Peerless Hospitex Hospital and Research Center Limited

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PEERLESS HOSPITEX HOSPITAL AND RESEARCH CENTER LIMITED

Peerless Hospitex Hospital and Research Center LimitedAnnual Report & Accounts

2014-15

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Registered Office & Hospital Complex360, Panchasayar, Kolkata-700 094Ph : (033) 2462-2394/2462-0071/0073/40111222Fax : 91-33-2462-0692E-mail : [email protected] : www.peerlesshospital.comCIN - U85110WB1989PLC046938

City Diagnostic CentrePeerless Hospital City Diagnostic Centre223, Chittaranjan Avenue, Kolkata-700 006Ph. : (033) 2530-5676/2555-8171Fax : 91-33-2555-5958E-mail : [email protected]/[email protected]

Swastha BitanSonartari Housing ComplexPhase II, Annexe, PrantikSantiniketan - 731 235

BOARD OF DIRECTORS

Mr. Sunil Kanti Roy, Chairman

Mr. Deepak Mukerjee, Director

Mr. Dhruba Narayan Ghosh, Director

Mr. Rajiv Gujral, Director

Dr. Gautam Sen, Director

Dr. Vinayak Balkrishna Jog, Director

Mr. Patit Paban Ray, Director

Dr. Sujit Kar Purkayastha, Medical & Jt. Managing Director

Mr. Dilip Samadar, Managing Director

CHIEF FINANCIAL OFFICER

Mr. Sivasis Sarkar

COMPANY SECRETARY

Mr. Balaram Bose

AUDITORS

M/s. Lodha & Co. Chartered Accountants

BANKERS

United Bank of IndiaAxis Bank Ltd.Allahabad Bank

AUDIT COMMITTEE

Mr. Deepak Mukerjee, Chairman

Mr. Sunil Kanti Roy, Member

Dr. Gautam Sen, Member

Mr. Rajiv Gujral, Member

Mr. Dilip Samadar, Member

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DIRECTORS’ REPORT

TO THE MEMBERS

Your Directors take pleasure in presenting the 26th Annual Report together with the Audited Accounts of the Companyfor the year ended March 31, 2015.

This has been a watershed year. The Company pulled itself out of the red zone and recorded profit during the year.Substantial investments in the past few years on infrastructural up-gradation, strengthening clinical services and focusingon skill development proved productive, thus providing a strong base for the future.

FINANCIAL HIGHLIGHTS

Summary of the financial results for the year 2014-15, as compared to the previous year, is given below:

(Rs. in Lac)

2014-2015 2013-2014

Gross Income 13275 11566

Total Expenditure before Interest & Depreciation 12286 11089

Profit/(Loss) before Interest, Depreciation & Tax 989 477

Interest 354 329

Depreciation 572 434

Profit/(Loss) before Taxation 64 (286)

Tax for earlier year (3) —

Deferred Tax for the year (29) —

Profit/(Loss) 32 (286)

Surplus/(Deficit) B/F from previous year (2581) (2295)

Adjustment on account of Depreciation as per (58) —

Schedule – II of the Companies Act, 2013

Surplus/(Deficit) Carried to Balance Sheet (2607) (2581)

PERFORMANCE HIGHLIGHTS

Business reflected an improving trend in general with major growth in certain areas:

(i) Total income at Rs. 13275 lac recorded a growth of 14.8% over previous year;

(ii) Outdoor patients increased by 15.8% and Indoor by 4.3% over FY’14;

(iii) Surgeries and Procedures were higher than FY’14 by 6%. Number of laparoscopic surgeries has not only increasedby more than 25% compared to the year before but there is variety of advanced surgeries performed now includingcomplex cancer and non-cancer surgeries of the large and small bowel.

(iv) Number of Dialysis cases has increased significantly.

(v) Profit Before Tax recorded a positive net of Rs. 64 lac against the previous year’s loss of Rs.286 lac, thus registeringa turnaround of Rs. 350 lac. This, despite significantly higher (31.6%) provision for Depreciation of Rs.137.28 lacmade during the year, primarily due to revised rates prescribed under Schedule –II of the new Companies Ac,2013.

CLINICAL SERVICES

During the last financial year there has been a steady progress in the performance of the emergency department. Footfallshave increased by more than a thousand patients compared to the same period of last year. The consultant-led teamhas provided medical cover 24 x 7, and 365 days a year. Apart from consultants, the department has thirty six traineedoctors. The first batch of Masters in Emergency Medicine (MEM) has passed out in June 2014 with 100 percent passrate the successful doctors have been recruited from our campus by different hospitals including NHS hospitals fromthe U.K. The demand for this course has been overwhelming, and each year the full quota of trainee doctors has beenfilled up by candidates from all over the country in a short span of time. There is now improved coordination between

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emergency and other departments and, not infrequently, this has led to spectacular successes in treating patients arrivingat the emergency department in absolutely hopeless condition. One example of such a patient is described in the nextsection.

Beyond training the doctors, we have conducted community courses for Cardio-Pulmonary Resuscitation (CPR) wherethe audience included large number of personnel from Indian Navy, many reputed schools of the city, employeesof Kolkata Municipal Corporation and Corporate houses and residents from ten neighbouring housing estates. As thisdepartment is recognized by American Heart Association for Advanced Cardiac Life Support(ACLS), Basic LifeSupport(BLS) and Paediatrics Advanced Life Support(PALS), courses were conducted in different hospitals otherthan our own, and this included AMRI hospital Bhubaneswar, Ranchi Medica, Vision Care Hospital and AMRI Hospitalin Mukundapur.

COORDINATED CARE IN A MORIBUND PATIENT

On 15 April 2015, a 40 year old man RR, collapsed at the airport while waiting to board a plane to Chennai. Hewas brought to this hospital in cardiogenic shock with unrecordable blood pressure. He had a massive heart attackand was resuscitated. On the same afternoon, he had coronary angiography which revealed extensive three vesselscoronary artery disease. He was operated the following morning and had CABG. He made a complete recovery andwas discharged home. The coordinated and timely approach by three group of doctors made it possible for us tosave a young life.

LABORATORY AND IMAGING SERVICES

New tests like estimation of serum lithium, Immuno-fixation, serum and urine osmolality were introduced in thedepartment of biochemistry. Gene expert technology, automated bacteriological culture was introduced in microbiologydepartment. Incidentally, this was the first department in a private sector hospital to be recognized for conductingH1N1 test for detection of swine flu in the state of West Bengal, after being inspected by the department of Healthboth from the State and Central Government. Blood Donation Camps were organized in various places after ourblood bank received permission to collect blood from outside. A total of 3223 units of blood was collected from bothhospitals and outside camps which not only catered fully to the in-hospital demand, but also enabled us to supplysome outside the hospital. This department prepared blood as well as many components like fresh frozen plasma,single donor platelets, cryoprecipitates etc.

The number of MRI Scans has increased by more than 20% and CT Scan by nearly 10% compared to the previousyear. More importantly, a technique was developed by our consultant radiologist in conjunction with Dr. JulainoFernandez from state university of Campinus, Brazil, to diagnose iron overload in liver and heart of patients requiringrepeated blood transfusion. Accurate iron estimation leads to improved and rational therapy in this subset of patients.

CLINICAL AUDITS

In accordance with guidelines prescribed by the NABH, four monthly audits, three bi-monthly audits, four tri-monthlyaudits and five snap audits are being carried out during the year. These audits are of on-going nature and are requiredto monitor performance in various clinical and non clinical departments. There were two more purely clinical auditswhich looked at the practice of Deep Vein Thrombosis (DVT) Prophylaxis and implementation of antibiotic policyaudit.

ACADEMICS

Besides Masters in Emergency Medicine (MEM) course in emergency medicine, we have got DNB courses runningin other specialties which include DNB in gastroenterology (equivalent to DM), orthopaedics, general surgery, generalmedicine, paediatrics and family medicine. Both our candidates from the first batch in General Medicine passed theirexam in their first attempt and similar success has been observed in other departments.

National Board of Examinations has recognized Peerless Hospital for Formative Assessment Test (FAT) for work placebased on Clinical Assessment for DNB students in General Surgery and Orthopaedics. Critical Care department ofthis hospital has been recognized by the Indian Society of Critical Care Medicine for running IDCCM/IFCCM coursefor two students per year. We had a successful completion of the first year course as both the candidates passedthe examination.

Our Nursing School and College were running a 3½years General Nursing and Midwifery course, 4 years B.Sc. Nursing

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course, 2 years Post Basic Nursing course and the first batch of the B.Sc. Nursing course are completing their full trainingthis year.

This hospital has a four year degree course in Bachelor of Physiotherapy and from last year, two paramedical coursesDMLT and DMRD recognized by the State Medical Faculty of West Bengal were started.

The Academics department conducts a weekly clinical meeting including a Mortality and Morbidity meeting. Therewere speakers from overseas in some of these educational meetings. The Hospital organized the 43rd Inaugural meetingpre-conference workshop for Association of Otolaryngologists of India (AOI) on 5th December, 2014. It was inauguratedby Shri Keshari Nath Tripathi, Hon’ble Governor of West Bengal. West Bengal Association of Paediatrics conducteda Seminar on “Growth Development and Behavioral Paediatric” at this hospital.

RESEARCH & PUBLICATION

(i) Many research papers were presented at major international conferences. In July 2014, in an internationalsymposium organized in Chicago by American Association of Chemical Chemistry, one of our consultants receivedthe outstanding speaker award for his lecture.

(ii) A total of twenty four articles written by our Consultants were published in reputed National and InternationalJournals during the last year. Eleven of them were published from the emergency medicine department, sevenfrom biochemistry and six from microbiology department.

(iii) Our quality team made a poster presentation on Pharmacovigilence which won the first prize in an internationalconference on Quality in September, 2014.

INTERNATIONAL EVENTS

i) A workshop titled “Ethics in Medicine” was conducted on 9th December 2014 at Park Hotel. Principal Secretary,Department of Health, Government of West Bengal, the British Deputy High Commissioner, Fellows of the RoyalCollege of Physicians, London, and distinguished clinicians from the city were among the participants.

ii) A team of Scientists lead by Prof. Chandan Kumar Sen from Ohio State University, U.S.A. organized a day longmeeting on Chronic Wound Care which was attended by a large number of delegates including the Vice Chancellorof West Bengal, University of Health Science, in January 2015.

iii) This hospital, in collaboration with Royal College of Physicians, London, organized an international conference(Medicine Update 2014) on 7th December, 2014.

iv) Along with the Royal College of Physicians, London, this Hospital conducted interviews on 9th December 2014for international medical graduates in the medical training initiative scheme (MTI). In this scheme, this hospitalis the only partner of the Royal College in eastern India.

v) Peerless Hospital has continued to be a centre for conducting MRCP examination by the Royal College of Physiciansof Ireland.

ACCREDITATION

This hospital got accreditation from NABH in September 2014 and it was only possible to get this prestigious accreditationthrough active participation and hardwork of all employees of this hospital.

DIVIDEND

In view of inadequate profits in FY’15, your Directors do not recommend declaration of Dividend on Equity Shares.No Dividend is to be paid on Preference Shares for the same reason because of restrictions under the CompaniesAct, 2013 read with Rules framed thereunder.

DEBENTURES

The Hon’ble High Court at Calcutta vide its Order dated 20th March, 2014 had extended the tenure of conversionof 7% 17,62,000 Optionally Convertible Debentures of Rs.100/- each aggregating to Rs.17,62,00,000 issued to HoldingCompany, PGFI. The extension was granted upto 27th August, 2015. Being aggrieved, Allahabad Bank, GariahatBranch had filed an appeal against this order which was heard by the Appellate Court, Original Side on 27th January,2015. After hearing the Counsels appearing on behalf of the parties, their Lordship was pleased to pass an orderto the effect that the Order passed by the Ld. Single Judge earlier on 20/03/2014 be peremptory. It was also addedthat there would be no further extension in regard to this issue. The appeal was disposed off accordingly.

