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BOARD OF DIRECTORS

Shri Ramesh Narayanaswami(Chairman)

Dr. Prathap C. Reddy(Vice Chairman)

Dr. B. VenkataramanShri D. S. NegiMs. Renu S. KarnadShri Satnam AroraMs. Suneeta ReddyLt. Gen. Vijay Lall, PVSM, AVSM, ADC (Retd.)Shri V.R. ReddyShri V.V. Bhat

SENIOR GENERAL MANAGERCUM COMPANY SECRETARY

Shri A. K. Singhal

REGISTERED OFFICE &HOSPITAL COMPLEX

Sarita Vihar,Delhi-Mathura Road,New Delhi-110076

AUDITORS

M/s. S.C. Vasudeva & Co.Chartered AccountantsNew Delhi

BANKERS

Oriental Bank of CommerceUTI Bank LimitedThe Jammu & Kashmir Bank Limited

Place : New Delhi

Date : 14th June, 2006

CONTENTS

Notice

Directors' Report

Management Discussion andAnalysis Report

Report on Corporate Governance.

Auditors' Report

Balance Sheet

Profit & Loss Account

Cash Flow Statement

Schedules

02

07

12

15

23

26

27

28

29


NOTICE

Notice is hereby given that the Eighteenth AnnualGeneral Meeting of Indraprastha MedicalCorporation Limited will be held on Friday,11th August, 2006 at 10.15 a.m. at FICCI GoldenJubilee Auditorium, Federation House, Tansen Marg,New Delhi - 110001, to transact the followingbusiness:

ORDINARY BUSINESS

1. To receive, consider and adopt the AuditedBalance Sheet as at 31st March, 2006 and theProfit & Loss Account for the year ended onthat date together with the Report of Directors'and Auditors' thereon.

2. To declare dividend on shares.

3. To elect a Director in place ofDr. B. Venkataraman who retires by rotationand being eligible, offers himself for re-election.

4. To elect a Directpr in place of Lt. Gen. Vijay Lall(Retd.) who retires by rotation and being eligible,offers himself for re-election.

5. To consider and, if thought fit, to pass, with orwithout modifications, the following resolutionas " Special Resolution":

"RESOLVED THAT pursuant to the provisionsof Section 224A and other applicableprovisions, if any, of the Companies Act, 1956,M/s. S. C. Vasudeva & Co., CharteredAccountants, be and is hereby appointed asAuditors of the Company to hold office fromthe conclusion of this Annual General Meetingof the Company until the conclusion of the nextAnnual General Meeting of the Company at aremuneration of Rs. 7.25 lacs plus out of pocketexpenses."

SPECIAL BUSINESS

6. To consider and if thought fit, to pass with orwithout modification, the following as anOrdinary Resolution:

"RESOLVED THAT Shri V. V. Bhat be and ishereby appointed as Director of the Company,who shall be liable to retire by rotation."


"RESOLVED THAT Shri Satnam Arora be and ishereby appointed as Director of the Company,who shall be liable to retire by rotation."


"RESOLVED THAT Shri D. S. Negi be and ishereby appointed as Director of the Company,who shall be liable to retire by rotation."

9. To consider and if thought fit, to pass with orwithout modification, the following as anOrdinary Resulation:

"RESLVED THAT Shri Ramesh Narayanaswamibe and is hereby appointed as Director of theCompany, who shall be liable to retire byrotation."

By order of the Board

for Indraprastha Medical Corporation Limited

Place: New DelhiDate: 14th June, 2006

NOTES:

A.K.SINGHALSenior General Managercum Company Secretary

1. A member entitled to attend and vote at themeeting is entitled to appoint a Proxy to attendand vote at the meeting instead of himself andthe Proxy need not be a Member of theCompany. The instrument appointing proxy, inorder to be effective, must be deposited at theRegistered Office of the Company at least 48hours before the commencement of themeeting.

2. The relevant Explanatory Statement pursuantto Section 173 (2) of the Companies Act, 1956,relating to the Special Business to be transactedat the meeting, is annexed hereto.

3. The Register of Members and Share TransferBooks of the Company shall remain closedfrom Tuesday, 1st August, 2006 to Friday,11* August, 2006 (both days inclusive).


4. Dividend, if declared, will be paid to thosemembers whose names appear :-

a) as Members on the Register of Membersof the Company as on 11th August, 2006,after giving effect to all valid share transfersin physical form lodged with the Companyup to the closing hours of business on31st July, 2006, and

b) as Beneficial Owners as per the Statementof Beneficial Ownership to be furnished byNational Securities Depository Limited(NSDL) and Central Depository Services(India) Limited (CDSL) in respect of theshares held in dematerialized form asat the closing hours of business on31st July, 2006.

5. To avoid the incidence of fraudulentencashment of the Dividend warrants,Members, holding shares in physical form, arerequested to intimate the Company under thesignature of the Sole/First Joint holder, thefollowing information, so that the Bank AccountNumber and Name and Address of the Bankcan be printed on the Dividend Warrant:-

1) Name of Sole/ First Joint Holder and

Folio No.2) Particulars of Bank Account, viz.

i) Name of the Bankii) Name of Branch

iii) Complete address of the Bank withPin Code Number

iv) Account Type, whether Savings

(SB) or Current Account (CA)v) Bank Account Number allotted by

the Bank.

6. Shareholders desirous of availing the facilitiesof Electronic Credit of Dividend are requestedto submit ECS form duly filled in. ECS form canbe obtained from the Registered Office of theCompany.

7. Members who hold shares in the dematerializedform, want to change/correct the bank accountdetails should send the same immediately tothe concerned Depository Participant. TheCompany will not entertain any direct requestfrom members for deletion/change in the BankAccount details furnished by DepositoryParticipants to the Company.

8. Non- Resident Shareholders are requested toinform immediately:-

a) The change in the residential status onreturn to India for permanent settlementand

b) The particulars of NRE Account with a Bankin India, if not furnished earlier.

9. Pursuant to sub-section (5) of Section 205A ofthe Companies Act, 1956, dividend for thefinancial year ended 31st March, 2001, andthereafter, which remain unpaid or unclaimedfor a period of seven years from the date oftransfer of the same as referred to in sub-section (1) of Section 205A of the Act, will betransferred to the Investor Education andProtection Fund (IEP Fund) of the CentralGovernment established under sub-section (1)of Section 205C of the Act. Shareholders whohave not encashed the dividend warrant(s) sofar for the financial year ended 31st March, 2001or subsequent financial years are requested tomake their claim to the Company. It may alsobe noted that once the unclaimed dividend istransferred to the IEP Fund as above, no claimshall lie in respect thereof.

In terms of Section 109(A) the Companies Act,1956, the Shareholder of the Company maynominate a person to whom the shares held byhim/her shall vest in the event of his/her death.In case, any member wishes to avail thenomination facility in respect of shares held byhim/her, please write to the Company to obtainthe nomination form.

10. Members holding shares in physical form arerequested to notify immediately the change intheir address, if any, to M/s. Intime SpectrumRegistry Ltd., A-31, 3rd Floor, Near PVR Cinema,Naraina Ind. Area, Phase - I, New Delhi -110028.

11. Shareholders seeking any information, withregard to accounts are requested to write to theCompany at least seven days in advance so asto enable the Company to keep the informationready.

12. Members are requested to bring their copy ofAnnual Report and Attendance Slip duly filledat the meeting.


INFORMATION REQUIRED TO BE FURNISHEDIN PURSUANCE OF CLAUSE 49 OF THE LISTINGAGREEMENT WITH STOCK EXCHANGES

The particulars of the Directors who are proposedto be appointed / reappointed are as given below:

A. DR. B. VENKATARAMAN

Age: 80 yearsQualifications : I AS (Retd.)

Expertise: Dr. B.Venkataraman is a former memberof the Indian Administrative Service. He hasextensive experience in administration at variousand widely spread levels, having held several seniorposts both in the State Government and also in theGovernment of India, amongst which are AdditionalChief Secretary (in which capacity he was in chargeof the Department of Health among others),Member, Board of Revenue, Chief Secretary, apartfrom heading as Chairman of public sectorundertakings like the State Industrial DevelopmentCorporation, State Mining Corporation and StateForest Development Corporation. In theGovernment of India, he has had almost a decadeof experience in the Ministry of Home Affairs andlater held the post of Secretary to the Governmentof India, in the Ministry of Tourism and Civil Aviation,in which capacity he was connected with airportexpansions, in India and abroad, introduction ofTravel circuits in India for tourism promotionincluding the concept of the Palace on Wheels,introduced by him and had close connection withsanctions and execution of a number of hotels inDelhi like the Taj Palace, Sheraton Towers, SuryaSofitel, Le Meridien, Hilton among others in Delhi,apart from a number of hotels in the rest of thecountry.

He was Director for a spell of five years on the IndianNational Trust for Art and Cultural Heritage,concerned with the conservation of the Varanasiand Mathura Brindavan heritage regions.

He is a Doctor of Literature (D.Litt) and is an authorof repute of a number of books relating to and onHeritage of India with reference to peninsular India.

Outside Directorship :

C.J. International Ltd., (Le Meridien)South Asia Enterprises Ltd.

Membership of Committees of the Board of otherCompanies :

Audit Committee (CJ International Ltd.) - Member

Shareholding in the Company :

15,800 Equity Shares of Rs.10/- each

B. LT. GEN. VIJAY LALL (RETD.)

Age : 64 yearsQualifications : MBA

Expertise : Lt. Gen. Vijay Lall, PVSM, AVSM, ADC(Retd.) had served the Indian Army for forty years,in various vital assignments and retired as DirectorGeneral Ordnance Services & Senior ColonelCommandant AOC. He had over one hundredindependent establishments all over the country,employing 1 lakh civilian and military personneland handling a budget of ten thousand crores.His vast and multitudinal experience in logistics,supply chain management, academicadministration, human resource management;particularly of civilians, education and training wonhim many laurels. In his early years, he had theunique honour of heading an independentforeign defence organization, abroad, for twoyears.

As President (Mayor) of a very large cantonment, hemade valuable contribution towards improving, theadministrative responsiveness, quality of life as wellas civic amenities for the citizens. This wasapplauded by the media and the Govt. As the headof the College of Materials Management (whichimparts integrated management education toselected Foreign and Indian Students) & Dean ofManagement, Jabalpur University, he dedicatedlypersevered and got the institution 'Golden PeacockNational Training Award' besides the recognition,as a 'Center of Excellence'


He was specially selected on a number ofgovernmental studies, for streamlining logistics,human resource and supply chain management;which lead to a saving of over one hundred croresto the government exchequer, besides, improvingthe efficiency all round.

He was decorated/conferred with numerous honours& awards, Hon. ADC to President of India, PVSM[Param Vishisht Seva Medal (for DistinguishedServices of Most Exceptional Order)], AVSM (AtiVishisht Seva Medal) {for Distinguished Servicesof Exceptional Order}, by the President of India,Commendation of the Chief of Army Staff;Distinguished Fellowship of the Institute ofDirectors (World Quality Council) as well as theIndian Institute of Materials Management. He wasdeclared 'Man of the Year 2000': by ABI, USA. Hisname got published in 'Asia Pacific Who's Who'.The General has been recently appointed, HonoraryAdvisor, to the Indian Institute of Materials/Management, besides; is a Fellow of the BritishInstitute of Management and is also on the ExecutiveCouncil of the American Institute of Management.

Outside Directorship : None

Membership of Committees of the Board of otherCompanies : None

Shareholding in the Company : Nil

C. SHRIV.V. BHAT

Age: 53 yearsQualifications : IAS

Expertise: Shri V. V. Bhat is a member of the IndianAdministrative Service. He has extensiveexperience in public administration and finance,having held several senior posts both in the StateGovernment and in the Government of India,amongst which are Joint Secretary (Space),Department of Space, Govt. of India and ChiefSecretary, Andaman & Nicobar Islands. Presently,he is posted as Principal Secretary - Finance,Government of NCT of Delhi.


Delhi Power Co. Ltd.Delhi TRANSCO Ltd.Delhi Metro Rail Corporation Ltd.Delhi State Industrial Development Corp. Ltd.Delhi Tourism & Transportation Dev. Corp. Ltd.Delhi State Civil Supplies Corp. Ltd.Indraprastha Power Generation Co. Ltd.Pragati Power Corp. Ltd.Delhi Integrated Multi Modal Transit System Ltd.

Membership of Committees of the Board of otherCompanies : None


D. SHRI SATNAM ARORA

Age : 57 yearsQualifications : Masters in Economics

Expertise : Shri Satnam Arora has rich andvaried experience in managing business invarious industries. He is the Joint Managing Directorof M/s. Satnam Overseas Limited which is a 500crores turnover food company with world famous"Kohinoor" brand of basmati rice. This brandof basmati rice is available in about 60 countriesaround the world and also has the dominance inthe Indian market. He has extensively traveledaround the globe and have been instrumental insetting up various operations of the Companyoverseas.

Outside Directorship

Satnam Overseas LimitedSatnam Haegens LimitedSachdeva Brothers Ltd.

