14.2 Rights, preferences and restrictions attached to equity shares
The Company has a single class of equity shares. All equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time and subject to dividend payable to preference shareholder. The voting rights of an equity shareholder on a poll (not on show of hands) is in proportion to the shareholders' share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.
Failure to pay any amount called up on shares may lead to forfeiture of the shares.
On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts in proportion to the number of equity shares held.
14.3 Employee stock options
Terms attached to stock options granted to employees are described in Note 41 regarding employee share based payments.
14.6 Details of bonus shares issued during the past 5 years immediately preceding 31 March 2024:
The Company has not issued bonus shares during the period of five years immediately preceding 31 March 2024.
14.7 Details of shares issued for consideration other than for cash during the past 5 years immediately preceding 31 March 2024:
The Company has not allotted any equity shares as fully paid-up without consideration being received in cash during the past 5 years immediately preceding 31 March 2024.
14.8 Details of buyback of shares during the past 5 years immediately preceding 31 March 2024:
The Company bought back 57,14,285 equity shares for an aggregate amount of INR 120 crores at INR 210 per equity share. The equity shares bought back were extinguished on 18 March 2020.
14.9 On 12 April 2024, the Board of Directors of the Company have approved a special dividend of INR 118.00/- (par value of INR 10 each) per equity share. The special dividend would result in a cash outflow of INR 5,894.25 crores.
14.10 On 28 May 2024, the Board of Directors of the Company have proposed a final dividend of INR 2.00/- (par value of INR 10 each) per equity share in respect of the year ended 31 March 2024, subject to the approval of shareholders at the Annual General Meeting. If approved, the dividend would result in a cash outflow of INR 99.90 crores.
A Secured bank loans
Note 1: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 8.40% p.a (linked to RBI repo rate). These loans are originally repayable in 96 monthly instalments (51 monthly instalments remaining as at 31 March 2024). The term loans is secured by:
a) Hypothecation of all movable fixed assets relating to Aster Medcity Hospital, Kochi (comprising plant and machinery,
furniture fixture, vehicles and other movable assets), present and future;
b) Equitable mortgage of 8.50 acres of landed property of the Company and 8.81 acres of landed property of DM Med City Hospitals (India) Private Limited, a wholly owned subsidiary of the Company;
c) First charge on entire cashflows of the Aster Medcity Hospital, Kochi; and
d) Assignment of contractor guarantees, liquidated damages, letter of credit, guarantee or performance bonds that
may be provided by any counter party under project agreement or contract and insurance policies in favour of the borrower, related to Aster Medcity, Kochi.
Note 2: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 8.40% p.a (linked to RBI repo rate). These loans are originally repayable in 60 monthly instalments (16 monthly instalments remaining as at 31 March 2024). The term loans is secured by:
a) Exclusive first charge by way of hypothecation on all movable fixed assets of the Company relating to Aster Medcity Hospital, Kochi including plant & machinery, furniture, fixture, vehicles and other movable assets, both present and future;
b) Exclusive first charge by way of equitable mortgage on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospitals (India) Private Limited and 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Limited. (Collateral); First charge on current assets of the Company.
Note 3: The term loans from bank (including current portion) includes Indian rupee term loan taken from HDFC Bank, which carries interest from 8.21% to 9.18% p.a (linked to 3 months T-Bills). These loans are originally repayable in 20 quarterly instalments (7 quarterly instalments remaining as at 31 March 2024). The loans is secured by:
a) First pari passu charge by way of hypothecation on all movable fixed assets of the Company relating to Aster Medcity Hospital, Kochi; Aster CMI, Bangalore and RV Hospital, Bangalore including plant & machinery, furniture, fixture, vehicles and other movable assets, both present and future;
b) Exclusive first charge by way of equitable mortgage on 11.68 acres in Cheranellor belonging to Ambady Infrastructure Private Limited, a wholly owned subsidiary of Aster DM Healthcare Limited with aggregate value of INR 118.9 crores approx (Date of valuation May 2020)
c) First charge on current assets, operating cashflows, receivables, commissions, revenues of whatsoever nature and wherever arising, present and future of the Aster DM Healthcare Limited;
d) Fixed Deposit- DSRA for 1 quarter for the Term Loan of INR 35 crores for INR 3 crores.
e) Irrevocable, Unconditional corporate guarantee of Ambady Infrastructure Private Limited, a wholly owned subsidiary of Aster DM Healthcare Limited.
