THE MEDICAL AND SURGICAL CENTRE LIMITED

Transcription

1 THE MEDICAL AND SURGICAL CENTRE LIMITED ANNUAL REPORT 2012

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3 INTRODUCTION Dear Shareholder, The Board of Directors ( the Board ) of The Medical & Surgical Centre Limited ( the Company ) is pleased to present the Annual Report of the Company and its subsidiary for the year ended 31 March The audited financial statements of the Company and its subsidiary have been approved by the Board on 18 June We invite you to go through the Annual Report and look forward to seeing you at the Annual Meeting which will be held on 27 September 2012 at hours, at the Company s Registered Office, C/o Fortis Clinique Darné, Georges Guibert Street, Floréal. Yours faithfully, Jean-Pierre Dalais Chairperson

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5 3 NOTICE OF THE ANNUAL MEETING OF THE SHAREHOLDERS Notice is hereby given that the Annual Meeting ( the Meeting ) of the shareholders of THE MEDICAL AND SURGICAL CENTRE LIMITED ( the Company ) will be held at the Company s Registered Office, C/o Fortis Clinique Darné, Georges Guibert Street, Floréal on 27 September 2012 at hours, to transact the following business: 1. To consider the Annual Report. 2. To receive the report of the auditors, Messrs. Ernst & Young. 3. To consider and adopt the Group s and the Company s Financial Statements for the year ended 31 March To appoint Mr. Ashish Bhatia as Director of the Company. 5. To appoint Dr. Daphne Khoo as Director of the Company. 6. To re-elect, as Directors of the Company, to hold office until the next Annual Meeting, the following persons who offer themselves for re-election: 6.1 Mr. Jean-Pierre Dalais 6.2 Dr. Guy Adam 6.3 Mr. Bruno Jullienne 6.4 Mr. Michel Thomas 7. To take note of the automatic re-appointment of Messrs. Ernst & Young as auditors of the Company in accordance with Section 200 of the Companies Act 2001 for the ensuing year and to authorise the Directors to fix their remuneration. 8. To ratify the remuneration paid to the auditors for the year ended 31 March By Order of the Board CIEL Corporate Services Ltd, Secretaries 7 September 2012 Notes: A. Any member entitled to attend and vote at the Meeting may appoint a proxy, whether a member or not, to attend and vote in his stead. B. Proxy forms should be deposited at the following address, Attention: The Secretary, 5th Floor, Ebène Skies, Rue de l Institut, Ebène not less than 24 hours before the Meeting. C. A proxy form is included in this Annual Report and is also available at the following address: 5th Floor, Ebène Skies, Rue de l Institut, Ebène. D. For the purpose of this Annual Meeting, the Directors have resolved, in compliance with section 120 (3) of the Companies Act 2001, that the shareholders who are entitled to receive notice of the Meeting, shall be those shareholders whose names are registered in the share register of the Company as at 29 August E. The minutes of proceedings of the Annual Meeting of the shareholders held on 27 September 2011 are available for inspection at the following address, Attention: The Secretary, 5th Floor, Ebène Skies, Rue de l Institut, Ebène.

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7 TABLE OF CONTENTS CORPORATE INFORMATION 6 CHAIRPERSON S STATEMENT 7 BOARD OF DIRECTORS 8 KEY PERSONNEL 9 OPERATIONS REVIEW 12 CORPORATE GOVERNANCE REPORT 19 CERTIFICATE FROM THE COMPANY SECRETARY 33 AUDITORS' REPORT 37 STATEMENTS OF FINANCIAL POSITION 39 STATEMENTS OF COMPREHENSIVE INCOME 40 STATEMENTS OF CHANGES IN EQUITY 41 STATEMENTS OF CASHFLOWS 42 NOTES TO THE FINANCIAL STATEMENTS 43 PROXY FORM 77

8 6 CORPORATE INFORMATION BOARD OF DIRECTORS DIRECTORS Jean-Pierre Dalais Marie Marc Guy Adam Ashish Bhatia (As from 27 September 2011) Louis Marie Bruno Jullienne Daphne Hsu Chin Khoo (As from 27 September 2011) Narottam Dev Puri (Up to 27 September 2011) Antoine Michel Thomas Anurag Yadav (Up to 27 September 2011) ALTERNATE DIRECTOR Jérôme De Chasteauneuf (Alternate of Jean-Pierre Dalais) Aik Meng Eng (Alternate of Daphne Hsu Chin Khoo as from 27 September 2011) BOARD COMMITTEES CORPORATE GOVERNANCE, REMUNERATION AND NOMINATION COMMITTEE Marie Marc Guy Adam, Chairperson Louis Marie Bruno Jullienne Daphne Hsu Chin Khoo AUDIT & RISK COMMITTEE Jérôme De Chasteauneuf, Chairperson Ashish Bhatia Antoine Michel Thomas CHIEF OPERATING OFFICER Simmardeep Singh Gill SECRETARIAL SERVICES CIEL Corporate Services Ltd 5th Floor, Ebène Skies, Rue de l Institut, Ebène, Mauritius Tel : Fax: REGISTRAR AND TRANSFER OFFICE If you are a shareholder and have inquiries regarding your account, wish to change your name and address, or have questions about lost certificates, share transfers or dividends, please contact our Registrar and Transfer Office: MCB Registry & Securities Limited Raymond Lamusse Building 9-11, Sir William Newton Street, Port Louis Tel: Fax: REGISTERED OFFICE C/o Fortis Clinique Darné Georges Guibert Street, Floréal, Mauritius Telephone: Fax: clinique@cliniquedarne.com MAIN BANKER The Mauritius Commercial Bank Limited EXTERNAL AUDITORS Ernst & Young INTERNAL AUDITORS BDO & Co