Membership of Committees of theBoard of other Companies :

Share Transfer Committee (Satnam Overseas Ltd.)- Member



E. SHRID. S. NEGI

Age : 58 yearsQualifications : IAS

Expertise: Shri D. S. Negi is a member of the IndianAdministrative Service. He has extensive experiencein public administration, having held several seniorposts both in the State Government and in theGovernment of India, amongst which are JointSecretary, Ministry of Agriculture, Govt. of India andChief Secretary, State of Goa and Andaman &Nicobar Islands. Presently, he is posted as PrincipalSecretary - Health & Family Welfare, Governmentof NCT of Delhi.

Outside Directorship : None

Membership of Committees of the Board ofother Companies : None

Shareholding in the-Company : Nil

EXPLANATORY STATEMENT PURSUANT TOSECTION 173(2) OF THE COMPANIES ACT, 1956ITEM NO. 6, 7 & 8

The Board of Directors had appointedShri V. V. Bhaton 19th November, 2005, Shri SatnamArora on 25th January, 2006, and Shri D.S. Negi on20th May, 2006, as Additional Directors of theCompany.Pursuant to Section 260 of the Companies Act,1956, the additional Directors hold office only up tothe Annual General Meeting. As required underSection 257 of the said Act, notices have beenreceived from members alongwith requisite depositsignifying their intentions to propose Shri V. V. Bhat,Shri Satnam Arora and Shri D.S. Negi as candidatesfor the office of Director.

None of the Directors is interested in the resolutionsexcept Shri V. V. Bhat in item no. 6, Shri SatnamArora in item no. 7 and Shri D. S. Negi in item no. 8.

F. SHRI RAMESH NARAYANASWAMI

Age : 58 yearsQualifications : IAS

Expertise : Shri Ramesh Narayanaswami is amember of the Indian Administrative Service. Hehas extensive experience in public administration,having held several senior posts both in the StateGovernment and in the Government of India during35 years of service and is presently posted as ChiefSecretary, Government of NCT of Delhi.


Delhi Metro Rail Corporation Ltd.

Membership of Committees of the Board ofother Companies : None


ITEM NO. 9

Shri S. Regunathan, Director and Chairman of theBoard of Directors had superannuated from theoffice of Chief Secretary, Govt. of Delhi and ceasedto be a Director of the Company w.e.f. 1st June,2006 and his successor Shri RameshNarayanaswami was appointed as an AdditionalDirector and Chairman of the Board of Directors on14th June, 2006. Pursuant to Section 260 of theCompanies Act, 1956, Shri Ramesh Narayanaswamiholds office only up to the Annual General Meeting.As required under Section 257 of the said Act,notice has been received from a member alongwithrequisite deposit signifying his intention to proposeShri Ramesh Narayanaswami as a candidate forthe office of Director.

Except Shri Ramesh Narayanaswami, no otherDirector is interested in the aforesaid resolution.


DIRECTORS' REPORT

Dear ShareholdersThe Directors take pleasure in presenting the18th Annual Report of the Company alongwithaudited accounts for the year ended 31st March,2006.

FINANCIAL RESULTS(Rs. in Lakhs)

Particulars Year ended31-03-2006

Income from operations

Other income

Total expenditure

(a) Consumption of stores& spares

(b) Staff Cost(c) Consultation Fees paid

to the Doctors(d) Other expenditure

Interest

Depreciation

Profit before tax ,

Provision for taxation

Net Profit (PAT)

Balance brought forwardfrom previous year

Amount available for appropriation

Appropriations

Transferred to General Reserve

Dividend (Proposed)

Corporate Dividend Tax

Balance carried to Balance Sheet

20,455.60

2,028.75

5,801.84

4,006.46

5,476.143,346.49

300.53

1,330.45

2,222.44

556.38

1,666.06

1,685.27

3,351.33

50.00

1,145.91

160.71

1,994.71

Year ended31-03-2005

17,786.95

1,676.86

4,973.12

3,186.51

4,759.342,724.65

208.58

1,256.73

2,354.88

722.70

1,632,18

1,098.39

2,730.57

-

916.73

128.57

1,685.27

DIVIDEND

The Directors are pleased to recommend paymentof dividend on equity shares @ 12.5% (Rs. 1.25per share) for the financial year ended 31 st March,2006. (Previous year Re. 1/- per share)

OPERATIONS

During the year under review, the total income ofthe Company increased to Rs.224.84 crores fromRs. 194.64 crores in the previous year - an increaseof 16%. The profit before tax stood at Rs. 22.22crores compared to Rs. 23.55 crores in the previousyear. The profit after tax stood at Rs.16.66 crorescompared to Rs. 16.32 crores in the previous year.

The operational performance details are as under-

2005-06 2004-05 Growth

No. of In-patient AdmissionsAverage daily bed occupancy

Total no. of outpatients(New Registrations)

30469 29185410 399

72821 69331

4%3%

5%

Health Check up

Dialysis

Cardiac Surgeries

Transplant Surgeries

Other Surgeries

18681

21129

764

114

11290

15363

17337

675

113

10615

22%

22%

13%

1%

6%

1440 International patients from all over the worldwere treated in the Hospital (previous year 758patients). The Hospital has tied up with the Embassyof fifteen countries to carry out health check ups oftheir employees.

Radiology Department of the Hospital has beenrenovated and upgraded with a 64 Slice CT Scanand 3.0 Tesla MRI and it has emerged as one ofthe best Radiology center in the region.

The Laboratory Services of the Hospital has beenaccredited by National Accreditation Board forTesting and Calibration Laboratories (NABL) in sixspecialties i.e. Biochemistry, Hematology, Clinicalpathology, Microbiology, Immunology andHistopathology - Cytopathology.

An additional Surgical day care unit with eight bedsand Operation Theater has been commenced tomeet the increasing demand.

The Hospital has introduced three new DNBCourses in the specialties of Respiratory Medicine,Family Medicine and Endocrinology.

More than 1600 Continuing Medical EducationProgramme (CME) with eminent faculty from Indiaand abroad have been organized by the Hospital.

The Dialysis unit of the Hospital continued to beone of the major dialysis center in the region and atan average 1764 dialysis are done on monthlybasis.

The Hospital has tied up with more than 50 newCorporate Body for providing healthcare facilitiesto their employees.

The Hospital has been ranked amongst the top tenHospitals in India by " The Week" Magazine.


Your Company, together with Apollo HospitalsEnterprise Limited, has entered in to an Agreementwith the world famous M/s. John Hopkins MedicineInternational LLC., USA. The agreement providesfor collaboration establishing Centers of Excellencein specific disciplines, continuing education formedical, para medical and administrativepersonnel, providing second opinion services topatients, and several other areas. The Brand imageof your Company will be significantly enhanced bythis prestigious affiliation.

The Company has entered into an operationsmanagement agreement for managing a 50-bedhospital namely "Shree Digamber Hospital" atBharatpur (Rajasthan) . It will also facilitate theHospital to get patients referral for super specialtytreatment.

With a view to further expand its network in the NCR,your Company has set up a 57 bed Hospital inSector 26, Noida (UP.) with an investment of aroundRs. 15 crores. The Hospital is situated adjacent tothe commercial hub of Sector 16 & 17, amidst thehuge residential market of Noida. The Hospital isdesigned as a community Hospital, focusing onspecialties like minimal access surgery, key holeorthopedics and Dialysis. The Hospital will also offerwellness programmes to cater to the large andgrowing population and corporates in the region.All major cases will be referred to the Main Hospital.The Hospital has commissioned out-patientsservices in March, 2006, and in-patients servicesin May, 2006.

QUALITY IMPROVEMENT

Comprehensive Apollo Patient Safety Program(CAPS) aims at mitigation of risk to the patient. ARisk Assessment Tool has been instituted, whichassigns patients into High or Low Risk categories.The program makes use of visual cues to identifyrisk to a patient. This has been very effective inreducing incidents of patient falls.

Rapid Response Teams (RRT): In order to improveresponse to in-hospital patient emergencies, RapidResponse Teams have been constituted. To call anRRT, staff must declare a Code Orange. It was foundthat management of Code Blue situations hasbecome more efficient after the introduction of RRTs.This has resulted in averting many patients fromturning critical as treatment is instituted before the"point of no return".

Case Managers have been designated for allpatient care units including ICU's in order to enableseamless medical and non-medical care topatients. They are instrumental in ensuring patientsafety in their respective units.

Suits Meets Scrubs Program: All senior membersof the hospital's management team have beenallocated patient units. They make weekly roundsof these units, identify potential risk situations, andassess healthcare process.

AIDET: The program aims at building a one to onerapport between patients and care giving team. Itinvolves an Acknowledgement of his/ her situation,a personal Introduction, informing him/ her of theDuration of the procedure, Explaining theprocedure, and finally Thanking him/ her for trustingIndraprastha Apollo Hospitals.

Patient Safety Month: February was celebratedas the Patient Safety Month, to enhance awarenessof patient safety issues, amongst Hospital staff. Aweek each was devoted to spreading awarenessabout Infection Control, Medication Errors, Safetyof Vulnerable Patients, and Code Orange.

CORPORATE SOCIAL RESPONSIBILITY ANDCOMMUNITY SERVICE

The Hospital organized health camps, medicalorientation programmes and counseling onattending the needs of patients in various schools,residential areas and at US Embassy.

The above camps offered free services to thevisitors. More than 5000 people and 15000 studentsavailed the services which included free healthscreening , cardiac orthopedics and diabeticchecks etc.

The Hospital carried out a "Red Saree" campaignon World Heart Day in order to promote awarenessabout heart disease in Indian women.

The Hospital provided ambulance coverage forPresident Bush's visit, Delhi Marathon, BalYogeshwar and Disaster exercise at IGI Airport. TheHospital also provided Emergency Medical AidSupport to India International Trade Fair at PragatiMaidan, New Delhi.

AUDITORS / AUDITORS' REPORT

M/s. S. C. Vasudeva& Co., Chartered Accountants,Auditors of the Company shall hold office until theconclusion of the ensuing Annual General Meetingand are eligible for re-appointment.

8


The Company has received a letter from M/s. S. C.Vasudeva & Co., Chartered Accountants, to theeffect that their appointment, if made, would bewithin the prescribed limits under Section 224(1-6)of the Companies Act, 1956. The Board of Directorsrecommends the appointment of M/s. S. C.Vasudeva & Co., Chartered Accountants asAuditors of the Company.

DIRECTORS

Shri Anil Thadani had resigned from the Board ofDirectors of the Company, hence, Shri DeepakVaidya also ceased to be an alternate Director toShri Anil Thadani.

Shri S. P. Aggarwal had superannuated from theoffice of the Principal Secretary - Health & FamilyWelfare, Govt. of Delhi and ceased to be a Directorof the Company. Shri Rakesh Mehta - PrincipalSecretary - Health & Family Welfare, Govt. of Delhiwas appointed as a Director of the Company.Shri Rakesh Mehta had also ceased to be a Directorof the Company consequent upon his transfer fromthe office of Principal Secretary - Health & FamilyWelfare, Govt. of Delhi.

Ms. Anne Marie Moncure, Managing Director of theCompany had resigned from the Board of Directorsof the Company with effect from 26th April, 2006.

The Board had appointed Shri V. V. Bhat, PrincipalSecretary - Finance, Govt. of Delhi, Shri SatnamArora and Shri D. S. Negi, Principal Secretary -Health & Family Welfare, Govt. of Delhi, asAdditional Directors of the Company. Pursuant toSection 260 of the Companies Act, 1956, theseDirectors hold office of the Director only up to thedate of the Annual General Meeting of theCompany. The Company has received noticesunder Section 257 of the Companies Act, 1956proposing the above named persons as candidatesfor the office of Director liable to retire by rotation.Resolution seeking approval of the shareholdershave been incorporated in the notice of the AnnualGeneral Meeting.

In accordance with the provisions of the CompaniesAct, 1956 and the Articles of Association of theCompany, Dr. B. Venkataraman and Lt. Gen. VijayLall (Retd.) shall retire by rotation at the forthcomingAnnual General Meeting and being eligible, offerthemselves for re-election.

Your Directors also wish to place on record theirappreciation of the valuable services rendered byShri S. P. Aggarwal, Shri Rakesh Mehta, Shri AnilThadani, Shri Deepak Vaidya and Ms. Anne MarieMoncure during their tenure as a Director of theCompany.

FIXED DEPOSITS

During the year under review, the Company hasnot accepted any deposit under Section 58A of theCompanies Act, 1956 read with Companies(Acceptance of Deposits) Rules, 1975.

INSURANCE

All properties and insurable assets of the Company,including Building, Plant & Machinery and Stockshas been adequately insured, wherever necessary.

The Company also has a professional indemnityinsurance policy to cover the risk on account ofclaims filed against the Company in consumercourts.

