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Page 1: Layout 1 (Page 3) Alignment of the existing Nursing program with the Nursing Quality Improvement ... allowing better diagnosis and treatment ... stab wound victim
Page 2: Layout 1 (Page 3) Alignment of the existing Nursing program with the Nursing Quality Improvement ... allowing better diagnosis and treatment ... stab wound victim
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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

TABLE OF CONTENTS

PAGES

CORPORATE INFORMATION 4

CHAIRPERSON STATEMENT 5

BOARD OF DIRECTORS 6

KEY PERSONNEL 7

OPERATIONS REVIEW 8 - 11

CORPORATE GOVERNANCE REPORT 13 - 24

AUDITORS' REPORT 28 - 29

STATEMENTS OF FINANCIAL POSITION 30

STATEMENTS OF COMPREHENSIVE INCOME 31

STATEMENTS OF CHANGES IN EQUITY 32 - 33

STATEMENTS OF CASHFLOWS 34

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE INFORMATION

BOARD OF DIRECTORS

DIRECTORSJean-Pierre Dalais (Chairperson as from May 11, 2011)Marie Marc Guy AdamLouis Marie Bruno Jullienne (As from August 13, 2010)Narottam Dev Puri (Chairperson up to May 11, 2011)Antoine Michel ThomasAnurag Yadav (As from October 12, 2010)

ALTERNATE DIRECTORJérôme De Chasteauneuf (Alternate to Jean-Pierre Dalais as from February 1, 2011)

BOARD COMMITTEES

CORPORATE GOVERNANCE COMMITTEENarottam Dev Puri, ChairpersonMarie Marc Guy AdamLouis Marie Bruno Jullienne

AUDIT & RISK COMMITTEEAnurag Yadav, ChairpersonJérôme De ChasteauneufAntoine Michel Thomas

CHIEF OPERATING OFFICERSimmardeep Singh Gill (As from January 13, 2011)

SECRETARIAL SERVICESCIEL Corporate Services Ltd5th Floor, Ebène Skies,Rue de l’Institut, Ebène, MauritiusTel : +230 404 2200 Fax: +230 404 2201

REGISTRAR AND TRANSFER OFFICEIf you are a shareholder and have inquiries regarding your account, wish to change your name and address, or have questions aboutlost certificates, share transfers or dividends, please contact our Registrar and Transfer Office:

MCB Registry & Securities LimitedRaymond Lamusse Building9-11, Sir William Newton Street, Port LouisTel: +230 202 5397 Fax: +230 208 1167

REGISTERED OFFICEC/o Fortis Clinique DarnéGeorges Guibert Street, Floréal, MauritiusTelephone: +230 601 2300 Fax: +230 696 3612Email: [email protected]

MAIN BANKERThe Mauritius Commercial Bank Limited

STATUTORY AUDITORSErnst & Young

INTERNAL AUDITORSBDO & Co

4

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CHAIRPERSON’S STATEMENT

On behalf of the Board of Directors, I am pleased to present the Company’s Annual

Report for the financial year ended March 31, 2011.

The Medical & Surgical Centre Limited Group has achieved a remarkable performance

for the year ended March 31, 2011 with a Revenue figure of Rs. 444 M ( 9 months

to March 31, 2011 – Rs. 285 M) , and a profit after taxation of Rs. 27.9 M ( 9 months

to March 31, 2011 – Rs. 3.7 M). This performance has been achieved through

continuous effort and investment in medical and human resources. The main

highlights for the year being:

- Investment in Property, Plant and equipment in excess of Rs. 36 M to improve the

facility and increase the range of services on offer

- Creation of a boutique unit for maternity and paediatrics branded as “The Nest”

- Creation of a new Chemotherapy lounge

- Launch of a fully equipped Ambulance

- Introduction of a Patient Welfare Department to facilitate our interactions with

patients with a focus on providing improved services

- Alignment of the existing Nursing program with the Nursing Quality Improvement

program of Fortis India

- Marketing campaigns to showcase trust, patient centricity and clinical expertise

- Development of International business with special focus in Madagascar

I am confident that the Clinique is gearing towards a higher level of service and care and with the efforts and determination of one and all, the

coming year will also be fruitful both in terms of medical programs and financial results.

On behalf of my fellow Directors I wish to thank Dr. Narottam Puri, the outgoing Chairperson of the Board for his positive contributions towards the

Group.

My thanks and sincere appreciations also go to all the Directors and all members of the Clinique’s staff and management for their excellent work,

which contributes to the success of Fortis Clinique Darné.

Jean-Pierre DalaisChairperson

5

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

BOARD OF DIRECTORS

DR. NAROTTAM PURI

Advisor – Medical, Fortis Healthcare Ltd.Outgoing Chairperson;Non-Executive Director

JEAN-PIERRE DALAIS

CEO, CIEL Investment Ltd. & CIEL Capital Ltd.Current Chairperson

DR. GUY ADAM

General Surgeon, Fortis Clinique DarnéIndependent Director

MICHEL THOMAS

Operations Executive, Swan Insurance

Independent Director

JÉRÔME DE CHASTEAUNEUF

Managing Director, CIEL Corporate Services Ltd.

Alternate Director

ANURAG YADAV

Chief Financial Controller, Fortis Healthcare Ltd.Non-Executive Director

BRUNO JULLIENNE

CEO, Noveprim Group Ltd.Non-Executive Director

6

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

KEY PERSONNEL

Standing left to right:

● Mohit Arora, Manager - Hospital Services

● Ramkumarsingh Emrith, Finance Manager

● Dr. Abdool Satar Bhoyroo, Head of Department – Cardiac Surgery

● Dr. Simmardeep Singh Gill, Chief Operating Officer (COO)

● Dr. Balbir Singh Verma, Senior Consultant – Department of Urology & Kidney Transplant Surgery

● Dora Ramsamy, Human Resources Manager

● Alex Alexander, Business Analyst and Senior Manager - Marketing & Business Development

● Dr. Ashish Sharma, Deputy Medical Superintendent

● A. F. Roland d'Argent, Technical and Quality Manager

7

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

OPERATIONS REVIEW

HEALTHY GROWTH

The past financial year was a historic one for the Group as it went about

consolidating its position as the leading healthcare provider in

Mauritius, in spite of increased competition and a limited market.

