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Max Healthcare Institute Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 78506.72 Cr. P/BV 10.59 Book Value (Rs.) 76.25
52 Week High/Low (Rs.) 910/468 FV/ML 10/1 P/E(X) 71.15
Bookclosure 08/09/2023 EPS (Rs.) 11.35 Div Yield (%) 0.00
Year End :2023-03 

4.04 Pursuant to e-auction dated August 27, 2021, Haryana Shehri Vikas Pradhikaran (“HSVP”) had allotted a land parcel admeasuring ~ 6.11 acres located at Sector 53 in Gurugram (Haryana) to the Company on December 28, 2021 for setting up a hospital (“Project”) at a consideration of INR 9550.46 lakhs, which was capitalised in the books of account. Subsequently, vacant physical possession of land was given to the Company on February 23, 2022. On December 21, 2022, the allotment was unilaterally cancelled by HSVP, on the grounds that a part of the land (measuring 2.58 acre) could not be transferred by the previous developer/land owner (‘party’) to HSVP as stipulated in the license granted by HSVP to such party earlier. The above unilateral cancellation of the allotment of the land by HSVP was followed by a bank remittance of INR 9928.73 lakhs towards cost of land of INR 9550.46 lakhs earlier paid by the Company and interest thereon of INR 378.27 lakhs (net of TDS of INR 42.03 lakhs) upto the date of the cancellation.

The Company has challenged the unilateral and arbitrary cancellation of allotment of the land by HSVP in the Hon’ble Punjab and Haryana High Court as it is in violation of allotment letter and the Hon’ble High Court has admitted the petition and directed all parties to maintain status quo. The Company is seeking appropriate legal recourse for revocation of cancellation and restoration of the allotment of said land by HSVP at the earliest.

The amount remitted by HSVP has thus, been recorded as a liability [refer note 21(iv)] by the Company and no adjustment has been made in the financial statements with respect to any balances carried in the books of account towards allotment and capitalisation and any subsequent expenditure incurred in connection with the land/Project.

4.05 The Company has not revalued any of its property, plant and equipment during the year.

4.06 For the information in respect to contractual capital commitments for purchase of property, plant and equipment refer note 30(B).

4.07 Additions during the financial year ended March 31, 2023 include INR 5,527 lakhs towards 92 bedded onco tower at Shalimar Bagh.

5.01 In respect of immovable properties that have been taken on lease and disclosed in financial statements as right-of-use assets, the lease agreements are duly executed in favour of the Company.

5.02 Modification mainly represents amendment in lease terms for one of the hospitals.

5.03 The depreciation on right-of-use assets use for ongoing projects amounting to INR NIL lakhs (March 31, 2022 :INR 24 lakhs) has been included in cost of capital work-in-progress.

a) These calculations use cash flow projections over a period of six years/balance tenure of O&M agreement based on internal management budgets and estimates.

b) Terminal value is arrived by using sixth year’s forecasted cash flows to perpetuity using a constant long-term growth rate. This long-term growth rate takes into consideration external macroeconomic sources of data.

c) The discount rates used are based on the Company’s weighted average cost of capital of a comparable market participants, which is adjusted for specific risks.

Based on the assessment, the management has concluded that there is no impairment of goodwill in respect of the CGU’s. The management believes that any reasonably possible further change in key assumptions on which recoverable amount is based would not cause the carrying amount of the goodwill related to each of the significant units to exceed its recoverable amount

8.01 Operation & Management right

(a) The Company has entered into Operation & Management agreement (“O&M agreement”) with Lahore Hospital Society (“a Society”), as per the terms of this agreement, the Company has exclusive right to equip, administer, upgrade, manage, operate and supervise the Dr. B.L. Kapur Memorial Hospital (a hospital of Society) (referred to as deemed separate entity i.e. ‘Silo’). Rights obtained under O&M agreement, has been recognised as identifiable intangible assets and are amortised over the duration of contract i.e. 45 years till May 2054. This includes:

(i) INR 6,286 lakhs (March 31, 2022 : INR 6,286 lakhs) as ‘Operation and Management Rights’ of Dr. B. L. Kapur Memorial Hospital, to the extent the value of investments over the fair value of net assets on merger of erstwhile Radiant Life Care Private Limited and Halcyon Investment during the financial year ended March 31, 2017.

(ii) I NR 1,492 lakhs (March 31, 2022 : INR 1,492 lakhs) which represent the difference between the non-interest bearing refundable security deposit given under terms of O&M agreement and the present value of the same.