Note 4: The term loans from bank (including current portion) includes Indian rupee term loan taken from Axis Bank, which carries interest from 8.10% to 8.35% p.a (linked to RBI repo rate). These loans are originally repayable in 24 quarterly instalments (19 quarterly instalments remaining as at 31 March 2024). The loans is secured by:
a) Exclusive first charge on all movable fixed assets of the project.
b) Extension of first charge by way of equitable mortgage on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospitals (India) Private Limited and 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Limited with hospital building valued at INR 288.83 crores .(Currently charged to Federal Bank)
c) Minimum collateral coverage of 100% to be maintained during the currency of the facility
d) Corporate Guarantee of DM Medcity Hospitals Private Limited.
Note 5: The term loans from bank (including current portion) includes Indian rupee term loan taken from Axis Bank, which carries interest at 8.10% to 8.35% p.a (linked to RBI repo rate). These loans are originally repayable in 28 quarterly instalments (26 quarterly instalments remaining as at 31 March 2024). The loans is secured by:
a) Exclusive first charge on all movable fixed assets of the project - Block A and B of Whitefield Hospital,Bangalore.
b) Extension of first charge by way of equitable mortgage on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospitals (India) Private Limited and 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Limited with hospital building. (Currently charged to Federal Bank);
c) Minimum collateral coverage of 100% to be maintained during the currency of the facility;
d) Corporate Guarantee of DM Medcity Hospitals Private Limited and Ambady Infrastructure Private Limited;
e) First pari passu charge by way of equitable mortgage on land commensuring 11.53 acres in Cheranelloor belonging to Ambady Infrastructure Private Limited, a wholly owned subsidiary of Aster DM Healthcare Limited; and
f) Exclusive first charge on leasehold rights of the project building.
Note 6: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 8.40% p.a (linked to RBI repo rate). These loans are originally repayable in 48 monthly instalments (24 monthly instalments remaining as at 31 March 2024). The loans is secured by:
a) Exclusive first charge by way of hypothecation on all movable/immovable fixed assets of the Company created out of the said loan;
b) Second charge on current assets of the Company;
c) Hypothecation of machinery entire unencumbered movable fixed assets of the hospital; and
d) Cash margin @10% (Letter of Credit/ Bank Guarantee).
e) Equitable mortgage of Land & Building charged to the existing limit.
Note 7: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 8.40% (linked to RBI Repo rate). These loans are originally repayable in 84 monthly instalments 69 monthly instalments remaining as at 31 March 2024). The loans is secured by:
a) Exclusively first charge by way of hypothecation on all the movable fixed assets of the company including plant and machinery, furniture and fixtures, vehicles and other movable assets both present and future.
b) First charge on the following properties for all limits of Aster DM Healthcare Limited on pari passu bases with Axis Bank and HDFC Bank. 13.12 acres of landed property at Kochi owned by DM Medcity Hospital India Private Limited, 13.53 acres of landed property at Kochi owned by Aster DM Healthcare Ltd with hospital buildings, 11.68 acres of landed property at Kochi owned by Ambady Infrastructure Private Limited.
Note 8: The term loans from NBFC (including current portion) includes Indian rupee term loan taken from Bajaj Finserv, which carries interest at 9.40% to 10.70% p.a . These loans are originally repayable in 22 quarterly instalments (19 quarterly instalments remaining as at 31 March 2024).
The loans is secured by:
a) First pari passu charge on immovable fixed assets valued at INR 553.3 crores with minimum FACR of 1.3x along with HDFC, AXIS and Federal Bank.
b) Immovable fixed asset details as below:
Pari passu charge on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospital India Private Limited, 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Ltd with hospital building and 11.68 acres in Cheranalloor owned by Ambady Infrastructure Private Limited wholly subsidiary of Aster DM Healthcare Ltd ;and
c) Corporate Gurantee - DM Medcity Hospitals India Private Limited and Ambady Infrastructure Private Limited.
Note 9: a) The Term Loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 7.95%. These loans are originally repayable in 72 monthly instalments (72 monthly instalments remaining as at 31 March 2024).
