New Date: November 17, 2015 Serial No.: 1/ 2015 Addressed to: XX … · 2015. 12. 14. · 1 Date: November 17, 2015 Serial No.: 1/ 2015 Addressed to: XX INFORMATION MEMORANDUM VIKRAM

1

Date: November 17, 2015

Serial No.: 1/ 2015

Addressed to: XX

INFORMATION MEMORANDUM

VIKRAM HOSPITAL (BENGALURU) PRIVATE LIMITED

Reg. Office and Hospital: # 71/1, Millers Road,

Opp. St. Anne’s College, Bengaluru – 560052

Karnataka, India

Contact Person: Ms. Brinda T B

Tel: +91 080 7100 4500

Fax: +91-80-7100 4598 Email: [email protected]

Private placement of 300 listed, rated and redeemable non-convertible debentures of the face value

of Rs. 10,00,000/- each, aggregating to Rs. 30,00,00,000, issued at a price of

Rs. 10,00,000/- each.

FOR PRIVATE CIRCULATION

mailto:[email protected]

2

FOR PRIVATE CIRCULATION

GENERAL RISK

Investors are advised to read the risk factors carefully before taking an investment decision in this

offering. For taking an investment decision, the investors must rely on their examination of the

Issuer and the Issue including the risk involved. The issue of Debentures has not been

recommended or approved by the Securities and Exchange Board of India (“SEBI”) nor does SEBI

guarantee the accuracy or adequacy of this Information Memorandum. Specific attention of the

investors is invited to read the Special Consideration and Risk Factors.

SPECIAL CONSIDERATIONS AND RISK FACTORS

Credit Rating

The Debentures are rated as BWR B- (Stable) by Brickwork Ratings India Private Limited

THE INVESTMENTS CAN BE SUBJECT TO INVESTMENT RISK, INCLUDING INTEREST RATE RISK, CREDIT RISK,

EXCHANGE RISK, POSSIBLE DELAYS IN REPAYMENT AND LOSS OF INCOME AND PRINCIPAL INVESTED.

ISSUER’S RESPONSIBILITY

The Issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this

Information Memorandum as on date and to the best of its knowledge contains all information

with regard to the Issuer and the Issue, which is material in the context of the Issue, that the

information contained in the Information Memorandum is true and correct in all material aspects

and is not misleading in any material respect, that the opinions and intentions expressed therein

are honestly held and that there are no other facts, the omission of which makes this document

as a whole or any of such information or the expression of any such opinions or intentions

misleading in any material respect.

ISSUE SCHEDULE

Issue Opens on : November 19, 2015

Issue Closes on: November 20, 2015

Deemed Date of Allotment: November 20, 2015

CREDIT RATING

The Debentures are rated as BWR B- (Stable) by Brickwork Ratings India Private Limited.

LISTING

The Debentures are proposed to be listed on the wholesale debt market (WDM) of Bombay Stock

Exchange Limited (“BSE” or the “Stock Exchange”).

DISCLAIMER CLAUSE OF THE STOCK EXCHANGE

It is to be distinctly understood that submission of this Information Memorandum to the BSE

should not in any way be deemed or construed to mean that this Information Memorandum has

been reviewed, cleared or approved by the BSE; nor does the BSE in any manner warrant, certify

or endorse the correctness or completeness of any of the contents of this Information

Memorandum, nor does the BSE warrant that the Debentures will be listed or will continue to be

listed on the BSE; nor does the BSE take any responsibility for the soundness of the financial and

other conditions of the Company, its promoters, its management or any scheme or project of the

Company.

3

DEBENTURE TRUSTEE REGISTRAR TO THE ISSUE Milestone Trusteeship Services Pvt. Ltd. 602, Hallmark Business Plaza, Sant Dnyaneshwar Marg, Bandra (East) Mumbai- 400051, Maharashtra, India. Phone: 022- 6716 7082 Fax: 022- 6716 7077 Email: [email protected] Contact Person: Mr. Venkatesh Prabhu

Sharepro Service (India) Pvt Ltd 13 AB Samitha Warehousing Complex 2nd Floor, Saki Naka Telephone Exchange Lane Sakinaka, Andheri East Mumbai - 400072 Direct No:-67720329/67720354 Fax No:- 022- 2850 8927/2851 8321 Cell No :9833515383 Email: [email protected] Contact Person: Mr. Nilesh Bhandare

Note: This Information Memorandum is neither a prospectus nor a statement in lieu of a prospectus.

This is only an information brochure intended for private circulation and should not be construed to

be a prospectus and/or an invitation to the public for subscription to Debentures under any law for

the time being in force.



4

I. DEFINITIONS & ABBREVIATIONS

Act The Companies Act, 1956, as substituted by the provisions of the

Companies Act, 2013 to the extent notified as having become

effective and any amendment thereto.

Allot/Allotment/Allotted Unless the context otherwise requires or implies, the allotment of

the Debentures pursuant to the Issue.

Application Form Means the form in which the Debenture Holders shall make an

application to the Issuer for subscription to the Debentures, a

format of which is annexed hereto as Annexure 4.

Articles Means Articles of Association of the Company.

Beneficial Owner Means the owner of the Debentures in electronic (dematerialized

form) held through a Depository and whose name is so recorded

by the Registrar in the register maintained by it for this purpose.

Board Means the Board of Directors of the Company or a committee

thereof.

Business Day Means a day, other than a Saturday and Sunday, on which the

principal commercial banks located in Mumbai, India are open for

business during normal banking hours.

Company / Issuer Means Vikram Hospital (Bengaluru) Private Limited, a Company

incorporated under the Act and having its registered office at

#71/1, Millers Road, Opp. St. Anne’s College, Bengaluru – 560052,

Karnataka, India

Coupon Payment Date The date/s on which any coupon / interest payment on the

Debentures is due and payable as per Section II (B) (Issue Details).