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INDUSTRIAL RELATIONS

Industrial relations throughout the year remained generally peaceful. The staff and workers belonging to the Unionwere regularly trained on-the-job to upscale their skills. They also attended interactive sessions designed to enhanceawareness of the importance of complying with Regulatory requirements, behavioural pattern, attitude, patientsatisfaction – all of which makes them better prepared to improve their career.

LOOKING AHEAD

Your Company is back in the black after several years of disappointing performance. It is heartening to see that fairlylarge investments made in the last few years on infrastructural and technological upgradation have produced welcomeresults.

Your Directors believe that in the short run, it will be necessary to consolidate the gains by keeping a tight lid oncosts and by ensuring that the rate of growth of business seen over the last few years is sustained. This will needensuring that business processes are streamlined and by improving utilization of installed capacities in Clinical andother areas. The Management is committed to these tasks.

Your Board also recognizes that in the long run, it will be difficult to keep up with the severely competitive Healthcaremarket unless the scale of operation is increased and new products and services introduced. A few interesting ideasare on the anvil and the Management are examining various funding options to find out the best way to translatethem into reality.

The overriding challenge that Corporate Hospitals in the private sector face today is to meet healthcare needs of agrowing population in a manner that users find affordable in the face of ever rising costs. It naturally devolves onyour Hospital not only to upgrade its facilities to remain cost-effective and competitive, but also to deliver qualityservices based on treating patients with care, empathy and respect and, not the least, by maintaining the highest ethicalstandards that the Peerless brand symbolises.

It is a widely recognised fact that the interests of the public and those of the medical fraternity are sustained betterin Hospitals where opportunities exist for academic pursuits. You will be happy to know that several such initiativeshave been taken in your Hospital during the last few years. The Management is committed to intensify them to anInstitutional level for which, no doubt, appropriate educational structure will have to be created and standards raised,wherever necessary, by collaborating with renowned overseas partners for specialized pursuits. In the long run thiscould be quite rewarding.

Your Board looks forward to another year of consolidation and better financial performance.

AUDITORS’ OBSERVATION

There are no observations in the Auditors’ Report which need to be dealt with or responded to.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of the provisions of Section 134(5) of the Companies Act, 2013, your Directors confirm having :

i) followed applicable Accounting Standards in the preparation of Annual Accounts;

ii) selected such accounting policies with the approval of the Statutory Auditors and applied them consistently andmade judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the stateof affairs of your Company as at the end of the financial year on 31st March, 2015 and of the profit of yourCompany for the year ended on that date;

iii) have taken proper and sufficient care for maintenance of adequate accounting records in accordance with theprovisions of the Companies Act, 2013, for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities;

iv) prepared annual accounts on a ‘going concern’ basis;

v) have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systemswere adequate and operating effectively.

DIRECTORS :

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 read with Article 133 of the Articlesof Association of the Company, Mr. Sunil Kanti Roy and Mr. Patit Paban Ray retire by rotation at the ensuing AnnualGeneral Meeting and are eligible for re-appointment.

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The present term of Mr. Dilip Samadar as Managing Director expires on 31st July, 2015. Accordingly, the Board atthe meeting held on 5th June, 2015 re-appointed Mr. Samadar as Managing Director for a period of 1 year with effectfrom 1st August, 2015 at a remuneration and terms and conditions which have been approved by the Nominationand Remuneration Committee of Board of Directors at its meeting held on 5th June, 2015.

Since Mr. Samadar is over 70 years of age and his remuneration, upon re-appointment, has been fixed in termsof Clause A of Section II of Part II of Schedule V read with sub-rule (2) of Rule7 of the Companies Act, 2013, thesaid re-appointment and remuneration need to be approved by the shareholders in General Meeting by way of aSpecial Resolution. Approval of the shareholders is proposed to be taken at the ensuing 26th Annual General Meetingof the Company.

As on the date of this report, the Board comprises nine Directors, of which seven are Non-Executive including twoIndependent Directors.

In compliance with the requirement of section 139(4) of the Companies Act, 2013 read with Rule 4 of The Companies

(Appointment and Qualification of Directors) Rules, 2014, Mr. Deepak Mukerjee and Dr. Gautam Sen have beenappointed as Independent Directors in the Board at an Extraordinary General Meeting of the Company held on 26thDecember, 2014.

During the year, the Board met four times on 15th May, 2014, 5th September, 2014, 17th December, 2014 and27th March, 2015.

Details of attendance of the Directors in Board Meetings for 2014-15 are as under:

Name of the Directors Category Status No. of Meetings

Held Attended

Mr. Sunil Kanti Roy Promoter & Non-executive Chairman 4 2

Mr. Deepak Mukerjee Non-Executive Independent Director 4 4

Mr. Dhruba Narayan Ghosh Non-Executive Director 4 4

Mr. Rajiv Gujral Non-Executive Director 4 4

Dr. Gautam Sen Non-Executive Independent Director 4 3

Dr. Vinayak Balkrishna Jog Non-Executive Director 4 3

Mr. Patit Paban Ray Non-Executive Director 4 4

Dr. Sujit Kar Purkayastha Whole-time Director Medical & JointManaging Director 4 3

Mr. Dilip Samadar Managing Director Managing Director 4 4

DECLARATION BY INDEPENDENT DIRECTORS

Mr. Deepak Mukerjee and Dr. Gautam Sen, Independent Directors, have given declaration to the Board that they meetthe criteria of independence as provided in sub-section (6) of section 149 of the said Act.

MEETING OF INDEPENDENT DIRECTORS

Pursuant to Clause VII of Schedule IV to the Companies Act, a separate meeting of Independent Directors was held on27th March, 2015. All the Independent Directors attended the meeting and discussed the following:

(i) Reviewed the performance of non-independent Directors and the Board as a whole;

(ii) Reviewed the performance of the Chairman of the company, taking into account the views of executive directors andnon-executive directors;

(iii) Assessed the quality, quantity and timeliness of flow of information between the company management and theBoard that is necessary for the Board to effectively and reasonably perform their duties;

AUDIT COMMITTEE

The Audit Committee has been re-constituted and its new terms of reference have been set in line with the requirementsof Section 177 of the Companies Act, 2013.

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The Committee comprises four Non-executive Directors namely, Mr. Deepak Mukerjee as Chairman, Mr. Sunil Kanti Roy,Mr. Rajiv Gujral and Dr. Gautam Sen as well as Mr. Dilip Samadar, Managing Director. The Committee also invites SeniorExecutives to be present at the meetings of the Committee, whenever it is considered necessary.

The Audit Committee assists the Board, inter-alia, in detailed review of audited and un-audited accounts for theirconsideration, its financial reporting systems, adequacy of internal control system, its compliance with the legal andregulatory requirements, recommends appointment and re-appointment of Statutory Auditors, Internal Auditors and CostAuditors etc. During the year, the Committee met four times on 13th May, 2014, 5th September, 2014, 17th December,2014 and 27th March, 2015.

Details of attendance of Members in the meetings of Audit Committee for FY 2014-15 are as under:


Held Attended

Mr. Deepak Mukerjee Non-executive Independent Chairman 4 4

Mr. Sunil Kanti Roy Non-executive Member 4 2

Mr. Rajiv Gujral Non-executive Member 4 4

Dr. Gautam Sen Non-executive Independent Member 4 3

Mr. Dilip Samadar Managing Director Member 4 4

NOMINATION AND REMUNERATION COMMITTEE

The Board at its meeting held on 5th September, 2014 formed Nomination and Remuneration Committee by re-constituting its existing Remuneration Committee with the new terms of reference to meet the requirements enumeratedin Section 178 of the Companies Act, 2013 read with Rule 6 of The Companies (Meeting of Board and its Powers)Rules, 2014. The Composition of the Committee is as under:


Held Attended

Mr. Deepak Mukerjee Non-executive Independent Chairman 1 1

Mr. Sunil Kanti Roy Non-executive Member 1 1

Dr. Gautam Sen Non-executive Independent Member 1 1

The terms of reference of the Committee include the following:

(i) Identification of persons who are qualified to become directors and who may be appointed in senior managementin accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carryout evaluation of every director’s performance.

(ii) Formulation of criteria for determining qualifications, positive attributes and independence of a director andrecommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel andother employees.

Remuneration Policy:

(a) Remuneration of Non-executive Directors:

Non-executive Directors shall be entitled to receive remuneration by way of sitting fees for each meeting of the Boardor Committee of Board attended by them of such sum as may be approved by the Board of Directors within the overalllimits prescribed under the Companies Act, 2013, rules made thereunder and reimbursement of expenses forparticipation in the Board/Committee meetings.

(b) Remuneration of Managing Director, Whole-time-Director and Joint Managing Director:

(i) Appointment or re-appointment of Managing Director, Whole-time Director and Joint Managing Director shallbe recommended by the Nomination and Remuneration Committee and subsequently approved by the Board of

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Directors. Managing Director, Whole-time Director and Joint Managing Director shall be paid such remunerationas may be mutually agreed between the Company and the Managing Director, Whole-time Director and JointManaging Director, within the overall limit prescribed under the Companies Act, 2013.

(ii) The remuneration shall be subject to the approval of the Members of the Company in general Meeting.

(iii) The remuneration shall broadly consist of fixed and variable components. The fixed component shall comprisesalary, allowances, perquisites, amenities and retirement benefits as and when applicable. The variablecomponents shall comprise of reimbursement of expenses incurred for official purpose and commission as maybe applicable.

(iv) Any variation of the remuneration shall be subject to the approval of the Nomination and RemunerationCommittee, Board and Members of the Company.

(c) Remuneration of Senior Management Employees:

In determining the remuneration of the Senior Management employees, the Committee considers the following:

(i) Wide experience on the relevant function with leadership skills and ability to think ‘out of the box’.

(ii) Capability to handle inter-functional issues.

(iii) Managing the team to perform more efficiently, both in terms of time & quality.

(iv) Ability to look after multiple functions and handle Inter-process issues.

(v) Actively participate and contribute in Business Strategy Formulation & achieving company goals.

(vi) Wide knowledge of Business & Financial Issues. Professional standing in the Corporate World well recognized.

Details of Remuneration paid to the Non-executive Directors

The Non-executive Directors are paid sittings fees of Rs.10,000/- for attending each Board meeting and Rs.3,000/- forattending each Audit and other Committee meetings. The details of remuneration, sitting fees, performance bonus, andcommission paid to each of the Directors during the year ended on 31st March, 2015 are given below:-

Sl. Name of the Directors Remuneration Sitting Fees Commission No. of Share Held

1. Dr. Gautam Sen NIL 39,000 NIL NIL

2. Mr. Rajiv Gujral NIL 52,000 NIL NIL

3. Mr. Deepak Mukerjee NIL 52,000 NIL NIL

4. Mr. Dhruba Narayan Ghosh NIL 40,000 NIL NIL

5. Dr. Vinayak Balkrishna Jog NIL 30,000 NIL NIL

6. Mr. Patit Paban Ray NIL 40,000 NIL NIL

SHARE TRANSFER AND ALLOTMENT COMMITTEE

The objective of the Share Transfer and Allotment Committee is to expedite the allotment, transfer and disposal of matterrelating to shares, both Equity and Preference. The Committee meets as and when required. Due to the sad demise ofa member Mr. Kumar Sankar Bagchi, the Committee has been re-constituted on 5th September, 2014. Presently theCommittee comprises four Directors, of which two are non-executives Directors. The composition of the Committee isas under:

Name of the Directors Category Status

Mr. Deepak Mukerjee Non-executive Chairman

Mr. Patit Paban Ray Non-executive Member

Mr. Dilip Samadar Managing Director Member

Dr. Sujit Kar Purkayastha Medical & Joint Managing Director Member

There was no occasion for the Committee to meet during the year 2014-15.

COMMITTEE OF DIRECTORS

During the year under review, the Committee of Directors met 7 times to review various aspects of the operation of theHospital viz., monitoring progress of projects and capital expenditure, Finance, Marketing, regulatory compliance etc.

