructure and Proper-ties Private Limited

Oman Al khair Hospital L.L.CSri Sainatha Multispeciality Hospitals Pvt. Ltd. Emed Human Resources India Private Limited

Saidalavi Koya Thangal Dr. Moopens Healthcare Management Services LLC, DubaiAl Raffah Hospital LLC, Oman

Ezhimala Infrastructure LLP Cantown Infra Developers LLP, India Sitting Fee to DirectorsManagerial remuneration

Description of the Transaction

Short term employee benefitExpenses reimbursementRentRent depositShort term employee benefitProfessional fees and incentivesExpenses reimbursementDivident paidCorporate Gurantee commissionCorporate GuranteeExpenses reimbursementExpenses reimbursement

Expenses reimbursement

Expenses reimbursementInvestmentsFinance costIntercorporate depositExpenses reimbursement

Expenses reimbursement

Doctors Recruitment Expense

RentRent depositExpenses reimbursement

Expenses reimbursement

Expenses reimbursementInvestmentAdvance against InvesteeExpense reimbursementRentExpenses Reimbursement

Short term employee benefit

As at 31 March

2020 0.04

(0.01) 0.73

- 0.02 0.14

(0.87) -

(0.73) - - -

0.03

0.10-

0.35 0.40

-

*

(0.24)

--

(0.04)

-

- *

9.25 0.07 0.06

- 0.18 0.71

As at 31 March

2019 0.12

- 0.70

- - -

(0.75) - - -

0.01 (0.06)

*

*-

0.08 (2.90)

*

- -

*(0.05)

-

(0.11)

* -- - - -

0.18 1.21

As at 31 March

2020 -

(0.01) (0.06)

0.16 -

(0.01) (2.03)

- (0.70)

138.96 (0.06)

0.03

0.06

0.079.29

- (2.50)

*

*

(0.24)

-0.06

-

(0.11)

* *

9.25 0.07

(0.01) *

(0.19) -

As at 31 March

2019 - -

(0.05) 0.16

- -

(1.13) - - -

(0.06) 0.03

0.02

0.029.29

- (2.90)

*

- -

-0.06 0.04

(0.11)

* - - - - *

(0.07) -

Volume of Transactions Outstanding Balance [Receivable / (Payable)]

(ii) Related party transactions: The Company has entered into the following transactions with related parties during the year ended 31.03.2020 and 31.03.2019

Malabar Institute of Medical Sciences LimitedNotes to the financial statements (continued)

(All amounts in Indian rupees crores)

34. Related parties (continued)

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35 Financial Instruments - Fair values and risk management A. Accounting classifications and fair values The following table shows the carrying amounts of financial assets and financial liabilities at amortised cost.

31 March 2020

31 March 2019

Malabar Institute of Medical Sciences LimitedNotes to the financial statements (continued)

(All amounts in Indian rupees crores)

B. Financial risk management The Company’s activities exports it to a veriety of financial risks: credit risk, market risk, interest risk and liquidity risk.

a) Risk management framework “The Company’s board of directors has overall responsibility for the establishment and oversight of the risk

management framework. The Company’s board of directors oversee how management monitors compliance with the risk management

Total Carrying value

Mandatorily at FVTPL

Carrying AmountFinancial assets

at amortised costOther financial liabili-ties at amortised cost

Particulars

9.93 9.29 3.74

51.37 0.51

22.84 97.68

- - - -

12 6 7

11 13 8

17 18 15 16

9.93 9.29 3.74

51.37 0.51

22.84 97.68

46.34 7.66

176.57 54.80 285.37

- - - - - - -

- - - -

- - - - - - -

46.34 7.66

176.57 54.80 285.37

Note

AssetsFinancial assets not measured at fair value Cash and Cash equivalents Investment Loans Trade receivables Bank balances other than above Other financial assets TotalLiabilitiesFinancial liabilities not measured at fair value Trade payables Lease liability Borrowings (including current maturities) Other financial liabilitiesTotal