9 7 CHAIRPERSON S STATEMENT On behalf of the Board of Directors, I am pleased to present the Group s Annual Report for the financial year ended 31 March The results for the year show a satisfactory performance of the Group with Revenue of Rs M (31 March 2011-Rs M) and Profits after taxation of Rs 30.9 M (31 March 2011-Rs 27.9 M). During the year, the Company has undertaken numerous projects in its endeavour to provide improved healthcare services, showcase its medical programs and enhance the patient experience. The key highlights are as follows: Creation of additional parking facility and a green and pleasant environment by demolishing the ex-mandarin hotel. Setting up of an exclusive Physiotherapy and Rehabilitation centre. Continuous improvement of Property, plant and equipment with investments in excess of Rs 32.8 M; Rs 25.8 M dedicated to medical equipment. Launch of a Preventive Health Check-up Lounge to offer check-ups in a comfortable and welcoming area. Opening of an International vaccination centre for the travelling public to avail of this service within the Clinique. Creation of a super-speciality dental clinic. Positioning of the Clinique as a critical care destination through the marketing campaign of 118 in the local media. Engagement in community care by providing free screening camps, participating in Salon de la Santé and organising a Cardiac congress. Improvement in the skills level of the nursing staff by Basic Cardiac Life Support (BCLS) and Advanced Cardiac Life Support (ACLS) training programs dispensed by renowned professionals from the Fortis Network. The continued focus to increase the medical programs and enhance patient centricity has been the main drivers of the Clinique leading to satisfactory financial results and motivation to move to a higher level. The Company has for the first time paid an interim dividend of Rs 0.01 per share during this financial year and had approved a final dividend of Rs 0.01 per share. I convey my sincere appreciations to the shareholders who have always been supportive of the Company and we do hope that the payment of this first dividend paves the way to a promising future. My thanks and sincere appreciations also go to all the Directors, Management and all members of the Clinique s staff for their excellent work during the year. Jean Pierre Dalais Chairperson

10 8 BOARD OF DIRECTORS Mr. Jean-Pierre Dalais CHAIRPERSON, NON-EXECUTIVE DIRECTOR Dr. Daphne Hsu Chin Khoo NON- EXECUTIVE DIRECTOR Mr. Louis Marie Bruno Jullienne NON- EXECUTIVE DIRECTOR Mr. Ashish Bhatia NON- EXECUTIVE DIRECTOR Dr. Marie Marc Guy Adam INDEPENDENT DIRECTOR Mr. Antoine Michel Thomas INDEPENDENT DIRECTOR Mr. Jérôme De Chasteauneuf ALTERNATE DIRECTOR TO MR. JEAN-PIERRE DALAIS Mr. Aik Meng Eng ALTERNATE DIRECTOR TO DR. DAPHNE KHOO

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13 A legacy of achievements

14 12 OPERATIONS REVIEW Fortis Clinique Darné delivered a good set of financial results for the 12 months ended 31 March 2012 ( FY ). The Group achieved a 16.2% growth in turnover to Rs M, compared to Rs M in FY In tandem with an increase in turnover, net profit also increased by 10.7% from Rs M in FY to Rs M in FY Noteworthy is, that this profit figure excludes the one time exceptional expense of Rs 7.2 M on the demolition of the ex-mandarin Hotel. Rs. M REVENUE During the year in review, we registered an increase in 600 volumes in Cardiac Surgeries, Angiographies, Angioplasties, and the bi-annual visit of the Senior Electrophysiologist Consultant from India contributed to a record number of EP Studies and Pacemakers. We also recorded an increase in Urology procedures after the successful appointment of an In-house Senior Urologist Consultant at the beginning of the financial year. Other specialties, namely, Orthopaedics, General Surgery, and Gynaecology also showed an increasing trend in volumes for the year in review. Fortis Clinique Darné will continue to forge strong patient relationships to ensure that the hospital remains their preferred healthcare provider. Internal processes to FY 09 ensure prudent cost management will continue to remain Annualised a priority. FY 10 FY 11 CLINICAL EXCELLENCE HUMAN RESOURCES In our continuous endeavour to increase patient satisfaction and clinical excellence, Fortis Clinique Darné introduced new services and upgraded current equipments. The new efficient Biochemistry Analyser significantly reduces time taken for biochemical tests, thereby enabling the laboratory to do more tests in the same length of time overall. Our laboratory also saw an improved Microbiology Analyser, which helps in detecting specific micro organisms in different samples. Our up gradation of Operation Theatres (OT) facilities include the procurement of advanced Anaesthesia Machines, OT Lighting, and introduction of high end equipment like a Harmonic Scalpel, besides others. Fortis Clinique Darné has always endorsed the philosophy that prevention is better than cure, as is reflected in all its activities. The launch of a State of Art Preventive Health Check Lounge to assist in the prevention of disease and illnesses was to stress on the importance of regular health checks and screenings, and to remind the population that most health problems can be managed more effectively if detected at an early stage. The hospital further broadened its array of services during the year by becoming the third accredited centre on the island for international vaccination. Moreover, the set-up of a Dental clinic and of an exclusive Physiotherapy and Rehabilitation Centre added to its panoply of services. Our Human Resources focus at Fortis Clinique Darné is to Develop and Retain Talent, while supporting our values. With an aim at improving our people investments with clear productivity measures, we introduced Human Resources metrics in the assessment of our people. In our commitment towards the welfare of our employees, we have, during the year in review, implemented the Medical Benefit Scheme to offer discounts and payment facilities to our staff and their nuclear family. This facility applies mainly to the low income earners who do not contribute to the Medical Insurance Scheme. Our challenge remains the retention of qualified nurses in an international scarcity zone. The quality of our work environment together with our leadership team and our engagement activities contribute to build a committed and collaborative community to face this international challenge. To promote team interaction and for overall staff engagement, FCD Idol remains an annual event along with the Christmas Mass, End of Year Party and a special celebration for Diwali.