INFECTION CONTROL AND HEALTH SAFETY

Indraprastha Apollo Hospitals continuously strivesto improve all business operations with regards toarea of infection control, health safety andenvironment. The Infection Control Team comprisingof the hospital leadership, infection controlconsultants, doctors, nurses, engineering,housekeeping etc. continues to be engaged insome hard-core surveillance activity, followed byanalysis and institution of measures including large-scale ongoing teaching program for all categoriesof staff in all aspects of Infection Control.

RESEARCH & DEVELOPMENT

The Company is running a multi super-specialtyHospital and is not engaged in any major research& development activity. However, the Hospitalcontinues to be a major centre for internationalclinical trials.

CONSERVATION OF ENERGY

The Company continues to assign top priority toconservation of energy in all areas of operation.Plant maintenance on a regular basis, review ofenergy generation and its consumption are amongthe measures adopted towards this end. Trainingprogrammes for creating awareness aboutconservation of energy and natural resources arealso being done on a regular basis for employees.


For reducing power and heat consumption, 2 Banksof 250 KVAR Capacitors have been added, whichhas resulted in increase of power factor from 0.94to 0.99. Air Compressors Pressure settings reducedfrom 10.5 to 7.0 Kg/cm2 which has reduced loadon the machine and increased efficiency of running.

The above measures have resulted in savings ofabout Rs.8 lakhs.

TECHNOLOGY ABSORPTION

The Company focuses on the latest trends in themedical science and continuously upgrades thetechnology to deliver quality healthcare ofinternational standards. As part of absorption oflatest technology the following equipment havebeen introduced in the Hospital:-

Toshiba Acquilon 64 row detector CT (64 SliceCT Scan)

The Toshiba Acquilon 64 row detector CT is a state-of-the-art technology. This highly fast and reliablediagnostic equipment is very useful for earlydiagnosis of coronary artery diseases through noninterventional CT angiograms. This fastest modalityof diagnosis is reliable for trauma examinations. Itsaccurate and confirmed diagnosis with reducedscan time helps the patient to walk away from thecenter immediately after the scan, thus eliminatinghospitalization. The scanning time being less than8 seconds even for a coronary angiogram the entireexamination time will be less than 10 minutes.Reduced scan time also reduces the X-ray dose tothe patient considerably. Improved scan speed timeand image quality make post By Pass and PTCAevaluation very easy and fast. The equipment isequipped with dental scan, angiography of any partof the body, Bronchoscopy scan, virtualcolonoscopy, calcium scoring, total cardiacevaluation, osteoporosis scan, entire traumastudies, etc. in less than 10 minutes.

Philips 3.0 TeslaMRI

Philips 3.0 Tesla MRI system enable the cliniciansto obtain improved quality and speed of scanning.It can be used for different applications like neurocardiac, orthopedic cartilage imaging, vascular,peripheral Angio for both 3D and 2D imaging. Rapidviews provide ultra-fast reconstruction - more than1200 images per second. Apart from the reductionin scan time, its friendly open system designs givesoptimal patient comfort and maximized throughout.Its turbo spectroscopic imaging can be used forResearch Application & Clinical Imaging.

10 __^^^____^^^^___ .̂.̂ ^^

FOREIGN EXCHANGE EARNINGS & OUTGO

(a) Activities relating to exports; initiativestaken to increase exports; development ofnew export markets for products andservices; and export plans;

The Company is engaged in the healthcarebusiness and is not carrying on any exportactivities. The Hospital has been empanelledwith eminent international insurance companiesand has appointed Health Care Facilitators invarious countries to attract internationalpatients.

(b) Total Foreign Exchange earnings and Outgo

During the year under review, foreign exchangeearnings and outgo are as under:-

Earnings : Rs. 4.04 crores

Outgo : Rs. 9.41 crores

INDUSTRIAL RELATIONS

The Industrial Relations scenario continued to becordial during the year under review.

However, the proceedings of the labour and othercourt cases, which took place after the strike by asection of employees in the Hospital in September,1998 continued during the year.

PARTICULARS OF EMPLOYEES

The Particulars of employees as per Section217 (2A) of the Companies Act, 1956, read withthe Companies (Particulars of Employees) Rules,1975, are annexed and form part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 217(2 A A) of theCompanies Act, 1956, your Directors state:

(i) that in the preparation of the annual accounts,the applicable accounting standards havebeen followed;

(ii) that appropriate accounting policies have beenselected and applied consistently and havemade judgments and estimates that arereasonable and prudent so as to give a trueand fair view of the state of affairs of theCompany as at 31st March, 2006 and of theprofit of the Company for the year ended31st March, 2006.


(iii) that proper and sufficient care has been takenfor the maintenance of adequate accountingrecords in accordance with the provisions ofthe Companies Act, 1956, for safeguarding theassets of the Company and for preventing anddetecting fraud and other irregularities;

(iv) that the annual accounts have been preparedon a going concern basis.

CORPORATE GOVERNANCE

A report on Corporate Governance along withAuditors' Certificate on its compliance is attachedto this report.

Management Discussion and Analysis Report formsa part of the Corporate Governance Report.

ACKNOWLEDGEMENT

The Directors wish to thank and deeplyacknowledge the cooperation, assistance andsupport extended by the financial institutions,banks, the Govt. of Delhi and the UnionGovernment.

The Directors also wish to place on record theirappreciation for the all-round support andcooperation received from the employees at alllevels and the Consultant Doctors.

For and on behalf of the Board

Place : New DelhiDate : 20th May, 2006

S. RegunathanChairman

ANNEXURE TO DIRECTOR'S REPORT

Information as per Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees)Rules, 1975 and forming part of the Director's Report for the year ended 31st March, 2006.

Name of theEmployee

Ms. AnneMarie Moncure*

Age(Yrs.)

50

Designation/Natureof Duties

Managing Director

Qualification& Experience

MBA, CHE(25 Years)

Date ofEmployment

16.08.2004

Remuneration Last EmploymentReceived (Rs.) held

6,807,608 Chief Financial Officer& AdministrativeDirectorThe Alpha Center,Carnden, SouthCarolina (USA)

* Employed throughout the financial year and was not related to any other Director of the Company.

Notes: 1. Remuneration includes salary, allowances and taxable value of perquisites.2. The appointment of the Managing Director is contractual.

11


MANAGEMENT DISCUSSION ANDANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

India's healthcare sector has emerged as thelargest service undertaking. India spendsRs. 103,000 crore-5.2 percent of GDP on healthcare.It is projected that by 2012 the sector wouldcontribute 8% of the GDP and employ 9 millionpeople. India has also emerged as a globalhealthcare hub because of its state of the arttechnology and delivery of quality healthcare, whichis at par with the rest of the world and costeffectiveness.

The private healthcare sector has grown in Indiasince late eighties and complements the publichealthcare system. The gamut has expanded fromnursing homes and diagnostic centers to superspecialty hospitals. It is estimated that nearly 80%of all health services are provided by privateplayers. Spending by the private sector has grownexponentially. Investments from the corporatesector is steadily growing since the mid-nineties.In the last few years, a number of new players haveentered the healthcare scenario, setting upspecialty and super-specialty centers. The sectorhas also innovated with healthcare delivery, suchas with telemedicine, that delivers specializedadvice to patients in remote locations usinginformation communication technology.

The challenge now is to ensure the provision ofequitable and universal healthcare. This is thestated objective of the National Health Policypromulgated in 2002, which aims at providingacceptable standards of affordable healthcare tothe general population using 'inclusiveness' as themain approach. It seeks to achieve this byupgrading the existing infrastructure in deficientareas and improving access to the public healthsystem.

Health insurance is one way to make healthcareaffordable to most people. Only about 1% of thepopulation is covered by private health insurance.While there are more products available now, a lotmore needs to be done.

Rising literacy in India is improving healthawareness, especially about lifestyle-relateddiseases. Rising incomes and growing literacy arelikely to drive higher per capita expenditure onhealthcare. The shift in disease profiles frominfectious to life style related diseases are expectedto raise expenditure per treatment.

India's unmet demand for healthcare facilities,rapidly changing demographics, increasing privatespending on healthcare, and a readily availableintellectual pool are fuelling the growth of thehealthcare industry. Limited government investmentprovides significant opportunities for privatehealthcare service providers, as large investmentsare required to scale up the country's healthcareinfrastructure.

OPPORTUNITIES

The CII-McKinsey Report of 2004 has estimatedthe private sector in India to be worth Rs. 69,000crore and expects it to double to Rs. 156,000 croreby 2012, besides an additional Rs. 39,000 crores,if health insurance picks up. The study alsoestimates that the proportion of IP care will go upto 47% largely due to lifestyle diseases, namelycancer and cardiovascular diseases. This growthis likely to require an additional 750,000 beds,520,000 doctors and an overall investment of Rs100,000-150,000 crore, of which 80% has beenprojected as the share of the private sector. Thecardiac care market is expected to grow at a CAGRof 13% and is expected to reach US$ 4 billion by2012.

An increasing number of foreigners visit India todayfor complex medical treatment especially, the highend surgical procedures like By-pass surgery, JointReplacement etc. The phenomena is labeled todayas 'Medical Value Travel'. The Global Health marketis estimated at $ 3 trillion. India is just beginning toscratch the surface and the potential to attractpatients from abroad is enormous.

Indraprastha Apollo Hospitals has the distinctionof having more than 50 super specialties with thestate-of-the-art equipments and largest number ofICU beds, which provide an end-to-end servicesthrough single window to patients to a multi-disciplinary team of specialists.

The Hospital has become the first Hospital in Indiaaccredited by the Joint Commission International,USA (JCI). Commissioning of a 64 slice CT anda 3 T MRI at Indraprastha Apollo Hospitals haverevolutionized cross sectional imaging.

Increasing demand for quality healthcare ataffordable prices and the growth of medical tourismare expected to provide tremendous opportunitiesfor continuing growth.

SourceiCII- India Health Summit

12


THREATS

Competition

Although, India faces a significant supply gap interms of healthcare facilities, the healthcare industryremains competitive. With the entry of newCorporate Hospitals, competition to grab marketshare has intensified. Undercutting by new playersrestricts pricing decisions and a serviceinappropriately priced can lead to erosion in margin.

The Hospital has a large talent pool of doctors,paramedics and non-medical healthcare staff. Thenew players in their effort to establish business offerhuge compensation to experienced staff. Highattrition and talent retention in the short run has thepotential to push staff costs higher.

Investment in high-end technology, scope andbreadth of services offered by the Hospital andacademic programs will help in retainingcompetitive edge.

SEGMENT-WISE PERFORMANCE

The Company is engaged in healthcare business,which in the context of Accounting Standard 17issued by the Institute of Chartered Accountants ofIndia, is considered the only business segment.

OUTLOOK

The future of healthcare sector looks bright andpromising. Indraprastha Apollo Hospitals is verywell placed to tap the growing potential of thehealthcare sector. It offers quality healthcare athighly competitive rates with success rates at parwith international standards. It has the relevant skillsets with adequate human resources to becomethe preferred institution in the country as well as inthe emerging countries across the globe.

RISK AND CONCERNS

The Company recognizes risk as an inherent aspectof the business and inevitable to a certain degree.The Company believes in managing risk with a welldefined strategy. Identification, evaluation andmitigation of risk would help in sustaining profitablegrowth in the coming years.

Business Risk

The Company is engaged in the business ofhealthcare. The huge potential of healthcare sectorhas encouraged entry of many private corporateplayers. Risk to business posed by the competitionis being addressed with strategic initiatives. Webelieve our strong brand, focus on quality andcontinuous effort to improve services will give usan edge in the healthcare industry and retain theposition of leadership.

Credit Risk

The Company perceives the risk of substantialoutstanding from any single customer. However, inthe perception of the management, substantialoutstanding are only from Governmentorganizations like CGHS, ECHS etc., and the riskof non recovery is remote.

Others

As per the terms of lease deed with the Govt. ofDelhi, the Hospital has been providing freetreatment, exclusive of medicines and medicalconsumables, to patients recommended by theGovt. of Delhi. A PIL regarding free treatmentin the Hospital is pending in the High Court ofDelhi. The main issue raised in the PIL is thatthe Hospital should provide free medicines andmedical consumables to patients recommendedby the Govt. of Delhi for free treatment in theHospital.

INTERNAL CONTROL SYSTEMS AND THEIRADEQUACY

The Company has adequate internal controls toensure that assets are safeguarded and protectedagainst loss from unauthorized use or dispositionand the transactions are authorized, recorded andreported correctly.

The internal audit department together with anindependent firm of Chartered Accountants reviewsthe effectiveness of the systems and procedures.The internal auditors evaluate the adequacy of theinternal control systems by analyzing and testingcontrols and makes recommendations tomanagement to improve controls wherevernecessary.

13


The Audit Committee of the Board of Directorsperiodically review the internal audit report andadequacy of internal controls.

FINANCIAL PERFORMANCE / OPERATIONALPERFORMANCE

The total income of the Company stood atRs. 224.84 crores against Rs. 194.64 crores in theprevious year-up 16%. During the year, the numberof admissions increased from 29185 to 30469 andthe average bed occupancy increased from 399 to410. The profit before tax stood at Rs. 22.22 Crorescompared to Rs. 23.55 Crores in the previous year.The profit after tax stood at Rs.16.66 Crorescompared to Rs. 16.32 Crores in the previous year.

