AFFLUENCE

FINANCIAL RESULTS The highlights of financial results of your Company are as follows: Particulars (Rs. in Lacs) Year ended 31.03.14Year ended 31.03.13 Income from Operations26116.2921708.24 Other Income140.75222.29 Profit/(Loss) before Depreciation1556.97976.61 Depreciation886.32939.34 Profit/(Loss) Before Tax670.6537.27 Profit/(Loss) After Tax670.6537.27 OPERATIONS During the year under review, the gross revenue of the Company increased to Rs. 26,257.04 Lacs as compared to Rs. 21,930.53 Lacs in the previous year, registering an impressive growth of 19.72 %. Cash profit stood at Rs 1,556.97 Lacs against previous year cash profit of Rs. 976.61 Lacs. The profit after tax for the year was Rs 670.65 Lacs against a profit after tax of Rs. 37.27 Lacs of the previous year. Accumulated losses as on 31st March 2014 amounted to Rs. 6,713.61 Lacs. Your Company has continued its efforts towards improving the value proposition for its patients and general public. During the year under review, Artemis continued to focus on patient care and safety while achieving strategic growth and taking development initiatives across various facets of the organization. Hospital management continues to focus on good clinical outcomes through stringent medical audits, surveillance and ethical practice. Their efforts has been paid off and resulted into all round growth of the organization. However, your Company’s Dwarka unit has been a financial drain on the operations of the Company while all out efforts are being made by the management to reduce the losses and increase the revenue. During the year under review, focused outreach programmes in both domestic and international markets have taken the Artemis Brand forward. Your Company plans to further develop newer domestic and international avenues for growth.

In view of high depreciation, interest and in absence of distributable profits, your Directors express their inability to recommend any dividend on the paid up Equity Share Capital of the Company for the financial Year ended March 31, 2014.

A. CONSERVATION OF ENERGY a) Energy conservation measures taken: The operations of the company are not energy-intensive. However, significant measures are being taken to reduce the energy consumptions by using energy efficient equipments. Some of the efforts taken in the financial year 2013-14 are given as below: ---Energy Audit is carried out. ---Light switching is being controlled during the non-business hours. ---Descaling of chiller/conceler is done for getting better kw /tr ratio. ---Power purchase through open access to minimize HSD Consumption and cost of state power kwh tariff. --- Streamlining of Sewerage Treatment Plant and Irrigation System for effective utilization of wastewater, resulting in water conservation. --- Common area AHU Automation will be done in this year, cost is taken in apex as per Energy Auditor Recommendation. b) Additional investment and proposal for reduction in energy consumption ---Your Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient. c) Impact of the above measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods; --- It is difficult to quantify the impact of aforesaid individual projects on the cost of production. Further, as energy costs comprise a very small part of your Company’s total expenses, the financial implications of these measures are not material.

Technology absorption, adaptation and innovation a. Efforts, in brief, made towards technology absorption, adaptation and innovation: ---Over the years, your Company has brought into the country the best that the world has to offer in terms of technology in its continuous endeavor to serve the patients better and to bring healthcare of international standards within the reach of every individual. b. Benefits derived as a result of the above efforts, e.g, product improvement, cost reduction, product development, import substitution etc. ---Better and efficient patient safety and care. c. Import of Technology ---NIL

i) Export Activities/ Initiatives to increase Exports/Development of new Export Markets/Export Plans --- NIL ii) Earnings and Outgo ( Rs in Lacs) (1) EarningRs. 2,029.08 Lacs(On accrual basis) (2) OutgoRs. 92.56 Lacs(On accrual basis)

1) Research and Development (R & D) 1) Specific Areas in which R & D is carried out by the Company ---Company has not commenced any R & D activities in the field of product development. 2) Benefits derived as a result of the above R & D ---No R & D activity has been carried out by the Company in the year under reporting. 3) Future plan of action ---Not framed 4) Expenditure on R & D Year ended 31.03.2014 (Rs in Lacs) ---Capital- ---Recurring2.67 ---Total R & D expenditure as a % of sale ( As per P & L account) (0.01%)