15 13 OPERATIONS REVIEW BUILDING AWARENESS IMPROVING THE STANDARDS Our Patient Welfare Department continues to uphold the level of service in the facility. Each new parent at The Nest is congratulated with a cake and balloons to celebrate the birth of their baby. Patients are spoilt with special treats when admitted during festive times: chocolates to celebrate Easter, and gifts for Independence Day and Christmas. The Patient Welfare Officer also visits each patient to ensure that he or she is satisfied with the services offered and compiles feedback forms, an important tracking mechanism for the hospital to ensure that it maintains and improves its patient-centric approach. A MODERN TOUCH In line with its philosophy to make a healthier future, Fortis Clinique Darné continues to organise awareness campaigns. To mark World Heart Day 2011 celebration, the hospital organised a Walkathon, aimed at spreading awareness that adopting healthier lifestyle habits can significantly reduce the risk of heart diseases. Regular Continuous Medical Education (CMEs) were marked in the calendar to ensure that knowledge and expertise continue to be shared among the medical fraternity. For the second year in a row, we held our Cardiac Sciences Congress in October The event saw eminent doctors from the Fortis Network traveling to Mauritius to share their knowledge and expertise with the local medical fraternity, and treating patients that otherwise would have required overseas treatment. To immortalise the historical journey of the hospital and the founder of Clinique Darné, Dr. Francois Darné, key milestones were captured on the main wall in the foyer with the Hippocratic Oath standing as a constant reminder of the noble work and ethics involved in the practice of medicine. The History Wall blends in with the renovated and modern setup of the hospital with numerous passers-by admiring the successful historic path of the hospital since its birth in Like most businesses today, Fortis Clinique Darné understands the importance of having an online presence. A business with no online presence could be losing valuable business and customers to a competitor with an active website. This belief was reflected in the launch of a modern website in December The modern website, which reflects the values and the revamped, modern image of Fortis Clinique Darné, also acts as an effective marketing tool, featuring all our latest campaigns, and news and events. It provides easy access to information on health care needs, health tips, information on medical conditions and treatment, and all our specialities. CORPORATE SOCIAL RESPONSIBILITY As is tradition, every year we organise a Blood Donation Day. In collaboration with the Blood Donors Association, the annual collection of blood for the Candos Blood Bank is an activity which is well supported by employees voluntary participation. In addition, Fortis Clinique Darné continues to support the Haemophilia Association of Mauritius (HAM), and the Muscular Dystrophy Association (MDA). We also offered free medical screening for the general public at the annual health fair, Salon de la Santé.

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19 Treating each patient as unique Corporate Governance Report 2012

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21 19 CORPORATE GOVERNANCE REPORT 2012 Incorporated on 17 July 1972, The Medical and Surgical Centre Limited ( MSCL or the Company ) is a public company listed on the Development & Enterprise Market ( DEM ) of the Stock Exchange of Mauritius Ltd. The Company, operating under the name of Fortis Clinique Darné, is engaged in the provision of the best healthcare services across Mauritius through a highly trained and motivated staff, state-of-the-art equipment, progressive clinical care and collaborative teamwork. The Company continuously evaluates and improves its services to meet the needs of its patients and the community it serves. Compliance Statement 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 & Risk Committee and the Corporate Governance, Remuneration and Nomination Committee. Constitution The Constitution of the Company is in conformity with the provisions of the Companies Act 2001 and the DEM rules. There are no clauses of the Constitution deemed material enough for special disclosure. A copy is available upon request at the following address: 5th Floor, Ebène Skies, Rue de l Institut, Ebène. Shareholding As at 31 March 2012, 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 197 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: Shareholder shareholding % shareholding Fortis Healthcare International Limited 164,670, % Novelife Limited 162,479, % Corporate Structure The corporate structure of the Company as at 31 March 2012 was as follows: Fortis Healthcare International Limited (28.89%) Novelife Limited (28.51%) Other shareholders (42.60%) The Medical and Surgical Centre Limited Le Café du Volcan Ltée (100% subsidiary)

22 20 CORPORATE GOVERNANCE REPORT 2012 Common Directors The common Director within the holding structure of the Company is as follows: Fortis Healthcare International Limited Novelife Limited Jean-Pierre Dalais Data Analysis of Shareholding The Registrar and Transfer Office of the Company is administered by MCB Registry & Securities Limited. The ownership of ordinary share capital by size of shareholding was as follows as at 31 March 2012: Size of shareholding No. of shareholders (No. of shares) No. of shares owned % Holding , ,000 15, ,001-5,000 85, ,001-10,000 92, ,001-50, , , , , ,000 1,209, , ,000 1,017, ,001-1,000,000 5,492, Over 1,000, ,726, ,940, The ownership of ordinary share capital by category of shareholding was as follows as at 31 March 2012: Category No. of shareholders No. of shares owned % Holding Individuals , Insurance Companies 4 32,705, Pensions and Provident Funds 2 553, Investment and Trust Companies 2 8,554, Other Corporate Bodies ,419, ,940,

23 21 CORPORATE GOVERNANCE REPORT 2012 Share Price Information The shares of the Company are quoted on the DEM of the Stock Exchange of Mauritius Ltd. The details of the share price for the year under review were as follows: Rs Share Price Information April 11 May 11 June 11 July 11 Aug 11 Sept 11 Oct 11 Nov 11 Dec 11 Jan 12 Feb 12 March 12 Month Communication with the Shareholders Quarterly, half-yearly and audited annual financial results of the Company were duly forwarded to the Stock Exchange of Mauritius Ltd and Financial Services Commission following their approval by the Board of Directors. The said accounts 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: Event Financial year end Last Annual Meeting of Shareholders Publication of first quarter results Publication of half yearly results Publication of third quarter results Publication of full year results Forthcoming Annual Meeting of Shareholders Month March September August November February June September Dividend Policy On 8 December 2011, the Company declared an interim dividend of Rs (1 cent) per share, and on 18 June 2012 a final dividend of Rs (1 cent) per share for the financial year ended 31 March The Board of Directors ensured that the Company had satisfied the solvency test for the aforesaid declarations of dividend. A certificate of compliance with the solvency test was thus signed by all Directors, in accordance with the provisions of the Companies Act Board of Directors The Company is headed by an effective Board of Directors whose aim is to provide entrepreneurial leadership within a framework of sound controls for the long-term success of the Company. As provided by the Company s constitution, 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 currently composed of four Non-Executive Directors and two Independent Directors. The offices of Chairperson and Chief Operating Officer are held separately.