Going forward, the main focus is on consolidationof the position in the healthcare industry andincreased emphasis on key growth areas andhigher margin services. The business strategy isto improve revenue per bed, reduce average lengthof stay thorough increased focus on day surgeries.With advancement in medical technology such asimproved anesthesia and minimum invasivesurgeries, it is possible to treat an increased numberof medical conditions on a day surgery basis orwith shorter stay in the hospital. The Company willaim to achieve an average length of stay of 4 daysin the next five years.

The Hospital is also equipped with state of artequipment in Cardiology, Radiology, Oncology andOrthopedics to deliver high end acute care.

The occupancy of a hospital is a function ofconversions of outpatients to inpatients. Marketingof Health Awareness programs and Health Cheqsis expected to drive more volumes into theOutpatient department and in turn improve bedoccupancy in the Hospital. The referral doctornetwork is also being strengthened to improvedirect admissions.

HUMAN RESOURCE DEVELOPMENT

Human Resource Development is paramount in ahospital with a large number of employees. Themanagement continues to lay emphasis onidentifying and developing talent in the organizationwith a view to retain them and imparting furthertraining to those capable of handling additionalresponsibilities. It trains employees cross-functionally, enabling them to serve the Hospital ina more complete manner and facilitates transitionto a learning organization. This works to increaseemployee satisfaction within the organization, byproviding employees with fresh challenges and aclear career ascension path. The management isconscious of the fact that front line employees aremost aware of the challenges and opportunities thatconfront the organization. Developing people andharnessing their ideas are high priorities for theorganization.

The total number of employees in the Company ason 31st March, 2006, was 2333. Besides this, thereare 279 Consultant Doctors who work in the Hospitalon 'fee for service' basis. The Company hasengaged Contractors for various support servicesin the Hospital and they have deployed 668workers.

CAUTIONARY STATEMENT

Statements in this Management Discussion andAnalysis describing the company's objectives,projections, estimates and expectations mayconstitute "forward looking statements" within themeaning of applicable laws and regulations. Actualresults might differ materially from those eitherexpressed or implied.


Several other strategic initiatives combined withcost control measures is expected to improvemargins significantly.

Place : New DelhiDate : 20th May, 2006


14


REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATEGOVERNANCE

The Company's Philosophy on CorporateGovernance is to practice transparency inoperations and maintain a professional approachand accountability in dealing with its stakeholders.The Company is committed to deliver health carefacilities comparable with international standardsat affordable cost to a wide cross section of thesociety and to optimize shareholders value.

2. BOARD OF DIRECTORS

a) Composition

As on 31st March, 2006, the Board of Directors had11 members comprising of Managing Director andten Non-Executive Directors including fourIndependent Directors. The Chairman of the Boardis Non-Executive.

The Chairman, Vice-Chairman and ManagingDirector are not liable to retire by rotation. All otherDirectors are liable to retire by rotation.

b) Category of Directors and Attendance of each Director at the Board Meetings and at the lastAnnual General Meeting

The attendance of each of the Directors at the Board Meetings held during the financial year ended 31st March, 2006 and at the lastAnnual General Meeting held on 31st August, 2005, is as under:-

Director Category Number ofBoard Meetings

attended

Attendanceat the Last

AGM

Shri S.Regunathan(Chairman)

Dr. Prathap C Reddy(Vice-Chairman)

Ms. Anne Marie Moncure(Managing Director)

Dr. B.Venkataraman

Lt. Gen. Vijay Lall (Retd.)

Shri Atmaram Jatia (1)

(Alternate Ms. Suneeta Reddy)

Ms. Suneeta Reddy m

Shri Banwarilal Jatia <3)

Shri Prem Pandhi (4>

Ms. Renu S. Karnad (5>

Shri V. R. Reddy <6>

Shri Anil Thadani (7)

(Alternate Sh. Deepak Vaidya)

Shri Deepak Vaidya (8)

Shri S.P.Aggarwal (9)

Shri V. V. Bhat <10>

Shri Rakesh Mehta (11>Shri Satnam Arora (1Z>

Non-Executive 4

Non-Executive 4

Executive 5

Non-Executive - Independent 5


Non-Executive Nil

Non-Executive 5



Non-Executive 1


Non-Executive Nil

Non-Executive 1

Non-Executive 2

Non-Executive 2

Non-Executive 1Non-Executive - Independent 1

No

Yes

Yes

Yes

Yes

N.A.

Yes

N.A.

N.A.

No

No

N.A.

N.A.

Yes

N.A.

N.A.N.A.

(1) Ceased to be a Director w.e.f. 04.07.2005.(2) Ceased to be an alternate Director to Shri Atmaram Jatia on 04.07.2005. The Board appointed her as an Additional Director on

27.07.2005 and thereafter appointed by the shareholders as a Director at the last Annual General Meeting held on 31.08.2005.(3) Ceased to be a Director w.e.f. 07.07.2005.(4) Ceased to be a Director w.e.f. 13.07.2005.(5) Appointed by the Board as an Additional Director on 27.07.2005 and thereafter appointed by the shareholders as a Director at

the last Annual General Meeting held on 31.08.2005.(6) Appointed by the Board as an Additional Director on 27.07.2005 and thereafter appointed by the shareholders as a Director at

the last Annual General Meeting held on 31.08.2005.(7) Ceased to be a Director w.e.f. 04.08.2005.(8) Ceased to be an alternate Director to Shri Anil Thadani on 04.08.2005.(9) Ceased to be a Director w.e.f. 19.11.2005.(10) Appointed by the Board as an Additional Director on 19.11.2005.(11) Appointed by the Board as an Additional Director on 25.01.2006.(12) Appointed by the Board as an Additional Director on 25.01.2006.

^^__^^__^^_^____^__^^__^__-̂ ^_^^^_.̂ ^___^_^ -̂̂ -̂.̂ -̂-. 15


(c) Number of Other Boards or Board Committees in which the Director is a Member/ChairpersonName of Director Number of outside Directorships

held (excluding alternatedirectorship and directorship

in private and foreignCompanies) as on 31.3.2006

Total number ofCommittee positionheld (excluding in

private Companies)as on 31.3.2006

Shri S.Regunathan (Chairman)

Dr. Prathap C Reddy (Vice-Chairman)

Ms. Anne Marie Moncure (Managing Director)

Shri Rakesh Mehta

Shri V.V.Bhat

Lt. Gen. Vijay Lall (Retd.)

Dr. B.Venkataraman

Ms. Suneeta Reddy

Ms. Renu S. Karnad

Shri V.R. Reddy

Shri Satnam Arora

1

10

Nil

Nil

9

Nil

2

11

11

Nil

3

Chairman

Nil

1

Nil

Nil

Nil

Nil

Nil

Nil

2

Nil

Nil

Member

Nil

Nil

Nil

Nil

Nil

Nil

1

2

1

Nil

1

None of the Directors on the Board hold the office of Director in more than 15of Committees of the Board in more than 10 Committees and Chairmanshipacross all Companies.

Companies, or membershipof more than 5 Committees

(d) Number of Board Meetings held and thedates of the Board Meeting

Five (5) Board meetings were held during thefinancial year ended 31st March, 2006. The datesof the meetings are as follows : 20th May, 2005,27th July, 2005, 31st August, 2005, 19th November,2005, and 25th January, 2006 The maximum timegap between two consecutive Board meetings wasnot more than four calendar months.

3. AUDIT COMMITTEE

(a) Terms of Reference

The term of reference of the Audit Committee coversthe areas mentioned under Clause 49 of the ListingAgreement and Section 292A of the Companies,Act, 1956, besides other terms as may be referredby the Board of Directors.

(b) Composition, Name of Members andChairman

As on 31st March, 2006, the Audit Committeeconsistes of 3 Non-Executive Directors viz.Dr. B Venkataraman, Lt. Gen.Vijay Lall (Retd.) andMs. Suneeta Reddy.

Majority of the members of the Audit Committeeare independent directors. Dr. B. Venkataraman isthe Chairman of the Audit Committee.

Sh. A.K.Singhal, Senior General Manager cumCompany Secretary is the Secretary to the AuditCommittee.

(c ) Meetings and attendance during the year

The Audit Committee met 5 times during the year.The name of Members, Chairman and theirattendance at the Audit Committee Meetings areas under:

Members

Dr. B. Venkataraman(Chairman)

Lt. Geh Vijay Lall

(Retd.)

Ms. Suneeta Reddy

Sh. Prem Pandhi

Sh. S.P. Aggarwal

Category

Non-ExecutiveIndependent

Non-Executive

Independent

Non-Executive

Non-Executive

Independent

Non-Executive

MeetingHeld"

5

5

4

2

3

MeetingAttended

5

5

2

2

2

* * During the period when the Director was a member of the Committee.

The Chairman of the Audit Committee was presentat the last Annual General Meeting.

16


4. REMUNERATION COMMITTEE


The terms of reference of the RemunerationCommittee is to determine the Company's policyon specific remuneration packages for executivedirectors and other senior executives of theCompany including pension rights, anycompensation payment and such other relevantmatters as may be referred by the Board from timeto time.

(b) Composition, Name of Members andChairman

As on 31st March, 2006, the RemunerationCommittee consists of 4 Non-Executive directorsviz. Dr. B Venkataraman, Shri V.V. Bhat., Ms. SuneetaReddy and Ms. Renu S. Karnad.Dr. B Venkataraman is the Chairman of theRemuneration Committee.

(c) Attendance during the year

No meeting of the Remuneration Committee hadtaken place during the year ended 31st March, 2006.

j<The Chairman of the Remuneration Committee waspresent at the last Annual General Meeting.

(d) Remuneration Policy

The remuneration policy is to remain competitive inthe industry and to attract and retain talent andappropriately reward employees on theircontribution.

(e) Details of Directors Remuneration

The details of Remuneration paid to Directors forthe year ended 31st March, 2006 are as under-

i) The Non-Executive Directors are paid by wayof sitting fee for attending each meeting of theBoard of Directors or Committees thereof. Thedetails of Remuneration paid to Non-ExecutiveDirectors are as under:-

Name of the Director

Shri S RegunathanDr. Prathap C ReddyShri S P AggarwalLt. Gen. Vijay LallShri Prem PandhiShri Deepak VaidyaDr. B VenkataramanMs. Suneeta ReddyShri B L JatiaShri V R ReddyMs. Renu S KarnadShri V V BhatShri Rakesh MehtaShri Satnam Arora

Sitting Fee (Rs.)

60,00075,00060,000

1,95,00045,00015,000

1,95,0001,05,000

15,00030,00030,00030,00030,00045,000

Apart from receiving director's remuneration bywayof sitting fee for attending each meeting of the Boardor Committee thereof, none of the Non-ExecutiveDirectors has any pecuniary relationship ortransactions with the Company during the yearended 31st March, 2006.

(ii) The details of Remuneration paid to ExecutiveDirector are as under:-

Name of the Salary Other Perquisites TotalDirector Allowances (Rs.)

Ms. Anne Marie 42,33,600 15,12,000 10,62,008 68,07,608Moncure(Managing Director)

5. SHAREHOLDERS/INVESTORS'GRIEVANCE COMMITTEE


The terms of reference of the Shareholders /Investors' Grievance Committee is to look in to theredressal of shareholders and investors complaintslike transfer of shares, non-receipt of balance sheet,non-receipt of declared dividends etc.

(b) Composition, name of members andChairman

As on 31st March, 2006, the RemunerationCommittee consists of 3 Non-Executive directorsviz. Lt. Gen. Vijay Lall (Retd.), Dr. B Venkataramanand Shri Satnam Arora. Lt. Gen. Vijay Lall (Retd.)is the Chairman of the Shareholders / InvestorsGrievance Committee.

Shri A.K. Singhal, Senior General Manager cumCompany Secretary, is the Compliance officer ofthe Company.

(c) Attendance during the year

The Shareholders / Investors Grievance Committeemet twice during the year. The name of Members,Chairman and their attendance at the Shareholders/ Investors Grievance Committee meetings are asunder:

Members Category Meeting MeetingHeld* Attended

Lt. Gen. Vijay Lall(Retd.) (Chairman)

Dr. B. Venkataraman

Sh. Satnam Arora

Non-Executive -Independent



2

2

1

2

2

1

"During the period when the Director was a member of the Committee.

17


The Chairman of the Shareholders/InvestorsGrievance Committee was present at the lastAnnual General Meeting.

(d) Details of Complaints

The Company has received 156 complaints duringthe year and 2 complaints were pending at thebeginning of the year. Out of which, 155 complaintshave been resolved and 3 complaints are pendingas on 31st March, 2006.

6. GENERAL BODY MEETINGS

The last three Annual General Meetings wereheld as under:

Financial Year Location Date Time

2004-2005

2003-2004

FICCI, GoldenJubilee AuditoriumFederation House,Tansen Marg,

31st August,200531st August,2004

10.00 A.M

11.00 A.M

2002-2003 New Delhi - 110 001 2nd September, 11.00 A.M2003

Note:-

1) Special Resolution was passed at all three AGM mentionedabove for the appointment of Auditors, being more than25% of the share capital of the Company is held by theGovt. of Delhi.

