n. Provisions and contingent liabilities Provisions
A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of such obligation.
Provisions are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognized because it cannot be measured reliably.
Contingent assets are not recognised in the financial statements and are disclosed in the financial statement by way of notes to accounts when an inflow of economic benefit is probable.
Onerous contracts
The Company recognise provisions for onerous contracts, when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for estimated losses, if any, on incomplete contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract. Further, the provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes impairment loss on the assets associated with that contract, if any.
o. Employee benefits Provident Fund ("PF")
Retirement/ post-employment benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the regional PF commissioner. The Company recognised contribution payable to employee provident fund scheme as an expenditure, when an employee renders related service.
Gratuity
Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. The Company has funded part of the gratuity liability by taking out a policy with insurance Company. The difference between the actuarial
valuation of the gratuity of employees at the period-end and the balance of funds with the life insurance corporation of India/Max Life Insurance Company Limited, is provided as liability in the books.
Net interest is calculated by applying the discount rate to the net defined benefit (liabilities/assets). The Company recognized the following changes in the net defined benefit obligation under employee benefit expenses in statement of profit and loss.
(i) Service cost comprising current service cost, past service cost, gain & loss on curtailments and non routine settlements.
(ii) Net interest expenses or income
Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to statement of profit and loss in subsequent periods.
Compensated Absences
Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefits. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.
The Company treats accumulated leave expected to be carried forward beyond twelve months, as long term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year end. Actuarial gains/ losses are immediately taken to the statement of profit and loss and are not deferred. The Company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement beyond 12 months after the reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.
Short-term obligations
Liabilities for wages and salaries, including non monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employee service upto
the end of the financial year and are measured at the amount expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.
Long term incentive plan
Employees of the Company receives defined incentive, whereby employees render services for a specified period. Long term incentive is measured on accrual basis over the period as per the terms of contract.
p. Share-based payments
The Company recognized compensation expenses relating to share-based payments based on estimated fair values of the awards on the grant date. The estimated fair value of awards is recognized as an expense in the statement of profit and loss on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was in substance, multiple awards with a corresponding increase to stock options outstanding account.
q. Cash and cash equivalents and other bank balance
Our cash and cash equivalents and other bank balances comprise deposits with banks and financial institutions, are readily convertible to known amounts.
r. Earning per share
Basic earnings per equity share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period.
Diluted earnings per share is computed by dividing the profit/(loss) after tax by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits/reverse share splits and bonus shares, as appropriate.
s. Foreign currencies
The Company's Financial Statements are presented in Indian Rupee (‘the functional currency') which is also the Company's functional and presentation currency.
Foreign-currency denominated monetary assets and liabilities are translated into the relevant functional currency at exchange rates in effect at the Balance Sheet date. The gains or losses resulting from such
translations are recognized in the Consolidated Statement of Profit and Loss and reported within exchange gains/ (losses) on translation of assets and liabilities, net, except when deferred in Other Comprehensive Income as qualifying cash flow hedges. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. The related revenue and expense are recognized using the same exchange rate.
Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue, expense and cashflow items denominated in foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date of the transaction.
The translation of financial statements of the foreign subsidiaries to the presentation currency is performed for assets and liabilities using the exchange rate in effect at the Balance Sheet date and for revenue, expense and cash-flow items using the average exchange rate for the respective periods. The gains or losses resulting from such translation are included in currency translation reserves under other comprehensive income. When a subsidiary is disposed off, in full, the relevant amount is transferred to net profit in the standalone statement of profit and loss. However when a change in the parent's ownership does not result in loss of control of a subsidiary, such changes are recorded through equity.
Other Comprehensive Income, net of taxes includes translation differences on non-monetary financial assets measured at fair value at the reporting date, such as equities classified as financial instruments and measured at fair value through other comprehensive income (FVOCI).
t. Derivative financial instruments and hedge accounting
Initial recognition and subsequent measurement
The Company holds derivative financial instruments, such as forward currency contracts, to hedge its exposure against foreign currency rates. Such derivative financial instruments are recognized at fair value on initial recognition and are subsequently remeasured at fair value. Although the Company believes that these derivatives constitute hedges from an
economic perspective, they may not qualify for hedge accounting under Ind AS 109, Financial Instruments. Any derivative that is either not designated as hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss. Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in net profit in the statement of profit and loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss and the resulting exchange gains or losses are included in other income/expense. Assets / liabilities in this category are presented as current assets / current liabilities if they are either held for trading or are expected to be realized within 12 months after the balance sheet date.
u. Dividend
The final dividend, including tax thereon, on equity shares is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the board of directors.
v. Segment accounting
The Company's business activity primarily falls within a single reportable business segment and geographical segment namely 'Medical and Healthcare Services' and ‘India' respectively.
w. Current / non-current classification
The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company's operating cycle consists of twelve months.