Coupon Rate / Coupon @12% (fixed) payable quarterly

Current Account Means the current account bearing account number

005705018164 and name "Vikram Hospital (Bengaluru) Private

Limited", opened and maintained by the Issuer with ICICI Bank

Limited at its Prabhadevi Branch, Mumbai (Gr. Flr., Kala Academy,

Ravindra Natya Mandir, Prabhadevi, Mumbai).

DP Depository Participant.

DRR Debenture Redemption Reserve.

Debenture/s

Means 300 listed, rated and redeemable non-convertible

debentures of the Company, having face value of Rs. 10,00,000/-

(Rupees Ten Lakhs Only) each, aggregating to Rs.30,00,00,000/-

(Rupees Thirty Crores only) issued at par on a private placement

basis to allottees not exceeding 199 (One Hundred & Ninety Nine)

in number.

Debenture Holder(s) Means the persons who are, for the time being and from time to

time, the holders of the Debentures and, who are listed in the

register of Debenture Holders as the holders of the Debentures,

where such Debentures are held in physical form, or whose names

appear in the register of Beneficial Owners, where such

Debentures are held in dematerialized form, and “Debenture

Holder” means each such person.

Debenture Payment Means the entire outstanding amount due in respect of the

Debentures payable by the Company to any Debenture Holder as

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per the terms of the Debentures, and in accordance with the

Debenture Trustee Agreement.

Debenture Trustee

Agreement

Means the debenture trustee agreement dated November 18,

2015 executed, inter alia, between the Company and the

Debenture Trustee.

Debenture Trustee Means Milestone Trusteeship Services Private Limited, a company

incorporated under the provisions of the Act, and having its

registered office at 602, Hallmark Business Plaza, Sant

Dnyaneshwar Marg, Bandra (East), Mumbai- 400051,

Maharashtra, India, being the debenture trustee to be appointed

for the Debenture Holders, appointed in accordance with the

Debenture Trustee Agreement.

Equity Shares Means the equity shares of the Company, each having a face value

of Rs. 100 (One Hundred only).

Equity Shareholders Means the persons holding the Equity Shares of the Company.

Deemed Date of Allotment November 20, 2015

Depository/ Depositories Means NSDL.

IT Act Means the Income Tax Act, 1961 as amended from time to time.

Information Memorandum/

Disclosure Document

Means this information memorandum / disclosure document.

Interest Service Reserve

Amount

Means the amounts required to be maintained by the Company in

the account to be opened from the Deemed Date of Allotment for

retaining the Coupon amounts, in accordance with the terms of

the Debenture Trustee Agreement

Issue Means this issue of the Debentures under this Information

Memorandum.

Market Lot Means 1 (one) Debenture.

NEFT National Electronic Funds Transfer, an electronic funds transfer

facility provided by RBI.

NSDL National Securities Depository Limited

Person Means any natural person, firm, company, limited liability

partnership, governmental authority, joint venture, partnership,

association or other entity (whether or not having a separate legal

personality).

Hypothecation Agreement Means the agreement to be executed by, inter alia, the Company

and the Debenture Trustee for the creation of charge on the assets

of the Company.

Mortgage Deed Means the deed to be executed by, inter alia, the Company and

the Debenture Trustee for providing Leasehold rights of the

building as Collateral Security.

Principal Repayment Date The date/s on which any principal repayment on the Debentures is

due and payable as per Section II (B) (Issue Details).

RBI The Reserve Bank of India.

RTGS Real Time Gross Settlement, an electronic funds transfer facility

provided by RBI.

Rating Agency Means Brickwork Ratings India Private Limited, having its

registered office at IIIrd Floor 29/3 & 32/2 Raj Alkaa Park,

Bannerghatta Road, Bangalore 560076

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Registrar / R&T Agent Sharepro Service (India) Pvt Ltd

13 AB Samitha Warehousing Complex

2nd Floor, Saki Naka Telephone Exchange Lane

Sakinaka, Andheri East Mumbai - 400072

Direct No:-67720329/67720354

Fax No:-022- 2850 8927/2851 8321

Cell No :9833515383

Regulatory Authorities Means the RBI and SEBI or any other governmental authority

competent to regulate the Issue.

Rs. Indian Rupees.

Subscription Amount Means the amounts infused by the Debenture Holders towards

subscription and allotment of the Debentures, i.e. an amount

aggregating to Rs. 30,00,00,000/- (Rupees Thirty Crores only).

Transaction Documents Means, collectively, this Information Memorandum, the

Debenture Trustee Agreement, the Hypotheccation Agreement

and all other undertakings, agreements, instruments, indentures,

deeds, writings, and other documents (whether financing, security

or otherwise) executed or entered into, or to be executed or

entered into, by the Company, the Debenture Trustee or any other

Person as the case may be, in relation, or pertaining, to the issue

of the Debentures and the transactions contemplated under the

Transaction Documents.

Capitalized terms used but not defined in this Information Memorandum shall have the meaning

assigned to it in the Debenture Trustee Agreement.

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II. DISCLOSURES

A. ISSUER INFORMATION

(a) Name and address of the following:

Sr. No. Particulars Details

1 Registered office of the Issuer

# 71/1, Millers Road

Opp. St. Anne’s College

Bengaluru – 560052

Karnataka, India

2 Compliance officer of the Issuer

Mrs. Brinda T. B

Ph: 080 7100 4500/ 8884492669

Fax: 080 7100 4598

Email: [email protected]

3 CEO of the Issuer

Mr. Sudhir Pai J

Executive Director & CEO

Ph: 080 7100 4500

Fax: 080 7100 4598


4 Trustee of the issue

Milestone Trusteeship Services Pvt. Ltd.

602, Hallmark Business Plaza,

Sant Dnyaneshwar Marg,

Bandra (East)

Mumbai- 400051, Maharashtra, India.

Phone: 022- 6716 7080

Fax: 022- 6716 7077


Contact Person: Mr. Venkatesh Prabhu

5 Registrar of the issue

Sharepro Service (India) Pvt Ltd

13 AB, Samitha Warehousing Complex

2nd Floor, Saki Naka Telephone Exchange

Lane Sakinaka, Andheri East

Mumbai - 400072

Direct No:-67720329/67720354

Fax No:-022- 2850 8927/2851 8321

Cell No :9833515383

6 Credit Rating Agency of the issue

Brickwork Ratings India Private Limited

III rd Floor 29/3 & 32/2 Raj Alkaa Park,

Bannerghatta Road,

Bangalore 560076.