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The composition and details of attendance of each member of the Committee is as under:

Name of the Directors Status No. of Meetings

Held Attended

Mr. Sunil Kanti Roy Chairman 7 7

Mr. Dhruba Narayan Ghosh Member 7 7

Mr. Dilip Samadar Member 7 7

Dr. Sujit Kar Purkayastha Member 7 7

RISK MANAGEMENT

The Board at its meeting held on 27th March, 2015 constituted a Risk Management Committee with following membersof the Management:

Name of the Members Status

Mr. Sivasis Sarkar (CFO) Chairman

Mr. Dhiman Banerjee Member

Mr. Dilip Samadar Member

Dr. Sujit Kar Purkayastha Member

The Committee was constituted to frame a risk management policy for the Company, in order to identify elements of riskwhich, in the opinion of the Board, may threaten the existence of the Company, and to formulate the mitigation plan.

KEY MANAGERIAL PERSONNEL

Mr. Sivasis Sarkar has been formally re-designated as Chief Financial Officer of the Company and categorized as KeyManagerial Personnel as per the requirements of Section 203 of the Companies Act, 2013 read with Rule 8 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS

Pursuant to section 139(1) read with Rule 3(7) of The Companies (Audit and Auditors) Rule, 2014, M/s. Lodha & Co.,Chartered Accountants, have been appointed as the Statutory Auditors of the Company for a period of five years at the25th Annual General Meeting held on 11th August, 2014, which is, subject to ratification by the members at each subsequentAnnual General Meetings.

Your Directors request that the appointment of M/s. Lodha & Co., Chartered Accountants as Statutory Auditors needs tobe ratified by the members at the 26th Annual General Meeting. The Company has received a certificate from the Auditorsto the effect that their ratification, if made, would be in accordance with the provisions of section 141 of the CompaniesAct, 2013.

COST AUDITORS

The Audit Committee of the Board at its meeting held on 27th March, 2015 had recommended the appointment ofM/s. A.J.S. & Associates, Cost Accountants, as Cost Auditors of the Company, pursuant to section 148(3) of theCompanies Act, 2013 read with Rule 14 of The Companies (Audit and Auditors) Rules, 2014, to conduct the audit of CostRecords maintained by the Company. Subsequently, the Board of Directors at its meeting held on 27th March, 2015,recommended the appointment of M/s. A.J.S. & Associates, Cost Accountants, as Cost Auditors of the Company forapproval of the shareholders at the 26th Annual General Meeting. The Company has received a certificate from theAuditors to the effect that their appointment, if made, would be in accordance with the provisions of section 148(5) of theCompanies Act, 2013

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

The Company's operations do not involve substantial consumption of energy in comparison to the cost of providingservices. Hence the information required under the provisions of section 134(1)(m) of the Companies Act, 2013 read withRule 8 of The Companies (Accounts) Rules, 2014 is not provided.

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DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has beenset up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary,trainees) are covered under this policy.

There were no cases of harassment reported during the year under review under the said policy.

FOREIGN EXCHANGE EARNING AND OUTGO

The Company had no earning in foreign exchange during the year. The total outgo of foreign exchange was equivalent toRs. 54,49,515/-.

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014 is annexed to this report.

ACKNOWLEDGEMENT

Your Directors would like to place on record their appreciation of the whole-hearted support given by shareholders, StateGovernment, Local Administration, Bankers, Patient patrons, Vendors and the public at large. Your Directors also placeon record their sincere thanks to the Holding Company, The Peerless General Finance & Investment Co. Ltd. and itsGroup Companies, for their continuous support. The Directors gratefully acknowledge the goodwill, support anddedicated services of Consultants/Doctors, Nursing staff and employees at all levels, which have contributed to the efficientoperations and management of the Company.

For an on behalf of the Board

(S. K. Roy)Chairman

Dated : 5th June, 2015

Place : Kolkata

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DISCLOSURE UNDER RULE 5(VII) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANA-GERIAL PERSONNEL) RULE, 2014 – VARIATION IN NET WORTH

Particulars As at 31st March, As at 31st March,2015 2014

Paid -up Share Capital 35,69,69,800 35,69,69,800

Reserves (7,27,56,153) (7,09,52,978)

Net Worth 28,42,13,647 28,60,16,822

Net worth has decreased by Rs. 18,03,175/- as at close of financial year ended 31st March 2015 compared to close of previousfinancial year ended 31st March 2014 due to adjustment of depreciation, on carrying amount of Rs. 57,73,779/- (net ofdeferred tax Rs. 28,51,913/- in respect of assets where the remaining life had expired as on 1st April 2014 consequent uponapplication of Schedule II to the Companies Act, 2013, beginning of the financial year 2014-15.

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Sl. Name Designation Remuneration Nature of Other terms Qualifications Date of Age Lastof the received employment and and commencement (Years) employmentemployee conditions experience of employment held &

designation

1. Mr. Dilip Managing 85,55,762/- Whole-time As per Graduate in 1st August, 78 President-FinanceSamadar Director employment Service Rules Economics 2009 in The Peerless

of the from Calcutta General FinanceCompany University & Investment

Company Limited,Fellow member the Holdingof the Institute Companyof CharteredAccountantsof India49 yearsexperience

Mr. Dilip Samadar was re-appointed as Managing Director with effect from 1st August, 2012.

Notes: 1. Gross remuneration comprises salary and allowances and monetary value of perquisites.

2. Appointment is subject to the rules and regulations of the Company for the time being in force.

3. Mr. Dilip Samadar is not a relative of any Director of the Company.

Sl. Name Designation Remuneration Nature of Other terms Qualifications Date of Age Lastof the received employment and and commencement (Years) employmentemployee conditions experience of employment held &

designation

1. Dr. Sujit Kar Medical & Joint 55,10,573/- Whole-time As per M.B.B.S. and 19th July, 64 ConsultantPurkayastha Managing employment Service D.C.H. from 2010 Physician,

Director Rules of the Dibrugarh GeneralCompany University Medicine at

M.D. (General BassetlawMedicine) from DistrictCalcutta GeneralUniversity, Hospital,M.R.C.P. Workshop,(General Notts.Medicine)from U.K.

B. Employed during the financial year and in receipt of remuneration aggregate in Rs. 5,00,000/- or moreper month:

Annexure to the Directors’ Report

Information as per Sub-Rule (2) of Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the Financial yearended 31st March, 2015.

A. Employed throughout the financial year and in receipt of remuneration for that year in aggregate notless than Rs. 60,00,000/- per annum:

Dr. Sujit Kar Purkayastha was re-appointed as Medical and Joint Managing Director with effect from 31st August,2013.

Notes: 1. Gross remuneration comprises salary and allowances and monetary value of perquisites.

2. Appointment is subject to the rules and regulations of the Company for the time being in force.

3. Dr. Sujit Kar Purkayastha is not a relative of any Director of the Company.

16


Form No. AOC – 2

(Pursuant to Clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies(Accounts) Rules, 2014

Form for disclosure of particulars of contracts/arrangements entered into by the company with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arms lengthtransactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm’s length basis:

(a) Name(s) of the related party and nature of relationship: NIL

(b) Nature of contracts/arrangements/transactions: NIL

(c) Duration of the contracts/arrangements/transactions: NIL

(d) Salient terms of the contracts or arrangements or transactions including the value, if any: NA

(e) Justification for entering into such contracts or arrangements or transactions: NA

(f) Date(s) of approval by the Board: NA

(g) Amount paid as advance, if any: NIL

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section188: NA

2. Details of material contracts or arrangement or transactions at arm’s length basis:

detaleRehtfosemaNfoerutan&seitraP

pihsnoitaler

foerutaN-gnarra/stcartnoc

/tnemesnoitcasnart

ehtfonoitaruD/stcartnoctnemegnarrasnoitcasnart/

fosmrettneilaS/stcartnoceht/tnemegnarra,snoitcasnarteulavgnidulcni

ynafi

foetaDyblavorppa

draoBeht

diaptnuomAfi,ecnavdasa

.yna

seitiruceSsselreePwolleF–detimiL

yraidisbuS

secivreSerachtlaeH ot5102.30.205102.30.60

erewsecivreSrepsadednetxe

selurehtotelbacilppa

.cilbuPlareneG.-/346,10,1.sR

51.60.50 -

lareneGsselreePtnemtsevnI&ecnaniF–)IFGP(.dtLynapmoC

ynapmoCgnidloH

ecivreSgniliavAdedivorpsegrahC

ehttaIFGPybtagnidliuB

tseW,roopmarheBnekat,lagneBeviLehtrednu

ecneciLdnaderetnetnemeergA

ehtybotnihtiwynapmoC

noIFGP.2102/01/10

ot2102.21.105102.90.03

sadiaptnuomArofsegrahcecivresseitinemagniliava

seitilicafdna.IFGPybdedivorp

.-/238,43,1.sR

21.80.52 -

17


gnidloH-IFGPynapmoC

tagnidliuBroftneRroopmarheB tseW,nekat,lagneBeviLehtrednu



noIFGP.2102/01/10

ot2102.21.105102.90.03

fotneRdiap-/443121.sR

dnaeviLrednuecneciL

tnemeergAybotnideretne

htiwynapmoCehtnoIFGP

2102/01/10

21.80.52 -

gnidloH-IFGPynapmoC

segrahcyticirtcelEtagnidliuBrof

tseW,roopmarheBnekat,lagneBeviLehtrednu



noIFGP.2102/01/10

ot2102.21.105102.90.03

segrahcyticirtcelEdiap-/1894.sRfo

21.80.52 -

gnidloH-IFGPynapmoC

gnisuroftneRlatipsoHATAT

tnemeganaMPRE(metsyS

.)erawtfos

AN .a.p-/614,76.sR 9002.10.82 -

gnidloH-IFGPynapmoC

yaP tseretnIfotnem000,26,71%7no

yllanoitpOelbitrevnoC

foserutnebeDhcae-/001.sRFGPotdeussi .I

ot6002.80.825102.80.72

.a.p%7@tseretnIehtrepsadiapera

dn2detadredrO6002,tsuguAehtybdessaphgiHelb’noH

,attuclaCtatruoCehtgnivorppa

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dna193noitceSehtfo493

,tcAseinapmoC.sR.6591

.a.p-/000,43,32,1

6002.80.82 -

gnidloH-IFGPynapmoC

tseretnIfotnemyaP000,00,01%8no

derucesnUylluFyllanoitpO

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hcae-/001.sRnoIFGPotdeussi

.3102.80.71

serutnebeDehTdetrevnoceblliwehttademeeder/niIFGPfonoitpo

stnemllatsniruofehtfo%02@eulavlanimon

fodneehttahcaeraeyht6dnaht5

serutnebeDehT/detrevnoceblliw

ehttademeederniIFGPfonoitpo

stnemllatsniruofehtfo%02@eulavlanimon

fodneehttahcaeraeyht6dnaht5

3102.80.71 -

18


ehtfo%03dnaeulavlanimon

fodneehttahcaeraeyht8dnaht7foetadehtmorf

.e.ieussi.3102.80.71

ehtfo%03dnahcaeeulavlanimon

ht7fodneehttamorfraeyht8dna

.e.ieussifoetadeht.sR.3102.80.71.a.p-/000,00,08

gnidloH-IFGPynapmoC

rofsegrahCecivreSteSrotareneGgnisu

ycnaneTehtrednuderetnetnemeergA


noIFGPytiCrof6002.70.12

,ertneCcitsongaiDehtfotinua

detautisynapmoCnajnarattihC,322ta

–atakloK,eunevA.600007

ot9991.10.105102.90.03

fomusAera.a.p-/000,06.sR

rofIFGPotdiapteSrotareneGgnisu

ycnaneTehtrednuderetnetnemeergA

ehtybotniIFGPhtiwynapmoC

rof6002.70.12nocitsongaiDytiC

ehtfotinua,ertneCtadetautisynapmoC

najnarattihC,322–atakloK,eunevA

.600007

8991.90.71 -

gnidloH-IFGPynapmoC

segrahCyticirtcelEcitsongaiDytiCrof

,322taertneCnajnarattihC

–atakloK,eunevAderrucni,600007ycnaneTehtrednuderetnetnemeergA


noIFGP.6002.70.12

ot9991.10.105102.90.03

fotnemyaPIFGPot-/254,78.sR

niraeyehtgnirudhtiwnoitcennoc

rofsegrahcyticirtcelecitsongaiDytiC,322taertneC

najnarattihC–atakloK,eunevA

diap,600007ycnaneTehtrednuderetnetnemeergA


.6002.70.12no

8991.90.71 -

gnidloH-IFGPynapmoC

ytiCroftneRertneCcitsongaiD

najnarattihC,322ta–atakloK,eunevA

diap,600007ycnaneTehtrednuderetnetnemeergA


noIFGP.6002.70.12

ot9991.10.105102.90.03

fotnemyaPot-/023,84,31.sR

ehtgnirudIFGPytiCroftneRsaraeytaertneCcitsongaiD

najnarattihC,322–atakloK,eunevAdiapera,600007ycnaneTehtrednuderetnetnemeergA


.6002.70.12no

8991.90.71 -

19


gnidloH-IFGPynapmoC

ytiruceSfodnufeRtcepsernitisopeD

yticirtcelEfoytiCtasegrahc

ertneCcitsongaiD

ot9991.10.105102.90.03

ytiruceSfodnufeRfotcepsernitisopeDtasegrahcyticirtcelE

citsongaiDytiC-/411,07.sR.ertneC

8991.90.71 -

gnidloH-IFGPynapmoC

foyrevoceR.llibtnemtaert

AN foyrevoceRllibtnemtaert

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ehtrepsadednetxeotelbacilppaselur