8.02 Pursuant to business combination accounting on June 01, 2020 as per Composite Scheme of Amalgamation and

Arrangement (‘Scheme’), identified intangible assets of accounting acquiree i.e. Max Healthcare Institute Limited were

measured at fair value on acquisition date, as determined by independent valuation expert engaged by the Company.

These intangible assets include:

i) Service agreement : Service Agreement is an intangible asset identified in terms of accounting principles of Ind AS, arising from medical service agreement and radiology and pathology agreement (‘Agreements’), between the Company and other healthcare service providers to provide medical services. The Company receives service fees in consideration of medical services provided. Upon business combination accounting on June 01, 2020, service agreements of INR 1,70,320 lakhs were recognised as per Ind AS 103 at acquisition date fair value determined by independent valuation expert engaged by the Company. Such service agreements are amortised as per the terms of respective agreements.

ii) Trademarks : Hospital units held by accounting acquiree (Max Healthcare Institute Limited, operate under the name of ‘Max Healthcare’ Trademark. The Company uses ‘Max Healthcare’ trademark and this trademark was transferred as part of the Scheme. Accordingly, Trademark was recognised at the time of merger as per Ind AS 103 at acquisition date fair value determined by independent valuation expert engaged by the Company. The trademark have indefinite life and carried at acquisition date fair value less impairment losses, if any.

(iii) Non compete fee of INR 1,311 lakhs has been recognised upon business combination as per Ind AS 103. Such non compete fee is amortised over the period of non compete agreement.

(i) Projects in progress as at March 31, 2023 and March 31, 2022 INR 4,563 lakhs represents long terms service agreement with Muthoot Hospitals Private Limited (“MHPL”). The Company on January 20, 2022 has entered into a long term services agreement with Muthoot Hospitals Private Limited (“MHPL”) towards operations and management (“O&M”) of 300 beds hospital being constructed and developed at Sector 10 Dwarka, New Delhi. The Services Agreement will have an initial term of 30 (thirty) years from the date of construction completion notice (‘effective date’). The Company has paid an interest free refundable performance deposit under terms of Service Agreement, and will be entitled to a fixed and a variable service fee as stipulated in the Services Agreement upon provision of services from the effective date. The difference between the non-interest bearing refundable security deposit given under terms of O&M agreement and the present value of the same at the transaction date, has been recognised as identifiable intangible assets under development. Such intangible asset on completion of development will be amortised over the duration of contract i.e. 30 years from the effective date.

(i) During the year ended March 31, 2022, the Company purchased 100 equity shares of INR 10 each of Max Hospitals and Allied Services Limited (Formerly known as Radiant Life Care Mumbai Private Limited) (“MHASL”) from Mr. Abhay Soi at a total consideration of INR 9,506, based on the valuation report dated December 3, 2021 by an independent valuer. Accordingly, MHASL has become wholly owned subsidiary of the Company w.e.f. January 28, 2022.

(ii) On June 02, 2021, Max Lab Limited (“MLL”) was incorporated in India as a wholly owned subsidiary of the Company to inter alia pursue healthcare services or diagnostic testing, third party Hospital Lab Management in India or elsewhere, for

providing range of diagnostic services including pathology lab services, prognostic monitoring services, testing to retail customers and other organisations etc. Further, during the year ended March 31, 2023, the Company has made an additional investment of an amount INR 1,500 lakhs (as at March 31, 2022: INR 500 lakhs) in Max Lab Limited by way of subscription towards rights issue of 1,50,00,000 equity shares.

(iii) On July 12, 2021, Max Healthcare FZ-LLC, was incorporated in Dubai Healthcare City, United Arab Emirates as a wholly owned subsidiary of the Company for the purpose of business development and support services to potential international medical value travelers from Middle East and Africa region. Further, during the year ended March 31, 2023, the Company has made an additional investment for an amount of INR 483 lakhs (as at March 31, 2022: INR 101 lakhs) in Max Healthcare FZ-LLC, by way of subscription towards rights issue of 2,250 (as at March 31, 2022: 500) equity shares of Max Healthcare FZ-LLC.

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person. Neither any trade nor other receivables are due from firms or private companies in which any director is a partner, director or a members.

Max Medical Services Limited (merged with the MHIL with effect from October 1, 2016) on December 10, 2001, had entered into an agreement with a healthcare service provider to construct a hospital building of Devki Devi Foundation (“DDF”). The phase I of the construction was completed and handed over in financial year 2004-05 for a consideration of INR 2,431 lakhs. The said consideration is receivable in equal instalments over 26.5 years from the handover date. Further, the Company completed phase II of the construction in financial year 2010-11 and handed over the possession for a consideration of INR 3,520 lakhs. The said consideration is receivable in equal instalments over 20.5 years from the handover date. The recoverable value was fair valued on the date of business combination, based on expected cash flow as per the contractual terms and accordingly recognised.