7 Auditors of the Issuer

Walker Chandiok & Co. LLP.,

Wings, First Floor, 16/1, Cambridge Road

Ulsoor, Bengaluru – 560008

Karnataka, India




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(b) A brief summary of the business/ activities of the Issuer and its line of business containing at

least following information:

(i) Overview

Vikram Hospital (Bengaluru) Private Limited was incorporated on 27th February, 2009 under the

provisions of Companies Act, 1956 and began operations in July’2010. The Company is engaged in

establishing and providing tertiary health care services to the general public in India; and is running

and managing the hospital in Bangalore under the brand name “VIKRAM HOSPITAL”.

(ii) Corporate Structure

Brief Profile of the Promoters

The Company, Vikram Hospital (Bengaluru) Private Limited is being managed the team of

professionals under the guidance and supervisions of the Board of Directors.

(iii) Key Operational and Financial Parameters* for the last 3 audited years

* At least covering the following - Consolidated basis (wherever available) else on standalone

basis

Parameters

FY 12-13 FY 13-14 FY 14-15

Audited Audited Audited

(in Rs. Crs.) (in Rs. Crs.) (in Rs. Crs.)

For Non-Financial Entities

Networth (2675.71) 2198.35 2526.02

Networth (Including Unsecured Loans from Related

Parties)* (2675.71) 2198.35 2526.02

Total Debt of which

– Non Current Maturities of Long Term Borrowing 7390.93 6399.63 3.94

– Short Term Borrowing 1003.89 359.57 303.13

– Current Maturities of Long Term Borrowing 1705.32 1883.70 7245.43

Total Debt 15394.74 11914.69 9601.97

Net Fixed Assets 10800.97 10426.30 9844.62

Non Current Assets 12029.53 13314.84 11298.26

Cash and Cash Equivalents 91.69 132.51 93.59

Current Investments N/A N/A N/A

Current Assets 689.50 798.20 829.72

Current Liabilities 7343.74 4893.37 8976.57

Net sales / Revenue 7055.02 8319.57 9921.84

EBITDA (1177.87) 510.30 433.43

EBIT (1807.43) (154.07) (520.09)

Interest 1302.43 1459.72 75.82

PAT (3109.86) (2667.18) (1564.73)

Dividend amounts- Equity Shares N/A N/A N/A

Dividend amounts- Preference Shares N/A N/A N/A

Current ratio 0.09 0.163 0.09

Interest coverage ratio (on the basis of cash flow)* -1.39 -0.11 -6.85

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Gross debt/equity ratio 3.55 0.99 0.80

Debt Service Coverage Ratios (on the basis of cash

flow) 0.08 -0.16 0.02

* Profit and Loss account is prepared on the basis of percentage completion method. The net

operating income as per profit and loss account may not give the correct cash flows available to

service debt obligations. Hence the ratios may not give a correct view if computed on the basis of

profit and loss account. Thus, Interest coverage ratio and Debt Service Coverage Ratios are

calculated using cash flow as the basis.

Gross Debt / Equity Ratio of the Issuer, as on March 31, 2015, i.e. date of last audited balance

sheet:

Before the issue of the Debentures 0.8 : 1

After the issue of the Debentures 1.01 : 1

(c) A brief history of the Issuer since its incorporation giving details of its following activities:

(i) Details of Share Capital as on last quarter end (as on 30th September, 2015):

Authorized Share Capital

Equity Share Capital Rs. 127,00,00,000 divided into 1,27,00,000

equity shares of Rs. 100 each

Preference Share Capital

Nil

Total Rs. 127,00,00,000

Issued, Subscribed and Paid-up Share Capital

Equity Share Capital Rs. 125,36,15,900 divided into 12,536,159

equity shares of Rs. 100 each

Preference Share Capital

Nil

Total Rs. 125,36,15,900

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(ii) Changes in its capital structure as on last quarter end, for the last five years:

Date of Change

(AGM/EGM)

Authorised Capital

(Rs.)

Particulars

30.10.2009 25 Crores Amended vide Ordinary Resolution passed at the

EGM held on 30.10.2009







(iii) Equity Share Capital History of the Company as on last quarter end, for the last five years:

Date of

Allotment

No of

Equity

Shares

Face

Value

(Rs.)

Issue

Price

(Rs.)

Considerati

on (Cash,

other than

cash, etc.)

Nature of

Allotment

Cumulative Remarks

No of

equity

shares

Equity

Share

Capital (Rs.)

Equity

Share

Premium

(Rs.)

27.02.09 1000 100 100 Cash Subscription to the

Memorandum of

Association of the

Company

1000 100,000 Nil -

06.11.09 16,00,000 100 100 Cash Further issue of

Capital

16,01,000 16,01,00,000 Nil -


Capital

25,00,000 25,00,00,000 Nil -


Capital

37,00,000 37,00,00,000 Nil -


Capital

44,94,919 44,94,91,900 Nil -


Capital

1,20,36,159 1,20,36,15,900 Nil -

16.09.15 5,00,000 100 100 Cash Rights Issue 1,25,36,159 1,25,36,15,900 Nil -

Notes (if any) – N/A

(iv) Details of any Acquisition or Amalgamation in the last 1 year.

N/A

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(v) Details of any Reorganization or Reconstruction in the last 1 year: N/A

Type of Event Date of Announcement Date of Completion Details

N/A N/A N/A N/A

(d) Details of the shareholding of the Company as on the latest quarter end, i.e. as on 30th

September, 2015:

(i) Shareholding pattern of the Company as on last quarter end:

Sr.

No.