.cilbuPlareneG

4102.90.50 -

–.dtLsletoHsselreePyraidisbuSwolleF

fotnemegnarrAroftnemhserfer

ytirohtuAHBANroftisivriehtgnirud

.tidua

ot4102/5/51.4102/50/71

-/078,06.sR 4102.90.50 -

laicnaniFsselreePwolleF-ecivreS

yraidisbuS

fotnemyaPdnalapicnirP

mreTfotseretni.hkal08.sRfonaoL

eritneehTtnuomalapicnirPlliwnaoLmreTfo

06nidiaperebylhtnomdetauqe

.stnemllatsni

sah08091,4.sRgniruddiapneebraeylaicnanifeht

tnemyapersdrawotehT.naoLmreTfo

lapicnirPeritnemreTfotnuoma

diapereblliwnaoLdetauqe06ni

ylhtnom.stnemllatsni

0102.90.92 -

–radamaSpiliD.rMrotceriDgniganaM

)PMK(

fotnemyaProfnoitarenumer

raeYlaicnaniFeht51-4102

2102,tsuguAts15102,yluJts13ot

.a.p-/267,55,58.sR 2102.60.21 -

raKtijuS.rDlacideM–ahtsayakruP

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fotnemyaProfnoitarenumer

raeYlaicnaniFeht51-4102

3102,yluJht91,yluJht81ot

6102

.a.p-/375,01,55 3102.80.71 -

20


Form No. MGT-9

Extract of Annual Return

As on the financial year ended on 31st March, 2015

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12 (1) of the Companies(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN U85110WB1989PLC046938

ii) Registration Date 25th May 1989

iii) Name of the Company Peerless Hospitex Hospital And Research Center Limited

iv) Category/Sub-category of the Company Public Company Limited by Shares

v) Whether listed Company (Yes/No) No

vi) Name, Address and Contactdetails of Registrar and TransferAgent, if any NIL

II. PRINCIPAL BUSINES ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

Sl. Name and Description of Main NIC Code of the Product % to total turnover of the company.Product/Services

1. Hospital Activities 86100 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

Sl. Name and Address CIN/GIN Holding/ % of ApplicableNo. of the Company Subsidiary/ Share Section

Associates of heldthe Company

1 The Peerless General U66010WB1932 Holding 91.53 2(46)Finance & Investment PLC007490 CompanyCompany Limited

21


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23


ii. Shareholding of Promoters:

iii. Change in Promoters’ Shareholding ( please specify, if there is no change)There is no change in the shareholding of the Promoter Group.

iv. Shareholding Pattern of top ten Shareholders (other than Directors, Promoters andHolders of GDRs and ADRs):

.rS.oN

-edloherahSemaNs’r

ehtfogninnigebehttagnidloherahSraey

raeyehtfodneehttagnidloherahS egnahc%ni

-dloherahsgni

ehtgnirudraey

fo.oNserahS

latotfo%serahS

ehtfoynapmoc

serahSfo%/degdelP

-erebmucneotd

serahslatot

fo.oNserahS

latotfo%serahS

ehtfoynapmoc

fo%serahS

/degdelP-bmucne

derelatotot

serahs

.1 sselreePehTlareneG

&ecnaniFtnemtsevnI

ynapmoCdetimiL

00089161 35.19 - 00089161 35.19 - -

.rS.oN

sredloherahSneTpoT gninnigebehttagnidloherahSfo

4102,lirpAts1-raeyeht

dneehttagnidloherahS5102,hcraMts13–raeyehtfo

serahsfo.oN latotfo%serahsehtfo

ynapmoc

serahsfo.oN latotfo%serahs

ehtfoynapmoc

1 tnemtsevnI&ecnaniFlareneGsselreePehTdetimiLynapmoC

00089161 35.19 00089161 35.19

2 detimiLetavirPsgnidloHartihciB 0488001 107.5 0488001 107.5

3 detimiLetavirPsgnidloHahkihS 008504 392.2 008504 392.2

4 detimiLsletoHsselreeP 00007 693.0 00007 693.0

5 detimiLetavirPstnemtsevnI.T.T 0004 622.0 0004 622.0

6 eejrettahCmusuKayhgrA 0002 110.0 0002 110.0

7 hgniSardneriV 0041 800.0 0041 800.0

8 arpohCdnanA 008 400.0 008 400.0

9 igawraSramuKlamriN 004 200.0 004 200.0

01 akunahDramuKyajiB 004 200.0 004 200.0

24


v. Shareholding of Directors and Key Managerial Personnel:

V. INDEBTEDNES

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

.rS.oN

dnasrotceriDehtfohcaEroFPMK

fogninnigebehttagnidloherahS4102,lirpAts1-raeyeht

ehtfodneehttagnidloherahS5102,hcraMts13-raey

PMK/rotceriDehtfoemaN serahsfo.oN serahslatotfo%ynapmocehtfo

serahsfo.oN serahslatotfo%ynapmocehtfo

1 )rotceriD(yoRitnaKlinuS 041 8000.0 041 8000.0

2 )rotceriD(yaRnabaPtitaP 002 1100.0 002 1100.0

SRALUCITRAP SNAOLDERUCESGNIDULCXESTISOPED

DERUCESNUSNAOL

STISOPED LATOTSENDETBEDNI

ehttassendetbednIehtfogninnigeb

4102.40.10raeylaicnanif

tnuomAlapicnirP)1 868,22,64,62 000,00,00,01 - 868,22,64,63

diaptontubeudtseretnI)2 522,58,8 - - 522,58,8

tontubdeurccatseretnI)3eud

353,71 - - 353,71

)3+2+1(folatoT 644,52,55,62 000,00,00,01 - 644,52,55,63

ssendetbednIniegnahCehtgnirud

raeylaicnanif

noitiddA+ - - - -

noitcudeR- 528,80,98,2 - - 528,80,98,2

egnahcteN 528,80,98,2 - - 528,80,98,2

dneehttassendetbednIlaicnanifehtfo5102.30.13-raey

tnuomAlapicnirP)1 180,30,06,32 000,00,00,01 - 180,30,06,33

diaptontubeudtseretnI)2 311,10,6 - - 311,10,6

tontubdeurccatseretnI)3eud

724,21 - - 724,21

)3+2+1(folatoT 126,61,66,32 000,00,00,01 - 126,61,66,33

25


VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-Time Directors and/or Manager:

B. Remuneration of other directors:

I. Independent Directors :-

.rSoN

noitarenumeRfosralucitraP reganaM/DTW/DMfoemaN latoTtnuomA

)scaLnI.sR(radamaSpiliD raKtijuSahtsayakruP

1 yralaSssorG

nideniatnocsnoisivorprepsayralaS )a(tcAxaTemocnIehtfo)1(71noitces

118,62,08 326,68,25 434,31,33,1

emocnIfo)2(71s/usetisiuqrepfoeulaV )b(1691,tcAxaT

159,82,5 059,32,2 109,25,7

)3(71noitceSrednuyralasfoueilnistiforP )c(1691,tcAxaTemocnIfo

- - -

2 noitpOkcotS - - -

3 ytiuqEtaewS - - -

4 noissimmoCtiforPfo%sA-yficeps,srehtO-

- - -

5 yficepsesaelp,srehtOsdnuFrehto&dnuFtnedivorP

- - -

6 sunoBecnamrofreP - - -

)A(latoT 267,55,58 375,01,55 543,66,04,1

tcAehtrepsagnilieC AN AN AN

noitarenumeRfosralucitraP srotceriDfoemaN latoTtnuomA

)scaLnI.sR(

kapeeD.rMeejrekuM

neSmatuaG.rD

&draobgnidnettarofeeF eettimmocsgniteem

000,25 000,93 000,19

noissimmoC - - -

srehtO - - -

)I(latoT 000,25 000,93 000,19

26


II. Other Non-Executive Directors :-

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/ WTD

VII. PENALTIES/ PUNISHMENT/ COMPOUNDING OF OFFENCES (Under the Companies Act): NIL

fosralucitraPnoitarenumeR

srotceriDfoemaN latoTtnuomA

nI.sR()scaL

linuS.rMyoRitnaK

aburhD.rMnayaraN

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27


INDEPENDENT AUDITORS’ REPORT

TO THE MEMBERS OF PEERLESS HOSPITEX HOSPITAL AND RESEARCH CENTER LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of PEERLESS HOSPITEX HOSPITAL AND RESEARCHCENTER LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March, 2015, the Statementof Profit and Loss, the Cash Flow Statement, significant accounting policies and other notes for the year ended onthat date.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation of these financial statements that give a true and fair view of the financialposition, financial performance and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofCompanies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matters which are required to be includedin the audit report under the provisions of the Act and the Rules made thereunder. We conducted our audit in accordancewith the Standards on Auditing, as specified under Section 143(10) of the Act. Those Standards require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of materialmisstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial control relevant to the Company’s preparation of the financial statements that give a trueand fair view in order to design audit procedures that are appropriate in the circumstance, but not for the purposeof expressing an opinion on whether the Company has in place an adequate internal financial control system overfinancial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriatenessof the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors,as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financialstatements give the information required by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March,2015, its profit and its cash flows for the year ended on that date.

Other Matter

Financial Statements for the earlier year had been audited by another firm of Chartered Accountants and reliancehas been placed on the opening figures and other information incorporated for the purpose of compiling the accountsfor the current year.

28


Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”), issued by the Central Governmentof India in terms of sub-section (11) of section 143 of the Act, and according to the information and explanationsgiven to us and also on the basis of such checks as we considered appropriate, we give in the Annexure a statementon the matters specified in paragraphs 3 and 4 of the Order.

2. Further to our comments in the Annexure referred to in the Paragraph 1 above, 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 andbelief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this reportare in agreement with the books of account;

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

e) On the basis of the written representations received from the directors as on March 31, 2015, taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from beingappointed as a director in terms of Section 164(2) of the Act;

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

i. As per representation received from the management, the Company has disclosed the impact of pendinglitigations on its financial position in its financial statements (Refer Note 29 of the financial statements).

ii. The Company does not have any long-term contracts, including derivative contracts, for which therewere any material foreseeable losses;

iii. There are no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company.

Place : Kolkata

Dated : 5th June 2015

For Lodha & Co.Chartered Accountants

Firm’s ICAI Registration No. 301051E

R. P. Singh

(Partner)

Membership No.: 052438

29


ANNEXURE TO INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under the heading ‘Report on Other Legal Requirements’ of our report of evendate)

1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation ofits fixed assets.

b) The fixed assets of the Company have been physically verified by the management according to a phased programmedesigned to cover all the items over a period of three years, which in our opinion, is reasonable having regardto the size of the Company and the nature of its assets. Pursuant to such programme, a portion of the fixedassets has been physically verified by the management during the year and the reconciliation between physicaland book records are under progress.