(i) 13.12 acres of land property at Kochi owned by Aster D M Medcity Hospital Private Limited with hospital buildings there on
(ii) 13.53 acres of landed property at Kochi owned by Aster DM Health Care Limited with hospital buildings and there on with aggregate value land -INR 80 Crores building INR 173 Crores with total value INR 253 Crores
(iii) 11.68 acres of landed property at Kochi owned by Ambady infrastructure Private Limited with aggregate value INR 60 Crores
b) Charge on entire fixed assets of company (Excluding those assets funded out of term loan's)
c) Pari passu first charge on proportionate cash flows of Aster Medcity, Aster CMI. Aster RV and Aster Whitefield Hospital
Note 10: a) The Term Loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 8.50%. These loans are originally repayable in 72 monthly instalments (72 monthly instalments remaining as at 31 March 2024)
(i) 13.12 acres of landed property at Kochi owned by D M Medcity Hospital India Private Limited with hospital buildings thereon
(ii) 13.53 acres of landed property at Kochi owned by Aster DM Healthcare Limited with hospital buildings thereon
(iii) 11.68 acres of landed property at Kochi owned by Ambady Infrastructures Private Limited (Wholly owned subsidiaries of Aster DM Healthcare Limited) with aggregate value INR 394 Crores (Date of valuation 22 June 2023)
b) Charge on entire fixed assets of the company (excluding those assets funded out of term loans)
c) Pari passu first charge on cash flows of Aster Medcity, Aster CMI, Aster RV and Aster Whitefield hospital
d) Exclusive first charge on assets acquired out of term loan.
Note 11: There are no continuing defaults in the repayment of the principal loan and interest amounts.
B Secured overdraft/cash credit facilities from bank
Note 1: Overdraft and Working Capital Loan facility from Federal bank availed and carries and interest at 8.32% to 8.40% p.a (linked to RBI repo rate). The facility is secured by way of exclusive first charge on the current assets of the Company (present and future) of with Axis bank and HDFC bank. Cash margin and additional charge on the current assets and movable fixed assets of the Company. Second charge on all primary and collateral securities, which includes:
a. Hypothecation of current assets;
b. Charge on entire fixed assets of the company (excluding those funded out of term loan)
c. Pari Passu first charge on proportionate cash flows of Aster Medcity, Aster CMI, Aster RV and Aster
Whitefield Hospital.
Note 2: Cash credit facility from Axis bank availed and carries interest of 9.45% to 9.75% p.a (linked to 3 months MCLR). The facility is secured by way of exclusive first charge on the current assets of the Company (present and future).
Note 3: Bank Gurantee and Buyers credit facility availed from Federal Bank and secured by 10% cash margin and additional charge
on current assets and movable fixed assets with interest as per bank card rate.
Note 4 : Secondary collateral charge on the following properties for all limits of Aster DM Healthcare Limited on pari passu basis with respect to note 1, note 2 & note 3; 13.12 acres of landed property at Kochi owned by DM Medcity Hospital India Private Limited, 13.53 acres of landed property at Kochi owned by Aster DM Healthcare Limited with hospital buildings, 11.68 acres of landed property at Kochi owned by Ambady Infrastructure Private Limited. Also, corporate guarantee given by DM Medcity Hospital India Private Limited and Ambady Infrastructure Private Limited.
C Unsecured overdraft facilities from bank
Overdraft facility from Yes Bank availed and carries interest at 9.05% - 9.75% (linked to 1 month MCLR).
The Company offsets deferred tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities related to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
Note i) Deferred tax assets have not been recognized in respect of the capital losses, because it is not probable that future taxable profit will be available against which the Company can use the benefits. The above is arrived basis the balances as on date. The deductible temporary difference do not expire under the current tax legislation.