Particulars Total No of

Equity

Shares

No of shares

in demat

form

Total Shareholding

as % of total no of

equity shares

1. Multiples Private Equity Fund I Ltd 8,945,109 8,945,109 71.36

2. Multiples Private Equity Fund 3,056,918 3,056,918 24.38

3. Vikram Health Services Private Limited 534,132 534,132 4.26

Total Amount 12,536,159 12,536,159 100.00

Notes: - Shares pledged or encumbered by the promoters (if any) – Nil

(ii) List of top 10 holders of equity shares of the Company as on the latest quarter end:

Sr.

No

Name of the shareholders Total No of

Equity

Shares

No of shares

in demat form

Total Shareholding

as % of total no of

equity shares

1. Multiples Private Equity Fund I Ltd 8,945,109 8,945,109 71.36

2. Multiples Private Equity Fund 3,056,918 3,056,918 24.38

3. Vikram Health Services Private Limited 534,132 534,132 4.26

(e) Following details regarding the directors of the Company:

(i) Details of the current directors of the Company*

Name,

Designation

and DIN

Age Address Director of

the Company

since

Details of other directorship

Name: Mrs.

Renuka

Ramnath

Designation:

Chairperson

DIN: 00147182

54 D-4701/2, Floor-

47, Ashok

Tower, 63/74,

Dr S S Rao Marg,

Parel, Mumbai -

400012,

Maharashtra

10.07.2013 i. Multiples Alternate Asset Management Private

Limited

ii. Multiples Equity Fund Trustee Private Limited

iii. ShriNath G Corporate Management Services

Private Limited

iv. Arvind Limited

v. Indian Energy Exchange Limited

vi. Mogae Media Private Limited

vii. PVR Limited

viii. Air India Limited

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ix. Vikram Hospital (Bengaluru) Private Limited

x. Tango Media Tech Private Limited

xi. Ultratech Cement Limited

xii. Arvind Lifestyle Brands Limited

xiii. Tata Communications Limited

xiv. Institutional Investor Advisory Services India

Limited

xv. L&T Technology Services Limited

xvi. Multiples Private Equity Fund II LLP

Name: Mr.

Sudhir Variyar

Designation:

Director

DIN: 00168672

45 C - 1402,

Chaitanya

Towers,

Appasaheb

Marathe Marg,

Prabhadevi,

Mumbai, 400025,

Maharashtra

10.07.2013 i. Multiples Alternate Asset Management Private

Limited

ii. Chaitanya Management & Consultancy Services

LLP

iii. Vikram Hospital (Bengaluru) Private Limited

iv. SSN Logistics Private Limited

v. Vastu Housing Finance Corporation Limited

Name: Mr.

Sudhir Pai J

Designation:

Director

DIN: 01254714

47 No. d 603, Labrum block , Brigade Millenieum,, JP Nagar 7th phase,, Bangalore, 560078, Karnataka, India

08.07.2013 i. Vikram Hospital (Bengaluru) Private Limited

ii. Prameya Health Services Private Limited

Name:

Rajashekhara

Reddy

Designation:

Director

DIN: 02339668

65 12 & 13, 5th Main, Siddivinayaka layout Kodigehalli, Bangalore- 560097

13.08.2012 i. India Factoring and Finance Solutions Private

Limited

ii. LancoKondapalli Power Limited

iii. IL&FS Infra Asset Management Limited

iv. Centrum Capital Limited

v. Shaasta Cement Corporation India Private

Limited

vi. Vikram Hospital (Bengaluru) Private Limited

vii. GVPR Engineers Limited

viii. Kakinada SEZ Private Limited

ix. GMR Hotels and Resorts Limited

x. GMR Chennai Outer Rind Road Pvt Ltd

xi. GMR OSE Hungund Hospet Highways Pvt Ltd

xii. GMR Aero Technic Limited

xiii. GMR Aerospace Engineering Limited

xiv. Hetero Labs Limited

* Company to disclose name of the current directors who are appearing in the RBI defaulter list

and / or ECGC default list, if any. – N/A

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(ii) Details of change in directors since last three years:

Name, Designation and DIN Date of Appointment Date of Resignation Remarks

Dr. Vikram S B, Managing Director 27.02.2009 30.09.2015 -

Mr. Kannan Ramesh 27.02.2009 08.07.2013 -

Dr. Rajeshwar S N 02.11.2010 08.07.2013 - Mr. Sudhir Pai J 08.07.2013 - -

Mrs. Renuka Ramnath 10.07.2013 - -

Mr. Sudhir Variyar 10.07.2013 - -

Mr. Rajasekhara Reddy 13.08.2013 - -

(f) Following details regarding the auditors of the Company:

(i) Details of the auditor of the Company:-

Name Address Auditor since

Walker Chandiok & Co LLP Chartered Accountants

Wings, First Floor, 16/1, Cambridge Road

Ulsoor, Bengaluru – 560008 Karnataka, India

13.08.2013

(ii) Details of change in auditor since last three years:

Name Address Date of

Appointment /

Resignation

Auditor of

the Company

since (in case of

resignation)

Remarks

M/s B S R & Company Maruthi Info-tech Centre,

11-12/1, Inner Ring Road,

Koramangala, Bangalore –

560071

13.08.2013 27.02.2009 -

M/s Walker Chandiok

& Co

‘WINGS’, 1st Floor, 16/1,

Cambridge Road, Ulsoor,

Bengaluru - 560008

13.08.2013 N.A. -

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(g) Details of borrowings of the Company:

(i) Details of Secured Loan Facilities as on March 31, 2015:

Lender’s

Name

Type of

Facility

Amount

Sanctioned

(in Rs.

Crores)

Principal

Amount

outstanding

Repayment

Date /

Schedule

Security

UBI

Term loan

8857

7430

OTS

Exclusive charge on all the movable & immovable asssets, both present & future and exclusive charge on current assets. Mortgage of leasehold rights(collateral)

Philips Electronics India Pvt. Ltd

Equipment

loan

98

17.20

Monthly

First and exclusive charge on medical equipment financed by Philips

Seimens Financial Services Ltd

Equipment

loan

429.12

105.30

Monthly

First and exclusive charge on medical equipment financed by Seimens

(ii) Details of Unsecured Loan Facilities, as on March 31, 2015: Nil

Lender’s Name Type of Facility Amount

Sanctioned

Principal Amount

outstanding (in Rs. Crs.)