2) Special Resolution was passed at AGM on 2nd September,2003, in pursuance of Section 163 of the Companies Act,1956 for maintaining the Register and Index of the Membersand copies of Annual Return at the premises of Company'sRegistrar and Transfer Agents.

3) Special Resolution was passed at AGM on 31s1 August,2004, for voluntary delisting of shares of the Company fromthe Delhi Stock Exchange Association Ltd. (DSE).

4) Special Resolution was passed at AGM on 31S| August,2004, in pursuance of Section 269 of the Companies Act,1956 for the appointment of Sh. V.J.Chacko as "Manager"of the Company.

5) Special Resolution was passed at AGM on 31st August,2004, in pursuance of Section 198, 269 & 309 of theCompanies Act, 1956 for the appointment of andremuneration to Ms. Anne Marie Moncure as "ManagingDirector" of the Company.

6) Special Resolution was passed at AGM on 31st August,2005, for payment of all fees / compensation to the Non-Executive Directors including Independent Directors, inpursuance of the requirement of the amended Clause 49of the Listing Agreement with the Stock Exchanges onCorporate Governance.

7) No Resolution was required to be put through postal ballotlast year.

8) No special resolution is proposed to be conducted throughpostal ballot.

7. DISCLOSURES

1) During the financial year ended 31st March, 2006, the following were the related party transactionsof material nature:-

Name Relationship

Apollo Hospitals AssociateEnterprises Limited

Nature ofTransactions

Pharmacy-ConsumablesLicence FeesCommission Pharmacy SalesReimbursement of Expenses

Value ofTransactions

Rs. in Lakhs

802.4667.07177.6775.65

Due fromas on 31stMarch, 2006

Rs. in Lakhs

-

Due toas on 31stMarch, 2006

Rs. in Lakhs

483.62

Ms. Anne Marie Key Management Remuneration toMoncure Personnel Managing Director

68.08

2) There were no instances of non-compliance by the Company, penalties, strictures imposed on theCompany by the Stock Exchange or SEBI or any Statutory authority on any matter related to capitalmarkets during the last three years.

3) The Company has not adopted a Whistle Blower Policy.

4) The Company has complied with all the Mandatory requirements of the Clause 49 of the ListingAgreement with Stock Exchanges on Corporate Governance. As regards the Non-mandatoryrequirements the extent of compliance has been stated in this report against each item.

18


8. MEANS OF COMMUNICATION(i) Quarterly Results

(ii) Newspapers wherein results normally published

(iii) Any website, where displayed(iv) Whether it also displays official news releases(v) The presentations made to institutional investors

or to the analysts

Published in the newspapers in terms of Clause49 of the Listing Agreement.Financial Express - All edition & Navbharat Times(Hindi) - Delhi editionYes - www.apollohospdelhi.comYesNo

9. GENERAL SHAREHOLDER INFORMATION

a. Annual General MeetingDate, Time and Venue

b. Financial Calendar

c. Book Closure Date

d. Dividend Payment Datee. Listing on Stock Exchanges

f. Stock Code/Symbol

Demat ISIN in NSDL & CDSL

g. Market Price Data

11th August, 2006 at 10.15A.M.FICCI, Golden Jubilee Auditorium,Federation House, Tansen Marg,New Delhi- 110001.

1st Qtr. - 1st April to 30th June2nd Qtr. - 1st July to 30th September3rd Qtr. - 1s' October to 31st December4th Qtr. - 1st January to 31st March

1st August, 2006 to 11th August, 2006. (both days inclusive).

On or after 16th August, 2006.

1) The Bombay Stock Exchange Limited (BSE) &2) The National Stock Exchange of India Ltd. (NSE)

The annual listing fee for the year 2006-07 has been paid.

BSE - 532150NSE - INDRAMEDCOINE681B01017

Monthly High & Low during each month of the financial year2005-06 at National Stock Exchange (NSE) is under:-

Month

April - 2005May - 2005June - 2005July - 2005August - 2005September - 2005October - 2005November - 2005December - 2005January - 2006February - 2006March - 2006

National

Highest(Rs.)

35.9544.9547.4054.9051.9054.6550.2545.4042.7547.3042.6040.30

Stock ExchangeLowest

(Rs.)

29.1028.3540.0040.00 142.00 243.00 238.1039.0036.1540.3538.0033.55

Volume(Nos.)

17,02,65380,38,82381 ,37,220,51,79,265,63,54,538,70,81,52648,79,63630,02,54636,67,27595,63,90421,13,66931 ,45,279

NSE IndexHighest

1819.501843.351919.552044.702149.352302.302333.102362.852468.602604.152675.402923.15

(S&P CNX 500)

Lowest

1684.151681.601820.101895.402012.352134.452016.002066,252299.252438.452543.552652.45

h. Registrar and Transfer Agents M/s. Intime Spectrum Registry Ltd. continue to be the Registrar &Transfer Agents of the Company and their address is as under-

M/s. Intime Spectrum Registry Ltd.A-31, 3rd Floor, Near PVR Cinema,Naraina Ind. Area, Phase I,New Delhi- 1100028.

i. Share Transfer System

The Company's shares are traded in the Stock Exchanges compulsorily in demat mode. Physical Shares which arelodged with the Registrar and Transfer Agents / or with the Company for transfer are processed and returned to theshareholders duly transferred within the time limit stipulated under the Listing Agreement subject to the documentsbeing in order.

19


Distribution of shareholding as on March 31, 2006.

Shareholding ofnominal value ofRs. Rs.

Upto 2,5002,501 - 5,0005,001 - 10,00010,001 - 20,00020,001 - 30,00030,001 - 40,00040,001 - 50,00050,001 - 1,00,0001 ,00,001 & aboveTotal

Shareholders

Number

22101954445891999684357357416422

40469

% to total

54.60923.58311.3394.9421.6910.8830.8831.0281.043

100.000

Share Amount

Rs.

3,09,60,5104,12,60,5804,10,96,0403,23,51 ,2901 ,80,43,3001,32,14,9701 ,73,53,4503,19,73,030

69,04,76,83091,67,30,000

% to total

3.3754.4994.4813.5291.9681.4421.8933.488

75.324

100.000

Shareholding Category as on 31st March, 2006

Category

Promoters

Mutual Funds & UTI

Banks, Fl's, Insurance Companies

(Central/State Govt. Institutions/

Non-Govt. Institutions)

Foreign Institutional Investors

Private Corporate Bodies

Indian Public ,

NRI's/OCB's

Grand Total

No. of Shares held

4546206875407

19030831434401

14700032

26533498

1564511

91673000

% to total

49.592

0.082

2.076

1.565

16.035

28.9431.707

100.000

Shares held by Non-Executive Directors

The number of shares held by Non-Executive Directors as on 31st March, 2006, is as under:-

Name of the Non-Executive Director

Dr. Prathap C ReddyDr. B Venkataraman

Ms. Suneeta Reddy

k. Dematerialisation of Shares

Number of shares held

2,36,187

15,800

1,38,293

About 66% of the Company's paid-up equity share capital has been dematerialised upto31st March, 2006.The details of demat of shares as on 31st March, 2006 are as under:-

NSDL

CDSL

No. of Shareholders

25915

5821

No. of Shares

55811056

4423575

% of Capital

60.88

4.83

Requests for dematerialisation of shares are processed and confirmation is given to the respectivedepositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services IndiaLimited (CDSL) within 15 days.

Shares of the Company are regularly traded at NSE & BSE.

20


m.

Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likelyimpact on equity

The Company has not issued any GDRs/ADRs/Warrants or any other convertible instruments.Hospital Location Indraprastha Apollo Hospitals,

n. Address for Correspondence

Sarita Vihar, Delhi-Mathura Road,New Delhi- 110076.

Postal Address:-M/s. Indraprastha Medical Corporation LimitedSarita Vihar, Delhi-Mathura Road,New Delhi - 110076E-mail Address:- for Investors:[email protected]

NON-MANDATORY REQUIREMENTS

1. (a) Whether Chairman of the Board is entitledto maintain a Chairman's office at theCompany's expense and also allowedreimbursement of expenses incurred inperformance of his duties.

(b) Independent Directors may have a time notexceeding in the aggregate a period of nineyears on the Board of the Company

2. Remuneration Committee

3. Shareholder rights - the half yearly declarationof financial performance including summary ofthe significant events in last six months shouldbe sent to each household of shareholders

4. Audit Qualifications

5. Training of Board Member

6. Mechanism for evaluating non-executive Boardmembers

7. Whistle Blower Policy

No office for the Chairman is maintained at theCompany's expense. There was no reimbursementof expenses to the Chairman.

As on date, there is no Independent Director havinga term of office exceeding nine years on the Boardof the Company except Dr. B. Venkataraman whowas appointed on the Board of the Company on22-9-1995 and has completed the term of 10 years.

Please refer to Sr. No. 4 of this report

As the Company's half yearly results are publishedin English newspaper having a circulation all overIndia and in a Hindi newspaper having a circulationin Delhi region, the same are not sent to theshareholders of the Company.

There are no audit qualifications in the Auditorsreport.

At present, the Company does not have such atraining programme for the Board members.

At present, the Company does not have such amechanism as contemplated for evaluating theperformance of non-executive Board members.

At present, the Company does not have a WhistleBlower Policy.

Place: New DelhiDate : 20th May, 2006



21


C E R T I F I C A T E

ToThe Members of Indraprastha Medical Corporation Ltd.

We have examined the compliance of conditions of corporate governance by M/s IndraprasthaMedical Corporation Ltd., for the year ended on 31.03.2006, as stipulated in clause 49 of theListing Agreement of the said company with stock exchange(s).

The compliance of conditions of corporate governance is the responsibility of the management.Our examination was limited to procedures and implementation thereof, adopted by the companyfor ensuring the compliance of the conditions of the Corporate Governance. It is neither an auditnor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us, wecertify that the company has complied with the conditions of Corporate Governance as stipulatedin the abovementioned Listing Agreement.

We state that 3 (Three) investor complaints are pending exceeding one month against the companyas per the records maintained by the company as on 31st March 2006.

We further state that such compliance is neither an assurance as to the future viability of thecompany nor the efficiency or effectiveness with which the management has conducted the affairsof the company.

For S.C. Vasudeva & Co.,

Chartered Accountants

Place : New Delhi Sanjay Vasudeva

Date : 20. 5. 2006 Partner

M.No. 90989

Declaration under Clause 49-1 (D) of the Listing Agreement

ToThe Members of Indraprastha Medical Corporation Ltd.

I hereby declare that all the Board members and Senior Management personnel of the Companyhave affirmed compliance with the provisions of the CODE OF CONDUCT during the financialyear ended 31st March 2006.

Name : Ms. Anne Marie Moncure

Designation : Managing Director

Date : 21st April 2006

22 i=======̂ ===========ii======i==i====̂ ^


AUDITORS' REPORT

To the Members of

Indraprastha Medical Corporation Limited.

We have audited the attached Balance Sheet ofIndraprastha Medical Corporation Limited, as at31st March, 2006 and also the Profit and Loss Account forthe year ended on that date annexed thereto and theCash Flow Statement for the year ended on that date.These financial statements are the responsibility of theCompany's Management. Our responsibility is to expressan opinion on these financial statements based on our

audit.

We conducted our audit in accordance with auditingstandards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtainreasonable assurance about whether the financialstatements are free of material misstatement. An auditincludesexamination.onatest basis, evidence supportingthe amounts and disclosures in the financial statements.An audit also includes assessing the accounting principlesused and significant estimates made by the management,as well as evaluatipg the overall financial statementpresentation. We believe that our audit provides a

reasonable basis for our opinion.

As required by the Companies (Auditor's Report) Order,2003 as amended by the Companies (Auditor's Report)(Amendment) Order, 2004 issued by the CentralGovernment of India in terms of sub-section (4A) ofSection 227 of the Companies Act, 1956, we enclose inthe annexure a statement on the matters specified in

paragraph 4 & 5 of the said order.

