KYC is one time exercise with a SEBI registered intermediary while dealing in securities markets (Broker/ DP/ Mutual Fund etc.). | No need to issue cheques by investors while subscribing to IPO. Just write the bank account number and sign in the application form to authorise your bank to make payment in case of allotment. No worries for refund as the money remains in investor's account.   |   Prevent unauthorized transactions in your account – Update your mobile numbers / email ids with your stock brokers. Receive information of your transactions directly from exchange on your mobile / email at the EOD | Filing Complaint on SCORES - QUICK & EASY a) Register on SCORES b) Mandatory details for filing complaints on SCORE - Name, PAN, Email, Address and Mob. no. c) Benefits - speedy redressal & Effective communication   |   BSE Prices delayed by 5 minutes... << Prices as on Dec 04, 2024 >>  ABB India 7664.2  [ 1.66% ]  ACC 2239.45  [ -2.27% ]  Ambuja Cements 564.4  [ -0.41% ]  Asian Paints Ltd. 2459.6  [ -0.38% ]  Axis Bank Ltd. 1159.25  [ -0.07% ]  Bajaj Auto 8999.35  [ -1.76% ]  Bank of Baroda 260.55  [ 2.38% ]  Bharti Airtel 1584.05  [ -2.20% ]  Bharat Heavy Ele 251.45  [ -0.36% ]  Bharat Petroleum 293.6  [ -0.19% ]  Britannia Ind. 4850.65  [ -1.20% ]  Cipla 1501.1  [ -2.17% ]  Coal India 416.65  [ -1.28% ]  Colgate Palm. 2911.9  [ 0.54% ]  Dabur India 522.35  [ -0.09% ]  DLF Ltd. 848.3  [ 0.17% ]  Dr. Reddy's Labs 1215.6  [ -0.78% ]  GAIL (India) 206.8  [ 3.40% ]  Grasim Inds. 2717.05  [ 0.11% ]  HCL Technologies 1895.75  [ 0.35% ]  HDFC 2729.95  [ -0.62% ]  HDFC Bank 1860.05  [ 1.82% ]  Hero MotoCorp 4633.95  [ -1.35% ]  Hindustan Unilever L 2464.85  [ -0.66% ]  Hindalco Indus. 663.1  [ -0.61% ]  ICICI Bank 1315.25  [ 0.60% ]  IDFC L 108  [ -1.77% ]  Indian Hotels Co 810.4  [ 0.50% ]  IndusInd Bank 998.95  [ 0.06% ]  Infosys L 1890.3  [ -0.06% ]  ITC Ltd. 467.25  [ -1.07% ]  Jindal St & Pwr 935.7  [ 1.11% ]  Kotak Mahindra Bank 1757.05  [ 0.43% ]  L&T 3799  [ 0.42% ]  Lupin Ltd. 2101.6  [ 0.97% ]  Mahi. & Mahi 3029.85  [ 0.12% ]  Maruti Suzuki India 11131.35  [ -1.30% ]  MTNL 49.24  [ 0.20% ]  Nestle India 2256.45  [ -0.19% ]  NIIT Ltd. 223.65  [ 0.70% ]  NMDC Ltd. 234.1  [ -0.62% ]  NTPC 372.7  [ 1.41% ]  ONGC 260.75  [ -0.57% ]  Punj. NationlBak 110.05  [ 1.95% ]  Power Grid Corpo 325  [ -1.44% ]  Reliance Inds. 1309  [ -1.08% ]  SBI 859.45  [ 0.64% ]  Vedanta 468  [ -0.07% ]  Shipping Corpn. 237.5  [ -0.08% ]  Sun Pharma. 1800.05  [ 0.08% ]  Tata Chemicals 1125.55  [ -0.92% ]  Tata Consumer Produc 960.85  [ 0.71% ]  Tata Motors 788.25  [ -1.61% ]  Tata Steel 145.8  [ -0.51% ]  Tata Power Co. 425.5  [ -0.77% ]  Tata Consultancy 4355.1  [ 1.25% ]  Tech Mahindra 1759.8  [ 0.59% ]  UltraTech Cement 11762.2  [ -0.74% ]  United Spirits 1526.05  [ -1.07% ]  Wipro 294.15  [ 0.84% ]  Zee Entertainment En 141.1  [ 2.17% ]  

Company Information

Indian Indices

  • Loading....

Global Indices

  • Loading....