Since the receipt of the consideration is spread over 26.5 years and 20.5 years respectively for phase I and phase II, an income amounting to INR 182 lakhs (March 31, 2022 : INR 180 lakhs), has been recognized based on a fixed percentage of the turnover of the healthcare service provider and disclosed under “Other income” as income from deferred credit and INR 1,207 lakhs (March 31, 2022 : INR 1,242 lakhs) as interest income on fair valuation of trade receivables under “Finance income”. Also refer note 31.14.

(iv) On February 10, 2022, the Company entered into Shareholders Agreement for purchase of 100% equity of Eqova Healthcare Private Limited (“Eqova”) in tranches. Accordingly, the Company acquired 26% stake in Eqova on February 15, 2022 and also placed a deposit of INR 6,840 lakhs in escrow account towards purchase of a further stake of 34%, subject to agreed conditions precedent. Subsequently, on April 13, 2023, the Company completed the acquisition of 34% stake in Eqova upon exercise of put option by one of the shareholders of Eqova pursuant to option agreement entered into by the Company, Eqova and such shareholder of Eqova on February 10, 2022. Further, the Company shall acquire the remaining stake of 40%, upon exercise of put / call options as per shareholders option agreement.

(v) During the year ended March 31, 2022, the Company has made an additional investment for an amount upto INR 5,000 lakhs in ALPS Hospital Limited (“ALPS”), a wholly owned subsidiary of the Company, by way of subscription towards rights issue of 6,83,990 equity shares of ALPS. Further, ALPS has made acquisition of 100% equity shares of ET Planners Private Limited. Accordingly, ET Planners Private Limited has become a wholly owned subsidiary of ALPS and a step down wholly owned subsidiary of the Company with effect from August 27, 2021.

(vi) During the year ended March 31, 2023, the Company has acquired balance 1,41,148 (March 31, 2022: 2,39,67,993) equity shares of Crosslay Remedies Limited (“CRL”). As post acquisition the Company holds 100% equity stake in CRL (as at March 31, 2022: 99.90%) accordingly, CRL has become wholly owned subsidiary of the Company w.e.f. June 03, 2022.

(vii) On May 19, 2019, MHC Global Healthcare (Nigeria) Ltd, was incorporated in Nigeria, as a wholly owned subsidiary of the Company for the purpose of business development and support services to potential international medical value travelers from Middle East and Africa region. Further, the Company has made an investment for an amount upto INR 193 lakhs in MHC Global Healthcare (Nigeria) Ltd, by way of subscription towards fresh issue of 1,00,00,000 equity shares of MHC Global Healthcare (Nigeria) Ltd.

(viii) As per the ESOP scheme, the Company is eligible to issue ESOP to employees of the subsidiaries. Further as per Ind AS 102, if parent grants share-based payment to employees of subsidiary, parent will debit to investment in the subsidiary as a capital contribution and a credit to equity. Total 27,61,439 (March 31, 2022: 5,11,628) number of equity options granted under share based payment to employees of the subsidiaries.

(x) During the year ended March 31 2023, the liquidator, appointed pursuant to scheme of voluntary liquidation approved by the shareholders of Saket City Hospitals Limited (“SCHL”), a wholly owned subsidiary of the Company, had distributed the entire business undertaking of SCHL to the Company, on a going concern basis. 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’. Accordingly, the comparative financial information of the standalone financial statements for the previous periods have been restated to give effect of the consummation of business undertaking from beginning of the period disclosed. (Also refer note 31.19)

(A) Loans to related parties include:

(a) I nterest bearing loan amounting to INR 28,856 lakhs (March 31, 2022: 32,856 lakhs) given to Dr. B.L. Kapur Memorial Hospital, to fulfil obligation under the Operation and Management Agreement. As per the agreement, earlier the interest rate was 12% per annum which was reduced to 10.25% p.a w.e.f April 01, 2021, based on mutual understanding as per terms of contract.

(b) Interest bearing loan amounting to INR 12,250 lakhs (March 31, 2022: 6,300) given to Max Hospitals and Allied Services Limited (formerly known as Radiant Life Care Mumbai Private Limited), for business operations, repayment of debts and other general corporate purpose. As per the agreement, earlier the interest rate was 10.25% per annum which was reduced to 9.25% p.a w.e.f April 01, 2022 for the year ended March 31, 2023, based on mutual understanding as per terms of contract.