Turnover grew by almost 17% on an annualised basis over the previous

financial year. The profit stands at Rs. 27.97M as compared to Rs. 3.71M

in the previous year. Thus, immense progress made both in terms of

revenue and profitability through the creation of a process-driven culture.

BUILDING THE FUTURE

The past financial year was also a busy one in terms of enhancement

of the medical program. In July 2010, to commensurate the creation

of a dedicated first-of-its-kind boutique facility branded “The Nest”the Hospital officially inaugurated

a new fully equipped 10-bedded

Neonatal Intensive Care Unit

(NICU). Strategically located on

the first floor of Fortis Clinique

Darné, “The Nest” combines

state-of-the-art medical care with family-centric approach, with range

of services including care of premature infants, full-term newborns,

toddlers, children, and mothers. It is backed by five core specialties –

Gynaecology, Obstetrics, Neonatology, Paediatrics, and Critical Care.

The Hospital also saw several up

gradation works to its facility. The

reception area, café and corridors

were renovated to reflect a more

modern set-up and welcoming

environment. Another pivotal

initiative to improve patient flow

across the facility was the

complete re-design of the

internal signage, which allowed

us to make the facility more user

friendly, with ease in finding

specific sections.

Further, with an aim to enhancing focus on patient satisfaction, a

dedicated Patient Welfare Department was created. Patient

satisfaction indexes are the best measure to ascertain how well a

hospital is functioning and by introducing this department we have yet

again reiterated our patient-centric approach.

Fortis Clinique Darné also took another critical step in positioning itself

as the premier destination in Mauritius for emergency and ambulatory

care. In January 2011, the new Advanced Cardiac Life Support

ambulance arrived, which is equipped with state-of-the-art facilities

including a telemedicine system which allows for real time consults from

a specialist.

CLINICAL EXCELLENCE

With a view to providing highest levels of tertiary care through creation

of Centres of Excellence (CoEs), the hospital has engaged Dr. Balbir

Verma, who joined as Senior Consultant – Department of Urology

and Kidney Transplant Surgery. This has helped to strengthen the

Department of Renal Sciences, allowing better diagnosis and treatment

of patients with different renal disorders.

For the first time in Mauritius, eminent visiting cardiologist from India,

Dr. Aparna Jaswal (Senior Consultant Cardiologist and Electrophysiolo-

gist at Fortis Escorts Heart Institute) performed 3 electrophysiological

(EP) studies along with radio frequency ablation. Dr. Bhoyroo, cardiac

surgeon and his team performed 2 cardiac surgeries without blood

transfusion and successfully repaired the left ventricle of the heart in a

stab wound victim. And urological laparoscopic procedures that were

previously not available were performed by Dr. Balbir Verma, urologist.

86.6 97.9

104.2 107.8 104.1 115.5 118.5

-

25.0

50.0

75.0

100.0

125.0

150.0

FY09

Q1

FY09

Q2

FY09

Q3

FY10

Q1

FY10

Q2

FY10

Q3

FY10

Q4

REVENUE

86.6 97.9

104.2 107.8 104.1 115.5 118.5

-

25.0

50.0

75.0

100.0

125.0

150.0

FY09

Q1

FY09

Q2

FY09

Q3

FY10

Q1

FY10

Q2

FY10

Q3

FY10

Q4

REVENUERs. M

Our aim is to be recognised as a Centre of Excellence (CoE) for super specialities not onlyin Mauritius, but in the entire Indian Ocean region.

Dr. Simmardeep Singh GillChief Operating Officer

“ “

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

OPERATIONS REVIEW

The year was also marked by some very significant activities in terms of

Continuous Medical Education (CMEs). In October 2010, CME entitled –

‘The Fight against Pain in Newborns & Children’ was hosted. And then

the Hospital went on to pioneer the first ever Cardiac Sciences Congress

on the island in November 2010. This Congress, in collaboration with

experts at Fortis Clinique Darné offered a platform for internationally

renowned cardiologists within the Fortis network to share their

knowledge and expertise with the medical fraternity at large. This was

a key initiative taken by the hospital in its continued endeavour to scale

new heights in the arena of practising and sharing good medicine.

HUMAN RESOURCES

At Fortis Clinique Darné, the belief is that

competitive advantage is derived from its

employees. The HR Department takes

employee suggestions very seriously and

keeping this in mind, various programmes

have been implemented to promote

employee engagement across the

organisation. Some of the initiatives

include a weekly walk-in forum called ‘HR

Hour’ wherein issues or suggestions

employees might have to improve the

workplace can be discussed, annual

singing competition for staff – ‘FCD Idol’,and empowerment programs for nursing

staff.

With a view to promoting continuous growth and development, the HR

department has also introduced a Performance Appraisal System to

establish a strong performance-based culture in the organisation. This

was successfully implemented through interactive one-on-one

appraisals, supported by tools such as the job chat forms and by self

assessment through demonstrated behaviour forms which have enabled

the organisation to identify and grow internal talent.

CORPORATE SOCIAL RESPONSIBILITY

As a socially responsible and service-conscious healthcare organisation,

Fortis Clinique Darné takes social activities very close to heart. Its belief

is that proper healthcare should be accessible to each and every

individual and Fortis Clinique Darné is committed to go that extra mile

in providing that support to the community on a regular basis.

Several free medical screening camps have been held over the past year

at varied localities for the general public, e.g. – Mont Roches and

Paillotte. Awareness campaigns through lectures and training in schools

is yet another area where Fortis Clinique Darné has been keenly involved.

Fortis Clinique Darné continues to support the Muscular Dystrophy

Association (MDA) by offering free cardio and respiratory check-ups to

people suffering from Duchenes Muscular Dystrophy.

And this year it also partnered the official launch of the Haemophilia

Patients and Parents Support Group (HePPS_G) to help spread awareness

and educate the general public about haemophilia.

2% of the organisation’s profits are donated to Fondation Nouveau

Regard, a charitable organisation to help promote tolerance, non

discrimination and equal opportunity.

9

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BUILDING THE BRAND

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CORPORATE GOVERNANCE REPORT

8

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

The Medical and Surgical Centre Limited (“MSCL” or “the Company”) is a public company incorporated on July 17, 1972, and is listed on the

Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Limited.