Forex

  • Loading....

ARTEMIS MEDICARE SERVICES LTD.

04 December 2024 | 12:00

Industry >> Hospitals & Medical Services

Select Another Company

ISIN No INE025R01021 BSE Code / NSE Code 542919 / ARTEMISMED Book Value (Rs.) 32.60 Face Value 1.00
Bookclosure 05/07/2024 52Week High 348 EPS 3.57 P/E 94.86
Market Cap. 4661.28 Cr. 52Week Low 141 P/BV / Div Yield (%) 10.39 / 0.13 Market Lot 1.00
Security Type Other

NOTES TO ACCOUNTS

You can view the entire text of Notes to accounts of the company for the latest year
Year End :2024-03 

Goodwill impairments note

Goodwill is tested annually for impairment, or sooner whenever there is an indication that goodwill may be impaired. Impairment is recognized, when the carrying amount of a CGU including the goodwill, exceeds the estimated recoverable amount of the cash-generating unit ('CGU'). The estimated value-in-use of this CGU is based on the future cash flow forecasts, based on certain assumptions which include revenue growth, earnings before interest and taxes, taxes, capital outflow and working capital requirement. Cash flow projections were developed covering a five-year period as of March 31, 2024, which reflects a more appropriate indication/trend of the future track of business of the Company. The assumptions are taken based on past trends and management estimates and judgement. Future cash flows are discounted with "Weighted Average Cost of Capital". The key assumptions are as follows:

Annual growth rate considered for 5 years (average) 9.40%

Terminal growth rate (i) 5.00%

Cost of Capital (Wacc) (ii) 17.49%

Nominal risk free rate 7.10%

Budgeted EBIDTA growth rate considered 14.40%

(i) Terminal value has been arrived at by extrapolating the last forecasted year cash flows to perpetuity. This long-term growth rate takes into consideration external macroeconomic sources of data. Such long-term growth rate considered does not exceed that of the relevant business and industry sector.

(ii) The discount rate, which is applied to the net free cash flows of the whole entity, should reflect the opportunity cost to all capital providers (namely, shareholders, internal funding provided by the Company, and debt), weighted by their relative contribution to the total capital of the Company. This is commonly referred to as the weighted average cost of capital (WACC).

The estimate of recoverable amount is particularly sensitive towards post-tax discount rate and terminal growth rate. There will be no impairment even if the weighted average cost of capital is increased by 0.5% and the terminal growth rate is decreased by 0.5%. Management is not currently aware of any other reasonably possible changes to key assumptions that would cause a unit's carrying amount to exceed its recoverable amount.

7.3 As per Ind AS 109, the Company is required to apply expected credit loss model for recognizing the allowance for doubtful debts. The Company uses a provision matrix to determine impairment loss on portfolio of its trade receivable. The provision matrix is based on its historically observed default rates over the expected life of the trade receivables and is adjusted for forward-looking estimates. At regular intervals, the historically observed default rates are updated and changes in forwardlooking estimates are analysed.

The Company uses judgements in making certain assumptions and selecting inputs to determine impairment of these trade receivables, based on the Company's historical experience towards potential billing adjustments, delays and defaults at the end of each reporting period.

The Company has recorded an allowance of Rs. 975.13 Lacs (Previous year Rs. 823.83 Lacs) towards trade receivables. The Management believes that there is no further provision required in excess of the allowance for credit loss.

d. Terms/rights attached to Equity Shares

The company has only one class of equity shares having a par value of Re.1 per share (March 31, 2023 Re. 1 per share). Each holder of equity shares is entitled to one vote per share, where voting is held by show of hands. In case of Poll each holder of equity share is entitled to Number of votes against Number of shares held.

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. The distribution will be in proportion to the number of equity shares held by the equity share holders.

g. Shares reserved for issue under options

Pursuant to the approved Artemis Medicare Management Stock Option Plan - 2021 (the Plan), the Company has granted 69,67,000 nos of employees stock options of which 17,41,750 options have been exercised during the financial year 2024 (Previous year 17,41,750), for details refer to note 43.

i. No equity shares were allotted as fully paid up by way of bonus shares or pursuant to contract(s) without payment being received in cash during the last five years.

j. The Company has not issued any bonus shares in the last five years immediately preceding the balance sheet date. There are no securities which are convertible into equity shares.

k. There are no calls unpaid by Directors or Officers of the Company.