Total Carrying value

Mandatorily at FVTPL

Carrying AmountFinancial assets

at amortised costOther financial liabili-ties at amortised cost

Particulars

8.38 9.29 2.54

41.80 1.76

10.55 74.33

- - - -

12 6 7

11 13 8

17 18 15 16

8.38 9.29 2.54

41.80 1.76

10.55 74.33

31.81 -

144.60 43.54 219.96

- - - - - - -

- - - -

- - - - - - -

31.81 -

144.60 43.54 219.96

Note

AssetsFinancial assets not measured at fair value Cash and Cash equivalents Investment Loans Trade receivables Bank balances other than above Other financial assets TotalLiabilitiesFinancial liabilities not measured at fair value Trade payables Lease liability Borrowings (including current maturities) Other financial liabilitiesTotal

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Malabar Institute of Medical Sciences Limited Notes to the financial statements (continued)

(All amounts in Indian rupees crores)

policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The committee is assisted in its oversight role by internal audit. Internal audit under-takes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit and risk management committee.”

b) Credit risk Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer

contract, leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions and other financial instruments.

“Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom credit has been granted after obtaining necessary approvals for credit. The collection from the trade receivables are monitored on a continuous basis by the receivables team.

The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on the past and the recent collection trend.The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to INR 51.37 Crore (31 March 2019: INR 41.80 Crore).

c) Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with

its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its li-abilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

No single customer accounted for more than 10% of the revenue as of 31 March 2020 and 31 March 2019. There is no significant concentration of credit risk.

Credit risk on cash and cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.

The movement in allowance for credit loss in respect of trade and other receivables during the year was as follows:As at 31 March

2019As at 31 March

2020 1.85 2.35

4.20

1.36 0.49

1.85

Balance at the beginningImpairment loss recognised

Balance at the end

Allowance for credit loss

36. Financial Instruments (continued)

The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2020

46.34 26.99

18.66

1.1554.80

- -

39.10

2.98-

- -

39.22

2.30-

46.34 26.99

149.58

7.6654.80

- -

52.60

1.23-

Total4 - 10 years2 - 4 years1 - 2 yearsLess than 1 yearParticulars

Trade payablesCurrent borrowingsNon-current borrowing, (including current maturity)Lease liabilitiesOther financial liabilities

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Malabar Institute of Medical Sciences Limited Notes to the financial statements (continued)

(All amounts in Indian rupees crores)

The table below provides details regarding the contractual maturities of significant financial liabilities as of 31 March 2019:

31.81 9.58

17.99

43.54

- -

13.17

-

- -

23.76

-

- -

80.10

-

31.81 9.58

135.02

43.54

Total4 - 10 years2 - 4 years1 - 2 yearsLess than 1 yearParticulars

Trade payablesCurrent borrowingsNon-current borrowing, including current maturitiesOther financial liabilities

36. Financial Instruments (continued)

d) Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of

changes in market prices, such as foreign exchange rates, interest rates and equity prices.

e) Cash flow and fair value interest rate risk The Company’s main interest rate risk arises from long-term borrowings with variable rates, which expose the

Company to cash flow interest rate risk. The interest rate on the Company’s financial instruments is based on market rates. The company monitors the movement in interest rates on an ongoing basis.

i) Interest rate risk exposure The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period are as

follows:As at 31 March

2019As at 31 March

2020 149.59

149.59

135.01

135.01

Variable rate long-term borrowings including current maturities

Total

Financial liabilities (bank borrowings)

(ii) Sensitivity

1.06 (1.06)

0.96 (0.96)

1.06 (1.06)

0.96 (0.96)

As at 31 March 2020

Impact on profit or loss Impact on equity, net of taxAs at

31 March 2019As at

31 March 2020As at

31 March 2019Particulars

Sensitivity1% in increase rate1% in decrease rate

The interest rate sensitivity is based on the closing balance of secured term loans from banks.

Financial assets of INR 97.69 Crore as at 31 March 2020 carried at amortised cost is in the form of cash and cash equiva-lents, deposits, export recievables, etc. Where the company has assessed the counterparty credit risk. Trade receivables of INR 51.37 Crore as at 31 March 2020 forms a significant part of the financial assets carried at amortised cost which is valued considaring provision for allowance using expected credit loss method (if any). In addition to the historical pattern of credit loss, we have considered the likelihood of increased credit risk and conscquential default considering emerging situations due to COVID-19. This assessment is not based on any mathematical mode but an assessment considering the impact immediately seen in the demand outlook and the financial strength of the customers in respect of whom amounts are receivable. The Company has specifically evaluated the potential impact with respect to Healthcare service sector. The company closely monitors its customers who are being impacted.