32 Contingent liabilities and commitments
Particulars
|
For the year ended 31 March 2024
|
For the year ended 31 March 2023
|
Contingent liabilities
|
|
|
Claims against the Company not acknowledged as debts (refer below note 1 and 5)
|
109.94
|
56.60
|
Export commitments under EPCG scheme (refer below Note 2)
|
16.93
|
16.00
|
Corporate guarantees to various subsidiaries [refer note 35B(c)]
|
459.50
|
341.50
|
Letter of credit (refer below Note 7)
|
4.57
|
43.04
|
Additional salary payable under minimum wages act for retrospective periods (refer below Note 3)
|
6.84
|
6.84
|
Bank guarantees (refer below Note 6)
|
7.52
|
7.58
|
Commitments
|
|
|
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for (refer below Note 8)
|
60.31
|
18.77
|
Note 1 : The Company has received income tax assessment orders for AY 2014-15 & 2015-16 wherein the assessing officer has raised net demand of INR 20.08 crores (net of taxes paid amounting to INR 4.28 crores) on account of disallowance of Foreign Tax Credit claimed as per provisions of Section 90/90A of Income Tax Act, 1961 and the disallowance under section 14A. The Company has also received income tax demand order of INR 0.18 crores for AY 2012-13 where in assessing officer denied legal and professional fee and business promotion expenses. The Company also received income tax demand order of INR 2.28 crores, INR 2.15 crore and INR 2.87 crores for AY 16-17, AY 17-18 and AY 18-19 respectively where assessing officer contended TDS deducted from doctors are subject to section 192 rather than section 194J of income tax act 1961 based on the terms of arrangements with the doctors . The Company had also received income tax demand order of INR 0.20 crore for AY 17-18 wherein assessing officer made disallowances on account of delayed payment of provident fund deducted from employees. The Company had also received income tax assessment orders for AY 21-22 & AY 22-23 where in assessing officer
has raised ICDS adjustments as per ITR Vs form 3CD of INR 14.06 crore and INR 36.02 crore respectively. In all above cases, the Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been made on the financial statements. The Company has filed an appeal against these demand orders received and has paid INR 4.61 crores under protest for the above cases (refer Note 13).
Note 2 : The Company has obtained duty free / concessional duty licenses for import of capital goods by undertaking export obligations under the EPCG scheme. As at 31 March 2024, the customs duty obligations remaining to be fulfilled amounts to INR 16.93 crores (31 March 2023: INR 16.00 crores). In the event that export obligations are not fulfilled, the Company would be liable to pay the levies.
Note 3 : On 23 April 2018, the Government of Kerala issued an order revising the minimum wages of medical and nursing staff. The order mentions that the changes would be effective retrospectively from 1 October 2017. Since the legislation was issued in April 2018, Management has started paying the revised salary with effect from 1 April 2018. The Company filed an appeal against the retrospective application of this order with the High Court of Kerala which has issued an interim stay order on 26 July 2018. The Writ Petition WP (c) No. 25109/2018 challenging the retrospective effect of minimum wage order passed by the Government of Kerala is pending before the Hon'ble High Court of Kerala in hearing list. Based on the stay order and legal advise, Management believes that their position will be upheld and therefore has not provided for the incremental cost for the period October 2017 to March 2018.
Note 4 : On 28 February 2019, the Hon'ble Supreme Court of India has delivered a judgment clarifying the principles that need to be applied in determining the components of salaries and wages on which Provident Fund (PF) contributions need to be made by establishments. Basis this judgment, the Company has re-computed its liability towards PF from the month of March 2019 and has paid PF as per Supreme Court judgement. In respect of the earlier periods/years, the Company has been legally advised that there are numerous interpretative challenges on the application of the judgment retrospectively. Based on such legal advice, the Management believes that it is impracticable at this stage to reliably measure the provision required, if any, and accordingly, no provision has been made towards the same. Necessary adjustments, if any, will be made to the books as more clarity emerges on this subject.
Note 5 : The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect any reimbursement in respect of the above contingent liabilities.
Note 6 : Bank guarantee is issued by various bankers on behalf of the Company with respect to its commitment to various parties.
Note 7 : Letter of credit is issued by various bankers on behalf of the Company to foreign vendors with respect to various international trade viz., Capital asset procurement.
Note 8 : 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 disclosed in then standalone financial statements.
33 Earnings per share
A. Basic earnings per share
The calculation of profit attributable to equity share holders and weighted average number of equity shares outstanding for the purpose of
basic earnings per share calculations are as follows:
B Financial risk management
The Company's activities expose it to a variety of financial risks: credit risk, market risk and liquidity risk.
i) Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the risk management framework. The Company's audit and risk management committee oversees how management monitors compliance with the risk management policies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. The committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad-hoc reviews of risk management controls and procedures, the results of which are reported to the audit and risk management committee.
ii) Credit risk
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investing activities, including deposits with banks and financial institutions and other financial instruments.
Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom credit has been granted after obtaining necessary approvals for credit. The collection from the trade receivables are monitored on a continuous basis by the receivables team.