l. As per the records of the Company, including its register of shareholders/members and other declaration received from the shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

# The Board of Directors of Artemis Medicare Services Limited ('Company') in its meeting held on August 5, 2021, approved for sub-division of the face value of the equity shares of the Company from Rs. 10 per equity share to Re. 1 per equity share i.e. 1 equity share to be split into 10 equity shares. Subsequent to the approval by the shareholders of the Company,on the record date i.e.,September 24, 2021 the sub-division became effective.

b) Proposed dividends on equity shares:

Final dividend proposed for the year ended March 31, 2024, Rs.0.45 per share (March 31, 2023: Rs 0.45 per share). Proposed dividends on equity shares are subject to approval at the Annual General Meeting and are not recognised as a liability.

a. Capital Reserve

Capital reserve represents excess of assets over liabilities and share issued consequent to scheme of arrangement of transferor companies in earlier years.

b. Security Premium

Security premium is used to record the premium on issue of shares. The same is to be utilised in accordance with the provision of section 52 of the companies Act 2013

c. Retained Earnings

Retained earnings represents the profits that the Company has earned till date, less any transfer of general reserve, dividends or other distributions to shareholders etc.

d. Share option outstanding account

The share options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company's Employee stock option plan. Refer note 43.

e. Revaluation Reserve

Revaluation Reserve represents freehold land revalued as on 31st March, 2016 as per independent valuer's report and related deferred tax adjustments.

28. Segmental Reporting

Operating segments

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

Geographical information

Geographical information analyses the Company's revenue and non current assets by the Company's country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of the customers and segment assets which have been based on the geographical location of the assets.

b) Other Commitments

i) For commitments relating to lease arrangement, please refer Note 32.

ii) 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.

30. Expenditure on Corporate Social Responsibility (CSR)

i) Gross amount required to be spent by the Company during the year ended 31st March, 2024 Rs. 66.56 lacs (during the year ended 31st March, 2023 Rs. 53.60 lacs)

ii) Amount approved by Board of Directors Rs.66.56 lacs (Previous year Rs. 53.60 lacs)

d. The Company does not face a significant liquidity risk with regards to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when fall due.

e. Lease payments during the period have been disclosed under financing activities in the Standalone Statement of Cash flows.

f. The Company has entered into a lease agreement to operate a hospital which shall commence in the next financial year. 33. The Micro, Small and Medium Enterprises have been identified by the Company from the available information, which has

been relied upon by the auditors. According to such identification, the disclosures as per Section 22 of "The Micro, Small and Medium Enterprise Development (MSMED) Act, 2006" are as follows:

The shares pending for allotment for the previous year have been considered for the purpose of calculation of EPS appropriately. The Board of Directors of Artemis Medicare Services Limited ('Company') in its meeting held on August 5, 2021, approved a proposal for sub-division of the face value of the equity shares of the Company from Rs. 10 per equity share to Re. 1 per equity share i.e. 1 equity share to be split into 10 equity shares. Subsequent to the approval of the above proposal by the shareholders of the Company, the record date was fixed as September 24, 2021 and thereafter the sub-division became effective. Accordingly, the basic and diluted earnings per equity share (EPS) have been computed for all the periods presented in the Financial Results of the Company on the basis of new number of equity shares in accordance with Ind AS 33 - Earnings per shares.

The estimates of future salary increases, considered in actuarial valuation, take into account inflation, seniority, promotion and other relevant factors including supply and demand in the employment market.

Significant actuarial assumption for the determination of the defined obligation are discounted rate, expected salary escalation rate and withdrawal rate. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumption occurring at the end of the reporting period, while holding all other assumptions constant.

The above information is certified by the actuarial valuer.

Enterprise best estimate of contribution during next year is Rs. 180.52 Lacs for Gratuity & Rs. 101.47 Lacs for Leave Encashment.

Sensitivity due to mortality and withdrawals are not material & hence impact of change not calculated.

Sensitivity as to rate of inflation, rate of increase of pensions in payment, rate of increase of pensions before retirement and life expectancy are not applicable being a lump sum benefit on retirement.

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through the optimisation of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings as detailed in Notes 12 & 15 offset by cash and bank balances) and total equity of the Company.

The Company is not subject to any externally imposed capital requirements other than for covenants under various loan arrangements of the Company.

The Company's Board reviews the capital structure of the Company on need basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital. The gearing ratio at 31st March 2024 of 58.85% (previous year 59.87% ) (See below).