3.2 Significant accounting judgements, estimates and assumptions
The preparation of the standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a adjustment to the carrying amount of the asset or liability affected in future periods.
Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements are prepared.
Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
Judgements
In the process of applying the Company's accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements.
(a) Impairment
() Impairment testing of goodwill and other
Intangible assets
Goodwill and intangible assets (such as trademarks), that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other intangible assets (including operation and management rights and service agreement which are depreciated over the life) are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less cost of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cashgenerating units). During the year, the Company has carried out the impairment assessment of goodwill and other intangibles (including those appearing in the subsidiaries) and have concluded that there is no impairment in value of goodwill and other intangibles assets as appearing in the financial statements.
(ii) Impairment testing of non-financial assets
The Company's non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset's recoverable amount is estimated. Determining whether the asset is impaired requires to assess the recoverable amount of the asset or Cash Generating Unit ("CGU") which is compared to the carrying amount of the asset or CGU, as applicable. Recoverable amount is the higher of
fair value less costs of disposal or value in use. Where the carrying amount of an asset or CGU exceeds the recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
(Hi) Impairment testing of financial assets
The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs for the impairment calculation based on the Company's past history, existing market conditions as well as forward looking estimates at the end of each financial year.
The Company reviews its trade receivables to assess impairment at regular intervals. In determining of impairment losses, the Company makes judgement as to whether there is any observable data indicating that there is a decrease in the estimated future cash flows and whether a risk of default and expected loss rates exists. Accordingly, an allowance for expected credit loss is made where there is an identified loss event or conditions which is based on historic loss rates, present developments such as liquidity issues and information about future economic conditions, with respect to reduction in the recoverability of cash flows.
(iv) Impairment of investment in subsidiaries
The Company assesses at each reporting date whether there is an indication that an investment may be impaired If any indication exists, or when annual impairment testing for an investment is required. The Company estimates the investment's recoverable amount. A recoverable amount is higher of an investment's CGU's fair value less cost of disposal and its value in use. Where the carrying amount of an investment or CGU's exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the investments. In determining fair value less costs of disposal, appropriate methods are taken into account. On disposal of investment, the difference between net disposal proceeds and the carrying amount are recognised in the statement of profit & loss.
(b) Useful lives of property, plant and equipment
The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company's assets are determined by the Company at the time the asset is acquired based on historical experience with similar assets as well as anticipation of future events, which may impact their life such as technological obsolescence. The estimated useful life is reviewed at least annually.
(c) Taxes
Significant judgement is involved in the interpretation of complex tax regulations, changes in tax laws and determining the amount and timing of future taxable income. The Company recognises provisions and measurement of deferred tax, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.
(d) Assessment of claims and litigations disclosed as contingent liabilities
There are certain claims and litigations which have been assessed as contingent liabilities by the management (also refer note 30) and which may have an effect on the operations of the Company. The management has assessed that no further provision / adjustment is required to be made in the financial statements for the above matters, other than what has been already recorded, as they expect a favorable decision based on their assessment and the advice given by the external legal counsels / professional advisors.
(e) Gratuity and Compensated Absences
The Company liability towards cost of defined benefit plans (i.e. Gratuity and Compensated absences) is estimated using an actuarial valuations involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, attrition and mortality rates and future pension increases. Due to the complexity involved in the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed peiodically and at end of each financial year. at each reporting date.
(f) Fair value measurement of financial instrument
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow ("DCF") model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
3.3 Recent accounting pronouncements, to the extent applicable to the Company
Ministry of Corporate Affairs (“MCA") has not notified any new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules which are effective from April 1, 2024.