The Company always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtors and an analysis of the debtors' current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate, and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to INR 127.55 crores (31 March 2023: INR 111.33 crores) and unbilled receivables (net of advances from patient) as given in note 12 amounting to INR 18.33 crores (31 March 2023: INR 13.51 crores).
No single customer accounted for more than 10% of the revenue as of 31 March 2024 and 31 March 2023. There is no significant concentration of credit risk.
Credit risk on cash and cash equivalent and other bank balances is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
iii) 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. Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for management of the Company's short, medium and long-term funding and liquidity management requirements. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Financial assets of INR 2,959.74 crores (including restricted deposits of INR 6.40 crores) as at 31 March 2024 is in the form of cash and cash equivalents, bank balances other than cash and cash equivalents above, investments, trade receivables, loans and other financial assets where the Company has assessed the counterparty credit risk. Trade receivables of INR 127.55 crores (net of provision of INR 12.24 crores) as at 31 March 2024 carried at amortised cost and is valued considering provision for allowance using expected credit loss method (if any). In addition to the historical pattern of credit loss, we have considered the likelihood of increased credit risk. The Company has specifically evaluated the potential impact with respect to Healthcare service sector. The Company closely monitors its customers who are being impacted. Also a substantial portion of the financial asset is related to investments in subsidiaries and associate companies (INR 2,175.55 crores) and loans and advances to subsidiaries and associate companies (INR 454.95 crores, net of provision of INR 13.48 crores) wherein Management has considered on the projections while doing its assessment for impairment testing.
Financial assets of INR 2,817.08 crores (including restricted deposits of INR 4.15 crores) as at 31 March 2023 is in the form of cash and cash equivalents, bank balances other than cash and cash equivalents above, investments, trade receivables, loans and other financial assets where the Company has assessed the counterparty credit risk. Trade receivables of INR 111.33 crores (net of provision of INR 10.90 crores) as at 31 March 2023 carried at amortised cost and is valued considering provision for allowance using expected credit loss method (if any). In addition to the historical pattern of credit loss, we have considered the likelihood of increased credit risk. The Company has specifically evaluated the potential impact with respect to Healthcare service sector. The Company closely monitors its customer who are being impacted. Also a substantial portion of the financial asset is related to investments in subsidiary companies (INR 2,141.10 crores) and loans and advances to subsidiary companies (INR 353.05 crores, net of provision of INR 13.48 crores) wherein Management has considered on the projections while doing its assessment for impairment testing
iv) Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, such as foreign exchange rates, interest rates and equity prices.
(a) Foreign currency risk
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate fluctuations arise. The Company is mainly exposed to AED, OMR and US dollar.
The carrying amounts of the Company's foreign currency denominated monetary assets and monetary liabilities at the reporting date are as follows:
Sensitivity analysis
The sensitivity of profit or loss to changes in exchange rates arises mainly from foreign currency denominated financial instruments. One per cent 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 year-end for a one per cent change in foreign currency rates. A positive number below indicates an increase in profit and other equity where currency units strengthens one per cent against the relevant currency. For a one per cent weakening of currency units against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below would be negative.
(b) Interest rate risk
The Company is exposed to interest rate risk because the Company borrows funds at both fixed and floating interest rates. The Company's significant interest rate risk arises from long-term borrowings with variable interest rates, which expose the Company to cash flow interest rate risk. The interest rate on the Company's financial instruments is based on market rates. The Company monitors the movement in interest rates on an ongoing basis. The risk is managed by the Company by maintaining an appropriate mix between fixed and floating rate borrowings,
The analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the whole year. A one per cent 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. The Company's sensitivity to interest rates has increased in the current year due to the additional variable rate long term borrowings taken during the year.
(c) Equity price risk
The Company is exposed to price risks araising from investments in equity share. The Company's investment are help strategically rather than for trading purpose.
38 Employee benefits
A The Company has a defined benefit gratuity plan as per the Payment of Gratuity Act, 1972 ('Gratuity Act'). Under the Gratuity Act, employee who has completed five years of service is entitled to specific benefit. The gratuity benefit provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 / 30 days' salary payable for each completed year of service.
The Company assesses these assumptions with its projected long-term plans of growth and prevalent industry standards. The discount rate is based on the government securities yield.
Gratuity is applicable only to employees drawing a salary in Indian rupees and there are no other foreign defined benefit gratuity plans.