Further to our comments in the annexure referred to

above, we report that: -

a) We have obtained all the information andexplanations, which to the best of our knowledge andbelief were necessary for the purpose of our audit;

b) In our opinion, proper books of account, as requiredby law have been kept by the company so far, asappears from our examination of the books;

c) In our opinion, the Balance Sheet, Profit and LossAccount and Cash Flow Statement are in agreementwith the books of account;

d) The Balance Sheet, Profit and Loss Account andCash Flow Statement comply with the accountingstandards referred to in sub section (3C) of Section211 of the Companies Act, 1956;

e) On the basis of the written representations receivedfrom the directors/companies in which they aredirectors as on 31st March 2006, and taken on recordby the Board of Directors, we report that none of thedirectors is disqualified as on 31st March, 2006 frombeing appointed as a director in terms of clause (g)of sub-section (1) of Section 274 of the CompaniesAct, 1956;

f) The provisions of Section 441 A of the CompaniesAct, 1956 regarding the levy and collection of cesson turnover or gross receipts of the companies, havenot yet been notified by the Central Government.Accordingly, we do not express our opinion on thecompliance of the said Section in terms of clause (g)of sub-section (3) of section 227.

g) In our opinion and to the best of our information andaccording to explanations given to us, the saidaccounts read with the notes thereon give theinformation required by the Companies Act, 1956, inthe manner so required and give a true and fair viewin conformity with the accounting principles generally

accepted in India.

i) In the case of the Balance Sheet, of the state ofaffairs of the company as at 31st March, 2006;

ii.) In the case of the Profit and Loss Account, ofthe profit for the year ended on that date; and

iii.) In the case of Cash Flow Statement, of the cash

flows for the year ended on that date

For S.C.Vasudeva & Co.Chartered Accountants

Place: New DelhiDated: 20.05.2006

Sanjay VasudevaPartnerM.No. 90989

ANNEXURE TO THE AUDITORS' REPORT

Annexure referred in paragraph 3 of our report to themembers of Indraprastha Medical Corporation Limitedon accounts for the financial year ended 31st March,

2006.

(i) (a) According to the information andexplanations given to us and on the basis ofthe books and records examined by us inthe normal course of audit and to the best ofour knowledge and belief, we state that thecompany has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets.

23


(b) According to the information andexplanations given to us, the fixed assetshave been physically verified by themanagement during the year and we areinformed that no discrepancies were noticedon such physical verification. In our opinion,the frequency of physical verification of fixedassets is reasonable having regard to thesize of the company and the nature of itsbusiness.

(c) According to the information and explanationsgiven to us, the company has not disposedoff substantial part of its fixed assets duringthe year.

(a) According to the information andexplanations given to us, the physicalverification of inventory has been conductedat reasonable intervals during the year bythe management. In our opinion thefrequency of verification is reasonable.

(b) Inour opinion and according to the informationand explanations given to us, the proceduresof physicaj verification of inventory followedby the management as evidenced by writtenprocedures and instructions are reasonableand adequate in relation to the size of thecompany and the nature of its business.

(c) In our opinion and according to the informationand explanations given to us, the companyhas maintained proper records of itsinventories. Further according to theinformation and explanations given to us nomaterial discrepancies were noticed onphysical verification of inventory as comparedto the book records. The balance of inventoryestablished on physical verification as at theyear end have been incorporated in thebooks of account. Consequently, theshortages/excess, if any have been adjustedin the consumption of stores and spares.

(a) According to the information andexplanations given to us, the Company hasnot granted any loans, secured or unsecuredto any companies, firms or parties coveredin the register maintained under Section 301of the Companies Act, 1956.

(b) As the Company has not granted any loans,secured or unsecured to companies, firms orother parties covered in the registermaintained under section 301 of theCompanies Act, 1956, the provisions of

Paragraph 4 (iii) (b), (iii) (c) and (iii) (d) of theOrder are not applicable to the company.

(c) According to the information and explanationsgiven to us, the Company has not taken anyloans, secured or unsecured from anycompanies, firms or parties covered in theregister maintained under Section 301 of theCompanies Act, 1956.

(d) As the Company has not taken any loans,secured or unsecured from companies, firmsor other parties covered in the registermaintained under section 301 of theCompanies Act, 1956, the provisions ofParagraph 4 (iii) (f) and (iii) (g) of the Orderare not applicable to the company.

(iv) In our opinion and according to the information andexplanations given to us, there is an adequateinternal control system commensurate with the sizeof the company and the nature of its business forpurchase of inventory and fixed assets and for thesale of goods and services. During the course ofour audit, we have not observed any continuingfailure to correct major weaknesses in internalcontrol system.

(v) (a) According to the information andexplanations given to us, we are of theopinion that the contracts or arrangementsreferred to in section 301 of the CompaniesAct, 1956, have been entered in the registerrequired to be maintained under that section.

(b) In our opinion and according to the informationand explanations given to us, each of thetransactions made in pursuance of thecontracts or arrangements entered in theregister maintained under section 301 of theCompanies Act, 1956 and exceeding theaggregate value of rupees five lakhs duringthe financial year under audit in respect ofeach party have been made at prices whichare reasonable having regard to the prevailingmarket prices at the relevant time.

(vi) According to the information and explanationsgiven to us the company has not accepted anydeposits from the public. Therefore, the provisionsof Section 58A, 58AA or any other relevantprovisions of the Companies Act, 1956 and relevantrules framed thereunder are not applicable to thecompany.

(vii) In our opinion, the company has an internal auditsystem commensurate with its size and nature of itsbusiness.

24


(viii) According to the information and explanationsgiven to us, the Central Government has notprescribed the maintenance of cost records underSection 209 (1) (d) of the Companies Act, 1956.

(ix) (a) According to the information andexplanations given to us and the books andrecords examined by us in the normal courseof audit and to the best of our knowledgeand belief, we state that undisputed statutorydues including Provident Fund, InvestorEducation and Protection Fund, Income-tax,Sales Tax, Customs Duty, Wealth Tax, ServiceTax, Cess and other material statutory duesapplicable to the company, if any, have beenregularly deposited with the appropriateauthorities during the financial year. We areinformed that the provisions of Excise Dutynot applicable to the company.

(b) According to the information and explanationsgiven to us, there are no dues of Sales tax,Income-tax, Customs Duty, Wealth tax,Service tax and Cess which have not beendeposited on account of any dispute.

(x) In our opinion, the company does not haveaccumulated losses and has not incurred cashlosses during the financial year covered by ouraudit and the immediately preceding financial year.

(xi) Based on our audit procedures and the informationand explanations given by the management we areof the opinion that the company has not defaultedin repayment of dues to any financial institution orbank. As informed to us no money has been raisedthrough debentures by the company.

(xii) According to the information and explanationsgiven to us, the company has not granted any loansand / or advances on the basis of security by wayof pledge of shares, debentures and othersecurities. Therefore, the provisions of paragraph4(xii)of the Order are not applicable to the company.

(xiii) The company is not a chit fund company or nidhi /mutual benefit fund/society. Therefore, theprovisions of Paragraph 4 (xiii) of the said Order arenot applicable to the company.

(xiv) The Company is not dealing or trading in shares,securities, debentures and other investments.Therefore the provisions of paragraph 4(xiv) of thesaid Order are not applicable to the company.

(xv) According to the information and explanationsgiven to us, the company has not given anyguarantee for loans taken by others from banks orfinancial institutions. Accordingly, the provisions ofparagraph 4(xv) of the said Order are not applicableto the company.

(xvi) According to the information and explanationsgiven to us and on the basis of the books andrecords examined by us in the normal course ofaudit and to the best of our knowledge and belief,we report that the term loans raised have beenutilised for the purpose for which the loans wereobtained.

(xvii) According to the information and explanationsgiven to us and on an overall examination of theBalance Sheet of the company, we report that nofunds raised on short-term basis have been usedfor long-term investments by the company.

(xviii) According to the information and explanationsgiven to us the company has not made anypreferential allotment of shares to parties andcompanies covered in the register maintained undersection 301 of the Act.

(xix) According to the information and explanationsgiven to us, the company has not issued anydebentures. Therefore the provisions of paragraph4 (xix) of the said Order are not applicable to thecompany.

(xx) According to the information and explanationsgiven to us, the company has not raised any moneyby public issue during the year. Therefore, theprovisions of paragraph 4 (xx) of the said Order arenot applicable to the company.

(xxi) According to the information and explanationsgiven to us, no fraud, on or by the company hasbeen noticed or reported during the year.

For S.C.Vasudeva & Co.Chartered Accountants

Place: New DelhiDated: 20.05.2006

Sanjay VasudevaPartnerM.No. 90989

25


BALANCE SHEET AS AT 31ST MARCH, 2006

ScheduleParticulars No.

SOURCES OF FUNDSShareholders' FundsShare Capital 1Reserves and Surplus 2

Loan FundsSecured Loans 3Unsecured Loans 4

Deferred Tax Liability (Net)

Total

As at31st March,

2006Rs.

916,730,000204,470,589

447,280,82850,000,000

263,253,478

1,881,734,895

As at31st March,

2005Rs.

916,730,000168,527,335

180,582,57350,000,000

252,713,428

1,568,553,336

APPLICATION OF FUNDSFixed AssetsGross BlockLess: Depreciation

Net BlockCapital Work in Progress

Current Assets, Lqans and AdvancesInventoriesSundry DebtorsCash and Bank BalancesOther Current AssetsLoans and Advances

Less: Current Liabilitiesand ProvisionsLiabilitiesProvisions

Net Current Assets

Miscellaneous Expenditure(To the extent not written off or adjusted)

Total

Notes to Accounts

2,597,153,7901,060,458,822

1,536,694,968118,818,678

63,887,190406,841,22336,677,40246,762,711

384,564,952

938,733,478

352,527,135359,985,094

712,512,229

226,221,249

1,881,734,895

2,345,465,695927,780,165

1,417,685,53012,204,970

82,917,753262,241,56762,943,74334,772,654

269,248,376

712,124,093

312,106,290264,382,339

576,488,629

135,635,464

3,027,372

1,568,553,336

12

As per our separate report of even date attachedFor S.C. Vasudeva & Co..Chartered Accountants

A.K. SinghalSanjay Vasudeva Senior General Manager cumPartner Company SecretaryM. No. 90989

Place : New DelhiDate : 20.05.2006

S RegunathanDr. Prathap C ReddySuneeta Reddy

ChairmanVice ChairmanDirector

26


PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2006

ParticularsSchedule

No.

For the yearended

31st March, 2006Rs.

For the yearended

31st March, 2005Rs.

INCOMEHospital RevenueOther Income

Total

EXPENDITUREStores and Spares consumedOperating and Administrative ExpensesInterest and other Financial ChargesPreliminary Expenses written offDepreciation

Total

Profit before taxLess : Provision for - Current Tax

- Deferred Tax- Fringe Benefit Tax- Wealth Tax

Tax paid/excess provision for tax written backAdd : Tax credit availed

Profit after taxAdd : Balance brought forward

Amount available for appropriationAppropriationsTransferred to General ReserveProposed DividendTax on Proposed Dividend

Balance carried to Balance Sheet

1011

2,045,560,386202,875,274

2,248,435,660

580,183,9611,279,882,024

30,052,9213,027,372

133,044,943

2,026,191,221

222,244,43965,195,04810,540,0503,083,222

91,40028,500

(23,299,708)

166,605,927168,527,335

335,133,262

5,000,000114,591,250

16,071,423

199,470,589

1,778,694,867167,685,725

1,946,380,592

497,312,0371,064,021,398

20,858,1893,027,380

125,673,400

1,710,892,404

235,488,18884,532,916

(12,585,998)

82,127241,217

163,217,926109,839,547

273,057,473

91,673,00012,857,138

168,527,335

Earnings per share of Rs. 107- each(Refer to note no. 10 of Notes to Accounts)Basic & Diluted 1.82 1.78

Notes to Accounts 12

As per our separate report of even date attachedFor S.C. Vasudeva & Co.Chartered Accountants

A.K. SinghalSanjay Vasudeva Senior General Manager cumPartner Company SecretaryM. No. 90989




27


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2006

Particulars Year Ended 31stMarch, 2006

Rs.

Year Ended 31stMarch, 2005

Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax & Extraordinary items

Add:DepreciationPreliminary expenses written offInterest chargedLoss on sale of fixed assets

Deduct:Interest received

Operating Profit before Working Capital changes

Adjustments forTrade & Other ReceivablesTrade payablesInventories

Cash Generated from OperationsDeduct:Interest paidIncome tax paid 'Net Cash from Operating Activities

B. CASH FLOW FROM INVESTING ACTIVITIES

222,244,439

133,044,9433,027,372

23,616,613200,495

1,507,652

380,626,210

(176,203,142)126,044,78719,030,563

349,498,418

(10,593,786)(73,105,151)265,799,481

235,488,188

125,673,4003,027,380

14,551,241125,544

1,304,585

377,561,168

(83,169,511)50,353,540

(42,799,759)

301,945,438

(3,424,565)(78,709,864)219,811,009

Purchase of Assets (Net of sale)Interest receivedNet Cash from Investing Activities

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from - long term loansProceeds from - short term loansRepayment of - long term loansRepayment of - short term loansInterest paidDividend paid

Net Cash from Financing Activities

Net increase in cash and Cash equivalents

Opening Cash and cash equivalents

Closing Cash and cash equivalents

(339,191,748)1,542,694

(337,649,054)

270,000,000100,000,000

(108,455,316)(100,000,000)(12,433,289)

(103,528,163)

45,583,232

(26,266,341)

62,943,743

36,677,402

(102,775,283)1,239,092

(101,536,191)

100,000,000150,000,000(79,930,220)

(135,050,000)(11,738,621)

(102,706,475)

(79,425,316)

38,849,502

24,094,241

62,943,743


A.K. SinghalSanjay Vasudeva Senior General Manager cumPartner Company SecretaryM. No, 90989




28


SCHEDULES

SCHEDULE 1

SHARE CAPITALAuthorised100,000,000 Equity Shares of Rs. 10/- each

Issued, Subscribed and Paid up(91,673,000 Equity Shares of Rs. 10/- each fully paid up)

SCHEDULE 2

RESERVES AND SURPLUS

(a) General ReserveTransferred from Profit and Loss Account

(b) Profit and loss account

SCHEDULE 3

SECURED LOANSFrom Banks:-Term loanFrom Institutions:-Term loan

(The above are secured by exclusive charge on the medical equipment and othermovable fixed assets funded from the term loan and subservient charge on themovable fixed assets both present and future)(Due for repayment within 12 monthsRs. 77,500,000/-(Previous year Rs. 52,060,0007-))

Working capital facility from Bank(Secured against hypothecation of stores, spares and receivables)

SCHEDULE 4

UNSECURED LOANSShort Term Loans from Bank[(Due for repayment within 12 months Rs. 50,000,000/-)(Previous year Rs. 50,000,000/-)]

As at As at31st March, 31st March,

2006 2005Rs. Rs.