The Company is committed to the highest standard of business integrity, transparency and professionalism in all its activities to ensure that the

activities within the Company are managed ethically and responsibly to enhance business value for all stakeholders.

The Company is engaged in upholding standards of corporate governance through awareness of business ethics and supervision of its management

team by the Board of Directors. This has brought about the establishment of key committees, namely the Audit Committee and the Corporate

Governance Committee.

CONSTITUTION

The Constitution of the Company is in conformity with the provisions of the Companies Act 2001 and the DEM rules and comprises the following

main clauses:

- The minimum number of Directors shall be three (3) and the maximum number shall be twelve (12).

- In case of an equality of votes, the Chairperson of a shareholders’ meeting shall not be entitled to a casting vote.

- A quorum for a meeting of shareholders shall be present where three shareholders holding shares of the Company carrying voting rights at the

- meeting are present and/or represented and/or participating by means of audio, or audio and visual, communication by which all shareholders can

- simultaneously hear each other throughout the meeting.

- A quorum for a meeting of the Board shall be fixed by the Board and if not so fixed shall be a majority of the directors.

- The Chairperson shall not have a casting vote at Board Meetings.

CORPORATE STRUCTURE

The corporate structure of the Company as at March 31, 2011 was as follows:

Novelife Limited(28.51%)

The Medical andSurgical Centre

Limited

Le Café du VolcanLtée

(100% subsidiary)

Fortis Healthcare International

Limited (28.89%)

Other shareholders

(42.60%)

13

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

SHAREHOLDING

As at March 31, 2011, the share capital of the Company was made up of 569,940,822 no par value ordinary shares worth in total Rs. 289,801,318.

There were 193 shareholders on its registry as at that date.

As at same date, the shareholders holding more than 5% of the share capital of the Company were:

COMMON DIRECTORS

The common Director within the holding structure of the Company is as follows:

DATA ANALYSIS OF SHAREHOLDING

The Registrar and Transfer Office of the Company are administered by MCB Registry & Securities Limited.

The ownership of ordinary share capital by size of shareholding was as follows as at March 31, 2011:

The ownership of ordinary share capital by category of shareholding was as follows as at March 31, 2011:

Fortis Healthcare International Limited 164,670,801 28.89%

Novelife Limited 162,479,501 28.51%

Shareholder shareholding % shareholding

Size of shareholdingNo. of shareholders No. of shares owned % Holding

79 1-500 5,332 0.001

15 501 - 1,000 14,000 0.002

25 1,001 - 5,000 78,060 0.014

9 5,001 - 10,000 66,000 0.012

13 10,001 - 50,000 322,898 0.057

- 50,001 - 100,000 - -

8 100,001 - 250,000 1,209,250 0.212

3 250,001 - 500,000 1,017,820 .179

7 500,001 - 1,000,000 5,500,850 0.97

34 Over 1,000,001 561,726,612 98.56

193 569,940,822 100.00

Fortis Healthcare Novelife LimitedInternational Limited

Jean-Pierre DALAIS √

(No. of shares)

Category No. of shareholders No. of shares owned % Holding

Individuals 124 689,177 0.12

Insurance & Assurance Companies 4 10,000,000 1.75

Pensions and Provident Funds 1 547,400 0.10

Investment and Trust Companies 1 3,714,280 0.65

Other Corporate Bodies 63 554,989,965 97.38

193 569,940,822 100.00

14

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

SHARE PRICE INFORMATION

The shares of the Company are quoted on the Development & Enterprise Market (“DEM”) of the Stock Exchange of Mauritius Limited. The details

of the share price for the year under review were as follows:

COMMUNICATION WITH THE SHAREHOLDERS

During the year, quarterly, half-yearly and audited annual financial results of the Company were submitted to the Stock Exchange of Mauritius Ltd

and Financial Services Commission immediately after their approval by the Board of Directors and were accordingly published in the press.

Shareholders are invited to attend the Company’s Annual Meeting, which remains the ideal forum for discussions with the Directors and the

management team.

The calendar of events is as follows:

DIVIDEND POLICY

No dividend was declared during the financial year ended March 31, 2011.

BOARD OF DIRECTORS

The Company’s constitution provides that the Board shall comprise of minimum three (3) Directors and maximum twelve (12). A quorum for a

meeting of the Board shall be fixed by the Board and if not so fixed shall be a majority of the directors.

The Board of MSCL is responsible to all its stakeholders for the conduct and performance of the Company. It also retains responsibility for the

approval of certain matters which accept the shape and risk profile of the Company, as well as such items as the annual budget, the audited

financial statements, payments to shareholders and major capital investments.

The Board consists of Non-Executive and Independent Directors. The offices of Chairperson and Chief Operating Officer are held separately.

The Independent Directors play a key governance role in protecting the shareholders’ interests. They are independent and bring an external

dimension to the Board, whilst complementing the skills and experience of the Non-Executive Directors through their knowledge, experience and

insight from other sectors.

The board meetings are convened by giving appropriate notice, and the Chairperson and the Chief Operating Officer, with the assistance of the

Company Secretary, are responsible for the agenda for each Board meeting.

5.004.003.002.001.000.00

Rs.

April 10 May 10 June 10 July 10 Aug 10 Sept 10 Oct 10 Nov 10 Dec 10 Jan 11 Feb 11 March 11

2.20 2.153.00

2.00

3.25 3.25 3.053.50

3.00 3.30 3.252.75

Event Month

Financial year end March

Last annual meeting of shareholders September

Publication of first quarter results August

Publication of half yearly results November

Publication of third quarter results February

Publication of full year results June

Forthcoming annual meeting of shareholders September

15

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

CHANGE IN CHAIRPERSONSHIP

On May 4, 2010, Dr. Narottam Dev Puri was appointed Chairperson. He took over from Mr. Gérald de Senneville who held that position for one year.Mr. Gérald de Senneville continued to sit on the Board as Director until July 20, 2010; date on which he resigned as Director of MSCL.On May 11, 2011, Mr. Jean-Pierre Dalais was appointed Chairperson of the Company in replacement of Dr. Narottam Puri who remains on the Boardas Director.