Fair Value Hierarchy

The fair value of the financial assets and financial liabilities are included at 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 table provides the fair value measurement hierarchy of Company's asset and liabilities, grouped into Level 1 to Level 3 as described below :-

i. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company can access at measurement date;

ii. Level 2 inputs are inputs, other than quoted prices included in level 1, that are observable for the asset or liability, either directly or indirectly; and

iii. Level 3 inputs are unobservable inputs for the valuation of assets/liabilities

ii) Financial Risk Management Objectives

The Company's Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks including market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Board of Directors manages the financial risk of the Company through internal risk reports which analyse exposure by magnitude of risk. The Company has limited exposure from the international market as the Company's operations are in India. The Company has limited exposure towards foreign currency risk it earns approx. & 14.55% of its revenue from in foreign currency from international patients. Also capital expenditure includes capital goods purchased in foreign currency through the overseas vendors. The Company has not taken any derivative contracts to hedge the exposure. However the exposure towards foreign currency fluctuation is partly hedged naturally on account of receivable from customers and payable to vendors in foreign currency.

Market Risk

The Company's activities expose it primarily to the financial risks of changes in interest rates and foreign currency exchange rates.

a) Foreign Currency risk management

The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters.

The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

The Company is mainly exposed to the USD currency.

The following table details the Company's sensitivity to a 1% increase and decrease in the Rupees against the USD. 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 1% change in foreign currency rates. In case of net foreign currency outflow, a positive number below indicates an increase in profit or equity where the Rs. strengthens 1% against the relevant currency. For a 1% weakening of the Rupees against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative. In case of net foreign currency inflow, a positive number below indicates an increase in profit or equity where the Rs. weakens 1% against the relevant currency. For a 1% strengthening of the Rupees against the relevant currency, there would be a comparable impact on the profit or equity, and the balances below would be negative.

b) interest Rate risk management

The Company is exposed to interest rate risk because Company borrow funds at both fixed and floating interest rates. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings.

The Company's exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk management section of this note.

The sensitivity analyses below have been determined based on the exposure to interest rates at the end of the reporting period. For floating rate liabilities, the analysis is prepared assuming the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates.

c) Credit Risk Management

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and loans given. Credit risk arises from cash held with banks, as well as credit exposure to trade receivables and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counter party credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

Trade and other Receivables

The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. Trade receivables and unbilled revenue are typically unsecured and are derived from revenue earned from customers. The Company has a process in place to monitor outstanding receivables on a monthly basis. In monitoring customer credit risk, customers are grouped according to their credit characteristics, including government entities, insurance companies, corporates, individual and others. The default in collection as a percentage to total receivable is low. Management believes that the unimpaired amounts that are past due by more than one year are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk.

Cash and bank balances, loans and other financial assets

Cash and bank balances comprises of deposits with bank, interest accrued on deposits, and security deposits,. These deposits are held with credit worthy banks. The credit worthiness of such banks are evaluated by the Management on an ongoing basis and is considered to be good with low credit risk. The Company's maximum exposure to credit risk as at 31 March 2024, and 31 March 2023 is the carrying value of each class of financial assets.

The security deposit pertains to rent deposit given to lessors. The Company does not expect any losses from nonperformance by these counter-parties.

The Company is exposed to credit risk in relation to financial guarantee given by the company on behalf of the subsidiary company. The company's maximum exposure in this regard is the maximum amount company could have to pay if the guarantee is called on at 31st March 2024 is Rs. 1535.50 Lacs (31st March 2023 Rs.1765.54 Lacs).This financial guarantee has been issued to banks. Based on the expectations at the end of reporting period, the company considers likelihood of any claim under guarantee is remote.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company's short-term, medium-term and long-term funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities. Note given below sets out details of additional undrawn facilities that the Company has at its disposal to further reduce liquidity risk.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

c. The Company classifies the right to consideration in exchange for deliverables as either a receivable or as unbilled revenue. A receivables is right to consideration that is unconditional upon passage of time. Revenue for ongoing services at the reporting date yet to be invoiced is recorded as unbilled revenue. Trade receivables and unbilled revenue are presented net of impairment in the Balance sheet.

d. Trade receivables are non-interest bearing and are generally on terms of 0- 90 days. Rs. 151.29 Lacs (Rs. 122.21 Lacs as at 31st March 2023) was recognised during the year as provision for expected credit losses on trade receivables.

e. Performance obligation and remaining performance obligation

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. As on 31st March 2024, there were no remaining performance obligation as the same is satisfied upon delivery of goods/services.