Repayment Date

/ Schedule N/A N/A N/A N/A N/A

Total N/A N/A

(iii) Details of NCDs: Nil

Debenture

Series

Tenor /

Period of

Maturity

Coupon Amount Date of

Allotment

Redemption

Date /

Schedule

Credit

Rating

Secured /

unsecured

Security

N/A N/A N/A N/A N/A N/A N/A N/A N/A

(iv) List of Top 10 Debenture Holders: Nil

Sr. No. Name of Debenture Holders Amount N/A N/A N/A

N/A N/A N/A

15

Note: Top 10 holders’ (in value terms, on cumulative basis for all outstanding debentures

issues) details should be provided.

(v) The amount of corporate guarantee issued by the Issuer along with name of the counterparty

(like name of the subsidiary, JV entity, group company, etc) on behalf of whom it has been

issued: Nil

Lender’s Name Type of

Facility

Amount

Sanctioned (in Rs.

Crores)

Borrower

N/A N/A N/A N/A

N/A N/A N/A N/A

(vi) Details of Commercial Paper:- The total Face Value of Commercial Papers Outstanding as on

the latest quarter end to be provided and its breakup in following table: Nil

Maturity Date Amount Outstanding N/A N/A

N/A N/A

(vii) Details of Rest of the borrowing (if any including hybrid debt like FCCB, Optionally

Convertible Debentures / Preference Shares) as on March 31, 2014: Nil

Party

Name (in

case of

Facility)/

Instrument

Name

Type of

Facility /

Instrument

Amt

Sanctioned

/ Issued

(Rs.)

Principal

Amt

outstanding

Repayment

Date /

Schedule

Credit

Rating

Secured /

Unsecured

Security

N/A N/A N/A N/A N/A N/A N/A N/A

N/A N/A N/A N/A N/A N/A N/A N/A

(viii) Details of all default/s and/or delay in payments of interest and principal of any kind of term

loans, debt securities and other financial indebtedness including corporate guarantee issued

by the Company, in the past 5 years.

There are no dues payable to financial institutions or debenture-holders. The Company has

defaulted in repayment of dues to the following banks:

Name of the

bank Principal

amount (₹ in Lakhs)

Interest amount (₹ in

Lakhs) *

Due date Default in days

United Bank of

India

25.66 88.67 30 April 2013

25.66 89.55 31 May 2013

148.16 90.45 30 June 2013

25.66 91.35 31 July 2013

16

United Bank of India

25.66 82.99 31 August 2013

Not paid till date (Refer note below)

148.16 83.78 30 September 2013

25.66 84.62 31 October 2013

25.66 85.46 30 November 2013

180.66 86.32 31 December 2013

25.66 87.18 31 January 2014

25.66 88.05 28 February 2014

180.66 88.93 31 March 2014

25.66 89.82 30 April 2014

25.66 90.72 31 May 2014

180.66 91.62 30 June 2014

25.66 92.54 31 July 2014

25.66 93.47 31 August 2014

180.66 94.40 30 September 2014

25.66 95.35 31 October 2014

25.66 96.30 30 November 2014

155.00 97.26 31 December 2014

- 98.23 31 January 2015

- 99.22 28 February 2015

155.00 100.21 31 March 2015

The Bank vide letter dated 27 August 2015 has approved the proposal for compromise

settlement of amount owed by the Company amounting to ₹ 7,380 lakhs.

(ix) Details of any outstanding borrowings taken/ debt securities issued where taken / issued (i)

for consideration other than cash, whether in whole or part, (ii) at a premium or discount, or

(iii) in pursuance of an option;

N/A

(h) Details of Promoters of the Company:

The promoter of the Company is Multiples Private Equity Fund I Limited and Multiples Private Equity

Fund and Vikram Health Services Private Limited. For further details, please refer to Section II (A) (b)

(ii) above.

(i) Details of Promoter Holding in the Company as on the latest quarter end:

Sr.

No

Name of the

Shareholders

Total No of

Equity

Shares

No of

shares in

demat form

Total

shareholding as

% of total no of

equity shares

No of Shares

Pledged

% of Shares

pledged with

respect to

shares owned.

1. Multiples Private

Equity Fund I Ltd 8,945,109 8,945,109 71.36 - Nil

2. Multiples Private

Equity Fund 3,056,918 3,056,918 24.38 - Nil

3 Vikram Health

Services Private

Limited

534,132 534,132 4.26 - Nil

17

(i) Abridged version of Audited Consolidated (wherever available) and Standalone Financial

Information (like Profit & Loss statement, Balance Sheet and Cash Flow statement) for at least

last three years and auditor qualifications, if any. *

The Company was incorporated on 27th February’ 2009. The Audited Financials for the year

ended March 31, 2015 are annexed as Annexure 3.

(j) Abridged version of Latest Audited / Limited Review Half Yearly consolidated (wherever

available) and Standalone Financial Information (like Profit & Loss statement, and Balance

Sheet) and auditors’ qualifications, if any. *

N/A

(k) Any material event/ development or change having implications on the financials / credit

quality (e.g. any material regulatory proceedings against the Issuer/promoters, tax litigations

resulting in material liabilities, corporate restructuring event etc) at the time of issue which

may affect the issue or the investor’s decision to invest/ continue to invest in the debt

securities.

Nil

(l) The names of the debenture trustee(s) shall be mentioned with statement to the effect that

debenture trustee(s) has given his consent to the Issuer for his appointment under regulation

4 (4) and in all the subsequent periodical communications sent to the holders of debt

securities.

The Issuer has appointed Milestone Trusteeship Services Private Limited as debenture trustee of

the Debenture Holders to protect rights, interests and benefits of the Debenture Holders. The

Debenture Trustee shall act in accordance with the Debenture Trustee Agreement and any other

documents executed/ to be executed for the Debentures.