DIRECTORS’ PROFILES

The profiles and categories of Directors are provided hereafter:

Mr. Jean-Pierre Dalais – Non-Executive Director (Chairperson as from May 11, 2011)Mr. Jean-Pierre Dalais was appointed Director of MSCL on May 25, 2009. After graduating with an MBA from The International University of America, he joined the CIEL group after a period at Arthur Andersen in Mauritius and France. Mr. Jean-Pierre Dalais is the Chief Executive Officer of CIELInvestment Limited and CIEL Capital Limited. He is also a Director of Le Café Du Volcan Ltée, subsidiary company of MSCL.Directorship in listed companies in Mauritius: Ipro Growth Fund Limited, Phoenix Beverages Limited (Alternate Director), Sun Resorts Limited, Swan Insurance Company Limited.

Dr. Marie Marc Guy Adam – Independent Director Dr. Marie Marc Guy Adam is a Fellow of the Association of Surgeons of Great Britain & Ireland and has been practising as a General Surgeon in Mauritius since 1988. He has been closely associated with The Medical and Surgical Centre for most of his medical career in Mauritius. He is also a Medical Advisor to Swan Health Insurance, a Medical Officer to Medine Sugar Estate and a member of the Board of Directors of Rogers & Co Ltd since1994. Directorship in listed companies in Mauritius: Rogers and Company Limited

Mr. Louis Marie Bruno Jullienne – Non-Executive Director (As from August 13, 2010)Mr. Louis Marie Bruno Jullienne holds an MBA from the Grenoble Graduate School of Business, France (2004). He is also a Graduate in Science from theUniversity of Mauritius (1997). Prior to joining the Company in 2004, Mr. Jullienne worked for 6 years as Agronomist in the sugar industry for the Unionand the Savannah Sugar Estates. He was promoted to the post of Chief Executive Officer of Noveprim Group in August 2010.Directorship in listed companies in Mauritius: None

Dr. Narottam Dev Puri - Non- Executive Director (Chairperson up to May 11, 2011)Dr. Narottam Dev Puri is the Advisor Medical of Fortis Healthcare Limited and ex-President of the Medical Strategy & Quality of Fortis Healthcare Limited. He brings with him 43 years in Indian Healthcare; first as a Government servant, then as a teacher followed by a successful stint as a practising clinician, a medical entrepreneur, a management role in a “not for profit” hospital. Finally a top management role in corporate healthcare hasgiven the widely travelled Dr. Puri a 360 degree view of healthcare. He has been exposed to and has experience of all facets of healthcare in India. Heis also advisor of health services and health insurances to the Federation of Indian Chambers of Commerce and Industry and emeritus consultant, ENTat Fortis hospitals. Directorship in listed companies in Mauritius: None

Mr. Antoine Michel Thomas – Independent DirectorMr. Antoine Michel Thomas has more than thirty years of experience in General Insurance. He has been appointed Operations Executive of Swan Insurance since January 2005 and is presently responsible for the Short Term Operations of the Swan Group. His key areas of specialisation are insurance and reinsurance contract law, liability insurances, general insurance underwriting, claims management, general insurancetraining, arbitration law and rules and Alternate Dispute Resolution (ADR) procedures. He is also a Director of Swan Insurance Company Limited sinceJanuary 2008.Directorship in listed companies in Mauritius: Swan Insurance Company Limited

Mr. Anurag Yadav – Non- Executive Director (As from October 12, 2010)Mr. Anurag Yadav is a qualified Chartered Accountant from the Institute of Chartered Accountants of India. He also holds an LLB from Punjab University, Chandigarh, India and a Masters of Commerce from H.P. University, Shimla, India. He has significant management work experience of over16 years in Healthcare, Telecom, IT and FMCG space. Since December 2005, Mr. Yadav is the Chief Financial Controller of Fortis Healthcare Limited. Directorship in listed companies in Mauritius: None

Mr. Jérôme De Chasteauneuf – Alternate Director to Mr. Jean-Pierre DalaisMr. Jérôme De Chasteauneuf was appointed Alternate Director of the Company on February 1, 2011. Qualified as a Chartered Accountant of England and Wales, Mr. De Chasteauneuf joined the CIEL Group in 1993 as Project Financier. He became the Head of Finance of CIEL Group in 2000where he effectively acts as Group Treasurer. He is also the Managing Director of CIEL Corporate Services Ltd.Directorship in listed companies in Mauritius: Harel Mallac Limited, Ipro Growth Fund Limited

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

BOARD ATTENDANCE

During the year under review, there were three Board meetings, during which the Directors reviewed and adopted the Company’s audited financial

statements, approved the Company’s budget, quarterly results, amongst other items.

The attendance of the Directors at these meetings was as follows:

1: Resigned on July 20, 2010

2: Appointed on August 13, 2010

3: Appointed on October 12, 2010

The quarterly accounts for the period ended June 30, 2010, September 30, 2010 and December 31, 2010 were approved by means of written

resolutions.

BOARD COMMITTEES

The Board considers Corporate Governance as a matter of priority that requires more attention than merely establishing the steps to be taken to

demonstrate compliance with legal, statutory, regulatory or listing requirements. It is fully aware of the contribution that good Corporate Governance

provides to the Company in terms of growth, financial stability and performance. Issues of governance will continue to receive the Board and its

Committees’ consideration and attention during the years ahead.

The Board has set up the following Committees which have an important role in enhancing high standards of governance and achieving increased

and continuous improvements in terms of effectiveness within the Company.

Senior Management as well as internal and external auditors regularly attend Committee meetings to report on specific issues.

Corporate Governance Committee – The Committee is composed of three members namely Messrs. Narottam Dev Puri, Louis Marie Bruno

Jullienne and Marie Marc Guy Adam who are responsible for providing guidance to the Board on aspects of Corporate Governance and for

recommending the adoption of policies and best practices.

Together with its duties, the Corporate Governance Committee is also responsible for remuneration and nomination matters.

Directors Attendance

Marie Marc Guy Adam 3 (out of 3)

Jean-Pierre Dalais 3 (out of 3)

Mr. Gerald De Senneville¹ 1 (out of 3)

Louis Marie Bruno Jullienne² 2 (out of 3)

Narottam Dev Puri 3 (out of 3)

Antoine Michel Thomas 3 (out of 3)

Anurag Yadav³ 1 (out of 3)

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

Audit & Risk Committee – The Committee is composed of three members, namely Messrs. Anurag Yadav, as Chairperson, Antoine Michel Thomas

and Jérôme De Chasteauneuf.