(c) I nterest bearing loan amounting to INR 205 lakhs (March 31, 2022: NIL) given to Max Healthcare FZ-LLC, Dubai, for business operations, repayment of debts and other general corporate purpose, repayable within 3 year from the date of disbursement and carries interest rate of 7.0% p.a, based on Secured Overnight Financing Rate (“SOFR”).

(d) Interest bearing loan amounting to INR 1,500 lakhs (March 31, 2022: NIL) given to Max Lab Limited for business operations, repayment of debts and other general corporate purpose, repayable within 5 year from the date of disbursement and carries interest rate of 9.25% p.a.

(B) During the year ending March 31, 2023, the Company has redeemed 20,00,000 0% non convertible redeemable preference shares of INR 100 each allotted by Hometrail Buildtech Private Limited (“HBPL”) for INR 4,711 lakhs along with premium of INR 2,711 lakhs.

(C) During the year ending March 31, 2022, the Company advanced amount of INR 176 lakhs and INR 188 lakhs respectively towards such investment in equity of MHC Global Healthcare (Nigeria) Limited and Max Healthcare FZ-LLC (Dubai). Shares were not allotted till March 31, 2022. Further, during the year ended March 31, 2023, the Company has been allotted equity shares in MHC Global Healthcare (Nigeria) Limited and Max Healthcare FZ-LLC (Dubai) against respective advances, outstanding as on March 31, 2022.

(D) Loan to other healthcare service providers represents:

Interest bearing loan amounting to INR 2,000 lakhs (March 31, 2022: 6,000 lakhs) given to Gujarmal Modi Hospital & Research Centre. Loan carries interest rate @ 9.25% for the year ended March 31, 2023 (March 31, 2022: 10.25%). These loans are extended by the Company to enhance the depth and width of its offering under the medical service agreement, leading to growth in its revenue and profitability. The Company does not expect any default. Also refer to note 31.14.

(i) During the financial year ended March 31, 2022, amount of INR 6,880 lakhs was deposited in escrow account towards purchase of further stake of 34% in Eqova Healthcare Private Limited subject to agreed condition precedent. Further, on April 13, 2023, the Company completed the acquisition of additional 34,000 equity shares having face value of INR 10 each fully paid up of Eqova representing 34% of paid up equity share capital of Eqova. The amount has been re-classified to current financial assets as on March 31, 2023.

(ii) Security deposits includes INR 17,853 lakhs (March 31, 2022: 17,853 lakhs) given to Devki Devi Foundation, Balaji Medical and Diagnostic Research Centre and Gujarmal Modi Hospital & Research Centre under the term of long term service agreements with these healthcare service providers. The deposit carry interest @9.25% per annum (March 31, 2022: 10.25% per annum) and are provided by the Company to enhance the depth and width of its offering under the medical service agreement, leading to growth in its revenue and profitability. The Company does not expect any default. Also refer note 31.14.

(iii) The Company has determined its security deposits not to be in the nature of loans since these are given in normal course of business and accordingly have been classified as part of other financial assets.

(i) Capital advances includes:

(a) Carrying value aggregating to INR 2,898 lakhs (March 31, 2022 : INR 2,898 lakhs) relates to pending land allotment by Greater Noida Industrial Development Authorities (“GNIDA”). The Company has applied to GNIDA for possession of land and is in regular discussion with GNIDA for the pending allotment to the Company.

(b) I NR 4,189 lakhs (March 31, 2022 : INR 7,552 lakhs) as an advance for purchase of Transferable Development Rights (“TDR”) from a third party, for purposes of increasing floor space index in connection with newly acquired hospital project land in Sector-53 and Sector-56, Gurugram. During the year, the Company has received TDR certificate of INR 3,363 lakhs for land in Sector 56 Gurugram and accordingly, same have been transferred into CWIP.

(ii) Other advances represents amount receivable from Greater Mohali Area Development Authority (“GMADA”) upon nonallotment of land by GMADA. The Company has filed claim for a refund of the amount paid and based on the discussions between GMADA officers and Company representative, an amount of INR 1,156 lakhs (net of estimated deduction) has been considered recoverable in the books of account.

(i) Margin money deposits given as security includes:

INR 34 lakhs (March 31, 2022: INR 48 lakhs) to secure bank guarantee issued to government authorities.

INR 26 lakhs (March 31, 2022: INR 25 lakhs) to secure bank guarantee issued to bank against overdraft limit.

INR 83 lakhs (March 31, 2022: Nil) margin money issued to bank against letter of credit.