Milestone Trusteeship Services Private Limited has by its letter dated 19th October, 2015 given

its consent for its appointment as a debenture trustee to the Issue, and for its name to be

included in this Information Memorandum and all its subsequent periodical communications to

be sent to the Debentures Holders pursuant to this Issue.

(m) The detailed rating rationale (s) adopted (not older than one year on the date of opening of

the issue)/ credit rating letter issued (not older than one month on the date of opening of the

issue) by the rating agencies shall be disclosed.

The Debentures are rated as BWR B- (Stable) by the Rating Agency. The ratings are opinions on

credit quality and are not a recommendation to subscribe to or purchase, hold or sell or redeem

the Debentures. There is no assurance either that the rating will remain at the same level for any

given period of time or that the credit rating will not be lowered or withdrawn entirely by the

Rating Agency. The letter from the credit rating agency providing the credit rating has been

attached herewith as Annexure 2.

18

(n) If the security is backed by a guarantee or letter of comfort or any other document / letter

with similar intent, a copy of the same shall be disclosed. In case such document does not

contain detailed payment structure (procedure of invocation of guarantee and receipt of

payment by the investor along with timelines), the same shall be disclosed in the offer

document.

N/A

(o) Copy of consent letter from the Debenture Trustee shall be disclosed.

The consent letter dated 19th October, 2015 is enclosed as Annexure 1.

(p) Names of all the recognised stock exchanges where the debt securities are proposed to be

listed clearly indicating the designated stock exchange.

The Debentures are proposed to be listed on the wholesale debt market (WDM) of the BSE,

which will be the designated stock exchange.

The Company shall forward the listing application to the BSE within 15 (fifteen) days from the

Deemed Date of Allotment. In case of delay in listing of the Debentures beyond 15 (fifteen) days

from the Deemed Date of Allotment, the Company shall, within 15 (fifteen) days from the end of

the 15 (fifteen) days from the Deemed Date of Allotment, purchase / redeem the Debentures

from the Debenture Holders at par along with the outstanding Coupon.

(q) Other details

(i) DRR creation - relevant regulations and applicability.

The Issuer shall abide by applicable law with respect to creation of Debenture Redemption

Reserve pursuant to provisions of the Act and all other applicable laws, circulars, notifications,

guidelines as validly issued from time to time under this Section.

(ii) Issue/instrument specific regulations - relevant details (Companies Act, RBI guidelines, etc).

a. Issue Price

The Debentures have been issued at par, i.e. at a price of Rs. 10,00,000/- (Rupees Ten Lakhs) per

Debenture.

b. Date of Allotment

The date of allotment shall be the Deemed Date of Allotment. All benefits related to the

Debentures will be available to the allottees from the Deemed Date of Allotment.

c. Security

The Debentures shall be secured by the following security created in favour of the Debenture Trustee for the benefit of the Debenture Holders:

19

First and Exclusive Charge over the assets of the Issuer, pursuant to the Hypothecation

Agreement;

Leasehold rights of the building - Collateral Security

If at the end of the Tenor, the Company is unable to redeem the Debentures in accordance with

the terms of the Transaction Documents, the Debenture Trustee shall have the right to enforce

the security and to utilize the proceeds from such enforcement towards repayment of the

Subscription Amount (to the extent outstanding) and the Agreed IRR.

d. Debenture Trustee

The Company has appointed Milestone Trusteeship Services Private Limited as the debenture

trustee of the Debenture Holders to protect rights, interests and benefits of the Debenture

Holders. The Debenture Trustee shall act in accordance with the Debenture Trustee Agreement

and any other documents executed/to be executed for the Debentures.

Milestone Trusteeship Services Private Limited has by its letter dated 19th October, 2015 given

its consent for its appointment as a Debenture Trustee to the Issue, and for its name to be

included in this Information Memorandum and all its subsequent periodical communications to

be sent to the Debentures Holders pursuant to this Issue.

e. Repayment

As per details mentioned in Section II (B) (Issue Details) below.

f. Attribution of Debenture Payments

The Debenture Payments to the Debenture Holders shall be attributable in the following

sequence (“Sequence”):

i. Any outstanding interest payments on the Debentures;

ii. Interest payments on the Debentures; and

iii. Redemption of the Debentures.

g. Prepayment


h. List of Debenture Holders

The Issuer shall request the Registrar to provide a list of Debenture Holders / Beneficial Owners

thereof at the close of business hours on the Record Date. This shall be the list, which shall be

considered for payment of coupon / interest or repayment of principal amount, as the case may

be.

20

i. Record Date

The ‘Record Date’ for the Debentures shall be 5 (Five) days prior to each Coupon Payment Date

and / or Principal Repayment Date.

Interest and/ or principal repayment shall be made to the registered Debenture Holders

recorded in the books of the Issuer / Registrar and in the case of joint holders, to the one whose

name stands first in the register of Debenture Holders maintained by the Issuer/ Registrar. For

this purpose, the Registrar shall request the Depository to provide a list of Debenture Holders of

the Debentures at the close of business hours on the Record Date and upon receipt of same,

immediately forward a copy to the Debenture Trustee and the Issuer. This shall be the list, which

shall be considered for payment of any coupon / principal amount due to the Debenture Holders

payable on the Coupon Payment Date / Principal Repayment Date.

In case of those Debentures for which the Debenture Holders/ Beneficial Owners details is not

identified by the Registrar / Issuer as on the Record Date the Issuer would keep in abeyance the

payment of coupon or other benefits, till such time that the Debenture Holder details are

identified by the Registrar and conveyed to the Issuer, whereupon the coupon or benefits will be

paid to the Debenture Holder, as identified, within a period of 5 days from the date of such

notification by the Registrar.