During the FY 2022-23 following changes have been made in Promoter shareholdings
(i) During the year ended March 31, 2023, Kayak Investments Holding Pte. Ltd. (“Kayak"), one of the promoter, had divested its entire shareholding held in the Company. Since Kayak ceased to hold any shares or exercise control in any manner whatsoever in the Company, a request was received from Kayak on September 30, 2022 for reclassification of its category from ‘Promoter' to ‘Public' in terms of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the request, the Company had submitted the requisite application seeking approval from stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited, for reclassification of Kayak from ‘Promoter' to ‘Public' category and the same is yet to be approved.
In terms of Shareholders' Agreement dated December 24, 2018 executed by and amongst (i) Mr. Abhay Soi (“Promoter/ Mr. Abhay Soi"); and (ii) Kayak Investments Holding Pte. Ltd. (“Investor/Kayak"), as amended from time to time (“Post Merger SHA") and the Deed of Accession and Adherence dated June 01, 2020 executed by the Company and upon pre-clearance approval accorded by the Board of Directors via resolution passed by circulation on August 18, 2022, 68,74,447 equity shares of the Company as “Upside Share" arise due to achieving of Internal Rate of Return (“IRR") threshold, were transferred to Mr. Abhay Soi by Kayak in dematerialized form at a price of H 10 per 10,000 shares or part thereof, aggregating to a total consideration of H 6,880.
(e) Pursuant to Regulation 31 of the SEBI Listing Regulations, the details of shareholding for the quarter ended March 31, 2024 have been submitted to the stock exchanges.
(f) Shares reserved for issue under employee stock option plan
Information relating to Max Healthcare Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the year end, is set out in note 31.04.
(g) Dividend
During the year ended March 31, 2024, the Company paid a maiden dividend of H 1/- per share (10% of the face value). The Board of Directors at their meeting held on May 22, 2024, recommended a dividend of H 1.5/- per share (15% of face value) out of the profits of the financial year 2023-24, subject to approval of shareholders.
(A) Term loan from banks :
(i) H 17,366 lakhs (March 31, 2023 : H 19,825 lakhs) from IDFC First Bank Limited repayable in 52 quarterly installments from April, 2018 is secured by way of :
(a) A First Mortgage and Charge on entire immovable properties of the Company pertaining to Max Saket Hospital and Max Shalimar bagh Hospital, both present and future.
(b) A first charge by way of hypothecation of entire movable PPE (except the movable current assets) of the Company, both present and future, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, and all other movable PPE of whatsoever nature but excluding the movable properties financed by specific vehicle/equipment finance loans.
(c) A charge on the entire current assets including cash flows, receivables, books debts, revenues, raw material, stock-in-trade, and inventory of the Company of whatsoever nature and wherever arising, both present and future (subject to a prior charge in favor of working capital Lenders restricted to working capital limits of H 21,000 lakhs in aggregate).
(d) A first charge on the entire intangible assets of the Company, including but not limited to goodwill and uncalled capital, intellectual property, both present and future.
(e) A first charge/mortgage/assignment, as the case may be, of -(a) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the project document, duly acknowledged and consented to by the relevant counter-parties to such project documents, all as amended, varied or supplemented from time to time (b) subject to applicable law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the Clearance, and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the project document, (d) all the right, title, interest, benefits claims and demands whatsoever of the Company under all insurance contracts.
(ii) H 1,717 lakhs (March 31, 2023: H 1,714 lakhs) from Indusind Bank Limited repayable in 150 monthly installments from June,
2019 is secured by way of:
(a) 1st Pari Pasu charge on the entire current assets, both present and future, subject to the first prior charge of working capital facility lenders to the extent of H 21,000 lakhs.
(b) 1st Pari Passu charge on the moveable fixed asset (excluding vehicles specifically charged to lenders who have financed those assets) including medical equipment (except medical equipment specifically charged to lenders who have financed those assets), movable plant and machinery, spares etc. of the borrower with other term lenders.
(c) 1st Pari Passu charge on the non-current asset of the borrower but not limited to goodwill and uncalled capital, intellectual property, both present and future of the borrower with other term lenders.
(iii) H 2,195 lakhs (March 31, 2023: H 3,094 lakhs) from IDFC First Bank Limited repayable in 23 quarterly installments from
August, 2022 is secured by way of :
(a) 1st Pari Passu on charge on land and building of MHIL Saket and MHIL Shalimar Bagh with other term lenders
(b) 1st Pari Passu on entire intangible assets both present and future with other term lenders
(c) 1st Pari Passu on entire movable fixed assets of MHIL both present and future (except equipment/ vehicle finance by specific loans) with other term lenders
(d) 2nd Pari Passu on entire current assets of MHIL with other term lenders (working capital lenders have first charge on the entire current assets for their working capital limits of H 21,000 lakhs).