(ii) Amount of INR 7,234 lakhs (March 31, 2022: INR 6,880 lakhs) is deposited in escrow account towards purchase of further stake of 34% in Eqova Healthcare Private Limited subject to agreed condition precedent. Further, on April 13, 2023, the Company completed the acquisition of additional 34,000 equity shares having face value of 0 10 each fully paid up of Eqova representing 34% of paid up equity share capital of Eqova consequent to contractual obligation of the Company to acquire equity shares of Eqova upon exercise of put option by one of the shareholders of Eqova pursuant to option agreement entered into by the Company, Eqova and such shareholder of Eqova on February 10, 2022. Also refer note 9(iv).

During the year ended March 31, 2023, the Company issued and allotted 13,09,370 (March 31, 2022: 36,68,449) ordinary shares of INR 10 each on exercise of employee stock options granted under the Company’s Employee Stock Option 2020 Scheme.

(b) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

During the FY 22-23 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 INR 10 per 10,000 shares or part thereof, aggregating to a total consideration of INR 6,880.

During the FY 21-22 following changes have done in Promoter shareholdings

(i) I n August, 2021, Kayak transferred 27,26,754 equity shares through open market sale towards compliance with the minimum public shareholding (MPS) threshold. In addition, Kayak has sold 18,64,79,885 equity shares through block trade during the year. Further, 1,35,67,988 equity shares were sold to Mr. Abhay Soi.

(ii) Promoter named Mr Analjit Singh, Ms. Piya Singh, Mrs. Neelu Analjit Singh, Ms. Tara Singh Vachani, Mr. Veer Singh & Max Ventures Investment Holdings Private Limited are classified from ‘Promoter' category to ‘Public' category of the Company, with effect from March 24, 2022.

(e) Pursuant to Regulation 31 of the SEBI Listing Regulations, the details of shareholding for the quarter ended March 31, 2023 have been submitted to the stock exchanges.

(f) Share reserved for issue under option

I nformation 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

The final dividend on shares is recorded as a liability on the date of approval by the shareholders. Interim dividends are recorded as a liability on the date of declaration by the Company’s Board. The Company declares and pays dividends in Indian Rupees.

A) Term loan from banks :

(i) INR 19,825 lakhs (March 31, 2022 : INR 21,751 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-intrade, 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 INR 19,000 lakh 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 (including the documents given in schedule 2), 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) INR 1714 lakhs (March 31, 2022: INR 1,951 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 INR 19,000 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) INR 3094 lakhs (March 31, 2022: INR 3,636 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 INR 19,000 lakhs).

(iv) INR 2,781 lakhs (March 31, 2022: INR 4,499 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 INR 445 lakhs (March 31, 2022: INR 612 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) 9.25% p.a. interest bearing unsecured term loan of INR 6,272 lakhs (March 31, 2022: INR 3,074 lakhs) availed from Hometrail Buildtech Private Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period ranging from five to fifteen 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) 9.25% p.a. interest bearing unsecured term loan of INR 8,049 lakhs (March 31, 2022: INR 3,051 lakhs) availed from Crosslay Remedies Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period ranging from five to fifteen years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

(c) 9.25% p.a. interest bearing unsecured term loan of INR 1,000 lakhs (March 31, 2022: NIL) 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) Deferred payment liabilities :

Deferred payment liabilities is secured by hypothecation of medical equipment and repayable in 20 quarterly instalments from June 2018.

All above borrowings have been used for the specific purpose as agreed with bank.

(E) Cash credit from banks (secured) :

(a) INR 883 lakhs (March 31, 2022: INR 835 lakhs) against sanctioned limit of INR 3,500 lakhs from Yes Bank Limited

(b) INR 647 lakhs (March 31, 2022: INR 745 lakhs) against sanctioned limit of INR 2,000 lakhs from Indusind Bank Limited

(c) INR 247 lakhs (March 31, 2022: INR 220 lakhs) against sanctioned limit of INR 2,000 lakhs from ICICI Bank Limited

(d) INR 269 lakhs (March 31, 2022: INR 487 lakhs) against sanctioned limit of INR 2,000 lakhs from IDFC First Bank Limited

(e) Nil (March 31, 2022: INR 54 lakhs) from Axis Bank Limited (also refer note 31.19)

These cash credits are secured by way of Prior pari - passu charge on all current assets of the Company (Both Present and Future). The cash credits are repayable on demand.