2. (a) The inventory of the Company has been physically verified by the management during the year. In our opinion,the frequency of verification is reasonable.

(b) In our opinion, the procedures of physical verification of inventories followed by the management are reasonableand adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained properrecords of inventory. The discrepancies noticed on physical verification of inventory as compared to book recordshave been properly dealt with in the books of account.

3. The Company has not granted any loan to any companies, firms or other parties covered in the register maintainedunder Section 189 of the Companies Act, 2013. Accordingly, clause 3(iii) of the order is not applicable to the company.

4. In our opinion and having regard to the information and explanation given to us that several items purchased andsold are of special nature where suitable alternative sources do not exist and comparative quotations with respect tothese are not available, the internal control procedures with regard to the purchases of inventory and fixed assets andfor the sale of goods and services are reasonable and commensurate with the nature and size of business of the Company.During the course of our audit we have neither come across nor have we been informed by the management, anycases of continuing failure on the part of the management to correct major weakness in the internal control.

5. The Company has not accepted any deposits and accordingly, the provisions of Section 73 to 76 or any other relevantprovisions of the Act and the rules framed there under are not applicable.

6. We have broadly reviewed the books of account maintained by the Company pursuant to the order made by the CentralGovernment for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of theopinion that prima facie the prescribed accounts and records have been made and maintained. We have not, however,

made a detailed examination of the records with a view to determine whether these are accurate or complete.

7. (a) According to the information and explanations given to us and as per the records verified by us, Company is regularin depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ stateinsurance, income-tax, sales-tax, wealth-tax, service tax, duty of customs, duty of excise, value added tax, cessand other material statutory dues applicable to it. According to the information and explanations given to us, noundisputed amount payable in respect of above dues were outstanding as at 31.03.2015 for a period of morethan six months from date of becoming payable.

30


(b) There are no dues of sales tax, income tax, duty of customs, wealth tax, service tax, duty of excise, value added taxor cess which have not been deposited on account of any dispute except the dues as given below:

Name of the Nature of Forum where Period to which AmountStatute Dues Dispute is the amount involved

pending relates (Rs.)

The Central Custom Duty on Calcutta High 2001-02 11,54,00,533Excise Act, 1944 import of machinery Court

Finance Act 1994 Service tax Commissioner 2013-14 1,62,15,273and Service Tax of Service TaxRules 1994

Income Tax Income tax Assessment 48,22,999Act, 1961 Commissioner of Income Tax (Appeals) Year 2009-10

Assessment 5,03,027Year 2011-12

(c) According to the information and explanations given to us, there are no amounts due to be transferred to InvestorEducation and Protection Fund.

8. Accumulated losses of the Company as at 31st March, 2015 are not more than fifty percent of the net worth of theCompany. The Company has not incurred cash losses in the current financial year and in the immediately preceding

financial year.

9. In our opinion and according to the information and explanations given to us, the Company has not defaulted inrepayment of dues to financial institutions or banks or debenture holders.

10. In our opinion and according to the information and explanations given to us, the Company has not given any guaranteesfor loans taken by others from banks or financial institutions during the year.

11. According to the information and explanations given and based on the documents and records produced to us, noterm loan has been taken by the Company during the year.

12. During the course of our examination of books and records of the Company carried out in accordance with generallyaccepted auditing practices in India and according to the information and explanations given to us, we have neithercome across any instance of fraud on or by the Company nor have we been informed of such case by the management.

Place : Kolkata

Dated : 5th June 2015

For Lodha & Co.Chartered Accountants

Firm’s ICAI Registration No. 301051E

R. P. Singh

(Partner)

Membership No.: 052438

31


BALANCE SHEETAS AT 31ST MARCH, 2015

As at As atParticulars Note No. 31st March 2015 31st March 2014

Rs. Rs.I. EQUITY AND LIABILITIES

(1) Shareholders' Funds(a) Share Capital 2 35,69,69,800 35,69,69,800(b) Reserves and Surplus 3 (7,27,56,153) (7,09,52,978)

(2) Non-Current Liabilities(a) Long-term borrowings 4 30,54,03,085 33,40,22,872(b) Deferred Tax Liabilities (Net) 5 — —(c) Long term provisions 6 2,06,55,816 1,93,56,640

(3) Current Liabilities(a) Short-term borrowings 7 4,79,90,757 5,05,35,942(b) Trade payables 8 19,32,10,773 16,68,05,085(c) Other current liabilities 9 5,66,52,844 6,00,35,901(d) Short-term provisions 10 38,12,413 45,59,427

Total 91,19,39,335 92,13,32,689

II. ASSETS(1) Non-Current Assets

(a) Fixed assets 11(i) Tangible assets 56,85,75,892 60,75,06,061(ii) Intangible assets 53,00,534 68,01,008(iii) Capital work-in-progress 12,84,530 9,405

(b) Non-current investments 12 3,110 3,110(c) Long term loans and advances 13 14,61,33,666 10,77,51,073(d) Other non-current assets 14 10,85,521 3,35,521

(2) Current Assets(a) Inventories 15 2,87,33,414 2,68,80,314(b) Trade receivables 16 10,88,57,301 8,73,19,860(c) Cash and Bank Balances 17 2,06,34,227 5,13,07,317(d) Short-term loans and advances 18 95,00,546 1,32,04,371(e) Other current assets 19 2,18,30,594 2,02,14,649

Total 91,19,39,335 92,13,32,689

Significant Accounting Policies (Refer Note No. 1) and other Notes form an integral part of the Financial Statements.

This is the Balance Sheet referred to in our report of even date.

For and on behalf of the Board

Sivasis Sarkar D. MukerjeeChief Financial Officer Director

Balaram Bose D. SamadarCompany Secretary Managing Director

For and on behalf ofLODHA & COChartered Accountants

R. P. SinghPartner

Place : KolkataDated : 5th June, 2015

32


Significant Accounting Policies (Refer Note No-1) and other Notes form an integral part of the Financial Statements.

This is the Statement of Profit And Loss referred to in our report of even date.

STATEMENT OF PROFIT AND LOSSFOR THE YEAR ENDED 31ST MARCH, 2015

For the year ended For the year endedParticulars Note No. 31st March 2015 31st March 2014

Rs. Rs.

I. Revenue from operations 20 1,31,36,29,381 1,14,48,71,051

II. Other Income 21 1,38,96,464 1,48,44,727

III. Total Revenue (I+II) 1,32,75,25,845 1,15,97,15,778

IV. Expenses:

Cost of medical and other consumables 22 16,17,90,441 14,88,38,160

Purchases of Medicines 23 20,05,55,961 18,26,96,412

Changes in Inventories - Medicines 24 (33,07,354) (33,20,447)

Employee benefits expense 25 28,79,48,878 25,23,82,284

Consultants and Doctors expenses 29,29,70,848 25,77,11,068

Power and Fuel 30 4,83,24,270 4,13,67,556

Finance costs 26 3,54,07,534 3,28,50,389

Depreciation and amortisation expense 27 5,71,60,168 4,34,32,677

Other expenses 28 24,02,76,697 23,23,17,894

Total Expenses 1,32,11,27,443 1,18,82,75,993

V. Profit/(Loss) before tax 63,98,402 (2,85,60,215)

VI. Tax Expense:

Current Tax

– For the year — —

– Relating to previous year 3,46,246 —

Deferred tax 5

– For the year 28,51,913 31,98,159 —

VII.Profit/(Loss) for the year 32,00,243 (2,85,60,215)

VIII. Earnings per equity share of Face Value of Rs.10 each 38

Basic and Diluted 0.18 (1.61)





R. P. SinghPartner


33


For the For the Year ended Year ended31st March 31st March

2015 2014

Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES

Profit before taxation 63,98,402 (2,85,60,215)

Adjustments for:

Depreciation 5,71,60,168 4,34,32,677

Interest Expenses 35,407,534 3,28,50,389

Interest Income (3,106,519) (4,870,928)

Dividend Income (972) (850)

Liabilities no longer required Written back (17,98,240) (15,36,250)

Income from National Neurosciences Centre (19,89,175) —

Provision for doubtful debts written back (40,31,349) (35,32,994)

Loss on disposal of fixed assets 30,401 25,22,183

Debts and Other Balances written off 59,44,355 35,57,027

Provision for doubtful debts 25,47,877 31,37,156

Govt. Grant Transferred to Other Income (11,16,354) (11,61,836)

Operating Profit before Working Capital Changes 9,54,46,128 4,58,36,359

Adjustments for:

(Increase)/Decrease in Trade & Other Receivables (2,61,30,007) (1,55,53,439)

(Increase)/Decrease in Inventories (18,53,100) (96,50,314)

(Increase)/Decrease in Loans and Advances (3,54,63,322) (2,19,12,607)

Increase/(Decrease) in Trade Payables and other

Current Liabilities & Provisions 2,56,58,337 1,87,34,920

Cash Generated from Operations 5,76,58,036 1,74,54,919

Direct taxes Payment/Refund - (net) — —

Receipts from National Neuro Sciences Centre 23,34,000 —

Net Cash from Operating activities 5,99,92,036 1,74,54,919

B. CASH FLOW FROM INVESTING ACTIVITIES

Payments against Fixed Assets and Capital Work in Progress (2,66,61,935) (9,58,00,758)

Capital Advance (13,90,779) (76,21,016)

Interest Income 31,06,519 48,70,928

Dividend Income 972 850

Deposits with Bank 2,86,59,290 (65,78,342)

Net Cash used in Investing Activities 37,14,067 (10,51,28,338)

CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2015

34


CASH FLOW STATEMENTFOR THE YEAR ENDED 31ST MARCH, 2015 (Contd.)

For the For theYear ended Year ended31st March 31st March

2015 2014

Rs. Rs.

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from issue of Unsecured Debenture — 10,00,00,000

Proceeds from Borrowings 16,96,097 1,22,59,093

Repayment of Borrowings (3,31,45,181) —

Interest Paid (3,54,07,534) (3,28,50,389)

Government Grant Received 18,48,542 28,12,500

Interest Received on Govt. Grant 38,173 —

Net Cash used in Financing Activities (6,49,69,903) 8,22,21,204

Net Increase/(Decrease) in Cash & Cash Equivalents(A+B+C) (12,63,800) (54,52,215)

Cash and Cash Equivalents at beginning of year 71,57,425 1,26,09,640

Cash and Cash Equivalents at end of year

(Refer Note 17 of the financial statements) 58,93,625 71,57,425

Notes: 1. The above Cash Flow Statement has been prepared under indirect method as set out in the Accounting

Standard-3, on "Cash Flow Statement".

2. Previous year's figures have been regrouped/rearranged, wherever necessary to conform to current year's

presentation.

This is the Cash Flow Statement referred to in our report of even date.





R. P. SinghPartner


35


NOTE 1

Significant Accounting Policies:

(a) Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention on the accrual basis of accounting, inaccordance with the generally accepted accounting principles in India and as per the relevant provisions of the CompaniesAct, 2013.

(b) Use of estimates

The preparation of financial statements require management to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosures relating to contingent liabilities as at the Balance Sheet date and thereported amounts of income and expenses during the year. Differences between the actual results and estimates arerecognised in the year in which the results are known / materialised.

(c) Fixed Assets and Depreciation

Tangible Assets

(i) Fixed Assets are stated at cost of acquisition less accumulated depreciation. Cost includes all expenses, direct andindirect, specifically attributable to acquisition and bringing it to working conditions for its intended use.

(ii) Depreciation on fixed assets is provided on Straight Line Method over the useful life, specified in Schedule IIto the Companies Act, 2013.

(iii) Leasehold Land has been taken on lease for 99 years. The cost incurred against the leasehold land is being amortizedover the period of the lease.

(iv) Fixed Assets acquired against Government grants are depreciated fully in the year of acquisition.

Intangible Assets

(i) Intangible assets including computer software are capitalised and stated at the cost of acquisition less accumulatedamortization there-against.