(iv) H 2,768 lakhs (March 31, 2023: H 2,781 lakhs) from Axis Bank Limited repayable in 52 structured quarterly installment
from January, 2019. The loan is secured by way of:
a) First pari passu charge over the movable fixed assets of the Company both present and future (except vehicle financed by banks/NBFCs)
b) Second Pari Passu charge on current assets of the Company.
(B) Vehicle loan :
Vehicle loans of H 246 lakhs (March 31, 2023: H 445 lakhs) are repayable over the period ranging from one to five years and
are secured by way of hypothecation of respective vehicles.
Term loan/vehicle loan is chargeable to interest from 7.25% per annum to 12.01% per annum depending upon the purpose, tenure and lending institution.
(C) Loan from related party :
(a) 9.75% p.a. (March 31, 2023: 9.25% p.a.) interest bearing unsecured term loan of H 6250 lakhs (March 31, 2023: H 6,272 lakhs) availed from Hometrail Buildtech Private Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.
(b) 9.75% p.a. (March 31, 2023: 9.25% p.a.) interest bearing unsecured term loan of H Nil (March 31, 2023: H 8,049 lakhs) availed from Crosslay Remedies Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges. During the year, the Company has prepay of H 8,049 lakhs to Crosslay Remedies Limited.
(c) 9.75% p.a. (March 31, 2023: 9.25% p.a.) interest bearing unsecured term loan of H 1,000 lakhs (March 31, 2023: H 1,000 lakhs) availed from ALPS Hospital Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period of five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.
(D) Cash credit from banks (secured)
(i) (a) H 579 lakhs (March 31, 2023: H 883 lakhs) against sanctioned limit of H 3,500 lakhs from Yes Bank Limited.
(b) H 818 lakhs (March 31, 2023: H 647 lakhs) against sanctioned limit of H 2,000 lakhs from Indusind Bank Limited.
(c) H 201 lakhs (March 31, 2023: H 247 lakhs) against sanctioned limit of H 2,000 lakhs from ICICI Bank Limited.
(d) H 929 lakhs (March 31, 2023: H 269 lakhs) against sanctioned limit of H 2,000 lakhs from IDFC First Bank Limited.
These cash credits are secured by way of first pari - passu charge on all current assets of the Company (both present and future). The cash credits are repayable on demand.
(ii) Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts
(E) Deferred payment liabilities :
Deferred payment liabilities is secured by hypothecation of medical equipment and repayable in 20 quarterly instalments from June 2018.
(j) The average duration of the defined benefit plan obligation at the end of the financial year 5 Years (March 31, 2023: 5 years).
(k) The partial plan assets are maintained with LIC of India.
(l) The Company expects to contribute H 806 lakhs (March 31, 2023: H 660 lakhs) to the plan during the next financial year.
(m) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including demand and supply in the employment market. The above information is as certified by the actuary.
(n) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.
(o) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the financial year.
51.03 Provident Fund
Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the regional PF Commissioner. The Company recognize contribution payable to provident fund scheme as an expenditure, when an employee renders related service.
51.04 Share based payment plans
A. Equity settled plans
The Nomination and Remuneration Committee of Board of Directors of the Company (“NRC") approved the grant of 67,86,904 and 88,15,709 Employee stock options under the MHIL ESOP 2020 scheme & MHIL ESOP 2022 scheme respectively to the eligible employees of the Company and its subsidiaries. These options will vest subject to requirements of the SEBI SBEB Regulations and the respective MHIL ESOPs scheme.
ESOPs granted under the MHIL ESOP 2020 scheme shall vest after 1st and 2nd year from the date of grant at exercise price of H 10 per share and ESOPs granted under the MHIL ESOP 2022 scheme shall vest between 3rd to 5th year from the date of grant at exercise price of H 350 per share.
The stock options vesting is subject to service and certain performance conditions mainly pertaining to certain financial parameters.
The movement in the number of stock options and the related weighted average exercise prices are given in the table below:
The market value of shares as on the date of exercise of the options is much higher than the fair value of the stock options as on the date of grant. ESOP value to the extent of a) the difference between the fair value of the equity shares on the date of exercise and exercise price paid by the employees and b) expense already recognised in the books of account (based on fair value of the grants) is not debited to the profit and loss account of the Company in the books of account, in terms of above accounting principles.