Wherever the signature(s) of a transferor(s) Debenture Holder in the intimation sent to the

Registrar is / are not in accordance with the specimen signature(s) of such transferor(s) available

on the records of the Registrar, all remaining coupon payments on such Debenture(s) will be

kept in abeyance by the Issuer till such time the Registrar is satisfied in this regard. All payments

will be made by way of RTGS / NEFT / cheque(s) / interest warrant(s) / demand draft(s) which

will be dispatched to the Debenture Holder(s) by courier / registered post / hand delivery, in

accordance with the existing rules / laws at the sole risk of the Debenture Holder(s) to the sole

holder(s) / first named holder(s) at the address registered with the Registrar.

j. Market Lot

The market lot will be 1 (One) Debenture (“Market Lot”).

k. Interest on Debentures


Interest on the Subscription Amount shall also accrue at the Coupon Rate from the date of

receipt of the Subscription Amount through RTGS in the Current Account of the Issuer, up to one

day prior to the Deemed Date of Allotment, which interest shall be paid by the Company to the

Debenture Holders along with the first Coupon Payment.

Interest shall be calculated based on “Actual/Actual” day count basis.

l. Tax Implications

Tax implications applicable to the Debenture Holders would depend upon the nature of the

Debentures / status of the Debenture Holders. Debenture Holders are advised to consult their

21

own legal and tax advisors on the legal and tax implication of the acquisition, ownership and sale

of the Debentures and income arising thereon.

m. Tax Deduction at Source (TDS)

All payments on the Debentures are subject to deduction of taxes at source in accordance with

Applicable Law. For seeking TDS exemption/ lower rate of TDS, relevant certificate/ document,

as issued by the concerned tax authorities, must be provided by the Debenture Holder(s) to the

Issuer at least 30 (thirty) days before the interest payment becoming due and if required, be

submitted afresh annually and/ or as and when called upon for the same by the Company. Tax

exemption certificate/ declaration of non-deduction of tax at source on interest on application

money, should submitted to the Company along with the copy of Application Form. Failure to

comply with the above shall entitle the Company to deduct tax at source as may be advised to it.

n. Debentures in Dematerialized Form

The Issuer shall finalize depository arrangements with NSDL for dematerialization of the

Debentures. The Debenture Holders will be issued the Debentures only in dematerialized form

and deal with the same as per the provisions of Depositories Act, 1996 (as amended from time

to time). The normal procedures followed for transfer of securities held in dematerialized form

shall be followed for transfer of these Debentures held in electronic form. Applicants to mention

their DP’s name, DP-ID and beneficiary account number/ client ID in the appropriate place in the

Application Form.

o. Impersonation

Any person who:

makes in a fictitious name, an application to the Issuer for acquiring, or subscribing for any

Debentures, or

otherwise induces the Issuer to allot or register any transfer of the Debentures, to him or any

other person in a fictitious name,

shall be punishable under the extant laws.

p. Transfer of Debentures

Transfer of the Debentures in dematerialized form would be in accordance with the rules /

procedures as prescribed by the Depository/ies, DPs of the transferor / transferee and any other

applicable laws and rules notified in respect thereof. Notwithstanding anything to the contrary

contained in the Transaction Documents, a Debenture Holder shall be entitled to transfer its

Debentures to any person.

The transferee(s) should ensure that the transfer formalities are completed prior to the Record

Date. In the absence of the same, interest / principal amounts will be paid / redemption will be

made to the person, whose name appears in the records of the Registrar. In such cases, claims, if

any, by the transferee(s) would need to be settled with the transferor(s) and not with the

Company.

22

The Company is issuing the Debentures only in the dematerialized form and hence there is no

physical holding of the Debentures being issued in terms of this Information Memorandum. The

Company undertakes that it shall use a common form / procedure for transfer of the Debentures

issued under the terms of this Information Memorandum, if at a later stage there is some

holding in the physical form due to the Depository giving re-materialisation option to any

Debenture Holder.

q. Assignment

The Issuer shall not assign any of his duties or obligations hereunder without the prior written

consent of the Debenture Trustee, which the Debenture Trustee shall be entitled to withhold in

its absolute discretion without assigning any reason whatsoever. The Debenture Holders shall be

free to assign the rights of the Debentures under this Information Memorandum or the

Transaction Documents freely.

r. Payment on Redemption

The Debentures will be redeemed at discount, par or at premium, in accordance with the

Transaction Documents as detailed in the Section II (B) (Issue Details) below.

The Debentures held in the dematerialized form shall be taken as discharged on payment of the

all Debenture Payments by the Issuer on maturity to the registered Debenture Holders whose

name appears in the register of Debenture Holders on the Record Date / Specified Date. Such

payment will be a legal discharge of the liability of the Issuer towards the Debenture Holders. On

such payment being made, the Issuer will inform the Depository/ies and accordingly, the

Debentures from the DP account of the Debenture Holders will be debited. Subject to the

aforesaid the Issuer's liability to the Debenture Holders towards all their rights including for

payment or otherwise shall cease and stand extinguished from the date such Debenture

Payments are made in all events and the Issuer will not be liable to pay any interest or

compensation from such date of repayment.

s. Who can apply / Purchaser?

Subject to the below, persons who are competent to contract as defined in the Indian Contract

Act, 1872 are eligible to apply for the Debentures.

Nothing in this Information Memorandum shall constitute or shall be deemed to constitute an

offer or an invitation to an offer, to be made to the public or any section thereof through this

Information Memorandum and this Information Memorandum and its contents should not be

construed to be a prospectus under the Act. The Issue is a domestic issue and is being made in

India only.

This Information Memorandum and the contents hereof are restricted for only the intended

recipient(s) who have been addressed directly through a communication by the Issuer and only

such recipients are eligible to apply for the Debentures.

All Debenture Holders are required to comply with the relevant regulations/ guidelines

applicable to them for investing in this issue of Debentures.

23

t. Permanent Account Number (PAN)

All purchasers/ Debenture Holders should mention their Permanent Account Number allotted

under the IT Act in the Application Form.

u. KYC (Know Your Customer)

The Debenture Holders should submit the required KYC documents as prescribed by RBI along

with the Application Form. Applications which are not in compliance with the above

requirement shall be liable to be rejected.

v. Signatures

Signatures should be made in English or in any of the Indian languages. Thumb impressions must

be attested by an authorized official of a scheduled bank or by a magistrate/notary public under

his/her official seal, which should be supported by resolution for corporate body

subscriber/holder.

w. Effect of Holidays / Business Day Convention

In determination of any period of days for the occurrence of an event or the performance of any

act or thing under this Information Memorandum, the day on which the event is to happen or

the act or thing is to be done shall be excluded. For instance, if the Coupon Payment Date falls

on the 30th day of a month, the Record Date which is 5 days prior to the Coupon Payment Date

shall be 25th day of that month.