(ii) Computer software has been amortised over a period of five years on straight line method.

(d) Government Grants

Capital:

Government Grants related to depreciable fixed assets are recognised in the Statement of Profit and Loss in the year ofacquisition of fixed assets by way of reduction in depreciation charge and such fixed assets are shown in the Balance Sheetat a nominal value.

Revenue:

Government grants related to revenue is credited to the Statement of Profit and Loss to the extent of expenditure incurredthereagainst the year and shown separately under Other Income.

(e) Impairment of Assets

Fixed assets are reviewed at each balance sheet date for impairment. In case events and circumstances indicate any impairment,recoverable amount of the fixed assets are determined. An impairment loss is recognised, whenever the carrying amountof assets either belonging to Cash Generating Unit (CGU) or otherwise exceeds recoverable amount. The recoverable amountis the greater of assets’ net selling price or its value in use. In assessing its value in use, the estimated future cash flowsfrom the use of assets are discounted to their present value at appropriate rate. An impairment loss is reversed if therehas been change in the recoverable amount and such loss either no longer exists or has decreased. Impairment loss / reversalthereof is adjusted to the carrying value of the respective assets, which in case of CGU, are allocated to its assets on apro-rata basis.

36


(f) Borrowing Costs

Borrowing costs incurred in relation to the acquisition, construction of qualifying assets are capitalised as the part of thecost of such assets upto the date when such assets are ready for intended use. Other borrowing costs are charged as anexpense in the year in which these are incurred.

(g) Investments

Long Term Investments are stated at cost after deducting provision, if any, made for decline, other than temporary, in thevalues. Current investments are stated at lower of cost or fair value.

(h) Inventories

Inventories are valued at cost or net realisable value whichever is lower. Cost of inventories determined on FIFO basis comprisesof the respective purchase costs including non-reimbursable duties and taxes.

(i) Foreign currency transaction

Transactions in foreign currencies are accounted for at the exchange rate prevailing as on the date of transaction. Foreigncurrency monetary assets and liabilities at the year end are translated using closing rates. The loss or gain thereon andalso on the exchange differences on settlement of the foreign currency transactions during the year are recognised as incomeor expenses in the Statement of Profit and Loss.

(j) Revenue Recognition

(i) Revenue is recognised on accrual basis on rendering of services and sale of Pharmaceutical Products.

(ii) Interest income is recognised on a time proportion basis depending upon amount outstanding and the rate applicable.

(iii) Dividend on equity shares is recognised as income when the right to receive the dividend is established.

(iv) Income from Academic Courses are recognised when there is no significant uncertainty as to the measurability orcollectability thereof.

(k) Employee Benefits

(i) Employee benefits are accrued in the year services are rendered by the employees.

(ii) Contributions to the defined contribution schemes viz. Provident and Pension Funds are recognised as and whenincurred.

(iii) Long term employee benefits under defined benefit schemes viz. Contribution to Gratuity Fund and leave are determinedat close of the year at present value of the amount payable using actuarial valuation techniques.

Actuarial gains and losses are recognised in the year in which they arise.

(l) Leases

Lease rentals incurred/earned in respect of operating leases are recognised as expense/income in the Statement of Profitand Loss as per the terms and conditions of the respective agreements.

(m) Taxation

Provision for current income tax is made on taxable income using the applicable tax rates and tax laws. Deferred tax arisingon account of timing differences and which are capable of reversal in one or more subsequent periods, is recognised usingthe tax rates and tax laws that have been enacted or substantively enacted. Deferred tax assets are not recognised unlessthere is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assetwill be realised in case of carried forward unabsorbed depreciation and tax losses. Deferred tax assets are recognised onlyif there is a virtual certainty that such deferred tax assets can be realised against future taxable profits.

(n) Provision, Contingent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligationas a result of past events, and it is probable that there will be an outflow of resources and a reliable estimate canbe made of the amount of the obligation. Contingent Assets are neither recognised nor disclosed in the financial statement.Contingent liabilities are not provided for and are disclosed by way of notes.

37


NOTES FORMING PART OF THE BALANCE SHEET

As at As at31st March 31st March

2015 2014

NOTE 2SHARE CAPITAL2.1 Authorised Capital :

4,00,00,000 (Previous Year- 4,00,00,000) 40,00,00,000 40,00,00,000Equity Shares of Rs. 10/- each20,00,000 (Previous Year 20,00,000) RedeemableNon Cumulative Preference Shares of Rs.100/- each 20,00,00,000 20,00,00,000

Total 60,00,00,000 60,00,00,000

2.2 Issued, Subscribed and Paid-up:2.2.1 Equity Shares

1,76,96,980 (Previous Year- 1,76,96,980) Equity Sharesof Rs. 10/- each fully paid-up 17,69,69,800 17,69,69,800

17,69,69,800 17,69,69,800

Of the above

1,61,98,000 (Previous Year – 1,61,98,000) Equity Sharesof Rs. 10/- each are held by the Holding Company, ThePeerless General Finance & Investment Company Limitedand 70,000 Equity Shares (Previous Year – 70,000) ofRs.10/- each are held by Peerless Hotels Ltd., a subsidiaryof the Holding Company.

2.2.2 Preference Shares

18,00,000 (Previous Year 18,00,000), 7% Redeemable

Non-Cumulative Preference Shares, Series-A of Rs.100/-

each fully paid-up redeemable within 5 years ending on 05 .09.2016. 18,00,00,000 18,00,00,000

Total : 35,69,69,800 35,69,69,800

2.3.1 Details of Shareholders having more than 5% of the Paid up Equity Share Capital :-

Name of Shareholder No. of Shares

As at 31st As at 31stMarch 2015 March 2014

The Peerless General Finance and Investment Company Limited 1,61,98,000 1,61,98,000

Bichitra Holdings Pvt Ltd 10,08,840 10,08,840

38



Note As at As at31st March 31st March

2015 2014 Rs. Rs

2.3.2 The entire 7% Redeemable Non-Cumulative Preference Shares, Series-A of Rs.100 each fully paid up, are held by theHolding Company, the Peerless General Finance & Investment Company Limited.

2.4 Reconciliation of the shares outstanding at the beginning and at the end of the reporting year:

There is no movement in equity shares and in 7% Redeemable Non-Cumulative Preference Shares, Series-A in respectof outstanding at the beginning and at the end of the year.

2.5 Rights and Restrictions to Equity Shares / Preference Shares

Equity Shares - The company has one class of equity shares of having par value of Rs.10 per share. Each shareholderof equity is entitled to one vote per share. The dividend, if proposed by the Board of Directors of the Company,will be subjected to the approval of the Shareholders in the subsequent Annual General Meeting. In the event ofliquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of thecompany, after distribution of all preferential amounts in proportion to the number of equity shares held by them.

Preference Shares - These shares carry right of fixed rate of dividend. In the event of liquidation of the Company,the holders of these shares have priority over equity shares in the payment of dividend and repayment of capital.

NOTE 3

RESERVES AND SURPLUS

(i) General Reserve

At the beginning and at the end of the year 18,69,57,957 18,69,57,957

(ii) Government Grant(In respect of DBT Network Project on Brucellosis) 31

At the beginning of the year 1,77,135 20,89,379

Add : Received during the year 18,48,542 28,12,500

20,25,677 49,01,879

Add : Interest Received 38,173 78,509

20,63,850 49,80,388

Less : Adjusted against Depreciation 11 (iv) and 27 — 35,62,908

20,63,850 14,17,480

Less : Transfer to Other Income (including interest) 11,16,354 12,40,345

At the end of the year 9,47,496 1,77,135

39


NOTES FORMING PART OF THE BALANCE SHEETNote As at As at

31st March 31st March2015 2014Rs. Rs.

(iii) Surplus

Accumulated balance of loss

At the beginning of the year (25,80,88,070) (22,95,27,855)

Adjustment on account of depreciation as per

Schedule II of the Companies Act 2013

(net of deferred tax amounting to Rs. 28,51,913). 11(iii) (57,73,779) —

Add/(Less) : Profit/(Loss) for the year as per

Statement of Profit And Loss 32,00,243 (2,85,60,215)

At the end of the year (26,06,61,606) (25,80,88,070)

(7,27,56,153) (7,09,52,978)

NOTE 4

LONG TERM BORROWINGS

UNSECURED

Debentures:- 37

8% 10,00,000 Unsecured Optionally FullyConvertible Debentures of Rs. 100 each fullypaid up. 10,00,00,000 10,00,00,000

The Company pursuant to special resolutionpassed at the extraordinary general meeting heldon 31st August, 2013, had issued on 19thSeptember, 2013

8% 10,00,000 Unsecured Optionally FullyConvertible Debentures of Rs. 100 each to ThePeerless General Finance & Investment CompanyLtd. on the following terms:

Conversion/Redemption :-

The Debentures will be redeemed at par in fourinstalments @ 20% of the nominal value eachcommencing from the end of 5th & 6th year fromthe date of allotment and 30% of the nominal valueeach commencing from the end of 7th & 8th yearfrom the date of allotment or converted into equityshares at the option of the holder.

40


NOTES FORMING PART OF THE BALANCE SHEETAs at As at

Note 31st March 31st March2015 2014

Rs. Rs .

Interest :-

The Debentures carries interest @ 8% per annumon the face value of Debentures.

Debenture Redemption Reserve:-

The Company is required to create DebentureRedemption Reserve of Rs. 2,50,00,000 (PreviousYear Rs. 2,50,00,000) out of the profits availablefor dividend. In view in-adequate Profit no suchreserve has yet been created.

SECURED

Debentures:-

7% 1762000 Optionally Convertible Debenturesof Rs 100/- each fully paid up 37 17,62,00,000 17,62,00,000

The Company pursuant to the Order dated 2ndAugust 2006 of the Hon'ble High Court at Calcuttahad issued fully paid up 7% 17,62,000 OptionallyConvertible Debentures of Rs.100 each to ThePeerless General Finance & Investment CompanyLimited on the following terms:

1. Conversion - The Debentures were due forconversion on 28.08.2013, which, vide orderdated 20th March, 2014 of Hon'ble High Courtat Calcutta, have been extended for a period oftwo years from September, 2013 or the date onwhich the debentures are liable for conversion toequity shares.

These will be converted at a price to be determinedon the basis of independent valuation at the timeof conversion, or Rs. 30 whichever is higher.

2. Interest - The Debentures carries interest atthe rate of 7% per annum payable annually.

The instalment of interest falls due on 31st Marcheach year.

3. Security - The Debentures together withinterest and costs are secured by equitablemortgage by way of deposit of title deeds to coverall the present and future leasehold land andbuildings at 360, Panchasayar, Kolkata-700094.

41


NOTES FORMING PART OF THE BALANCE SHEETAs at As at

Note 31st March 31st March2015 2014

Rs. Rs.

4. Ranking - The above charges rank pari-passuwith the existing charges as well as future chargesto be created in favour of any other lender/institution.

Term Loans:-

(a) From Allahabad Bank 2,68,03,071 5,38,22,862

Security:

First Charge : Hypothecation of all tangiblemovable plant & machinery, equipments purchasedout of term loan taken which shall be brought intoor be stored or be in or upon or about theCompany's premises & godowns or wherever elsethe same may be or be held by any party to theorder or disposition of the Company relating to orpertaining to the Company's premises at 360,Panchasayar, Kolkata-700094 and at 223,Chittaranjan Avenue, Kolkata-700006.

Second Charge : Equitable mortgage of all thatpiece and parcel of leasehold land at 360,Panchasayar, Kolkata-700094.

Terms of Repayment:

In 20 quarterly instalments of Rs 72.50 lakh eachcommencing from April 2012 and last instalmentfallingdue on March 2017. Interest is beingcharged at Allahabad Bank's base rate + 2.25%which is 12.50 % as at 31st March, 2015.

(b) From Related Party :- PeerlessFinancial Services Ltd 37 24,00,014 40,00,010

Security:

Hypothecation of 1010 KVA Diesel GeneratorSet purchased out of the above term loan.