However, basis the legal advice, total amount of H 4,652 lakhs pertaining to ESOP Scheme 2020 can be claimed as deduction in the returns of income of the Company and accordingly, the Company has claimed such tax deduction in computation of income for tax purposes for the financial year 2023-24. Balance amount pertaining to vested but unexcised shares of ESOP Scheme 2020 shall be claimed as deduction, on the basis of principle mentioned in above para, in the year in which options are exercised.
H 3,414 lakhs (ESOP Scheme 2022) debited to profit and loss account is to be carried forward and will be claimed as deduction in the year in which options pertaining to ESOP Scheme 2022 are exercised.
The Company assessed that the carrying value of all financial assets and financial liabilities approximates the fair value.
The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
Long-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.
The fair value of unquoted instruments, loans from banks and other financial liabilities as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use observable and unobservable inputs in the model, of which the significant observable and unobservable inputs are disclosed in the table below. Management regularly assesses a range of reasonably possible alternatives for those significant observable and unobservable inputs and determines their impact on the total fair value.
The fair values of the Company's interest-bearing borrowings and other non-current financial liabilities are determined by using DCF method using discount rate that reflects the issuer's borrowing rate as at the end of the financial year. The own nonperformance risk as at March 31, 2024 was assessed to be insignificant.
31.08 Fair value hierarchy
The fair value hierarchy is based on inputs used in valuation techniques that are either observable or unobservable and consists of three levels. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:
Level 1: Inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.
31.09 Financial risk management objectives and policies
The Company has instituted an overall risk management programme which seeks to minimize potential adverse effects on the Company's financial performance. The Company uses forward covers to hedge foreign currency risk exposures. Financial risk management is carried out by a corporate finance department under policies approved by the Audit Committee and Risk Management Committee from time to time. The Corporate Finance department, evaluates and hedges financial risks in close cooperation with the various stakeholders. The Audit Committee and Risk Management Committee approves principles for overall financial risk management, as well as policies covering specific areas, such as foreign exchange risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.
The Company is exposed to capital risk, liquidity risk, credit risk and market risk. These risks are managed pro-actively by the senior management of the Company, duly supported by various functionaries and Committees.
a) Capital risk
The Company's objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to its shareholders and benefits for other stakeholders and to provide for sufficient capital expansion. The capital structure of the Company consists of equity and debt, which includes the borrowings disclosed in notes 17,18 and 21(i), cash and cash equivalents disclosed in note 14(ii) and equity as disclosed in the statement of financial position. The Company uses the Debt : Equity as well as Net Debt to EBITDA ratio to measure the funding versus raising of additional share capital requirement. Debt: Equity ratio is calculated as debt divided by the Shareholder's Fund and for calculating Net Debt to EBITDA, Net Debt is divided by the Normalized EBITDA for continued and discontinued operations. Net debt is calculated as long term and short term borrowings (including current maturities) as shown in the note 17,18 and 21(i) less net cash and cash equivalents. Normalized EBITDA is defined as earnings before interest, tax, depreciation and amortization for continued and discontinued operations. In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to reduce debt or raise debt and review decision on distributions to the shareholders. The Debt : Equity ratio of the Company as at March 31, 2023 and March 31, 2024 stood at 0.08 and 0.06 respectively.
Note : The cash and cash equivalents is more than the debt amount. Accordingly, net debt to EBITDA ratio is indeterminable as at March 31, 2023 & March 31, 2024
The Audit and Risk Management Committee and the Senior management review the status vis a vis approved maximum limit of debt, based on lower of ratio of Debt : Equity of 2:1 and Net Debt to EBITDA ratio of 4:1.
b) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company employs prudent liquidity risk management practices which inter alia means maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. Given the nature of the underlying businesses, the corporate finance maintains flexibility in funding by maintaining availability under committed credit lines and this way liquidity risk is mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared not only for the entities but the Group as a whole and the utilized borrowing facilities are monitored on a periodic basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Company while borrowing funds for large capital project, negotiates the repayment schedule in such a manner that these match with the generation of cash on such investment.
c) Credit risk
Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.