40. Contingent Liabilities

(' in Lacs)

Particulars

As at

31s* March, 2024

As at

31st March, 2023

A

Claims against the Group not acknowledged as debts

(i)

In respect of compensation demanded by the patient / their relatives, for negligence in treatment and are pending with various consumers disputes redressal forums. The Company has been advised by its legal counsel that it is possible, the action may succeed after considering that insurance cover has also been taken by the Company and the doctors, the Company is of the view that is adequately insured to mitigate the possibility of any loss to that extent.

3,099.24

2,061.64

(ii)

Basis the Apex court judgement dated 28th February 2019 in the matter of "M/s Surya Roshini Limited Vs RPFC", the RPFC (Regional Provident Fund Commissioner - I) Gurugram, has passed an impugned order (dated 12th January 2021) against the company to deposit a sum of Rs. 392.16 Lacs plus interest & penalty for the period November 2015 till January 2019.

The Company had filed an appeal & got favourable order from the Central Govt. Industrial Tribunal -1. The Company has received a notice from the Hon'ble High Court directing the Company to appear before it on April 25, 2024 to show cause against admission of the said writ petition. On the listed date of hearing, the Hon'ble/learned Judge has adjourned the matter to November 8, 2024.

392.16

(iii)

Outstanding Bank Guarantee's issued out of non fund based overdraft limit

609.01

609.01

(iv)

Other income tax matters (Refer Note D, below)

744.93

744.93

C Corporate guarantee given to Bank in respect of financial assistance availed by the subsidiary company i.e. Artemis Cardiac Care Private Limited Outstanding as on 31st March 2024 for Rs. 1535.5 Lacs (Previous Year Rs. 1765.54 Lacs).

D i) For the AY 2014-15, assessing officer has raised Demand u/s 201(1) on account of non-deduction of TDS u/s 194J on year end provision of Rs. 9.57 Lacs & u/s 201(1A) on account of interest on delay in deduction & deposit of Rs. 10.01 Lac. The Company has filed an appeal before the appellate authority, which has been dismiss by the department and the company is in the process to file an appeal before Hon,ble ITAT against the order passed by the CIT(A).

ii) For the Income Tax assessment proceedings for AY 2017-18, Assessing officer has made addition of Rs. 937.84 Lacs. Additions made by the Assessing Officer have not resulted in any demand, as the additions have been set off against unabsorbed losses of the Company. However, the Company has filed an appeal before CIT (Appeals) against the order passed by the Assessing Officer and matter is sub-judice.

iii) For the AY 2019-20, Assessing officer has not allowed MAT credit of Rs 220.15 Lac, rejecting rectification application u/s 154. The Company has filed appeal before the CIT (A), matter is sub-Judice.

iv) For the AY 2020-21, Assessing officer has not allowed claim of depreciation on Goodwill of Rs 1064.54 Lacs. The Company has filed appeal before CIT(A), the matter is sub- Judice & pending for hearing.

v) For the AY 2021-22, the Asstt. Director of Income Tax, CPC, vide order u/s 143 (1) has made an unjustified addition by disallowing expenditure of Rs 652.40 Lacs while processing the income tax return. The Company has filed an appeal before CIT(A) and the matter is sub-Judice.

41. The Company carries a general provision for contingencies towards various claims against the Company including claims raised by patients / vendors / government authorities, not acknowledged as debts as mentioned in note no. 40 A

42. Events occurring after the Balance Sheet Date

The Board at its meeting held on April 5, 2024 and the members at their Extra-ordinary General Meeting held on May 3, 2024 approved the issuance of Compulsorily Convertible Debentures (carrying an interest at the rate of 2.65% per annum, compounded quarterly on a cumulative basis) of face value of Rs. 100,000 (Rupees One Lakh) each ("CCDs") to International Finance Corporation, a qualified institutional buyer and who does not belong to the promoter/ promoter group of the Company, by way of a preferential issue on a private placement basis for raising an amount of Rs. 33,000 Lacs. Such CCDs shall be convertible into equity shares of the Company having a face value of Re. 1/- (Rupee One only) each ("Equity Shares"), in one or more tranches, within a period up to 18 (eighteen) months from the date of allotment of the CCDs, at a price of Rs. 174.03/-(Rupees One Hundred Seventy Four and Three Paise only) per Equity Share, such that the total number of Equity Shares to be issued pursuant to conversion of all CCDs shall not exceed 1,89,62,247 Equity Shares. The Equity Shares to be issued pursuant to conversion of CCDs shall rank pari-passu with the then existing Equity Shares of the Company in all respects, including as to dividend and voting powers.