Terms of repayment:

Interest is payable quarterly @ 9% p.a. on ReducingBalance of Principal amount which will be repaidin 60 equated monthly instalments after moratoriumperiod of 18 months from the date of disbursementof loan.

Note: Current maturity of Long Term Loan to theextent these are not convertible to equity, has beendisclosedunder the head "Other Current Liabilities" 30,54,03,085 33,40,22,872

42



As at As at

Note 31st March 31st March 2015 2014

Rs. Rs.

NOTE 5

DEFERRED TAX LIABILITIES (NET) 11 (iii)

In accordance with Accounting Standard 22 "Accounting for

Taxes on Income", the Company has accounted for deferred

tax. The Company has significant amount of carry forward

business losses and unabsorbed depreciation as per Income

Tax Act' 1961. Deferred tax assets on the said unabsorbed

depreciation has been recognised only to the extent there

is deferred tax liability. The components of deferred tax

assets and deferred tax liability as at 31st March 2015 are

as follows:-

Particulars Opening Adjusted (Charge)/ Closing as at

as at against surplus Credit 31st March

1st April (debit balance) during 2015

2014 as at the the year

beginning

of the year

Deferred Tax Assets

Provision for Employee Benefits 80,51,028 — 38,903 80,89,931Provision for Doubtful Debts 15,63,846 — (4,90,480) 10,73,366Unabsorbed Depreciation under Income Tax Act,1961 8,80,05,827 — (24,71,797) 8,55,34,030

Sub-Total 9,76,20,701 — (29,23,374) 9,46,97,327

Deferred Tax Liabilities

Depreciation Difference (9,76,20,701) 28,51,913 71,461 (9,46,97,327)

Sub-Total (9,76,20,701) 28,51,913 71,461 (9,46,97,327)

Net Deferred Tax Assets/(Liabilities) — 28,51,913 (28,51,913) —

NOTE 6

LONG TERM PROVISIONSProvision for employee benefits 3 5 2,06,55,816 1,93,56,640

2,06,55,816 1,93,56,640NOTE 7SHORT TERM BORROWINGSSECUREDLoans Repayable on Demand fromAllahabad Bank 4,79,90,757 5,05,35,942(Secured by way of hypothecation of inventories,book debts, outstanding monies, receivables,claims,bills,contracts engagement and securities etc. of theCompany)

4,79,90,757 5,05,35,942

43



As at As at


Rs. Rs.

NOTE 8

TRADE PAYABLES 39

For goods and services

- Others 19,32,10,773 16,68,05,085

19,32,10,773 16,68,05,085

Note : The Company has not received any information from

its suppliers regarding their registration under "The Micro,

Small and Medium Enterprises Development Act,2006".

Hence,the information ,as required to be given in accor-

dance with Section-22 of the said Act, not being available

has not been furnished.

NOTE 9

OTHER CURRENT LIABILITIES

Current maturities of Long Term Debts

Term Loan :

From Allahabad Bank 2,90,00,000 2,90,00,000

From Related Party - Peerless Financial Services Ltd 37 15,99,996 15,99,996

3,05,99,996 3,05,99,996

Interest accrued but not due on borrowings 12,427 17,353

Interest accrued and due on borrowings 6,01,113 8,85,225

Other Payables 3 9

Security Deposits 73,54,575 51,86,718

Advance Fees from academic courses 69,50,013 73,48,285

Advance received from Patients 7,01,138 5,18,738

Capital Expenditure 30,17,473 72,87,855

Statutory Dues (Includes Tax Deducted

at Source, Provident Fund, etc.) 74,16,109 81,91,731

2,54,39,308 2,85,33,327

5,66,52,844 6,00,35,901

9.1 Non Current maturities of long term debts,

including those convertible into equity, have been

disclosed under the head "Long Term Borrowings".

NOTE 10

SHORT TERM PROVISIONS

Provision for Employee Benefits 35 38,12,413 45,59,427

38,12,413 45,59,427

44


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45



As at As atNote 31st March 31st March

2015 2014Rs. Rs.

NOTE 12

NON CURRENT INVESTMENTS(At cost and fully paid up unless stated otherwise)Long Term, Other than Trade InvestmentsIn Equity Instruments

QuotedShristi Infrastructure Development Corporation Ltd. 710 710(40 Equity Shares of Rs.10/- each fully paid)

UnquotedPeerless Hotels Limited 2,400 2,400(240 Equity Shares of Rs.10/- each fully paid)

3,110 3,110

Aggregate amount of Quoted Investments 710 710Aggregate amount of Unquoted Investments 2,400 2,400

3,110 3,110

Agreegate amount of Market Value of Quoted Investment 4,498 2,696

4,498 2,696NOTE 13LONG TERM LOANS AND ADVANCES 39Unsecured, Considered GoodCapital Advances 13,90,779 76,21,016Security Deposits 1,28,56,012 1,05,72,840OthersAdvance Income Tax (Net of provisions) 82,99,571 82,99,571Tax Deducted at Source (Net of provisions) 12,35,65,340 8,12,35,682Service Tax 21,964 21,964

13,18,86,875 8,95,57,217

14,61,33,666 10,77,51,073NOTE 14OTHER NON CURRENT ASSETS:(Unsecured)Considered doubtfulLong Term Trade Receivables 32,46,426 47,29,898Less:- Provision for Doubtful Receivables (32,46,426) (47,29,898)

— —Considered goodTDS Refundable 3,35,521 3,35,521Fixed Deposits having remaining maturity of more than one yearAgainst Margin money (Lodged with Bank) 5,00,000 —Others 2,50,000 —

10,85,521 3,35,521

10,85,521 3,35,521

46



As at As at


Rs. Rs.

NOTE 15

INVENTORIES (At cost or net

realisable value, whichever is lower)

Stock-in-Trade (Medicine) 1,40,51,068 1,07,43,714

Stores, Spares and Consumables 1,46,82,346 1,61,36,600

2,87,33,414 2,68,80,314

NOTE 16

TRADE RECEIVABLES 30 & 39

(Unsecured, considered good)

Outstanding for a period exceeding six months

from the date they are due for payment 1,65,14,048 1,43,45,812

Others 9,23,43,253 7,29,74,048

10,88,57,301 8,73,19,860

NOTE 17

CASH AND BANK BALANCES

CASH AND CASH EQUIVALENTS

In Current Account with Banks 49,24,793 58,82,497

Cash Balance in Hand 9,68,832 12,74,928

58,93,625 71,57,425

OTHER BALANCES WITH BANKS

Fixed Deposits (having remaining maturity between

three and twelve months from the reporting date)

Against Margin money (Lodged with Bank) 2,16,522 41,49,892

Others 1,45,24,080 4,00,00,000

1,47,40,602 4,41,49,892

2,06,34,227 5,13,07,317

17.1 Balance in Current Account with Bank includes Rs. 614,186/- (Previous year - Rs. 1,77,135) being money received in

respect of DBT Network Project on Brucellosis lying unspent at the year end (Net of advances of Rs. 3,33,310/-, Previous Year

Rs. Nil).

47



As at As at


Rs. Rs.

NOTE 18

SHORT TERM LOANS AND ADVANCES 39

(Unsecured, Considered Good)

Advances to Suppliers 16,94,774 33,21,472

Receivable (Other than for trade) 15,97,950 36,18,702

Staff Advance 1,19,718 4,15,911

Prepaid Expenses 60,88,104 58,48,286

95,00,546 1,32,04,371

NOTE 19

OTHER CURRENT ASSETS

Interest Accrued on Fixed deposits with Banks 3,56,906 18,58,564

Interest Receivable on Security deposits with CESC Ltd. 5,07,573 4,46,955

Unbilled receivables 2,09,66,115 1,79,09,130

2,18,30,594 2,02,14,649

48


NOTES FORMING PART OF STATEMENT OF PROFIT AND LOSS

Note For the year ended For the year ended 31st March 31st March

2015 2014Rs. Rs.

NOTE 20

REVENUE FROM OPERATIONS

i) Revenue from Operations

a) Hospital Services 30 1,22,96,36,373 1,08,01,49,882

(includes Pharmacy sales billed

to in patients Rs. 26,76,29,229

Previous year Rs. 24,34,42,731)

b) Sale of Medicine from Pharmacy 3,46,48,688 2,25,45,341

- Other than inpatients

c) Income from Diagnostic Centre 1,77,27,187 1,58,28,394

d) Income from National Neurosciences Centre 30 19,89,175 23,34,000

1,28,40,01,423 1,12,08,57,617

ii) Other Operating Revenue

Income from Academic Courses 2,96,27,958 2,40,13,434

1,31,36,29,381 1,14,48,71,051

NOTE 21

OTHER INCOME

Dividend from Investments- Long Term 972 850

Interest on Fixed Deposits 31,06,519 48,70,928

Rent 28.2 16,52,533 15,24,426

Provision for Doubtful Debts no longer required

written back 40,31,349 35,32,994

Liabilities no longer required written back 17,98,240 15,36,250

Government Grant 3 11,16,354 11,61,836

Miscellaneous 21,90,497 22,17,443

1,38,96,464 1,48,44,727

NOTE 22

COST OF MEDICAL CONSUMABLES

Opening Inventories 30 & 34 1,47,44,594 86,02,370

Add: Purchases 16,02,30,822 15,49,80,384

17,49,75,416 16,35,82,754

Less: Closing Inventories 1,31,84,975 1,47,44,594

16,17,90,441 14,88,38,160

NOTE 23

PURCHASES OF STOCK IN TRADE

Medicines 20,05,55,961 18,26,96,412

20,05,55,961 18,26,96,412

49




2015 2014Rs. Rs.

NOTE 24CHANGES IN INVENTORIES OFSTOCK IN TRADE - MEDICINESOpening Inventory 1,07,43,714 74,23,267Less: Closing Inventory 1,40,51,068 1,07,43,714

(33,07,354) (33,20,447)

NOTE 25 30 & 35EMPLOYEE BENEFITS EXPENSESalaries,Wages,Bonus etc. 25,49,30,687 22,70,31,796Contribution to Provident and Other Funds 1,95,41,735 1,27,30,153Staff Welfare 1,34,76,456 1,26,20,335

28,79,48,878 25,23,82,284NOTE 26FINANCE COSTSInterest ExpenseDebentures 37 2,03,34,000 1,65,86,055Term Loan 3 7 90,94,313 1,10,13,945Cash Credit 59,79,221 52,50,389

3,54,07,534 3,28,50,389

NOTE 27DEPRECIATION AND AMORTISATION EXPENSEDepreciation and Amortisation 5,71,60,168 4,69,95,585Less :- Adjustment against Government Grants11 (iv) & 3 — 35,62,908

5,71,60,168 4,34,32,677

NOTE 28OTHER EXPENSESRent 28.2 80,46,457 60,18,887Lease Rent 27,000 27,000Repairs

Building 76,11,694 1,33,53,610Machinery 7,67,351 4,62,301Medical Equipment 3,59,102 4,18,281Others 39,61,578 33,48,420

1,26,99,725 1,75,82,612Consumption of stores and spares 3 4 1,24,12,929 1,27,78,713Maintenance Charges 2,03,95,978 1,66,41,924Rates and Taxes 43,78,869 28,89,558Insurance 22,55,815 34,74,631Catering Charges 4,24,87,735 4,12,57,727Cleaning Charges 2,62,46,346 2,40,00,214Security Expenses 1,59,39,351 1,40,17,741Advertisement and other Business Promotion Expenses 1,34,38,438 1,55,67,361Debts and other balances written off 59,44,355 35,57,027Provision for Doubtful Debts 25,47,877 31,37,156Miscellaneous Expenses 28.1 & 33 7,34,55,822 7,13,67,343

24,02,76,697 23,23,17,894

50




2015 2014Rs. Rs.