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36. Provision for employee benefit The company has a defined benefit gratuity plan as per the payment of Gratuity Act, 1972 (“Gratuity Act”). Under

the Gratuity Act, employee who has completed 5 years of service is entitled to specific benefit. The level of benefits provided depends on the employees length of service and salary at retirement / termination age.

A. Based on an actuarial valuation, the following table sets out the status of the gratuity plan and the amounts recognised in the Company’s financial statements as at balance sheet date:

(i) Expences recognised in statement of profit and loss.

Malabar Institute of Medical Sciences Limited Notes to the financial statements (continued)

(All amounts in Indian rupees crores)

1.30 -

0.55 1.85

1.16 1.670.343.17

Service costPost service costInterest costNet gratuity cost

As at 31 March 2019

As at 31 March 2020Particulars

8.65-

8.650.949.59

7.62-

7.621.599.21

Defines benefit obligation liabilityPlan assetsNet defined benefit liabilityLeave encashmentTotal employee benefit liability

* As at 31 March 2020, due to change in leave policy, the compensated absences are treated as short term commitments.

B. Reconcilation of present value of defined benefit

As at 31 March 2019

As at 31 March 2020Particulars

7.62(0.63)

1.30-

0.55--

(0.14)(0.05)

8.65 -

8.65

4.48(0.51)

1.161.670.34

--

0.160.32 7.62

-

7.62

Balance at beginning of the yearBenefit paidCurrent service costPast service costInterest costActuarial (gain) / loss recognised in other comprehensive income- Changes in demographic assumptions- Changes in financial assumptions- Experiance adjustmentsBalance at the end of the yearPlan assets at the end of the year

Net defined benefit (liability)

(ii) Remeasurements recognised in other comprehensive income.

0.180.010.19

(0.48)0.17

(0.31)

Actuarial (gain) loss on defined benefit obligationAdd / (Less) Tax on above

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31 March 2020 31 March 2019

6.40%3.50%

7 yearsBelow 35 years : 35% p.a 35 yrs & above : 3% p.a.

7.20%4.50%

7 yearsBelow 35 years : 35% p.a 35 yrs & above : 3% p.a.

Particulars

Discount rateFuture salary growth Weighted average duration of defined benefit obligationAttrition rate

As at 31 March 2020

As at 31 March 2019

6.40%3.50%

7 Below 35 years : 35% p.a 35 yrs & above : 3% p.a.

7.20%4.50%

7 Below 35 years : 35% p.a 35 yrs & above : 3% p.a.

Particulars

Discount rateFuture salary growth Weighted average duration of defined benefit obligationAttrition rate

C Defined Benefit Obligation (i) Assumptions used to determine benefit obligations: Principal acturial assumptions at the reporting date (expressed as weighted average)

D Assumptions used to determine long-term benefits - Leave encashment Principal actuarial assumptions at the reporting date (expressed as weighted average)

Assumptions regarding future motality experience are set in accordance with the published statistics by the Life Insurance Corporation of India.The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The discount rate is based on the government securities yield.Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined benefit gratuity plan.”

(ii) Sensitivity analysis Reasonably possible changes at the reporting date to one of the acturial assumptions, holding other assump-

tions constant, would have affected the defined benefit obligation by the amounts shown below

Although the analysis does not take account of the full distribution of the cash flows expected under the plan, it does provide an approximation of the sensitivity of the assumption shown.

0.58 0.68 0.10

0.67 0.60 0.12

0.52 0.60 0.08

0.59 0.53 0.09

31 March 2020 31 March 2019Increase IncreaseDecrease DecreaseParticulars

Discount rate (1% movement)Future salary growth (1% movement)Withdrawal rate (1% movement)

Malabar Institute of Medical Sciences Limited Notes to the financial statements (continued)

(All amounts in Indian rupees crores)

37. Employee benefits (continued)

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38. Donation to political parties

39 Transfer Pricing 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 updat-ing the documentation for the international transactions entered into with associated enterprises during the financial period and expects such records to be existence latest by the date of filing its income tax return as required by the 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.