30. Contingent liabilities, litigations and commitments

A. Contingent liabilities (to the extent not provided for)

S. Particulars No.

As at March 31, 2023

(INR in Lakhs)

As at March 31, 2022

62,730

12,586

(i) Corporate guarantee given to financial institutions / banks in respect of financial assistance availed by subsidiaries of the Company and other healthcare service providers (Amount is computed based on sanction working capital limits and outstanding term loan/ LC amount payable as on March 31, 2023.) [refer footnote below & note to 31.20 (c)]

37,333

(ii) Claims against the Company not acknowledged as debts

- Civil Cases (refer footnote b below)

11,741

- VAT cases (refer footnote c below)

249

249

Notes:

(a) Guarantees given by the Company to the lenders on behalf of subsidiaries of the Company and other healthcare service providers is not considered as prejudicial to the interest of the Company as it provides opportunities to the Company to increase the depth and width of its offering leading to growth in revenue & improvement in profitability. The Company does not expect any default by subsidiaries of the Company and other healthcare service providers and any liability to accrue on the Company.

(b) Claims against the Company not acknowledged as debts represent the cases that are pending with various Consumer Disputes Redressal Commissions / Courts and the management, including its legal advisers, expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company financial positions and results of operations. In addition to this, the Company has taken Professional Indemnity Insurance Policy for claims pending against the Company to secure the Company from any financial implication in case of claims adjudicated against the Company.

(c) The Company is contesting the demands of VAT on drugs and consumables used for treatment of patients in In-patient department and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

(d) Directorate General of Health Services (“DGHS”), Govt. of NCT Delhi had, on December 8, 2017, issued an order under Section 7 of the Delhi Nursing Home Registration Act, 1953 for cancelling the registration of Max Super Speciality Hospital, Shalimar Bagh “Hospital” with immediate effect and further directed to refrain from admitting any IPD Patients in the Hospital. Against this order, the Company had filed an appeal bearing no. 335/2017 before the Hon’ble Financial Commissioner, Govt. of Delhi “Appellate Authority” on December 13, 2017. On December 19, 2017, the Appellate Authority stayed the operation of the said cancellation order. Accordingly, the Hospital has resumed its operations on December 20, 2017 and the stay continues. The parents of the deceased child had filed an application for impleadment in the said appeal. On the last date of hearing i.e September09, 2022, the Hon’ble Financial Commissioner was pleased to dismiss the application of the deceased child’s parents for impleadment in the matter. The case is now fixed for May 30, 2023 for final arguments. The Company is of the view that the said cancellation order was passed by the DGHS in contravention of the provisions of Section 8 of Delhi Nursing Home Registration Act and violates the principles of natural justice and due process prescribed under the Act. The Company is confident that the Appellate Authority will set aside the cancellation order dated December 8, 2017 and uphold its view in the matter.

(e) A writ petition was filed by the Association of Healthcare Providers (India) (“AHPI”), which represented a majority of “healthcare providers” in Delhi, including the Company’s hospitals in Delhi, before the Delhi High Court, in relation to an order dated June 25, 2018 issued by the Director General Health Services (“DGHS”), Government of National Capital Territory of Delhi (“DGHS Order”). DGHS Order mandated that all private hospitals in Delhi comply with the recommendations of the Expert Committee, constituted pursuant to the Supreme Court order dated January 29, 2016, in W.P.(C) No. 527/2011, regarding the working conditions and pay of nurses in private hospitals. The Single Bench of Delhi High Court, on July 24, 2019, upheld the DGHS Order and directed mandatory compliance by all the private hospitals within a period of three months i.e. by October 24, 2019. It was further directed by the Single Bench that before cancellation of the registration of any private hospital for any non-compliance, DGHS will give the concerned private hospital a personal hearing and an opportunity to represent against

such proposed cancellation of registration and the cancellation will be only through a speaking order. Till date no private hospital in Delhi has been called for personal hearing by DGHS. AHPI has appealed against the said Single Bench Order before the Division Bench of Delhi High Court. During the year ended March 31, 2022, DGHS vide its order dated November 25, 2021 directed that nurses working in private hospitals are covered under minimum rates of wages and accordingly, previous order of DGHS dated June 25, 2018 stands withdrawn. The next date of the hearing is scheduled on October 10, 2023 and appropriate steps will be taken by the appellant (AHPI). The Company is complying with applicable rules and accordingly, the management believes that there is unlikely to be any material adverse impact on the Company

(f) There are numerous interpretative issues relating to the Supreme Court (SC) judgement dated February 28, 2019 on provident fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date. The Company is evaluating and seeking legal inputs regarding various interpretative issues. However, in absence of clarity on effective date, the Company has implemented the Supreme court (SC) Judgement in respect to PF calculation from April 1, 2019 and included all allowances for the purpose of PF contribution calculation.