Mr. Jérôme De Chasteauneuf was appointed as Member of the Audit Committee on February 1, 2011 in replacement of Mr. Guillaume Dalais who

resigned accordingly.

During the year under review, the Committee met twice. The composition of the Committee as well as the attendance at the meetings was

as follows:-

1: Resigned on February 1, 2011

2: Appointed on February 1, 2011

The quarterly accounts were approved by the Board of Directors by means of written resolutions.

The Chief Operating Officer as well as the Finance Manager of the Company also attended the meetings.

The broad terms of reference of the Committee, as approved by the Board, are to:

(i) Monitor the integrity of the financial statements and any formal announcements relating to the Company’s financial performance before

submission to the Board;

(ii) Approve the condensed unaudited quarterly financial statements of the Company on behalf of the Board when the Directors cannot meet and

authorise the Secretary to release the said announcements to the Stock Exchange of Mauritius and the Financial Services Commission and

publish same in local press, as required by Law;

(iii) Monitor and review the effectiveness of the Company’s internal audit function; approve the appointment or termination of the internal auditor;

(iv) Approve the remuneration and terms of engagement of the external auditors; and

(v) Consider other matters as defined by the Board.

INTERNAL AUDIT FUNCTION

The function of Internal Audit is carried out by Messrs BDO & Co. The internal auditors assist the Board and management to maintain and improve

the process by which risks are identified and managed and help the Board discharge its responsibilities to maintain and strengthen the internal

control framework. The internal audit function is responsible for providing assurance to the Board regarding the implementation, operation and

effectiveness of internal control and risk management.

The Board has delegated the responsibility for managing the internal audit function and for receiving internal audit reports to the Audit Committee.

The Audit Committee has the following duties in respect of the internal audit function:

● Advise and approve the appointment or removal of the internal auditors;

● Approve the scope and work plan of the internal audit function;

● Receive and consider reports from internal audit function;

● Advise the Board on significant matters arising from the internal auditors’ work and ensure that appropriate action has been taken following

detection of inadequacies within the internal controls and risk management processes;

● Co-ordinate the activities of internal and external auditors to maximise the efficiency of audit effort and avoid omissions in coverage;

Members Attendance

Anurag Yadav – Chairperson 2 (out of 2)Guillaume Dalais¹ 1 (out of 2)Jérôme De Chasteauneuf2 1 (out of 2)Antoine Michel Thomas 2 (out of 2)

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

INTERNAL AUDIT FUNCTION (CONT’D)

● Satisfy itself of adequate segregation between the internal and external audit function when both are carried out by the same professional firm,

to ensure that independence and objectivity are not impaired; and

● Approve the annual internal audit work plan. The plan is based on the principles of risk management to align coverage and effort with the

degree of risk attributable to the areas audited.

The Internal Auditors provide regular reports on areas audited and completion status on corrective action plans. The Internal Auditors have free and

unrestricted access to the Audit Committee and to all functions, records, property and personnel of the Company.

Reporting and Disclosure

● Structure & Organisation

An internal audit charter governs internal audit activity within the Company. The internal audit charter, which has been approved by the Audit

Committee, establishes the composition, role, scope, authority, independence, reporting procedures, auditing standards and responsibilities of the

internal audit function.

● Reporting Lines

The internal auditors have a direct reporting line to the Audit Committee and maintain an open and constructive communication with senior and

executive management. This reporting structure allows the internal auditors to remain independent and report all items of significance to the Audit

Committee. The latter reports to the Board any area of concern which have been highlighted by the internal auditors. The internal audit function

covers all operations of the Company.

● Coverage & Risk management

The internal audit function performs a wide range of audit services including financial audits, compliance audits, operational audits, information

technology audits and investigative audits and fraud. Audits are performed in accordance with standards established by the Institute of Internal

Auditors.

- Financial Audits address questions regarding accounting and the propriety of financial transactions.

- Compliance Audits determine the degree of adherence to laws, regulations, policies, and procedures.

- Operational Audits review operating information and procedures to determine if any modifications of the operations could result in greater

efficiency and effectiveness.

- Information Technology Audits evaluate system processing controls, data security, physical security, systems development procedures,

contingency planning, and systems requirements.

- Investigative Audits and Fraud assess emergency situations.

The Internal Audit plan is based on the main risk areas of the Company and designed to ensure adequate audit coverage of the Company’s

organisational units and processes. The annual internal audit plan is derived from the risk management assessment, then pre-discussed with the

executive management and finally approved by the Audit Committee.

A typical audit is comprised of four stages: planning, fieldwork, reporting, and follow-up. The audit team collects data and documents the procedures,

controls and/or activities being reviewed. Based on the risk assessment, the audit team performs various types of tests, concludes and makes

recommendations to management to improve these controls based on system testing and control analysis.

● Restrictions

The Internal Audit has unrestricted access to the records, management or employees of the Company.

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

SOCIAL, ETHICAL, SAFETY, HEALTH AND ENVIRONMENT

Social responsibility, community welfare and the protection of the environment are important values and focus matter for the Company. During

the year under review, MSCL contributed Rs. 287,685 to Fondation Nouveau Regard, the CIEL Group vehicle for the implementation of its social

policies.

As healthcare providers, the Company has a moral responsibility towards the community to help in informing and educating the public at large on

any threatening virus. An awareness campaign was recently carried out by the Company to tackle the menace of the Swine Flu pandemic.

The Company guarantees equal opportunity without regard to race, color, gender, age, religion, and marital status in recruitment, employment and

in all of its training programs and activities.

The Company respects its responsibility in providing an ethical and safe work place for all its employees. It ensures adherence to the norms of best

practice for and the preservation of the environment in any project it initiates. Ethical behaviour is a prerequisite at MSCL; the focuses are on integrity,

objectivity, confidentiality, professional competence and technical standards.

The Company has a Safety and Health Policy where it recognises and accepts its statutory and moral responsibility to provide the highest standard

of safety and health protection for all employees, clients, visitors and any authorised person present on or about its premises or sites under its

management.