24 22 CORPORATE GOVERNANCE REPORT 2012 Board of Directors (Continued) As part of their role as members of the Board, the Non-Executive and Independent Directors constructively challenge and help in developing proposals on strategies through their wide range of knowledge, experience and insight from other sectors. As a whole, the Board is responsible for setting up the Company s strategic aims, values and standards as well as in ensuring that the necessary financial and human resources are in place to achieve its objectives. The ultimate aim of the Board is to build a sustainable business through consistent and profitable growth to the best interests of all its stakeholders. The board meetings are convened by giving appropriate notice. The Chairperson and the Chief Operating Officer, with the assistance of the Company Secretary, are responsible for the agenda of each Board meeting. Chairperson The key role of the Chairperson is to ensure that the Board achieves its full potential with a balance of skills and experience, a culture of integrity and respect, a collegiate atmosphere and high level debate. The Chairperson is also responsible for the efficient operations of the Board and its Committees, for seeing that corporate governance matters are dealt with, for representing the Company externally and particularly, for communicating with the shareholders at the Annual Meeting. Directors Profiles The profiles of the individual Directors and Alternate Directors are given below: Mr. Jean-Pierre Dalais, Chairperson Non-Executive Director Mr. Jean-Pierre Dalais was appointed Director of MSCL on 25 May 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 CIEL Investment Limited and CIEL Capital Limited, the Investment Manager of CIEL Investment Limited. He is also a Director of Le Café Du Volcan Ltée, a wholly owned 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. Guy Adam was appointed Director of MSCL on 25 May He is a Fellow of the Association of Surgeons of Great Britain & Ireland and has been practicing as a General Surgeon in Mauritius since He has been closely associated with The Medical and Surgical Centre Limited for most of his medical career in Mauritius. Dr. Guy Adam 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 since He is the Chairperson of the Company s Corporate Governance, Remuneration and Nomination Committee. Directorship in listed companies in Mauritius: Rogers & Co Ltd. Mr. Ashish Bhatia Non- Executive Director Mr. Ashish Bhatia was appointed Director of MSCL on 27 September He is a Regional Director of Fortis Healthcare Limited and is responsible for the operations of some of its larger hospitals across India. Mr. Ashish Bhatia has been working with Fortis Healthcare Limited almost since its inception ten years ago. He is a member of the Company s Audit and Risk Committee. Directorship in listed companies in Mauritius: None

25 23 CORPORATE GOVERNANCE REPORT 2012 Directors Profiles (Continued) Mr. Louis Marie Bruno Jullienne Non-Executive Director Mr. Bruno Jullienne was appointed Director of MSCL on 13 August He holds an MBA from the Grenoble Graduate School of Business, France (2004). He is also a Graduate in Science from the University of Mauritius (1997). Mr. Bruno Jullienne worked for 6 years as Agronomist in the sugar industry for the UNION and the Savannah Sugar Estates before joining the Noveprim Group in 2004 whereby he was promoted to the post of Chief Executive Officer in August He is a member of the Company s Corporate Governance, Remuneration and Nomination Committee. Directorship in listed companies in Mauritius: None Dr. Daphne Hsu Chin Khoo Non-Executive Director Dr. Daphne Khoo was appointed Director of MSCL on 27 September She is the Chief Medical Officer of Fortis Healthcare International Pte. Ltd, Singapore. Prior to joining Fortis, she was Head of Endocrinology at the Singapore General Hospital and Director Clinical Governance and Quality Management at Singapore Health Services. Dr. Daphne Khoo studied medicine at the National University of Singapore and subsequently trained in endocrinology at the Singapore General Hospital and Cleveland Clinic, USA. She is a member of the Company s Corporate Governance, Remuneration and Nomination Committee. Directorship in listed companies in Mauritius: None Mr. Antoine Michel Thomas Independent Director Mr. Michel Thomas was appointed Director of MSCL on 25 May He has more than thirty years of experience in General Insurance. He has been appointed Operations Executive of Swan Insurance Company Limited since January 2005 and is 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 insurance training, arbitration law and rules and Alternate Dispute Resolution (ADR) procedures. He is a Director of Swan Insurance Company Limited since January 2008 and is a member of the Company s Audit and Risk Committee. Directorship in listed companies in Mauritius: Swan Insurance Company Limited Mr. Jérôme De Chasteauneuf Alternate Director to Mr. Jean-Pierre Dalais Mr. Jérôme De Chasteauneuf was appointed Alternate Director of Mr. Jean-Pierre Dalais on 1 February 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 2000 where he effectively acts as Group Treasurer. He is also the Managing Director of CIEL Corporate Services Ltd and is the Chairperson of the Company s Audit and Risk Committee. Directorship in listed companies in Mauritius: Harel Mallac Limited, IPRO Growth Fund Limited Mr. Aik Meng Eng Alternate Director to Dr. Daphne Khoo Mr. Aik Meng Eng was appointed Alternate Director of Dr. Daphne Khoo on 27 September He is the Chief Operating Officer of Fortis Healthcare International Pte. Ltd, Singapore. He is also responsible for the Fortis Group s healthcare business outside of India. Mr. Aik Meng Eng graduated from Nanyang Technology University, Singapore with a Bachelor of Accountancy with Honours and an MBA from Harvard University, USA. Directorship in listed companies in Mauritius: None