(b) The Company has committed to provide financial and operational support to ALPS hospital limited, Max Lab Limited, ET Planner Private Limited, Eqova Healthcare Private Limited and Max Hospitals and Allied Services Limited, subsidiaries of the Company in order to meet its future financial obligation.

(c) For commitment towards purchase of shares of subsidiary - Eqova Healthcare Private Limited, refer to note 9(iv).

C. Other commitment

1. The Company has no other commitments other than those in the nature of its routine business operation for purchase/ sales as per the normal operating cycle of Company, obligations under other long term agreements towards medical and management services with healthcare service providers including indemnities to such healthcare service providers.

2. The Company does not have any long term commitments or material non-cancellable contractual commitments/ contracts, including derivative contracts for which there were any material foreseeable losses other than the ones recognised or disclosed elsewhere.

(i) Investment were fair valued at date of acquisition on account of business combination on June 01, 2020. Further, quantity purchased subsequent to business combination, has been added to the fair value at actual amount paid for such additional stake.

(ii) On August 27, 2021, the Company acquired 100% equity shares in ET Planners Private Limited (“ETPPL”) through its wholly owned subsidiary i.e. ALPS Hospital Limited for a cash consideration of INR 6,012 lakhs. ETPPL has an exclusive and long term rights to provide medical services and aid development of 500 bedded hospital to be built on 3.5 acres of land situated between two of Max network facilities at Saket, South Delhi. Acquisition of stake in ETPPL resulted in recognition of Intangible Asset - Service Agreement towards the medical service agreement, which has been recorded after considering related deferred tax impact.

31.02 Gratuity

The Company has a defined benefit gratuity plan. Under gratuity plan, every employees who has completed five years or more of service gets a gratuity on cessation of employment at 15 days of last drawn basic salary for each completed year of service. The Company has funded part of the gratuity liability by taking out a policy with the Life Insurance Corporation of India.

(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.

31.03 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.

31.04 Share based payment plans A. Equity settled plans

The Nomination and Remuneration Committee of Board of Directors of the Company (“NRC”) on September 29, 2020, November 12, 2021 and August 11, 2022 approved the grant of 61,65,265, 3,75,924 and 2,45,715 respectively Employee Stock Options (‘ESOPs’) to the eligible employees of the Company and its subsidiaries, under the MHIL ESOP 2020 scheme, at an exercise price of INR 10 per share. These options will vest subject to requirements of the SEBI SBEB Regulations and the MHIL ESOP 2020 scheme.

Further, the Employee Stock Option Plan 2022’ was approved by the shareholders in annual general meeting “AGM” held on September 26, 2022. Subsequent to approval by Nomination and Remuneration Committee, the Company has granted 81,57,706 ESOPs under the ESOP 2022 (39% of grants linked to organizational performance), to the 268 eligible employees of the Company and / or its subsidiaries, on October 31, 2022. ESOPs granted shall vest between 3rd to 5th year from the date of grant at Exercise price of INR 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: MHIL ESOP 2020 Scheme

The Company granted stock options to the eligible employees (including employees of the subsidiary companies) under the MHIL ESOP 2020 and 2022 Scheme. In accordance with the provisions of Ind-AS and guidance note on accounting for employee share-based payments, issued by the Institute of Chartered Accountants of India for the purposes of accounting of the stock options, estimated fair value of the options determined on grant date is recognised as an expense in the statement of profit and loss on a straight-line basis over the required service period for each separately vesting portion, as ‘Share-based payments to employees’. Accordingly, INR 2,887 lakhs has been debited to the profit and loss account to the extent relating to the employees of the Company.

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), aggregating to INR 2,703 lakhs (including INR 531 lakhs pertaining to stock options issued to subsidiary but not recovered from the subsidiaries by the Company) 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 INR 5,590 lakhs (INR 2,887 lakhs debited to P&L and INR 2,703 lakhs as mentioned in above para) is to be claimed as deduction in the return 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 2022-23.

B. Cash settled plans (Employee Phantom Stock Plan 2017)

Employee Phantom Stock Plan, 2017 “the Scheme” are cash settled rights where the employees are entitled to get cash compensation based on the Company’s fair value, provided certain conditions as laid out in the Scheme are met. The fair value of the amount payable to the employees in respect of phantom stocks, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment.

31.06 Segment reporting

Operating results are regularly reviewed by the Chief operating Decision Maker (‘CODM’) who makes decisions about resources to be allocated to the segment and assess its performance. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The Company has only one reportable business segment as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/ medical centres and tertiary care facilities in terms of Ind AS 108 ’’Operating Segment”. Further, the Company operates only in one geographical segment -India.