Pursuant to applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received necessary in-principle approval of BSE Ltd. and National Stock Exchange of India Limited on May 7, 2024 in relation to issuance of 1,89,62,247 Equity Shares upon conversion of such CCDs.

43. Share-based payments

(a) The share-based payment plan is an employee option plan. The options are equity settled options.

The Board and shareholders have approved the Artemis Medicare Management Stock Option Plan - 2021 (the Plan). In accordance with the Plan, the Nomination and Remuneration Committee, had, on April 1, 2021, granted 6,96,700 Stock Options to the Managing Director. These stock options are to be vested after a minimum of one year from the grant date and it may extend up to a maximum of four years from the grant date. The exercise period is one year from the date of respective vesting.

Further, according to the sub-division of the Equity Shares of the Company from the face value of ^10/- each per share into ^ 1/- each per share, the Nomination and Remuneration Committee revised the no. of Stock Options to bring the same in line with the Sub-divided Equity Shares of the Company. Accordingly, the revised no. of Stock Options stands at 69,67,000 Stock Options with the face value of ^ 1/- each.

(e) Fair value of options granted :-

The fair value at grant date is determined using the Black Scholes Model which takes into account the exercise price, term of option, the share price at grant date, and expected price volatility of the underlying share, the expected dividend yield and the risk free interest rate for the term of option. The Fair Value of the Stock option as of grant date was ^ 21.37. During the year ended March 31, 2024, the Company issued 17,41,750 equity shares (March 31, 2023: 17,41,750).

(f) Expense arising from share-based payment transactions :-

The company has recorded an expense of ^ 217.54 Lacs for the year ended March 31, 2024 (March 31, 2023: ^ 403.05 Lacs), as a part of the employee benefits expense.

(g) In the existing Employee Stock Option Scheme, 34,83,500 options have been exercised till March 31, 2024 (March 31, 2023: 17,41,750).

(i) The Company did not have any transactions with struck-off companies under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

(ii) The Company does not have any creation, modification or satisfaction of charges that are 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 period/year.

(iv) The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) any funds to or in any other persons or entities, 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.

(v) The Company has not received any funds from any persons or entities, 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.

(vi) The Company does not have any 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 raised funds on short-term basis which have been utilised for long-term purposes.

(viii) The Company had not been declared a wilful defaulter by any bank or financial institution or other lender (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. The company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender.

(ix) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017, as amended.

(x) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

(xi) There were no amounts, during the year, which were required to be transferred to the Investor Education and Protection Fund by the Company.

(xii) The Ministry of Corporate Affairs (MCA) has issued a notification (Companies (Accounts) Amendment Rules, 2021) effective from 1st April 2023, stating that every company that uses accounting software maintaining its books of account shall use only the accounting software where there is a feature of recording audit trail of each and every transactions, and further creating an edit log of each change made to books of account with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses SAP S4 Hana accounting software and a Hospital Information system (HIS) application for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the accounting software.

Further, the database, for both SAP and HIS, are managed by external third-party service providers. In respect of the same, access to direct database-level changes is available only to third-party service providers and, it is not available to any of the Company personnel. In line with best practices, we have sought assurance through the Independent Service Auditor's Assurance Report on the Description of Controls and their Design and Operating Effectiveness (SOC Type 2 report). However, since the SOC Type 2 report could not be obtained for HIS and the report of SAP does not specifically cover any controls related to the audit trail, we cannot comment on whether the audit trail feature was enabled at the database level.

(i) In the opinion of the Board of Directors, Trade Receivables, other current financial assets, and other current assets have a value on realization in the ordinary course of the company's business, which is at least equal to the amount at which they are stated in the balance sheet.

(ii) The balances of some of the accounts classified as Trade Payables, Trade Receivables, etc. are in the process of reconciliations/ confirmation. In the opinion of Board of directors, the result of such exercise will not have any material impact on the carrying value.

(iii) The Board of Directors at its meeting held on May 10, 2024 has approved the Financial Statement for the year ended March 31, 2024.