26 24 CORPORATE GOVERNANCE REPORT 2012 Board Attendance During the year under review, the Board of Directors met four times. The matters reserved for the Board s consideration and approval include the Company s financial statements, business plans and annual budgets amongst other items. Decisions were also taken by way of written resolutions, signed by all the Directors. The record of attendance of the Company s Directors during the Board meetings was as follows: Directors Attendance Jean-Pierre Dalais - Chairperson 4 out of 4 Guy Adam 3 out of 4 Ashish Bhatia* 1 out of 4 Bruno Jullienne 4 out of 4 Daphne Khoo* 2 out of 4 Narottam Dev Puri* 2 out of 4 Michel Thomas 4 out of 4 Anurag Yadav* 2 out of 4 *Mr. Ashish Bhatia and Dr. Daphne Khoo were appointed Directors of the Company in replacement of Dr. Narottam Dev Puri and Mr. Anurag Yadav who resigned accordingly on 27 September Board Committees The Board has established two Committees namely the Audit & Risk Committee and the Corporate Governance, Remuneration and Nomination Committee to ensure the oversight of important issues of policy outside the main Board meetings. These Committees operate within clearly defined terms of reference, reporting regularly to the Board. The Board Committees are entitled to take independent and external professional advice, as and when necessary. Senior Management as well as internal and external auditors regularly attend committee meetings to report on specific issues. Audit & Risk Committee This committee is composed of three members, namely Messrs. Jérôme De Chasteauneuf, as Chairperson, Ashish Bhatia and Michel Thomas. The broad terms of reference of the committee, as approved by the Board on 27 September 2011, are to: Monitor the integrity of the financial statements of the Company and any formal announcements relating to the Company s financial performance, before submission to the Board for approval; Recommend the approval of the condensed unaudited quarterly financial statements of the Company to the Board before they are released to the Stock Exchange of Mauritius and the Financial Services Commission and published in local press, as required by Law; Review the effectiveness of the Company s internal control and risk management systems; Monitor and review the effectiveness of the Company s internal audit function; approve the appointment or termination of the internal auditor; Approve the remuneration and terms of engagement of the external auditors; and Consider other matters as defined by the Board.

27 25 CORPORATE GOVERNANCE REPORT 2012 Audit & Risk Committee (Continued) During the year under review, the Audit & Risk Committee met six times and the attendance was as follows: Members Attendance Jérôme De Chasteauneuf* - Chairperson 6 out of 6 Ashish Bhatia* 3 out of 6 Michel Thomas 4 out of 6 Anurag Yadav* 3 out of 6 * The appointment of Mr. Jérôme De Chasteauneuf as Chairperson and Mr. Ashish Bhatia as member of the Audit & Risk Committee in replacement of Mr. Anurag Yadav were approved at the Board Meeting held on 27 September During the year, the committee reviewed and made recommendations to the Board on the Company s audited and interim accounts, budget as well as the declaration of interim dividend. The committee also looked into the internal audit reports pertaining to the Company and determined the fees to be paid to the external/internal auditors. The Chief Operating Officer, the Finance Manager together with some other Senior Executives of the Company attended these meetings. The internal and external auditors were also present for the reviewing of internal audit reports and financial statements respectively. Corporate Governance, Remuneration and Nomination Committee This committee s terms of reference have been approved by the Board at a meeting held on 1 June 2012 and is composed of three members namely Dr. Guy Adam, Dr. Daphne Khoo and Mr. Bruno Jullienne. The committee is responsible for providing guidance to the Board on aspects of Corporate Governance and for recommending the adoption of policies and best practices. It also ensures that the Independent Directors and Senior Management are appropriately rewarded in line with their individual contributions, giving due regard to the financial and commercial health of the Company. During the year under review, the committee met once to discuss and approve the remuneration of the Independent Directors and the Senior Management of the Company. The attendance was as follows: Members Attendance Guy Adam* - Chairperson 1 out of 1 Daphne Khoo* 1 out of 1 Bruno Jullienne 1 out of 1 * The appointment of Dr. Guy Adam as Chairperson and Dr. Daphne Khoo as member of the Corporate Governance, Remuneration and Nomination Committee in replacement of Dr. Narottam Dev Puri were approved at the Board Meeting held on 27 September Directors Interests in Shares As at 31 March 2012, none of the Directors had any direct or indirect interest in the shares of the Company.

28 26 CORPORATE GOVERNANCE REPORT 2012 Company Secretary All Directors have access to the independent and impartial advices and services of the Company Secretary, which ensures good information flow to the Board and its committees, and between senior management and the Directors. The Secretary 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. Agreements The Company has an operation and management contract with Fortis Healthcare International Limited to operate the activities of the Company as a whole. The Company also holds a service agreement with CIEL Corporate Services Ltd for the provision of secretarial, legal and communication services whilst the registrar services are undertaken by MCB Registry & Securities Ltd. The Company is not aware of any agreement which affects the governance of the Company by the Board. External Auditor At the last Annual Meeting of the shareholders of the Company, Messrs. Ernst & Young were re-appointed as auditors for the ensuing financial year. One of the functions of the Audit & Risk Committee is to assess and review on a regular basis the independence of the external auditor. As part of its determination, the Audit & Risk Committee ensures that the external auditor s objectivity and independence is safeguarded in order to carry out their professional duties and responsibilities as auditors. Internal Audit Function 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 Messrs. BDO & Co, to which the internal audit function has been outsourced. The internal audit function reports to the Audit & Risk Committee on the Company s financial and operational controls, and reviews the extent to which its recommendations have been implemented. The internal auditors are invited to attend Audit & Risk Committee meetings to present their audit reports. Risk Management The Company s overriding corporate objective is to maximise long-term shareholder wealth whilst satisfying the needs of its patients, employees and other stakeholders. In doing so, the Directors recognise that creating value is the reward for taking and accepting risk. The Board, backed by the Audit & Risk Committee and the senior management team of the Company, confirms that there is an ongoing process for identifying, evaluating and managing the various risks faced by the Company. The Audit & Risk Committee reviews the Company s internal controls including the systems established to identify, assess, manage and monitor risks, and receives reports from management on the effectiveness of the systems they have established and the conclusions of any testing carried out by internal and external auditors.