There are no external customers from which revenue is 10% or more of Company’s revenue.

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, 2023 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 also focuses on the unpredictability of financial markets and 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 and Risk Management Committee from time to time. The Corporate Finance department, evaluates and hedges financial risks in close co-operation with the various stakeholders. The Audit 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) & (iii) 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, 2022 and March 31, 2023 stood at 0.09 and 0.08 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, 2022 : 0.47).

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 daily basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Compnay 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 sits in 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.

The Company uses an allowance for expected disallowance to estimate initial expected credit loss for determining the realizable revenue recognition and portfolio of collectible trade receivables. Allowance for expected disallowance has been created on total trade receivable. These estimates are reviewed periodically and change in estimates are taken on prospective basis. Management has fixed a percentage for allowance for deduction for each category of its customer as at March 31, 2023 as given below:

Category

March 31, 2023

March 31, 2022

Corporate and other

0.50%

0.50%

TPA

0.80%

1.00%

PSU

3.00%

3.00%

(ii) Financial instruments and cash deposit

(ii) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long term debt obligation at floating interest rates. The Company’s policy is to hedge part of its borrowings.

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, 2023 and March 31, 2022 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 2023. 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 on March 31, 2023.

(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.

e) During the year ended March 31, 2023, Kayak Investments Holding Pte. Ltd. (“Kayak”), one of the promoter of the Company divested its entire shareholding. Since Kayak was neither holding any shares nor entitled to exercise control in any manner whatsoever in the Company, it had requested the Company to initiate the process of reclassification of Kayak from ‘Promoter’ to ‘Public’ category in terms of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the quarter ended December 31, 2022, the Company has 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. The said application is pending for approval by stock exchanges.

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 operation.

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 INR 39,975 lakhs (March 31, 2022 : INR 50,244 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 INR 10,284 lakhs (March 31, 2022 : INR 10,773 lakhs)[Refer note 10(ii)] and INR 3,081 lakhs (March 31, 2022 : INR 8,711 lakhs) as current trade receivable for amounts due against Service agreements.

- an amount of INR 17,853 lakhs (March 31, 2022 : INR 17,853 lakhs) as security and performance deposit as per the terms of Service Agreement. In addition, an amount of INR 2,000 lakhs (March 31, 2022 : INR 6,170 lakhs) has been advanced as loan.

- INR 6,657 lakhs (March 31, 2022 : INR 6,737 lakhs) as prepaid expenses, difference between present value of 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 INR 29,427 lakhs (March 31, 2022 : INR 40,017 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 INR 28,856 lakhs (March 31, 2022 : INR 32,856 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 INR 533 lakhs (March 31, 2022 : INR 7127 lakhs) towards management and other services.

- INR 38 lakhs (March 31, 2022 : INR 34 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 INR 169 lakhs (March 31, 2022: Nil) 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 Code on Social Security,2020 (‘Code’) relating to employee benefits during employment and post employment benefits received Presidential assent in September 2020. The Code has been published in the Gazette of India. However, the date on which the Code will come into effect has not been notified. The Company will assess the impact of the code when it comes into effect and will record any related impact in the period the Code becomes effective.

31.17 The Board of Directors of ALPS Hospital Limited (“ALPS”/’Transferor’) and Max Hospitals and Allied Services Limited (“MHASL”/’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 and 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 INR 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 INR 1,11,864 lakhs .

During the current year, the Board of SCHL and shareholder (the Company) has 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.

Accounting impact of the voluntary liquidation

The said distribution of business undertaking has been accounted for using the pooling of interests method in accordance with Appendix C of Ind AS 103 ‘Business combinations of entities under common control’. Accordingly, the comparative financial information for the previous periods have been restated to give effect of the consummation of business undertaking from beginning of the period disclosed and all assets, liabilities and reserves of SCHL together with intangible assets - long term service agreements and related deferred tax liability which were appearing in the consolidated financial statements are now part of the standalone financial statements of the Company. Further, intercompany balances including the related investment in SCHL appearing in the books of the Company have been eliminated.

(i) During the previous year ended March 31, 2022, Other than as disclosed above, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. During the current year no such fund has been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company.

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 does not have any transactions with struck off Companies u/s 248 or 560 of Companies Act, 2013.

31.24 The Company was not required to transfer any amount to Investor Education and Protection Fund during the year.

31.25 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.

31.26 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 INR 50,000/-.

31.27 Note No.1 to 31 form integral part of the standalone financial statements.


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