DIRECTORS’ INTERESTS IN SHARES

As at March 31, 2011, none of the Directors had a direct or indirect interest in the shares of the Company.

MANAGEMENT TEAM

The Company is managed by a group of professionals with different background and experience from the world of medical, management of

hospital services, accounting and consulting across a number of sectors. Fortis Healthcare International Limited, with whom the Company has an

Operations & Management contract, is mainly responsible for the operational activities of the Company.

The post of Chief Operating Officer is currently held by Dr. Simmardeep Singh Gill who has been appointed on January 13, 2011.

Dr. Simmardeep Singh Gill is a Medical Graduate with a specialisation in Healthcare Management and has been with Fortis Group since December

2001. Prior to his assignment as Director in Fortis Hospital Bangalore, Dr. Gill was working as Head of Quality Assurance & Patient Care Services at

Fortis Hospital, Mohali. He played a pivotal role in the JCI & NABH accreditation of Mohali during his tenure there, and has also successfully led the

turnaround of Fortis Hospital in Bangalore for the past two years. Dr. Gill was also part of the successful first batch of the ‘Leadership Development

Initiative’ (LDI) at Fortis Healthcare.

COMPANY SECRETARIAT

CIEL Corporate Services Ltd has been appointed as Corporate Secretary of the Company on February 1, 2011 in replacement of St. James Secretaries

who resigned accordingly.

All Directors have access to the advice and services of the Company Secretariat, which ensures good information flow to the Board and its

committees, and between senior management and the Directors. The Secretariat facilitates the induction of Directors and assists them in fulfilling their

duties and responsibilities. Through the Chairperson, the Company Secretary is responsible for advising the Board on corporate governance and for

generally keeping the Board up to date on all legal, regulatory and other developments.

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

PROFESSIONAL ADVICE

The Directors also seek independent professional advice as and when required.

AGREEMENTS

The Company has an operation and management contract with Fortis Healthcare International Limited to operate the activities of the Company and

its subsidiary as a whole. Dr. Narottam Puri and Mr. Anurag Yadav are the officers of Fortis Healthcare Limited, India, the holding company of Fortis

Healthcare International Limited.

CIEL Corporate Services Ltd provides secretarial, legal and communication services to the Company, whilst the Registrar is undertaken by MCB

Registry & Securities Ltd.

IDENTIFICATION OF KEY RISKS FOR THE COMPANY

The Board is ultimately responsible for the Company’s system of internal control and for reviewing its effectiveness. The internal control system is

independently monitored and supported by BDO & Co, to which the internal audit function has been outsourced. The internal audit function reports

to the Audit Committee on the Group’s financial and operational controls, and reviews the extent to which its recommendations have been

implemented.

ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of Shareholders (AMS) provides an opportunity for all shareholders to question the Chairperson and Directors on a variety of

topics, and information is provided at the meeting on different aspects of the Group’s activities.

Voting at the AMS on all resolutions is usually by way of voice or a show of hands unless a poll is demanded. Notice of the AMS and related papers

are sent to shareholders at least 14 days’ before the date of the meeting.

Shareholders are encouraged to attend the Annual Meeting to stay informed of the Group’s strategy and goals.

CIEL Corporate Services Ltd

Secretaries

June 28, 2011

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

OTHER STATUTORY DISCLOSURES(Pursuant to Section 221 of the Companies Act 2001)

NATURE OF BUSINESS

The Medical & Surgical Centre Limited is a public company incorporated and domiciled in Mauritius. The registered office of the Company is Georges

Guibert Street, Floréal. The main activity of the Company is to provide health services with the latest most advanced state-of-the art medical

technology. The Company has always taken the leadership position to innovate and reinvent itself to provide the best healthcare in Mauritius.

DIRECTORS’ REMUNERATION AND BENEFITS

The two Independent Directors are entitled to an annual directors’ fees of Rs. 200,000 each.

The remaining Directors did not perceive any remuneration during the year under review from the Company and its subsidiary.

DIRECTORSHIP OF SUBSIDIARY COMPANY

Le Café du Volcan Ltée is wholly owned by the Company.

On March 17, 2011, Mr. Jean-Pierre Dalais and Dr. Simmardeep Singh Gill were appointed as Directors of Le Café du Volcan Ltée in replacement

of Messrs. Guillaume Dalais, Meghraj Gore, Noël Adolphe Vallet, Patrick M J Giblot Ducray, E R Jean Pilot and Frederic Leon Robert who resigned

accordingly.

Le Café du Volcan Ltée is responsible for the catering needs of the visitors and the staff in general of the Company.

DIRECTORS’ SERVICE CONTRACTS

There were no service contracts between the Company and any of its Directors during the year under review.

CONTRACT OF SIGNIFICANCE

There were no contracts of significance subsisting during or at the end of the year in which a Director of the Company is or was materially interested,

either directly or indirectly.

EMPLOYEE SHARE OPTION PLAN

The Company does not have any employee share option plan.

DIRECTORS’ LIABILITY INSURANCE

The Company has a Directors’ & Officers Liability insurance for its Directors and the total annual cover is Rs. 25 M.

DONATIONS

No donation was made during the year under review but the Company contributed Rs. 287,685 to Fondation Nouveau Regard, the social vehicle of

the CIEL Group, as CSR contribution.

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

CORPORATE GOVERNANCE REPORT 2011

1. CORPORATE INFORMATIONExternal Audit fees

External audit fees payable during the year were as follows:

The non-audit services refer to tax computation and quarterly reviews.

Internal Audit Fees

Appreciation

The Board expresses its appreciation and thanks to all those involved for their contribution during the year.

ON BEHALF OF THE BOARD

…………………….. ………………………..

Chairperson DirectorJean-Pierre Dalais Antoine Michel Thomas

Company Subsidiary(Rs.) (Rs.)

2011 2010 2011 2010

Audit fees paid to:Ernst & Young 550,000 350,000 20,000 20,000Fees paid for other services provided by:Ernst & Young 265,000 80,000 10,000 10,000

Note: Fees are exclusive of VAT

Company Subsidiary(Rs.) (Rs.)