(i) Trade receivables
Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management department assesses the credit quality of the customer, taking into account its financial position, past experience and other factor. The Company provides credit to individuals on exceptional basis only. An impairment analysis is performed at each reporting date on an individual basis. Trade receivables comprise a widespread customer base and a large part of these constitutes dues from the State and Central Government bodies and institutions owned and managed by the State. Trade receivables includes amount from other healthcare service providers, with whom Company has long term agreements. A large segment of the Company's customers settle their bill in cash or using major credit cards on discharge date as far as possible. Further, a fairly large proportion of the customers are discharged post confirmation of third party administrator of the insurance companies, with whom the Company has a written contract. The Company provides for allowance for deductions based on empirical evidence whereby the receivables from various counterparties is marked down at the time of recognition of revenue. The management does not expect any significant loss from non-performance by counterparties on credit granted during the financial year under review that has not been provided for.
(ii) Financial instruments and cash deposit
Credit risk from balances with banks and financial institutions is managed by the Company's treasury department in accordance with the Company's policy. Investments of surplus funds are made in bank deposits and other risk free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party's potential failure to make payments. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned by international and domestic credit rating agencies.
The Company's maximum exposure to credit risk for the components of the balance sheet as at March 31, 2024 and March 31, 2023 is the carrying amounts and the liquidity table above.
d) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at March 31, 2024. The analysis exclude the impact of movements in market variables on the carrying
values of gratuity and other post-retirement obligations, provisions, and the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2024.
(i) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes in foreign exchange rates relates primarily to the Company's operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.
Foreign currency risk sensitivity
Based on all other variables remaining constant, the following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rates as well as the impact of foreign exchange sensitivity on the profit and loss of the Company as a result of changes in the fair value of its monetary assets and liabilities.
31.12 Capital management
For the purpose of the Company's capital management, capital includes issued equity attributable to the equity shareholders of the Company, share premium and all other equity reserves. The primary objective of the Company's capital management is to maintain an efficient capital structure and maximize the shareholder value.
The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital. The Company's policy is to keep the gearing ratio between 20% and 50%. The net debt includes borrowings and lease liabilities, less cash and cash equivalents, excluding discontinued operations.
31.14 Impairment assessment of recoverable amounts from healthcare service providers
(a) Impairment assessment of recoverable amounts from other healthcare service providers with whom the Company has long term medical service agreement
The Company has amount receivable amounting to H 43,483 lakhs (March 31, 2023 : H 39,975 lakhs) from other healthcare service providers, i.e., Devki Devi Foundation, Balaji Medical and Diagnostic Research Centre and Gujarmal Modi Hospital & Research Centre for Medical Sciences with whom the Company have long term medical services and pathology service agreement (‘Service Agreements'). Amounts recoverable include the following:
- Trade receivable aggregating to H 9,656 lakhs (March 31, 2023 : H 10,284 lakhs)as non-current [Refer note 10(ii)] and H 3,398 lakhs (March 31, 2023 : H 3,181 lakhs) as current trade receivable for amounts due against Service agreements.
- an amount of H 17,853 lakhs (March 31, 2023 : H 17,853 lakhs) as security and performance deposit as per the terms of Service Agreement. In addition, an amount of H 6,000 lakhs (March 31, 2023 : H 2,000 lakhs) has been advanced as loan.
- H 6,576 lakhs (March 31, 2023 : H 6,657 lakhs) as prepaid expenses, difference between present value and security and performance deposit given.
The recovery of these balances depends on the future cash flows and earning capacity of these healthcare service providers. Management has carried out an assessment and have concluded that the amounts are fully recoverable and no impairment in the value of the amount is necessitated.
(b) Impairment assessment of recoverable amounts from controlled entity (‘Silo’) with whom the Company has long term Operation and Management Agreement
The Company has amount receivable amounting to H 21,502 lakhs (March 31, 2023 : H 29,427 lakhs) from Dr. B L Kapur Memorial Hospital ('the Hospital') with whom the Company has long term Operation and Management (‘O&M') Agreement. Under terms of O&M agreement, the Company is eligible for fixed and variable management fees from the Hospital for managing the hospital activities as per terms of the agreement. Amounts recoverable include the following:
- Loan aggregating to H 20,856 lakhs (March 31, 2023 : H 28,856 lakhs)[Refer note 10(iii)] carrying interest @ 10.25% repayable on quarterly basis as per agreement till the entire outstanding loan is repaid.