(ii) Sensitivity analysis
Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and withdrawal rate. Reasonably possible changes at the reporting date to one of the actuarial assumptions, holding all other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
39 Leases
The Company has taken hospital premises on lease from various parties from where healthcare and management services are rendered. The leases typically run for a period of 1 year - 29 years. Lease payments are renegotiated nearing the expiry to reflect market rentals.
40 Capital management
The Company's policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors capital on the basis of return on capital employed as well as the debt to total equity ratio.
For the purpose of debt to total equity ratio, debt considered is long-term and short-term borrowings. Total equity comprise of issued share capital and all other equity reserves.
41 Share based payments
A Description of share-based payment arrangements- Share option plans (equity-settled)
The Company has issued stock options under the DM Healthcare Employees Stock Option Plan 2013 (“DM Healthcare ESOP 2013" or “2013 Plan") during the financial year ended 31 March 2013. The 2013 Plan covers all non-promoter directors and employees of the Company and its subsidiaries (collectively referred to as “eligible employees"). Under this plan, holders of vested options are entitled to purchase shares at the exercise price approved by the Nomination and Remuneration Committee (agreed at 25% discount at previous day closing traded share price in case of performance options and Rs. 10 in case of loyalty options). The Nomination and Remuneration Committee granted the options on the basis of performance, criticality, loyalty and potential of the employees as identified by the management. Each employee share option converts into one equity share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. If the options remain unexercised at the end of the contractual life of the option, the options expire. Options are forfeited if the employee leaves the Company before the options vest.
The Company has granted different categories of options on various dates mentioned in below table on different terms viz; incentive options, milestone options, performance options and loyalty options.
The Company has computed the grant date fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options.
Expected volatility has been based on an evaluation of the historical volatility of the Company's share price, particularly over the historical period commensurate with the expected term. The expected term of the instruments has been based on historical experience and general option holder behaviour.
The options outstanding at 31 March 2024 have an exercise price in the range of INR 10 to INR 234 (31 March 2023: INR 10 to INR 155.71) and a weighted average remaining contractual life of 1.12 years (31 March 2023: 4.28 years).
E Expense recognised in statement of profit and loss
For details on the employee benefits expense, see Note 27.
42 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with associated enterprises during the financial period and expects such records to be in existence latest by the date of filing its income tax return as required by the law. The Management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.
Notes:
Total debt = Borrowings Lease liabilities - Cash & cash equivalents - Other bank balances - Current investments
Earnings available for debt service = Net profit before taxes Non-cash operating expenses like depreciation and amortisations - Other income Interest Other adjustments (such as loss on sale of property, plant and equipment, fair valuation of put options)
Debt service = Interest Principal repayments Lease payments
Net profit = Net profit after tax
Capital employed = Tangible net worth Total debt
Earnings before interest and taxes = Net profit before taxes - Other income Interest Other adjustments (such as loss on sale of property, plant and equipment, fair valuation of put options)
44 Additional disclosures
a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property during and as at 31 March 2024 and 31 March 2023.
b) The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
c) There are no transactions and balances with companies which have been removed from the Register of Companies [struck off companies] during and as at the reporting periods.
d) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
e) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period as at the reporting periods.
f) The Company has not advanced or loaned or invested funds during the reporting periods to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) 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
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
except loan to Alfaone Medicals Private Limited amounting to INR 80.40 crores out of which INR 74.40 crores was lent to Alfaone Retail Pharmacies Private Limited.
g) The Company has not received any fund during the reporting periods from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) 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
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
h) 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 reporting periods 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).
i) The Group has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties except note
(j) below (as defined under Companies Act, 2013), either severally or jointly with any other person that are:
(i) repayable on demand; or
(ii) without specifying any terms or period of repayment.
j) The Company has granted loans to below mentioned related party (refer Note 35) for business purpose which is repayable on demand at rate of interest ranging betweem 8.83% to 12% 31 (March 2023: 8% to 12%)
(i) Aster Clinical Lab LLP
(ii) Hindustan Pharma Distributors Private Limited
(iii) Alfaone Medicals Private Limited
(iv) DM Med City Hospitals (India) Private Limited
(v) Aster DM Healthcare (Trivandrum) Private Limited
(vi) Ambady Infrastructure Private Limited
k) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
l) The Company has not traded / invested in Crypto currency during the reporting periods.
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