1,000,000,000 1,000,000,000

1,000,000,000 1,000,000,000

916,730,000 916,730,000

204,470,589

916,730,000 916,730,000

5,000,000 —

199,470,589 168,527,335

168,527,335

293,125,000 131,580,316

154,155,828 49,002,257

447,280,828 180,582,573

50,000,000 50,000,000

50,000,000 50,000,000

29

g

SC

HE

DU

LES

FIX

ED

AS

SE

TS

(A)

Tangib

le A

sset

s

Par

ticul

ars

Leas

hold

Lan

d

(Lea

sed F

rom

Del

hi

Adm

inis

tratio

n)

Build

ings

Furn

iture

& F

ittin

gs

Pla

nt &

Mac

hine

ry

Offi

ce E

quip

men

t

Med

ical

Equ

ipm

ent

Veh

icle

s

Tota

l (A

)

Cos

t As

at

1.04

2005

(Rs.

)

Nil

775,

270,

946

68.9

00,9

79

236,

269,

965

124,

398,

473

1,11

4,45

7,97

8

12,5

78,6

98

2,33

1,87

7,03

9

Gro

ss B

lock

Add

ition

s D

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ion/

Adj

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d

(Rs)

(R

s.)

10.2

50,7

24

6,65

4,54

4

4,99

9,05

9

13,3

82,6

96

31,0

00

' 2

11,6

39,0

95

2,78

5,47

0 78

0,44

7

249,

711,

588

811,

447

Dep

reci

atio

n

Cos

t As

at

31.0

3.20

06

(Rs.

)

Nil

785,

521,

670

75,5

55,5

23

241,

269,

024

137,

750,

169

1,32

6,09

7,07

3

14,5

83,7

21

2,58

0,77

7,18

0

Up

to

31.0

3.20

05

(Rs.

)

102,

837.

648

36,5

01,2

92

84,0

50,0

90

73,9

93,3

19

481,

466,

502

2,86

6,03

3

781,

714,

884

For

the

Year

(Rs.

)

12,7

14,0

65

5,29

4,86

1

11,4

69,9

87

14,2

56,4

42

82,8

39,1

51

1,44

4,22

4

128,

018,

730

Writ

ten

back

/ U

p to

Adj

uste

d 31

.03.

2006

(Rs.

) (R

s.)

115,

551,

713

41,7

96,1

53

95,5

20,0

77

117

88,2

49,6

44

564,

305,

653

366,

169

3,94

4,08

8

366,

286

909,

367,

328

Impa

irmen

t Lo

ss

Up

to

Up

to

As

at

31.0

3.20

05

31.0

3.20

06

31.0

3.20

06

(Rs.

) (R

s.)

(Rs) Nil

669,

969,

957

33,7

59,3

70

145,

748,

947

49,5

00,5

25

138,

037,

385

138,

037,

385

623,

754,

035

10,6

39,6

33

138,

037,

385

138,

037,

385

1,53

3,37

2,46

7

Net

Blo

ck

As a

t

31.0

3.20

05

(Rs.

)

Nil

672,

433,

298

32,3

99,6

87

152,

219,

875

50,4

05,1

54

494,

954,

091

9,71

2,66

5

1,41

2,12

4,77

0

(B)

Inta

ngib

le A

sset

s

Par

ticul

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Sof

twar

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Tota

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)

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ota

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+B

)

Pre

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Cap

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Cos

t As

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1.04

.200

5

(Rs.

)

13,5

88,6

56

13,5

88,6

56

2,34

5,46

5,69

5

2,27

1,15

6,89

9

Gro

ss B

lock

Add

ition

s D

elet

ion/

Adj

uste

d

(Rs)

(R

s.)

2,78

7,95

4

2,78

7,95

4

252,

499,

542

811,

447

85,3

52,1

06

11,0

43,3

10

* In

clud

es a

dditi

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durin

g th

e ye

ar a

mou

ntin

g to

Rs.

1.82

,64,

570/

-(pr

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ear

Rs.

1

" I

nclu

des

Rs.

50,2

6,21

3/-

Am

ortis

atio

n

Cos

t As

at

31.0

3.20

06

(Rs.

)

16,3

76,6

10

16,3

76,6

10

2,59

7,15

3,79

0

2,34

5,46

5,69

5

Up

to

31.0

3.20

05

(Rs)

8,02

7,89

6

8,02

7,89

6

789,

742,

780

*

673,

985,

176

For

the

Year

(Rs)

5,02

6,21

3

5,02

6,21

3

* 13

3,04

4,94

3

125,

673,

400

54,4

6,79

8/-)

whi

ch h

ave

been

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ated

@ 1

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%

Writ

ten

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uste

d 31

.03.

2006

(Rs.

) (R

s.)

13,0

54,1

09

13,0

54,1

09

366,

286

922,

421,

437

9,91

5,79

6 78

9,74

2,78

0

As

at

31.0

3.20

06

(Rs)

3,32

2,50

1

3,32

2,50

1

138,

037,

385

138,

037,

385

1,53

6,69

4,96

8

138,

037,

385

1,41

7,68

5,53

0

118,

818,

678

Net

Blo

ck

As a

t

31.0

3.20

05

(Rs.

)

5,56

0,76

0

5,56

0,76

0

1,41

7,68

5,53

0

1,59

7,17

1,72

3

12,2

04,9

70

base

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inta

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le a

sset

s.


SCHEDULE 6

CURRENT ASSETS, LOANS AND ADVANCES

Inventories

Stores & SparesCrockery & UtensilsLinenMedical & Surgical Instruments

Sundry Debtors (Unsecured)Debts outstanding for a period exceeding six months- Considered Good- DoubtfulOther Debts- Considered Good- Doubtful

Less: Provision for doubtful debts

Cash and Bank Balances- Cash balance on hand- With scheduled banks

in current accountsin fixed deposits[(includes Rs. 1,344,061/- pledged towardsmargin money. (Previous year Rs. 36,383,0007-)]

- With scheduled banks inUnpaid Dividend Account

Other Current AssetsPatient's treatment in progressInterest ReceivableOther Receivable

Loans and Advances(Unsecured, considered good)Advance for capital itemsAdvances recoverable in cash or in kind or forvalue to be receivedPrepaid TaxesDepositsPrepaid Expenses

As at31st March,

2006Rs.

32,757,772933,389

11,266,31418,929,715

63,887,190

168,859,66712,056,678

237,981,556

418,897,90112,056,678

406,841,223

9,823,676

19,050,3543,752,332

4,051,040

36,677,402

38,589,168178,309

7,995,234

46,762,711

8,462,30324,808,173

338,446,4426,541,9266,306,108

384,564,952

As at31st March,

2005Rs.

57,281,873676,927

11,589,78413,369,169

82,917,753

105,982,20115,572,444

156,259,366

277,814,01115,572,444

262,241,567

8,065,165

13,126,85338,702,660

3,049,065

62,943,743

30,199,435213,351

4,359,868

34,772,654

9,100,4739,679,034

239,102,0305,669,4265,697,413

269,248,376

31


SCHEDULE 7

CURRENT LIABILITIES AND PROVISIONS

As at31st March,

2006Rs.

As at31st March,

2005Rs.

a. Current LiabilitiesSundry Creditors -Due to Small Scale Industrial UndertakingsDue to Others- for Capital Works- for ExpensesAdvance from patientsUnclaimed Dividend *Other liabilities (Includes amounts due to director Rs. Nil/-)(Previous year Rs. 2.000/-)Interest Accrued but not due- There is no amount due and outstanding to be

credited to Investor Education and Protection Fund.

b. ProvisionsProvision for Income taxProvision for Fringe Benefit taxProvision for Wealth taxProposed DividendTax on Proposed DividendProvision for Leav£ encashment

SCHEDULE 8

MISCELLANEOUS EXPENDITURE(To the extent not written off or adjusted)

Preliminary ExpensesPublic Issue expenses including underwritingCommission and brokerageOther issue expenses

26,108,18096,213,98533,084,0104,051,040

191,101,991

1,967,929

352,527,135

217,459,0623,083,222

399,587114,591,25016,071,4238,380,550

359,985,094

7,069,51586,933,84432,048,043

3,049,065181,627,433

1,378,390

312,106,290

152,264,014

308,18791,673,00012,857,1387,280,000

264,382,339

271,520

1,321,1771,434,675

3,027,372

SCHEDULE 9

OTHER INCOME

Interest received from banks(Tax deducted at source Rs. 218,392Previous year Rs. 116,032)Interest received from othersLicence fee & commission from licenceesService charges received from doctorsMiscellaneous incomeProvision no longer required written back

For the yearended 31st March,

2006Rs.

1,128,816

378,83638,233,982

120,618,71527,530,73014,984,195


2005Rs.

1,257,565

47,02032,913,765

103,935,99124,749,4364,781,948

202,875,274 167,685,725

32


SCHEDULE 10

OPERATING AND ADMINISTRATIVE EXPENSES

Salaries and wagesContribution to Provident & Other FundsStaff welfareConsultation fees paid to doctorsOutside lab investigationsLeasehold ground rentPower & FuelRentTraveling and ConveyanceInsuranceDirectors' sitting feesCommunicationPrinting and stationeryAdvertisementLegal and professional chargesSecurity chargesPayment to auditorsAuditors out of pocket expensesRates, taxes and licensesLoss on Sale of Discarded AssetsService ChargesRepairs and maintenance- Building- Plant & Machinery- OthersMiscellaneous expensesBad debts written offProvision for doubtful debts


2006Rs.

352,408,47823,068,72025,168,597

547,613,6603,999,560

12103,136,908

6,596,50817,335,9236,702,751

930,00012,994,43815,678,47132,017,17010,982,5167,677,320

574,50031,000

5,215,600200,495

61,648,195

7,550,64813,366,7506,872,6535,507,9696,973,9965,629,186


2005Rs.

278,586,10519,880,67920,183,531

475,934,3083,462,349

1281,958,598

3,621,72715,594,7896,296,1901,002,500

14,496,17818,208,3189,567,6247,107,8217,189,401

574,50025,600

6,898,135125,544

46,448,393

8,480,49211,100,9618,069,0938,560,1714,126,4926,521,887

1,279,882,024 1,064,021,398

SCHEDULE 11

INTEREST AND OTHER FINANCIAL CHARGES

Interest on term loansInterest on working capitalOther financial charges

13,022,82710,593,7866,436,308

30,052,921

11,126,6763,424,5656,306,948

20,858,189

33


SCHEDULE 12

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS FORMING PART OF ACCOUNTS FOR THEYEAR ENDED 31st MARCH, 2006.

I. Significant Accounting Policies :

A. System of Accounting

The financial statements are prepared under the historical cost convention on accrual basis and materiallycomply with the mandatory Accounting Standards issued by the Institute of Chartered Accountants of India.

B. Revenue Recognition

i) Revenue is recognized on accrual basis. Hospital Revenue comprises of income from services renderedto the out-patients and in-patients. Revenue also includes value of services rendered pending billing inrespect of in-patients undergoing treatment as on 31st March, 2006.

ii) The revenue in respect of export benefit is recognized on the basis of foreign exchange earned in theprevious financial year at the rate at which entitlement accrues.

C. Fixed Assets

Fixed Assets are stated at cost less accumulated depreciation. In respect of assets acquired out of foreigncurrency loans, the increase / decrease in the amount payable against such loans on account of fluctuation inexchange rate is adjusted with the cost of the assets.

D. Depreciation

(i) Depreciation is charged on straight line method at the rates prescribed under schedule XIV to theCompanies Act, 1956 (considered the minimum rate) or at higher rates, if the estimated useful life basedon technological evaluation of the assets are lower than as envisaged under Schedule XIV to the CompaniesAct. In case of additions and deletions during the year, the computations are on the basis of number ofdays for which the assets have been in use. Assets costing not more than Rs. 5,000/- each, individuallyhave been depreciated fully in the year of purchase.