2011 2010 2011 2010

Internal Audit fees paid to:BDO & Co 720,000 720,000 - -

Note: Fees are exclusive of VAT

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REPORT ON THE FINANCIAL STATEMENTS

We have audited the financial statements of Medical and Surgical Centre Ltd (the “Company”) and its subsidiary (the “Group”) on pages 30 to 68

which comprise the statements of financial position as at March 31, 2011 and the statements of comprehensive income, statements of changes in

equity and statements of cash flows for the year then ended and a summary of significant accounting policies and other explanatory notes.

Directors’ Responsibility for the Financial Statements

The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting

Standards and in compliance with the requirements of the Mauritian Companies Act 2001, and for such internal control as the directors determine

is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International

Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures

selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due

to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the company’s preparation and fair presentation

of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an

opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and

the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

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

Opinion

In our opinion, the financial statements on pages 30 to 68 give a true and fair view of the financial position of the Group and the Company as

at March 31, 2011 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting

Standards and comply with the Mauritian Companies Act 2001.

Other matter

This report, including the opinion, has been prepared for and only for the Company’s shareholders, as a body, in accordance with Section 205 of the

Mauritian Companies Act 2001 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose

or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS

Report on Other Legal and Regulatory Requirements

Companies Act 2001

We have no relationship with or interests in the Group and the Company other than in our capacities as auditors, tax advisors, and dealings in the

ordinary course of business.

We have obtained all the information and explanations we have required.

In our opinion, proper accounting records have been kept by the Company as far as it appears from our examination of those records.

Financial Reporting Act 2004

The directors are responsible for preparing the Corporate Governance Report and making disclosures required by Section 8.4 of the Code of

Corporate Governance of Mauritius (the “Code”). Our responsibility is to report on these disclosures. In our opinion, the disclosures in the Corporate

Governance Report are consistent with the requirements of the Code.

ERNST & YOUNG ANDRE LAI WAN LOONG, A.C.A Ebène, Mauritius

June 28, 2011

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

STATEMENTS OF FINANCIAL POSITION AS AT MARCH 31, 2011

THE GROUP THE COMPANY

Notes 2011 2010 2009 2011 2010 2009

Restated Restated Restated Restated

ASSETS Rs. Rs. Rs. Rs. Rs. Rs.

Non-current assets

Property, plantand equipment 4 431,759,462 424,293,547 427,615,342 431,534,662 424,093,104 427,363,828

Intangible assets 5 7,601,411 7,542,975 7,563,975 7,507,975 7,507,975 7,507,975

Investment in subsidiary 6 - - - 25,000 25,000 25,000

439,360,873 431,836,522 435,179,317 439,067,637 431,626,079 434,896,803

Current assets

Inventories 7 21,318,711 22,236,399 22,580,586 21,144,473 22,072,330 22,630,114

Trade and other receivables 8 65,704,424 46,856,896 45,191,566 69,259,625 50,021,278 49,163,574

Cash and short term deposits 9 53,886,887 72,126,374 67,542,007 53,355,053 71,613,970 67,084,940

140,910,022 141,219,669 135,314,159 143,759,151 143,707,578 138,878,628

Total assets 580,270,895 573,056,191 570,493,476 582,826,788 575,333,657 573,775,431

EQUITY AND LIABILITIES

Equity

Issued capital 10 289,801,318 289,801,318 289,801,318 289,801,318 289,801,318 289,801,318

Revaluation reserve 11 76,871,304 76,871,304 76,871,304 76,871,304 76,871,304 76,871,304

Merger reserve 11 5,792,244 5,792,244 5,792,244 5,792,244 5,792,244 5,792,244

Retained Earnings/(Accumulated losses) 10,267,041 (17,712,426) (21,995,397) 13,501,470 (15,234,176) (19,026,889)

Total equity 382,731,907 354,752,440 350,469,469 385,966,336 357,230,690 353,437,977

Non-current liabilities

Interest bearing loans and borrowings 12 47,489,919 84,728,529 103,712,244 47,489,919 84,728,529 103,712,244

Employee benefit liability 13 21,257,131 17,359,206 15,541,414 21,257,131 17,359,206 15,541,414

Deferred tax liability 14 12,210,124 9,823,686 7,227,064 12,210,124 9,823,686 7,227,064

80,957,174 111,911,421 126,480,722 80,957,174 111,911,421 126,480,722

Current liabilities

Trade and other payables 15 83,174,214 64,627,679 48,333,340 82,495,678 64,426,895 48,646,787

Income tax liability 3,275,900 - 3,275,900 -

Interest bearing loans and borrowings 12 30,131,700 41,764,651 45,209,945 30,131,700 41,764,651 45,209,945

116,581,814 106,392,330 93,543,285 115,903,278 106,191,546 93,856,732

Total equity and liabilities 580,270,895 573,056,191 570,493,476 582,826,788 575,333,657 573,775,431

These financial statements were approved by the Board of Directors on : June 28, 2011

The notes on pages 35 to 68 form an integral part of these financial statements.

30

…………………….. ………………………..Chairperson DirectorJean-Pierre Dalais Antoine Michel Thomas

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED MARCH 31, 2011

THE GROUP THE COMPANY

Year ended 31 9 months ended 31 Year ended 31 9 months ended 31

Notes March 2011 March 2010 March 2011 March 2010

Restated Restated

Rs. Rs. Rs. Rs.

Revenue 16 444,181,808 285,064,829 435,793,070 279,424,709

Cost of sales (244,072,285) (166,127,716) (239,362,351) (164,513,589)

Gross profit 200,109,523 118,937,113 196,430,719 114,911,120

Other operating income 17 1,407,708 1,406,316 2,067,356 1,953,075

Administrative expenses (158,413,270) (107,098,507) (154,637,935) (103,532,876)

Operating profit 18 43,103,961 13,244,922 43,860,140 13,331,319

Finance income 19 2,096,644 2,450,146 2,096,644 2,450,146

Finance costs 20 (11,558,800) (9,392,130) (11,558,800) (9,392,130)

Profit before tax 33,641,805 6,302,938 34,397,984 6,389,335

Income tax expense 21 (5,662,338) (2,596,622) (5,662,338) (2,596,622)

Profit for the year/period 27,979,467 3,706,316 28,735,646 3,792,713

Other comprehensive Income - - - -

Total comprehensive income for the year/period 27,979,467 3,706,316 28,735,646 3,792,713

Basic and diluted earnings per share (Rs) 22 0.05 0.01 0.05 0.01

The notes on pages 35 to 68 form an integral part of these financial statements.