ARTEMIS MEDICARE SERVICES LIMITED ANNEXURE-A Information as per Section 217(2A) of the Companies Act,1956, read with Companies (Particulars of employees) Rules,1975, and forming part of the Directors Report for the year ended March 31, 2014 NameDesignationQualificationDate of joining/ Date of ResignationAgeExp.RemunerationPrevious EmploymentLast Designation Employed throughout the yearFollowing are the employees in receipt of remuneration aggregating not less than Rs 60, 00, 000 per annum. 1Dr. Devlina ChakravartyChief Operating OfficerMBBS, MD (Radio Diagnosis), DMRD01/11/20074621 Rs. 1,85,49,372Max HealthcareDirector – Radiology 2Dr. (Col.) Manjinder SandhuMedical Director & Director - CardiologyMBBS, MD, DNB, DM01/05/20135022Rs. 1,25,28,380Independent ConsultantIndependent Consultant Employed for part of the yearFollowing are the employees in receipt of remuneration aggregating not less than Rs. 5, 00, 000 per month. 1--------------------------------------------- Note : 1 None of the above is related to any Director of the Company. 2All the appointments are on contractual basis. 3There was no person employed either throughout the financial year or part thereof, who was holding either by himself or along with the spouse and dependent children 2% or more of the shares of the company and drawing remuneration in excess of the remuneration drawn by the Manager.

The Board of Directors of the Company confirms:- 1. That in the preparation of the Annual Accounts for the year ended 31st March, 2014 the applicable accounting standards have been followed and there has been no material departure. 2. That the selected accounting policies were applied consistently and the Directors made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the Profit & Loss Account of the Company for the period ended on that date. 3. That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting any fraud and other irregularities. 4. That the Annual Accounts have been prepared on a going concern basis.

M/s S P Puri & Co., Chartered Accountants, New Delhi, Statutory Auditors of your Company, will retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment as Statutory Auditors for FY15. The Company has received a letter from the auditors confirming that they are eligible for appointment as auditors of the Company under section 139 of Companies Act, 2013 and meet the criteria for appointment specified in section 141 of the Companies Act, 2013. In line with the requirements of Companies Act, 2013 and rules made thereunder and based on the recommendations of the Audit Committee, the Board of Directors of the Company proposes the reappointment of M/s S P Puri & Co., Chartered Accountants, New Delhi, as the Statutory Auditors of the Company for a period of 5 years from FY15 to FY19. EXPLANATIONS TO AUDITOR’S COMMENT 01. Auditors comment: Refer point (x) of annexure to para 1 of the Auditors' Report. Management's Reply: Due to longer gestation period generally applicable to Hospitality industry, Company’s accumulated losses at the end of financial year were more than fifty percent of its net worth. During the financial year, your company has achieved a net profit of Rs. 6.70 Crores. Your company expects to increase its net profits in the coming financial years based on increased net sales. Besides above, the Notes on Financial Statements referred to in the Auditor’s Report are self-explanatory.

AUDIT COMMITTEE Our Audit Committee comprises of following Directors as members: a) Dr S Narayan, Chairman b) Mr Neeraj Kanwar, Member c) Mr P N Wahal, Member d) Mr Naveen Kapur, Member (w.e.f 6th November 2013) The Company Secretary acts as the Secretary of the Committee. Mr S Asoka Iyer ceased to be member of the Committee with effect from 5th November 2013. The Chairman of the Audit Committee, Dr S Narayan was present at the Annual General Meeting of the Company held on August 2, 2013. BOARD OF DIRECTORS Pursuant to the provisions of Section 260 of the Companies Act, 1956 [corresponding to Section 161(1) of the Companies Act, 2013] Mr. Naveen Kapur has been appointed as an Additional Director of the Company w.e.f 6th November 2013 and Dr. Nirmal Kumar Ganguly has been appointed as an Additional Director of the Company w.e.f 10th February 2014. They hold office till the date of the ensuing Annual General Meeting. The company has received requisite notice together with deposit, as provided under section 160 of the Companies Act, 2013, from member(s) proposing their appointment as a Director liable to retire by rotation. Mr. S. Asoka Iyer resigned from Directorship on 5th November 2013. The Board of Directors extends their sincere appreciation for the valuable contribution made by him during his tenure as a Director of the Company. Pursuant to the provisions of section 152 of the Companies Act, 2013 and in accordance with the provisions of Articles of Association of the Company, Mr. Neeraj Kanwar and Ms Pallavi Shroff are liable to retire by rotation and being eligible, offers themselves for re- appointment. None of the Directors are disqualified under section 164(2) of the Companies Act, 2013. FIXED DEPOSITS During the year under review, your Company has not invited or accepted any deposits from the public pursuant to the provisions of section 58A of the Companies Act, 1956 and no amount of principal or interest was outstanding in respect of deposits from the public as on the date of balance sheet. ACKNOWLEDGEMENTS Your Directors place on record appreciation for the Central Government, the State Government of Haryana and all the bankers, financial institutions, customers, suppliers and stakeholders for their valuable support and patronage during the year under review. The board further wishes to record their deep sense of appreciation for the contribution made by the Doctors, consultants and employees in the growth of the Company.