29 27 CORPORATE GOVERNANCE REPORT 2012 Risk Management (Continued) Some of the prominent risks to which the Company is exposed are: Financial The Company is exposed to a wide range of financial risks, market risks, credit risks and liquidity risks as reported in note 27 of the Financial Statements. Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and systems or from external events. Compliance risk is defined as the risk of not complying with laws, regulations and policies. Reputational risk is defined as the risk of losses due to unintentional or negligent failure to meet a professional obligation to stakeholders. Social, Ethical, Safety, Health and Environment MSCL takes social responsibility at heart. During the year under review, the Company contributed Rs. 633,265 to Fondation Nouveau Regard ( FNR ), the Corporate Social Responsibility vehicle of the CIEL Group. FNR has been involved over the past years in community development projects throughout the island, focusing on children in distress, including those who grow up in the streets as well as those facing difficult family situations. As healthcare providers, the Company is conscious of its moral duty towards the society as a whole. Awareness campaigns on cardiac sciences & diabetes, creation of Centre of Excellence in renal sciences were recently launched by the Company as a medium to inform and educate the public on such growing diseases. The Company has introduced a Preventive Health Check Lounge with the aim of preventing and managing diseases and illnesses at an early stage as it strongly believes in the philosophy prevention is better than cure. The Company has also been accredited as the third official International Vaccination Centre in Mauritius by the Ministry of Health and Quality of life. By endorsing the motto To provide professional health services in a caring and friendly environment, the Company together with its employees is committed to the highest standards of ethical and professional integrity. This commitment is based on a fundamental belief that business should be conducted honestly, fairly and legally. The Company remains aware of its duty of care as an employer and is strongly committed to protecting the rights of its entire staff to achieve their full potential in an environment which values cultural diversity and is free from all forms of discrimination, harassment and intimidation. Furthermore, the Company guarantees that everyone including its employees, patients, visitors and any authorised person present on or about its premises, has the right to dignity and respect as well as to a safe and healthy environment. 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 Operation & Management contract, is mainly responsible for the operational activities of the Company. The post of Chief Operating Officer is held by Dr. Simmardeep Singh Gill since 13 January Dr. Simmardeep Singh Gill is a Medical Graduate with a specialisation in Healthcare Management and has been with Fortis Group since December 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. Dr. Gill was also part of the successful first batch of the Leadership Development Initiative (LDI) at Fortis Healthcare Limited.

30 28 CORPORATE GOVERNANCE REPORT 2012 Annual Meeting of Shareholders The primary role of the Board is to represent and promote the interests of its shareholders as well as being accountable to them for the performance and activities of the Company. 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 Company s activities. The external auditors are also present to assist the Directors in answering queries from the shareholders. 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 of Shareholders (AMS) to stay informed of the Group s strategy and goals. CIEL Corporate Services Ltd, Secretaries Date: 18 June 2012

31 29 CORPORATE GOVERNANCE REPORT 2012 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, in a caring and friendly environment. The Company offers medical and paramedical services across 25 specialties, all under one roof and has already a proven track record of over 40,000 interventional procedures performed during the last decade. Directors Remuneration and Benefits During the year under review, the two Independent Directors received Rs. 200,000 each as directors fees whilst the remaining Directors did not perceive any remuneration from the Company and its subsidiary. Directorship of subsidiary company Le Café du Volcan Ltée is wholly owned by the Company. It is responsible for the catering needs of the visitors and the staff in general of the Company. Mr. Jean-Pierre Dalais and Dr. Simmardeep Singh Gill are the Directors of Le Café du Volcan Ltée. Directors Service Contracts There are no service contracts between the Company and any of its Directors. 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. 633,265 to Fondation Nouveau Regard, the social vehicle of the Ciel Group, as CSR contribution. External Audit fees External audit fees payable during the year were as follows: Company (Rs.) Subsidiary (Rs.) Audit fees paid to: Ernst & Young 550, ,000 20,000 20,000 Fees paid for other services provided by: Ernst & Young 340, ,000 10,000 10,000 Note: Fees are exclusive of VAT The non-audit services refer to tax computation and quarterly reviews.

32 30 CORPORATE GOVERNANCE REPORT 2012 Internal Audit Fees Internal Audit fees paid to: Company (Rs.) Subsidiary (Rs.) BDO & Co 360, , Note: Fees are exclusive of VAT Appreciation The Board expresses its appreciation and thanks to all those involved for their contribution during the year. ON BEHALF OF THE BOARD... Jean-Pierre Dalais Chairperson.. Antoine Michel Thomas Director

33 31 CORPORATE GOVERNANCE REPORT 2012 STATEMENT OF DIRECTORS RESPONSIBILITIES Directors acknowledge their responsibilities for: (i) adequate accounting records and maintenance of effective internal control systems; (ii) the preparation of financial statements which fairly present the state of affairs of the Company as at the end of the financial year and the cash flows for that period and which comply with International Financial Reporting Standard (IFRS); (iii) the use of appropriate accounting policies supported by reasonable and prudent judgements and estimates. The external auditors are responsible for reporting on whether the financial statements are fairly presented. The Directors report that: (i) adequate accounting records and an effective system of internal controls and risk management have been maintained; (ii) appropriate accounting policies supported by reasonable and prudent judgements and estimates have been used consistently; (iii) International Financial Reporting Standards have been adhered to. Any departure has been disclosed, explained and quantified. (iv) the Code of Corporate Governance has been adhered to in all material aspects and reasons provided for non-compliance. ON BEHALF OF THE BOARD.. Jean-Pierre Dalais Chairperson.. Antoine Michel Thomas Director Date: 18 June 2012