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2011

(AccumulatedTHE GROUP Issued Revaluation losses) /Retained

Capital reserve Merger reserve Earnings TotalRs. Rs. Rs. Rs. Rs.

As at July 1, 2009 289,801,318 76,871,304 5,792,244 (21,995,397) 350,469,469

Total comprehensive income for the period as previously stated 9,022,054 9,022,054

Restatement of employee benefit liability (2,469,193) (2,469,193)

Restatement of deferred tax liability (2,846,545) (2,846,545)

Profit and total comprehensive income for the period as restated - - - 3,706,316 3,706,316

Consolidation adjustment - - - 576,655 576,655

As at March 31, 2010 as restated 289,801,318 76,871,304 5,792,244 (17,712,426) 354,752,440

As at April 1, 2010 289,801,318 76,871,304 5,792,244 (17,712,426) 354,752,440

Profit for the year - - - 27,979,467 27,979,467

Other comprehensive income - - - - -

As at March 31, 2011 289,801,318 76,871,304 5,792,244 10,267,041 382,731,907

RESTATEMENT OF PRIOR PERIOD FIGURES

Employee benefit liability

The actuarial assumptions in prior years did not take into consideration severance allowances payable to employees not under the defined contributionscheme.The employee benefit liability was understated by Rs. 1.8 M in 2010.

Deferred tax liability

Following the merger of Centre de Cardiologie des Mascareignes Limitee and Medical and Surgical Centre limited in July 2009, there was tax writtendown value of Rs. 21.4 M that was not accounted in deferred tax in 2010. Adjustment was therefore made to the financial statements to reflect the taxeffect. A restatement of Rs. 3.2 M was made in the 2010 period.

The notes on pages 35 to 68 form an integral part of these financial statements.

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2011

(AccumulatedTHE COMPANY Issued Revaluation losses) /Retained

Capital reserve Merger reserve Earnings TotalRs. Rs. Rs. Rs. Rs.

As at July 1, 2009 289,801,318 76,871,304 5,792,244 (19,026,889) 353,437,977

Total comprehensive income for the period as previously stated 9,108,451 9,108,451

Restatement of employee benefit liability (2,469,193) (2,469,193)

Restatement of deferred tax liability (2,846,545) (2,846,545)

Profit and total comprehensive income for the period as restated 3,792,713 3,792,713

As at March 31, 2010 as restated 289,801,318 76,871,304 5,792,244 (15,234,176) 357,230,690

As at April 1, 2010 289,801,318 76,871,304 5,792,244 (15,234,176) 357,230,690

Profit for the year - - - 28,735,646 28,735,646

Other comprehensive income - - - - -

As at March 31, 2011 289,801,318 76,871,304 5,792,244 13,501,470 385,966,336

RESTATEMENT OF PRIOR PERIOD FIGURES

Employee benefit liability

The actuarial assumptions in prior years did not take into consideration severance allowances payable to employees not under the defined contributionscheme.The employee benefit liability was understated by Rs. 1.8 M in 2010.

Deferred tax liability

Following the merger of Centre de Cardiologie des Mascareignes Limitee and The Medical and Surgical Centre limited in July 2009, there was tax writtendown value of Rs. 21.4 M that was not accounted in deferred tax in 2010. Adjustment was therefore made to the financial statements to reflect the tax effect. A restatement of Rs. 3.2 M was made in the 2010 period.

The notes on pages 35 to 68 form an integral part of these financial statements.

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THE MEDICAL AND SURGICAL CENTRE LIMITED AND ITS SUBSIDIARY

STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2011

THE GROUP THE COMPANY

Year ended 31 9 months ended 31 Year ended 31 9 months ended 31

March 2011 March 2010 March 2011 March 2010

Restated Restated

Rs. Rs. Rs. Rs.

Operating activities

Profit before tax 33,641,805 6,302,938 34,397,984 6,389,335

Non-cash adjustment to reconcile profit before tax to net cash flows:

Depreciation of property, plant and equipment 29,110,193 21,507,153 29,041,158 21,455,252

Amortisation of intangible assets 28,564 21,000 - -

Gain on disposal of plant and equipment - (334,158) - (334,158)

Plant and equipment written off 8,280 1,560 - -

Intangible assets written off 28,000 - - -

Movement in employee benefit liability 3,897,925 1,817,792 3,897,925 1,817,792

Finance income (2,096,644) (2,450,146) (2,096,644) (2,450,146)

Finance costs 11,558,800 9,392,130 11,558,800 9,392,130

Consolidation adjustment - 576,655 - -

Working capital adjustments

- Inventories 917,688 344,187 927,857 557,784

- Trade and other receivables (18,847,528) (1,665,330) (19,238,347) (857,704)

- Trade and other payables 18,546,535 16,294,338 18,068,783 15,780,107

76,793,618 51,808,119 76,557,516 51,750,392

Interest received 2,096,644 2,450,146 2,096,644 2,450,146

Interest paid (11,558,800) (9,392,130) (11,558,800) (9,392,130)

Net cash flows from operating activities 67,331,462 44,866,135 67,095,360 44,808,408

Investing activities

Purchase of property, plant and equipment (Note 23) (36,584,388) (17,347,141) (36,482,716) (17,347,141)

Purchase of intangible asset (115,000) - - -

Proceeds from disposal of property, plant and equipment - 338,800 - 338,800

Net cash flows used in investing activities (36,699,388) (17,008,341) (36,482,716) (17,008,341)

Financing activities

Repayment of borrowings (40,964,062) (12,209,511) (40,964,062) (12,209,511)

Payment of finance lease liabilities (8,357,387) (8,219,465) (8,357,387) (8,217,075)

Net cash used in financing activities (49,321,449) (20,428,976) (49,321,449) (20,426,586)

Net (decrease)/increase in cash and cash equivalents (18,689,375) 7,428,818 (18,708,805) 7,373,481

Cash and cash equivalents at start of the year/period 56,320,493 48,891,675 55,808,089 48,434,608

Cash and cash equivalents at end of the year/period 37,631,118 56,320,493 37,099,284 55,808,089

The notes on pages 35 to 68 form an integral part of these financial statements.

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