- Trade receivables aggregating to H 602 lakhs (March 31, 2023 : H 533 lakhs) towards management and other services.
- Unbilled revenue aggregating to H 3,479 lakhs (March 31, 2023 : Nil) towards variable management and operation fee.
- H 44 lakhs (March 31, 2023 : H 38 lakhs) as prepaid expenses, difference between present value and security and performance deposit given.
Management has carried out an assessment and have concluded that the amounts are fully recoverable and no impairment in the value of the amount is necessitated.
31.15 As per the provision of section 135(5) of the Companies Act, 2013 the Company has to incur at least 2% of average net profit of the preceding three financial years toward corporate social responsibility ("CSR"). Accordingly, a CSR committee has been formed for carrying out CSR activity as per schedule VII of the Companies Act, 2013. The Company has contributed a sum of H 544 lakhs (March 31, 2023: 169 lakhs) to healthcare trust hospital towards the treatment of economic weaker section patient and debited the same to the statement of profit and loss.
31.16 The Company does not have any transactions with struck off Companies under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.
31.17 The Board of Directors of ALPS Hospital Limited (''ALPS'TTransferor') and Max Hospitals and Allied Services Limited (''MHASL'V'Transferee') (formerly known as Radiant Life Care Mumbai Private Limited) at their respective meetings held on May 16, 2022 approved the Scheme of Amalgamation (hereinafter referred to as 'Scheme') under the provision of Sections 230 to 232 of the Companies Act, 2013 and relevant rules made thereunder, for the merger of ALPS with MHASL. The Scheme is subject to necessary statutory and regulatory approvals under applicable laws (including approval of the Hon'ble National Company Law Tribunal, Mumbai Bench).
31.18 Pursuant to the amendment in the schedule III, the figures for the previous year have been regrouped/ reclassified, wherever necessary, to correspond with the current year end classification/ disclosure.
31.19 Business combination
The Company had acquired 100% shares in Saket City Hospitals Limited (‘SCHL') over a period of time, at a cost of H 86,811 lakhs and SCHL became a wholly owned subsidiary of the Company with effect from March 15, 2021. The investment in SCHL was fair valued under IND AS 103 in the books of the Company upon a business combination transaction on June 1, 2020 at H 111,864 lakhs.
During the year ended March 31, 2023, the Board of SCHL and shareholder (the Company) approved voluntary liquidation of SCHL under Section 59 of Insolvency and Bankruptcy Code, 2016 in order to consolidate the operations of SCHL with that of the Company to unleash operational efficiencies and other synergies. On August 31, 2022, the liquidator of SCHL appointed by the Company distributed the entire business undertaking of SCHL to the Company on a going concern basis, with effect from close of business hours on August 31, 2022.
During the year ended March 31, 2024, National Company Law Tribunal (“NCLT") ordered dissolution of SCHL and directed the liquidator to file the order with Registrar of Companies and Insolvency and Bankruptcy Board of India. Accordingly, SCHL stands “Dissolved" under section 59(8) of the Insolvency and Bankruptcy Code, 2016.
Accounting impact of the voluntary liquidation
The said distribution of business undertaking was accounted for using the pooling of interests method in accordance with Appendix C of Ind AS 103 ‘Business combinations of entities under common control'.
31.22 No funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
31.23 The Company was not required to transfer any amount to Investor Education and Protection Fund during the year.
31.24 Other statutory information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) The Company has not accepted any deposit or amount which are deemed to be deposits.
(v) The Company has not entered into any non cash transaction with its directors or person connected with its directors.
(vi) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey) or any other relevant provisions of the Income Tax Act, 1961.
(vii) The Company has not been declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
31.25 The figures have been rounded off to the nearest lakhs of rupees up to two decimal places. The figure 0.00 wherever stated represents value less than H 50,000/-.
31.26 Note No.1 to 31 form integral part of the standalone financial statements.
For and on behalf of the Board of Directors of MAX HEALTHCARE INSTITUTE LIMITED
ABHAY SOI
Chairman and Managing Director DIN:00203597
Mumbai, India May 22, 2024
YOGESH KUMAR SAREEN DHIRAJ ARORAA
(Chief Financial Officer) Company Secretary
ICAI Membership Number: 087383
New Delhi, India Mumbai, India
May 22, 2024 May 22, 2024
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