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35 33 CERTIFICATE FROM THE COMPANY SECRETARY AS AT 31 MARCH 2012 I certify that, to the best of my knowledge and belief, the Company has filed with the Registrar of Companies all such returns as are required of the Company under the Companies Act 2001 in terms of Section 166(d). CIEL Corporate Services Ltd, Secretaries Registered Office: 5th Floor, Ebène Skies Rue de l Institut Ebène Mauritius Date: 18 June 2012

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37 The Nest, a benchmark for trust and peace of mind Annual Report 2012

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39 37 INDEPENDENT AUDITORS REPORT TO THE SHAREHOLDERS Report on the Financial Statements We have audited the financial statements of The Medical and Surgical Centre Limited (the Company ) and its subsidiary (the Group ) on pages which comprise the statements of financial position as at 31 March 2012 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 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 and Group 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 give a true and fair view of the financial position of the Group and the Company as at 31 March 2012 and of their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Companies Act 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 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.

40 38 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 Ebène, Mauritius ANDRE LAI WAN LOONG, A.C.A. Licensed by FRC Date: 18 June 2012

41 39 STATEMENTS OF FINANCIAL POSITION AS AT 31 MARCH 2012 THE GROUP THE COMPANY Notes ASSETS Rs. Rs. Rs. Rs. Non-current assets Property, plant and equipment 4 484,644, ,759, ,438, ,534,662 Intangible assets 5 7,581,659 7,601,411 7,507,975 7,507,975 Investment in subsidiary ,000 25, ,225, ,360, ,971, ,067,637 Current assets Inventories 7 23,722,309 21,318,711 23,543,036 21,144,473 Trade and other receivables 8 63,090,775 65,704,424 66,816,623 69,259,625 Cash and short term deposits 9 56,199,018 53,886,887 55,919,701 53,355, ,012, ,910, ,279, ,759,151 Total assets 635,237, ,270, ,251, ,826,788 EQUITY AND LIABILITIES Equity Issued capital ,801, ,801, ,801, ,801,318 Revaluation reserve ,932,218 76,871, ,932,218 76,871,304 Merger reserve 11 5,792,244 5,792,244 5,792,244 5,792,244 Retained earnings 35,508,606 10,267,041 39,240,547 13,501,470 Total equity 460,034, ,731, ,766, ,966,336 Non-current liabilities Interest bearing loan and borrowings 12 34,192,334 47,489,919 34,192,334 47,489,919 Employee benefit liability 13 21,000,785 21,257,131 21,000,785 21,257,131 Deferred tax liability 14 14,502,002 12,210,124 14,502,002 12,210,124 69,695,121 80,957,174 69,695,121 80,957,174 Current liabilities Trade and other payables 15 76,753,035 83,174,214 76,034,490 82,495,678 Income tax liability 21 2,388,698 3,275,900 2,388,698 3,275,900 Interest bearing loan and borrowings 12 26,366,604 30,131,700 26,366,604 30,131, ,508, ,581, ,789, ,903,278 Total equity and liabilities 635,237, ,270, ,251, ,826,788 These financial statements were approved by the Board of Directors on 18 June Jean-Pierre Dalais Chairperson.. Antoine Michel Thomas Director The notes on pages form an integral part of these financial statements.

42 40 STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2012 THE GROUP THE COMPANY Notes Rs. Rs. Rs. Rs. Revenue ,277, ,181, ,967, ,793,070 Cost of sales (284,957,171) (244,072,285) (279,741,759) (239,362,351) Gross profit 231,320, ,109, ,226, ,430,719 Other operating income 17 1,973,022 1,407,708 2,748,195 2,067,356 Administrative expenses (183,999,457) (158,413,270) (180,183,152) (154,637,935) Operating profit 18 49,293,604 43,103,961 49,791,116 43,860,140 Finance income ,033 2,096, ,033 2,096,644 Finance costs 20 (5,611,120) (11,558,800) (5,611,120) (11,558,800) 44,649,517 33,641,805 45,147,029 34,397,984 Demolition costs of ex-mandarin Hotel 29 (7,242,710) - (7,242,710) - Profit before tax 37,406,807 33,641,805 37,904,319 34,397,984 Income tax expense 21 (6,465,834) (5,662,338) (6,465,834) (5,662,338) Profit for the year 30,940,973 27,979,467 31,438,485 28,735,646 Other comprehensive Income: Gain on revaluation of land and buildings 52,258,720-52,258,720 - Tax effect on gain on revaluation of building (197,806) - (197,806) - 52,060,914-52,060,914 - Total comprehensive income for the year, attributable to parent 83,001,887 27,979,467 83,499,399 28,735,646 Basic and diluted earnings per share (Rs) The notes on pages form an integral part of these financial statements.