(ii) Where the historical cost of the depreciable asset undergoes a change due to increase or decrease in thelong-term liability on account of exchange rate fluctuations, the depreciation on the revised unamortiseddepreciable amount is provided prospectively over the residual useful life of the asset.

(iii) When impairment loss is recognized, the depreciation charge for the asset is adjusted in future periods toallocate the asset's revised carrying amount, less its residual value (if any) on a systematic basis over itsremaining useful life.

E. Intangible Assets

Intangible Assets are stated at cost less accumulated amortisation.

F. Amortisation of Intangible Assets

(i) Intangible assets are amortised on straight line method over the estimated useful life of the asset,

(ii) The useful life of the intangible assets for the purpose of amortisation is estimated to be three years.

G. Impairment of Assets

Fixed assets both tangible and intangible assets are tested for impairment every year and impairment loss ifany is provided / adjusted as applicable.

H. Inventories

i) Inventories are valued at lower of cost and net realizable value.

ii) The cost in respect of the items constituting the inventories has been computed on FIFO basis.

I. Preliminary and public issue expenditure

Preliminary expenses and expenses incurred for public issue including commission for subscription of sharesand brokerage is amortised over a period of ten years.

J. Retirement benefits

Provident fund: Employer's contribution to Provident Fund and Employees Pension Scheme is made inaccordance with the Provident Fund Act, 1952 read with Employees Pension Scheme, 1995.

Gratuity: The liability for gratuity is provided through a policy taken from Life Insurance Corporation of India(LIC) by an approved trust formed for that purpose. The contribution to the trust is made on the basis ofactuarial valuation as at the end of the financial year carried out by LIC to cover the year's gratuity.

34 ^^___-__.^^_—_^___^^^___.___..^^^____^^______^____


Leave encashment: The company has provided for the liability for the year on the basis of actuarial valuationas at the end of fiancial year.

K. Foreign currency transactions

Transactions denominated in foreign currency are recorded at the exchange rate prevailing on the date of thetransaction.

Exchange differences other than those relating to acquisition of fixed assets are recognised in the profit andloss account. Exchange differences relating to purchase of fixed assets are adjusted to the carrying cost offixed assets.

L. Borrowing costs

Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifyingasset are capitalized as part of the cost of the asset. Other costs are recognized as expense in the period inwhich they are incurred.

M. Taxation

Provision for Taxation comprises of Income Tax Liability on the profits for the period chargeable to tax andDeferred Tax resulting from timing differences between Book and Tax Profits. The Deferred Tax Asset/ Liabilityis provided in accordance with the Accounting Standard - 22 (AS-22), "Accounting for Taxes on Income",issued by the Institute of Chartered Accountants of India.

II. Notes on Accounts

1. Estimated amount of contracts remaining to be executed on capital account and not provided for isRs. 25,160,408/- (Previous Year Rs. 43,780,3607-).

Contingent Liability

2. i) Claims against the company not acknowledged as debt Rs. 392,442,500/- and interest thereon (PreviousYear Rs. 394,615,0007-). This represents suits filed against the company and the consultant doctors. Basedon the facts and circumstances, possibility of any of the claims resulting in a loss to the company is remote.Notwithstanding above, the company is adequately insured to mitigate the possibility of any loss.

ii) Letters of credit outstanding on account of stores/spares and medical equipment amounting toRs. 5,221,5587- (Previous Year Rs. 80,508,9367-).

iii) In respect of Income Tax cases pending before Income Tax appellate authorities amounting toRs. 1,461,455/-(Previous Year Nil).

3. The appeal filed by the company against assessment of property tax by MCD, has been decided by theAdditional District Judge, Delhi on 17th April, 2004 remanding the case to MCD for reassessment on the basisof directions set out in the said order.

The Company has provided Rs. 83,693,0787- (Previous Year Rs. 83,693,0787-) against property tax liability upto 31st March 2004. The Company has been advised by their legal counsel that on the basis of facts and thedirections given by the Honourable Judge, the Company's liability is not likely to exceed the amount providedfor the said liability in the books of account.

Further the company has provided Rs. 2,968,0537- against property tax liability for the year ended 31stMarch,2006 as per unit area method of calculating the property tax.

4. Under the terms of the agreement between the Government of NCT of Delhi and the company, the Hospitalproject of the company has been put up on the land belonging to Government of NCT of Delhi. The Governmentof NCT of Delhi is committed to meet the expenditure to the extent of Rs. 154,780,000 out of IMCL Buildingfund account (funds earmarked for the period) together with the interest thereon for construction of definiteand designated buildings while the balance amount of the cost of the building will be borne by the Company.As at 31st March, 2006, the aforesaid fund, together with interest thereon amounting to Rs. 192,357,946 havebeen utilized towards progress payments to contractors, advances to contractors, payments for materials,etc. The ownership of the building between Government of NCT of Delhi and the company will be decided ata future date keeping in view the lease agreement.

5. Capital Work in Progress amounting to Rs. 118,818,6787- (Previous Year 1,22,04,9707-) represents theexpenditure incurred till date in setting up a 57 bedded hospital at Noida (U.P.) The hospital is being set up onland taken on lease from Noida Authority. The rights of the leased land has been acquired through an assignmentdeed in favor of the company by Apollo Hospital Enterprise Limited who are the sub-lessee.

35


The Detail of Capital Work In Progress as under

i) Building Under Construction

ii) Machinery/Equipments Under Installation

iii) Pre-Operative Expenses pendig allocation

a) Staff cost

b) Power & Fuel

c) Insurance

d) Others

Total

As at

31.03.2006

57,285,287

55,243,970

Amount in Rs.

As at

31.03.2005

12,204,970

2,425,8962,094,804

364,7751,403,946 6,289,421

118,818,678 12,204,9706. The company had filed application for determination of question of law under section 84 of the Delhi Value

Added Tax Act, 2004 (VAT) before the Commissioner, Trade and Taxes, Delhi (CTT) regarding the aplicabilityof VAT to the hospitals, inter alia, in respect of medicines and consumables adminsitered by the hospitals inthe course of medical treatment to its patients.

The CTT has vide its order dated 17th March 2006 in this regard held that VAT would be applicable to thehospital in respect of the aforesaid. The company has preferred an appeal against aforesaid order of the CTT.

7. Travelling and conveyance includes Rs. 3, 453,87V- (Previous Year Rs. 3,603,581/-) on account of Directorstravelling.

8. (a) For the current year ended 31 st March, 2006, timing differences have resulted in a net deferred tax expenseamounting to Rs. 10,540,0507- which is adjusted to the provision for taxation for the year.

(b) Deferred Tax Liability (net) as on 31st March, 2006 is as follows:Amount in Rs.

Timing difference on account of depreciation

Less: Deferred tax assets arising on account ofProvision for bad and doubtful debtsProvision for retirement benefits

Net deferred tax liability

9. Related party disclosures

Name Relationship Nature of Value of Due fromTransactions Transactions as on 31st

March, 2006

Apollo Associate Pharmacy - Consumables 802.46HospitalsEnterprise Licence Fees 67.07Limited Commission on

Pharmacy Sales 177.67Reimbursement ofExpenses 75.65

Ms. Anne Key Management Remuneration toMarie Personnel Managing Director 68.08Moncure

270,132,648

4,058,2782,820,892

263,253,478

Rs. in Lakhs

Due toas on 31st

March, 2006

483.62

—

-

-

10. The Basic earning per share (EPS) disclosed in the profit and loss accounts has been calculated by dividing thenet profit for the financial year ended 31st March, 2006 attributable to equity shareholders by the weighted averagenumber of equity shares outstanding during the said financial year. The net profit attributable to equity shareholdersis Rs. 166,605,9277- (Previous Year Rs. 163,217,9267-) and the weighted average number of equity share is91,673,000 for this purpose.

36


11. In accordance with the provisions of the AS-28 issued by Institute of Chartered Accountants of India on Impairmentof Assets, the company has carried out an impairment test in respect of all assets. On the basis of such exercisethe company has determined that for the year ended 31st March 2006, no impariment/reversal of loss is required.

12. There are no amounts payable to any small-scale industrial undertaking.

13. Remuneration to Managing Director.

Salary & allowancesPerquisities

2005-2006(Amount in Rs.)

5,745,6001,062,008


3,573,824821,781

As no commission is payable to the Managing Director, the computation of net profits under section 349/350 of theCompanies Act, 1956, is not being given.


14. Earnings in Foreign Currency:On account of Hospital Revenue:

15. Expenditure incurred in Foreign Currency:

On account of TravelOn account of other mattersOutflow of Foreign Currency on account of dividend:On account of remittance of dividendFor Financial YearNumber of non-resident shareholdersNumber of shares held by them

16. Value of Imports on GIF basis:

Capital Goods 'Stores & Spares

17. Payment to Auditors:

As audit feeTax audit fee

Total18. Stores & Spares Consumed

Particulars


40,400,778

3,938,0206,447,025

2,674,4632004-2005

322,674,463

66,249,89714,767,009

525,00049,500

574,500

43,873,424

2,450,6283,309,224

24,705,9952003-2004

3524,705,995

13,453,34720,166,815

525,00049,500

574,500

2005-2006 2004-2005

Rs. Rs.

ImportedIndigenous

Total:

17,225,192562,958,769

580,183,961

2.9797.03

100.00

23,833,429473,478,608

497,312,037

4.7995.21

100.00

19. Materials consumed are of varied nature and include items of food, beverages, medical consumables etc. Thereforeit is not feasible to give the details as required under part II of schedule VI to the Companies Act, 1956.

20. The company is engaged in the healthcare business, which in context of Accounting Standard 17 issued by theInstitute of Chartered Accountants of India is considered the only business segment.

21. Previous year figures have been regrouped/rearranged wherever necessary.

22. Schedule 1 to 12 form an integral part of the Balance Sheet and Profit & Loss Account and have been authenticatedas such.

23. All figures have been rounded off to the nearest rupee.


A.K. SinghalSanj'ay Vasudeva Sen/or Genera/ Manager cumPartner Company SecretaryM. No. 90989




37


BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

Registration Details

Registration No. : 55-30958 State Code : 55

Balance Sheet 31 03 2006

Date Month Year

II. Capital raised during the year (Amount in Rs. '000)

Public Issue

Bonus Issue

NIL Rights Issue

NIL Private Placement:

Foreign Direct Investment

Promoters

NIL

NIL

NIL

NIL

Position of Mobilisation and Deployment of Funds (Amount in Rs. '000)

Total Liabilities 1,881,735

Sources of Funds

Paid-up Capital 916,730

Share Application Money NIL

Secured Loans 447,281

Total Assets

Reserves & Surplus

Unsecured Loans

Net deferred tax liability

1,881,735

204,471

50,000

263,253

Application of Funds

Net Fixed Assets 1,655,513

Net Current Assets 226,222

Accumulated Losses Nil

Investment

Misc. Expenditure

NIL

IV. Performance of Company (Amount in Rs. '000)

Total Income 2,248,436

Profit/Loss Before Tax 222,245

Earning per share in Rs. 1.82

Total Expenditure

Profit/Loss After Tax

Dividend

2,026,191

166,606114,591

V. Generic Names of Three Principal Products/Services of Company (as per terms)

Item Code No. (ITC Code):

Product Description: Health Care Services

38


INDRAPRASTHA MEDICAL CORPORATION LIMITED

Hospital Complex, Sarita Vihar, Delhi-Mathura Road, New Delhi -110076

PROXY FORMDP Id

Client Id Folio No

(For shares held in Demat Form) (For shares held in Physical Form)

I/We

being a Member/Members of Indraprastha Medical Corporation Limited hereby appoint

of in the

district of or failing him

of in the

district of as my/our Proxy to vote for me/us on my/our behalf at the

Annual General Meeting of the Company to be held on Friday, 11th August, 2006 at 10.15 a.m. at FICCI

Golden Jubilee Auditorium, Federation House, Tansen Marg, New Delhi -110001 and at any adjournment

thereof.

Signed this day of 2006.

Signature

AffixRevenueStamp

NOTE: The instrument appointing Proxy should be deposited at the Registered Office of theCompany not later than 48 hours before the commencement of the Meeting.

INDRAPRASTHA MEDICAL CORPORATION LIMITED

Hospital Complex, Sarita Vihar, Delhi-Mathura Road, New Delhi -110 076.

ATTENDANCE SLIP

DP Id

Client Id Folio No

(For shares held in Demat Form) (for shares held in Physical Form)

Name of the Member

No. of Shares held

Name of Proxy

(To be filled in only when a Proxy attends the Meeting)

I hereby record my presence at the Annual General Meeting held on Friday, 11th August 2006at 10.15 a.m. at FICCI Golden Jubilee Auditorium, Federation House, Tansen Marg, New Delhi -110001

Signature of Member/Proxy


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Indraprastha Medical Corporation LimitedRegd. Office & Hospital Complex

Sarita Vihar, Delhi - Mathura Road, New Delhi -110076 (INDIA)Ph: 26925858, 26925801 Fax : 26825601

Website: www.apollohospdelhi.com

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