Malabar Institute of Medical Sciences Limited Notes to the financial statements (continued)

(All amounts in Indian rupees crores)

37. Capital management The Company’s policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence

and to sustain future development of the business. Management monitors capital on the basis of return on capital employed as well as the debt to total equity ratio. For the purpose of debt to total equity ratio, debt considered is long-term and short-term borrowings. Total equity comprise of issued share capital and all other equity reserves.

The capital structure as of 31 March 2020 and 31 March 2019,was as follows:

Particulars As at 31 March2019

As at 31 March2020

437.43 71%

149.58 26.99176.57

29%

614.00

426.72 75%

135.02 9.58

144.60 25%

571.32

Total equity attributable to the equity shareholders of the CompanyAs a percentage of total capital

Long-term borrowings including current maturitiesShort-term borrowingsTotal borrowingsAs a percentage of total capital

Total capital (Equity and Borrowings)

Year ended 31 March 2019

Year ended 31 March 2020Particulars

0.03 0.03 0.02 0.01

0.09

Communist Party of India (M)Indian National CongressBharathiya Janatha PartyCPI

Total

0.04 0.02 0.05

-

0.11

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42. The previous year figures have been reclassified / regrouped wherever necessary to conform to current year presentation

40. Asset held-for-sale During the year, National Highway Authority of India (NHAI) has issued notice to the company to acquire 50 cents

of land at Kannur. The consideration has been fixed by NHAI amounts to Rs. 0.87 Crore and the book value of the said land was Rs. 3.50 Crore. As at 31st March 2020, the sale has been stated at faire value less cost to cell (being lower of their carrying amount).

41. In March 2020, the World Health Organisation declared Covid - 19 to be a pandemic. This pandemic has resulted in distruption to regular business operations due to lock down, distruptions in transportation, travel bans, quarantines, social distancing and other emergency measures imposed by the government. The company has adopted measures to curb the spread of infection in order to protect the health of its employees and ensure business continuity with minimal disruption. The company believes that the Covid-19 pandemic will only have a short term impact on its op-erations and after easing of the lockdown restrictions, the business is expected to return to normal. The Company has considered available internal and external information while finalizing various estimates in relation to its financial statements upto the date of approval of the financial statements by the Board of Directors, Further, the company has taken various measures to reduce its fixed cost- for example, slary reductions, optimization of administrative, sales and marketing costs, deferment of capex along with judicious resource allocation and requesting for the waiver of minimum gyarantee fee and revenue share for hospital premises taken on lease, Accordingly, the management be-lieves that the Company will not have any challenge in meeting its financial obligations for the next 12 months based on the financial position and liquidity as on the date of the balance sheet and as on date of signing of these financial statements. the actual impact of the global health pandemic may be different from that which has been estimated, as the Covid-19 situation evolves in India and globally. The company will continue to closely monitor any material changes to future economic conditions. However, the pandemic did not have any material impact on the financial statement for the year ended 31 March 2020.

As per our report of even date attached

for B S R & Associates LLPChartered AccountantsFirm registration number: 116231W /W-100024

Rushank Muthreja Sd/-Partner Membership No.: 211386

Bengaluru10 June 2020

for and on behalf of the Board of Directors of Malabar Institute of Medical Sciences LimitedCIN: U85110KL1995PLC008677

Dr Azad Moopen Sd/- Dr Hamza P M Sd/-Chairman Whole Time DirectorDIN: 00159403 DIN: 02263209

Dubai Calicut10 June 2020 10 June 2020

Arjun Vijayakumar Sd/- Udayakumar T P Sd/-Chief Financial Officer Company SecretaryMembership No. FCA 224144 Membership No. FCS 8073

Calicut Calicut10 June 2020 10 June 2020

As at 31 March 2019

As at 31 March 2020Particulars

0.87 Land 0.87

Malabar Institute of Medical Sciences Limited Notes to the financial statements (continued)

(All amounts in Indian rupees crores)

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