43 41 STATEMENTS OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2012 (Accumulated Issued Revaluation Merger losses)/retained Capital reserve reserve earnings Total Rs. Rs. Rs. Rs. Rs. THE GROUP As at 1 April 2010 (as restated) 289,801,318 76,871,304 5,792,244 (17,712,426) 354,752,440 Profit for the year ,979,467 27,979,467 Other comprehensive income As at 31 March ,801,318 76,871,304 5,792,244 10,267, ,731,907 As at 1 April ,801,318 76,871,304 5,792,244 10,267, ,731,907 Profit for the year ,940,973 30,940,973 Other comprehensive income - 52,060, ,060,914 Dividend paid (Note 28) (5,699,408) (5,699,408) As at 31 March ,801, ,932,218 5,792,244 35,508, ,034,386 (Accumulated Issued Revaluation Merger losses)/retained Capital reserve reserve earnings Total Rs. Rs. Rs. Rs. Rs. THE COMPANY As at 1 April 2010 (as restated) 289,801,318 76,871,304 5,792,244 (15,234,176) 357,230,690 Profit for the year ,735,646 28,735,646 Other comprehensive income As at 31 March ,801,318 76,871,304 5,792,244 13,501, ,966,336 As at 1 April ,801,318 76,871,304 5,792,244 13,501, ,966,336 Profit for the year ,438,485 31,438,485 Other comprehensive income - 52,060, ,060,914 Dividend paid (Note 28) (5,699,408) (5,699,408) As at 31 March ,801, ,932,218 5,792,244 39,240, ,766,327 The notes on pages form an integral part of these financial statements.

44 42 STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED 31 MARCH 2012 THE GROUP THE COMPANY Notes Rs. Rs. Rs. Rs. Operating activities Profit before tax 37,406,807 33,641,805 37,904,319 34,397,984 Non-cash adjustment to reconcile profit before tax to net cash flows: Depreciation of property, plant and equipment 32,155,206 29,110,193 32,075,694 29,041,158 Amortisation of intangible assets 31,752 28, Gain on disposal of plant and equipment (191,199) - (168,343) - Scrapped items 101,069 8,280 63,358 - Intangible assets written off - 28, Movement in employee benefit liability 4,731,874 3,897,925 4,731,874 3,897,925 Finance income (967,033) (2,096,644) (967,033) (2,096,644) Finance costs 5,611,120 11,558,800 5,611,120 11,558,800 Working capital adjustments - Inventories (2,403,598) 917,688 (2,398,563) 927,857 - Trade and other receivables 2,613,649 (18,847,528) 2,443,002 (19,238,347) - Trade and other payables (6,421,179) 18,546,535 (6,461,188) 18,068,783 72,668,468 76,793,618 72,834,240 76,557,516 Interest received 967,033 2,096, ,033 2,096,644 Interest paid (5,611,120) (11,558,800) (5,611,120) (11,558,800) Contributions paid (RBO) (4,988,220) - (4,988,220) - Tax paid 21( c ) (5,258,961) - (5,258,961) - Net cash flows from operating activities 57,777,200 67,331,462 57,942,972 67,095,360 Investing activities Purchase of property, plant and equipment 9 (31,650,355) (36,584,388) (31,572,110) (36,482,716) Purchase of intangible asset (12,000) (115,000) - - Proceeds from disposal of property, plant and equipment 168, ,000 - Net cash flows used in investing activities (31,493,855) (36,699,388) (31,407,110) (36,482,716) Financing activities Repayment of borrowings (7,382,677) (40,964,062) (7,382,677) (40,964,062) Payment of finance lease liabilities (6,441,922) (8,357,387) (6,441,922) (8,357,387) Dividends paid (5,699,408) - (5,699,408) - Net cash used in financing activities (19,524,007) (49,321,449) (19,524,007) (49,321,449) Net increase/(decrease) in cash and cash equivalents 6,759,338 (18,689,375) 7,011,855 (18,708,805) Cash and cash equivalents at 1 April 37,631,118 56,320,493 37,099,284 55,808,089 Cash and cash equivalents at 31 March 9 44,390,456 37,631,118 44,111,139 37,099,284 The notes on pages form an integral part of these financial statements.

45 43 NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH CORPORATE INFORMATION The financial statements of The Medical and Surgical Centre Limited (the Company ) and its subsidiary (the Group ) for the year ended 31 March 2012 were authorised for issue in accordance with a resolution of the Directors on 18 June The Medical and Surgical Centre Limited is a limited liability company incorporated and domiciled in Mauritius, whose shares are publicly traded on the Stock Exchange of Mauritius. The address of its registered office is Georges Guibert Street, Floréal. The main activity of the Company is to provide health services. 2. ACCOUNTING POLICIES 2.1 BASIS OF PREPARATION The financial statements of The Medical and Surgical Centre Limited (the Company ) and its subsidiary (the Group ) have been prepared in accordance with International Financial Reporting Standards ( IFRS ), as issued by the International Accounting Standards Board (IASB). The consolidated financial statements have been prepared on a historical cost basis, except for land and buildings that have been measured at fair value. The consolidated financial statements are presented in Mauritian Rupees. Basis of consolidation The consolidated financial statements comprise the financial statements of as at 31 March The subsidiary is fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continues to be consolidated until the date that such control ceases. The financial statements of the subsidiary are prepared for the same reporting year as the parent company, using consistent accounting policies. All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognised in assets, are eliminated in full. A change in the ownership interest of a subsidiary, without a change of control, is accounted for as an equity transaction. Losses are attributed to the non-controlling interest even if that results in a deficit balance. If the Group loses control over a subsidiary, it: Derecognises the assets (including goodwill) and liabilities of the subsidiary Derecognises the carrying amount of any non-controlling interest Derecognises the cumulative translation differences, recorded in equity Recognises the fair value of the consideration received Recognises the fair value of any investment retained Recognises any surplus or deficit in profit or loss Reclassifies the parent s share of components previously recognised in other comprehensive income to profit or loss. 2.2 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES The accounting policies adopted are consistent with those of the previous financial year except as follows: New and amended standards and interpretations The accounting policies adopted are consistent with those of the previous financial year, except for the following new and amended IFRS and IFRIC interpretations effective as of 1 January 2011: IAS 24 Related Party Disclosures (amendment) effective 1 January 2011 IAS 32 Financial Instruments: Presentation (amendment) effective 1 February 2010 IFRIC 14 Prepayments of a Minimum Funding Requirement (amendment) effective 1 January 2011