28.1 Miscellaneous Expenses includes Auditor'sRemuneration (including service tax),details of which are as follows :Auditor's Remuneration 2014-15 2013-14

Statutory Audit Fees 4,26,968 4,26,968Interim Audit Fees 2,24,720 2,24,720Other services — 4,04,496Reimbursement of expenses — 45,702

28.2 The Company has certain cancellable operating lease arrangement for premises taken/given on lease with a lease periodin certain cases upto 2 years, further extendable with mutual consent and agreement. The lease agreement can be terminatedafter giving notice as per terms of the Lease by either of the parties. Terms of certain lease arrangements include clausesrelating to deposit/refund of security deposit etc. Lease income/expense are recognised in the Statement of Profit And Loss.

NOTE 29

CONTINGENT LIABILITIES AND COMMITMENTS (TO THE EXTENT NOT PROVIDED FOR)

As at As at31st March 31st March

2015 2014Rs. Rs.

(I) Contingent Liabilities

Claims against the company not acknowledged as debt

Certain show cause notices and demands relating to Duty of Customs, incometax, service tax and other matters pending with various authorities, to the extentascertainable from the records and details available are as follows:-

(i) Duty of Customs – Sub-judice in Calcutta High Court (regarding CustomsDuty exemption certificate for import of machinery.) 11,54,00,533 11,54,00,533

(ii) Compensation claimed by customers /other parties, which are sub-judice. 2,56,36,026 1,98,76,446

(iii) Income Tax matters pending in appeal 53,25,926 1,02,62, 890

(iv) Service Tax matters (excluding interest and penalty) - Against a showcause-cum-demand notice dated 21st April 2014 issued in respect ofperiod from October 2008 to March 2013, reply has been submitted,on 11th June 2014, to Commissioner of Service Tax, and the same ispending disposal. 1,62,15,273 1,62,15,273

(v) ESI Contribution 3,61,611 3,61,611

In the opinion of the management, the above claims/demands are not tenable and the future cash outflows in respect of thesame are determinable on final decisions of the matters.

(II) Capital commitments

Estimated amount of contracts remaining to be executed on capitalaccount and not provided for (Net of Advances) 45,64,387 99,22,668

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NOTE 30

The Company, in terms of agreement dated November 27, 2013 (the agreement), with Neurosciences Foundation, Bengal, jointlycontrols the operations of National Neurosciences Centre, Calcutta (NNC), a joint project and non-profit making organisationformed and registered under the West Bengal Societies Registration Act, 1961.

In terms of the agreement, NNC has agreed to provide Neurological/Neurosurgical services under administrative control of thecompany. Reimbursements and recoveries against the costs are adjusted against respective heads of accounts.

Accordingly, Rs. 4,93,04,683 (previous year Rs. 4,56,66,933) and Rs. 19,89,175 (previous year Rs. 23,34,000) have beenincluded under “Revenue from Hospital Services” and “Income from National Neurosciences Centre” respectively. Reimbursementsof various expenses amounting to Rs. 2,21,96,543 have been adjusted against respective heads of accounts. None of the company’sasset has been transferred to the joint venture and there is no liability incurred in this respect.

NOTE 31

Reserves and Surplus includes Other Reserve which represents unutilized portions of Government Grant amounting to Rs.9,47,496(previous year Rs.1,77,135) pending incurrence of expenditure there-against.

NOTE 33

Expenditure in Foreign Currency –

2014-2015 2013-2014(Rs.) (Rs.)

Collaboration for Master of Emergency Medicine course 48,62,000 47,49,200

Quality assessment and other expenses 17,723 64,235

NOTE 32

C.I.F. value of Imports –

2014-2015 2013-2014(Rs.) (Rs.)

Capital Goods 5,69,792 92,78,699

NOTE 34

Value of Medical & Other Consumables and Stores & Spares Consumed –

% 2014-2015 2013-2014(Rs.) (Rs.)

Medical & Other Consumables:– Indigenous 100 16,17,90,441 14,88,38,160

Stores and Spares:– Indigenous 100 1,24,12,929 1,27,78,713

NOTE 35

The disclosures required under Accounting Standard 15 “Employee Benefits” are given below:-

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Defined Contribution Scheme

Contribution to Defined Contribution Scheme, recognised for the years are as under:

Particulars For the year ended

31st March 2015 31st March 2014

Employer's Contribution to Provident Fund 67,77,850 66,12,498

Employer's Contribution to Pension Fund 70,98,512 42,94,473

Defined Benefit Scheme

Obligation in respect of employee’s gratuity fund scheme managed by Life Insurance Corporation of India is determined basedon actuarial valuation using the projected unit credit method, which recognizes each period of service as giving rise to additionalunit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligation for Leaveentitlement is recognised in the same manner and provision for leave obligation is unfunded.

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Disclosures for gratuity liability (funded) based on actuarial reports as on 31st March, 2015 are as follows:.

Particulars 2014-15 2013-14 2012-13 2011-12 2010-11(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

A. Change in Defined Benefit Obligations:

Present Value of Defined Benefit Obligations at the beginning of the year 4,63,80,438 4,42,51,557 3,69,71,782 3,10,99,010 2,73,27,251Current Service Cost 33,88,369 33,05,444 26,96,357 23,58,297 21,29,615Interest Cost 43,95,138 36,23,683 32,52,987 25,71,021 22,55,494Actuarial Losses/(Gain) 1,39,509 (39,38,110) 30,00,886 17,98,505 6,71,340Benefits Paid (17,59,794) (8,62,136) (16,70,455) (8,55,051) (12,84,690)Present Value of Defined BenefitObligations at the end of the year 5,25,43,660 4,63,80,438 4,42,51,557 3,69,71,782 3,10,99,010

B. Change in the Fair Value of Assets:

Present Value of Plan Assets at thebeginning of the year 46,612,053 4,05,55,759 3,29,65,424 2,74,69,167 2,30,52,863Expected Return on Plan Assets 37,08,660 32,46,374 26,09,817 21,96,001 17,97,524Actuarial Gain/(Losses) 9,66,569 1,04,232 9,74,159 3,43,220 5,15,971Contribution by Employer 19,20,559 35,67,824 56,76,814 38,12,087 33,87,499Benefits Paid (17,59,794) (8,62,136) (16,70,455) (8,55,051) (12,84,690)Present Value of Plan Assets at theclose of the year 5,14,48,047 4,66,12,053 4,05,55,759 3,29,65,424 2,74,69,167

C. Reconciliation of Present Value of Defined Obligation and the Fair Value of Assets:

Present Value of Defined BenefitObligations at the end of the year 5,25,43,660 4,63,80,438 4,42,51,557 3,69,71,782 3,10,99,010Present Value of Plan Assets at theclose of the year 5,14,48,047 4,66,12,053 4,05,55,759 3,29,65,424 2,74,69,167Liability / (Asset) recognised in theBalance Sheet 10,95,613 (2,31,615) 36,95,798 (3,29,65,424) (2,74,69,167)

D. Expense recognised in the Statement of Profit and Loss

Particulars 31st March 31st March 31st March 31st March 31st March2015 2014 2013 2012 2011(Rs.) (Rs.) (Rs.) (Rs.) (Rs.)

Current Service Cost 33,88,369 33,05,444 26,96,357 23,58,297 21,29,615Interest on Defined Benefit Obligation 43,95,138 36,23,683 32,52,987 25,71,021 22,55,494Expected Return on Plan Asset (37,08,660) (32,46,374) (26,09,817) (21,96,001) (17,97,524)Net Actuarial Losses/(Gains) Recognisedin the year (8,27,060) (40,42,342) 20,26,727 14,55,285 1,55,369Unrecognised Transitional Liability — — — 9,80,870 9,80,869Total Expenses recognised in Statementof Profit and Loss 32,47,787 (3,59,589) 53,66,254 51,69,472 37,23,823

E. Experience Adjustments

Experience adjustments on planliabilities (Loss/ (Gain)). (10,64,677) 12,85,524 5,92,652 36,26,443 9,55,329Experience adjustments on planassets (Loss/ (Gain) 9,66,569 1,04,232 9,74,159 3,43,220 5,15,971

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Principle Actuarial Assumptions used:

2014-15 2013-14(Rs.) (Rs.)

Discount Rate (p.a.) Compounded 7.95% 9.25%Expected Rate of Return on Plan Asset (p.a.) 8.00% 8.00%Salary Escalation Rate 6.00% 7.00%Retirement Age 58 years 58 years

Mortality Rate ULT (2006-08) ULT (2006-08)mortality tables mortality tables

The obligation for leave entitlement is determined in the same manner as Gratuity and Rs. 79,56,206 (Previous YearRs. 69,49,509) provided for the year in this respect has been shown under “Salaries and Wages”.

Notes:

i) Assumptions relating to future salary increases, attrition, interest rate for discount and overall expected rate of return on Assetshave been considered based on relevant economic factors such as inflation, promotion and other relevant factors applicable tothe period over which the obligation is expected to be settled.

ii) In respect of gratuity, the funds are managed by the insurers and therefore the percentage and amount that each major categoryconstitutes the fair value of total plan assets and effect thereof on overall expected rate of return on asset is not ascertainable.

iii) This is based on expectation of the average long term rate of return expected on investments of the Fund during the estimatedterm of the obligations.

NOTE 36The Company’s business is to provide medical and other related facilities and services. The operations of the Company beingcomprised of a single business segment and not comprising of other operations in the economic environments with significantlydiffering risks and returns, in the opinion of the management, disclosure requirements as per AS-17 on ‘Segment Reporting’are not applicable to the Company.

NOTE 37

Related Party Disclosures

a) Holding Company: The Peerless General Finance & Investment Company Limited

b) Fellow Subsidiaries: Peerless Hotels Limited(having transations Peerless Securities Limitedwith the Company) Peerless Financial Services Limited

c) Key Management Personnel: Mr. D. Samadar — Managing DirectorDr. Sujit Kar Purkayastha — Medical and Joint Managing Director

55


d) Details of transactions are as follows:-

KeyHolding Management

Company Fellow Subsidiaries Personnel(Rs.) (Rs.) (Rs.)

Particulars PeerlessPeerless Peerless FinancialSecurities Hotels ServicesLtd. Ltd. Limited

Revenue from operations

a) Hospital Services — 1,01,643 — — —

Expenses / Reimbursements

a) Miscellaneous Expenses (Service Charges) 1,34,832 — 60,870 — —

(1,34,832) (—) (87,842) (—) (—)

b) Interest Expense 2,03,34,000 — — 4,19,080 —(1,65,86,054) (—) (—) (5,76,857) (—)

c) Recoveries of Expenses 4,05,052 — — — — (6,58,757) (—) (—) (—) (—)

d) Rent 15,37,080 — — — — (8,62,920) (—) (—) (—) (—)

e) Remuneration — — — — 1,45,43,791(—) (—) (—) (—) (1,41,23,862)

f) Electricity charges 75,095 — — — —(8,860) (—) (—) (—) (—)

e) Outstanding Balance as at 31st March, 2015

Particulars Holding Company Fellow Subsidiaries(Rs.) (Rs.)

i) Term Loan Obtained — 40,00,010(—) (56,00,006)

ii) Interest Accrued But Not Due — 12,427(—) (17,353)

iii) 7% Optionally Convertible Debentures 17,62,00,000 —(17,62,00,000) (—)

iv) 8% Optionally Convertible Debenture 10,00,00,000 —(10,00,00,000) (—)

iv) Receivable for expenses 4,500 — (52,227) (—)

Note :-

(i) Figures in parentheses represent previous year’s figures(ii) No amount in respect of related parties has been written off / written back during the year.

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NOTE 38

Earnings per Share

2014-15 2013-14(Rs.) (Rs.)

(a) Profit/(Loss) after tax attributable to equity shareholders 32,00,243 (2,85,60,215)(b) Numbers of Equity shares of Rs.10 each 1,76,96,980 1,76,96,980(c) Basic and Diluted Earnings Per Share 0.18 (1.61)

NOTE 39

Certain debit and credit balances including trade receivables, trade and other payables and advances etc. are subject toconfirmation/reconciliation and consequential impact thereof.

NOTE 40

Figures of the previous year have been regrouped / rearranged where ever necessary to conform to the figures of the currentyear.

Signatures to Notes 1 to 40





R. P. SinghPartner


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Peerless Hospitex Hospital and Research Center Limited

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