If the Coupon Payment Date falls on a non-clearing day or any day other than a Business Day,

the payment shall be made by the Issuer on the next Business Day and accordingly, the Coupon

shall be calculated until the next Business Day.

If the Principal Repayment Date falls on a non-clearing day or any day other than a Business Day,

redemption and accrued interest shall be payable on the immediately previous Business Day,

and accordingly, the accrued interest shall be calculated until the previous Business Day.

The coupon payment will be rounded to nearest rupee as per the Fixed Income Money Market

and Derivatives Association of India (FIMMDA) ‘handbook on market practices’.

The above distribution of coupon and redemption money is further explained by way of an

illustration below:

Illustration of Bond Cash flow

Company XYZ Limited

Face Value (per

security)

10,00,000.00

Issue Date/Date of

Allotment

-2015

Redemption -2018

Coupon Rate 12% (Fixed)

24

Frequency of the

Interest Payment with

specified dates

Quarterly payable till

maturity

Day Count Convention Actual / Actual

(If the maturity date falls on a holiday, redemption and accrued interest are payable on the

immediately previous working day).

x. Notices

The notices to the Debenture Holder(s) required to be given by the Issuer or the Debenture

Trustee shall be deemed to have been given if sent by registered post to the sole / first allottee

or sole / first registered holder of the Debentures, as the case may be. All notices to be given by

the Debenture Holder(s) shall be sent by registered post to such persons or at such address as

may be notified to the Issuer from time to time. It is clarified that if the Issuer is issuing any

notice to the Debenture Holders, a copy of the same must also be sent to the Debenture

Trustee. All transfer related documents, tax exemption certificates, intimation for loss of letter

of allotment / Debenture(s), etc requests for issue of duplicate debenture certificates, interest

warrants etc. and/or any other notices / correspondence by the Debenture Holder(s) to the

Issuer with regard to the Issue should be sent by registered post or by hand delivery to the

Registrar, or to such persons at such address as may be notified by the Issuer from time to time.

y. Applications under Power of Attorney

Duly authorized agents/persons can apply through power of attorney/ necessary authority, as

may be applicable under the relevant laws, for the time being in force.

z. Disclosure Clause

In the event of default in the payment of any interest / principal on the due dates, the

Debenture Holders and/ or the regulatory authorities will have an unqualified right to disclose or

publish the name of the Issuer and its directors as defaulter in such manner and through such

medium as the Debenture Holders and/ or the regulatory authorities in their absolute discretion

may think fit.

aa. Undertakings

The Issuer undertakes that:

The complaints received in respect of the Issue shall be attended to by the Issuer

expeditiously and satisfactorily;

It shall forward the details of utilization of the funds raised through the Debentures (only till

actual utilisation of the funds), duly certified by the statutory auditors of the Issuer, to the

Debenture Trustee at the end of each year;

It shall disclose the complete name and address of the Debenture Trustee in its annual

report;

It shall mention the name and details of the Debenture Trustee in all the subsequent

periodical communications sent to the Debenture Holders;

25

It shall provide a compliance certificate to the Debenture Trustee on behalf of the

Debenture Holders (on a half yearly basis) in respect of compliance with the terms and

conditions of the issue of Debentures as contained in this Information Memorandum;

It shall send a copy of every notice / communication sent by it to any regulatory authority

pertaining to this Issue, to the Debenture Trustee;

It shall ensure the Subscription Amount is utilized for the purposes for which it has been

raised and in accordance with the business plan prepared;

It shall comply with the terms and conditions incorporated in the Transaction Documents;

Any other undertaking as it may undertake under the Transaction Documents.

(iii) Application process

All applications for the Debenture(s) must be in the prescribed Application Form, annexed

hereto as Annexure 4, and be completed in block letters in English. It is presumed that the

Application Form is signed and made by persons duly empowered and authorized by the entity

on whose behalf the application is made. Subscription Amount may be remitted through RTGS

only in the Current Account of the Issuer. Application form must be accompanied by RTGS

instructions. The Issuer will not be responsible or accountable in any manner for any instruments

or applications lost in transit or mail. The applicant should mention their PAN at the appropriate

place in the application form.

Incomplete Application Forms are liable to be rejected. The full amount of the Debenture(s) has

to be submitted prior to or along with the Application Form. In the event Application Forms are

rejected by the Issuer, the Issuer shall immediately intimate the proposed Debenture Holder

about the rejection and the reasons therefor. The proposed Debenture Holder shall then have

the right to re-submit the complete Application Form within 2 (Two) Business Days of receipt of

intimation about rejection and the Issuer shall be bound to accept such re-submitted Application

Form. It is hereby clarified that the Issue Closing Date shall be deemed to be extended by such

number of days as may be required to accommodate the resubmission of Application Form in

case of a rejection.

26

B. ISSUE DETAILS

Terms for the issue of 300 listed, rated and redeemable non-convertible debentures of the face

value of Rs. 10,00,000 (Rupees Ten Lakh only) each, aggregating up to Rs. 30,00,00,000 (Rupees

Thirty Crores only) to be issued in one series at par.

Security Name Debentures

Issuer Vikram Hospital (Bengaluru) Private Limited

Type of Instrument Listed, rated and redeemable non-convertible debentures

(NCDs).

Denomination of the

Instrument/ Face Value Rs. 10,00,000 (Rupees Ten Lakhs only) per Debenture.

Nature of Instrument -

Seniority Senior

Mode of Issue Private placement

Eligible investors Please refer to Section II (A) (q) s. “Who can apply / Purchaser”

of the Information Memorandum.

Listing (including name of

Stock Exchange(s) where it

will be listed and timeline for

listing)

The Debentures are proposed to be listed on the WDM segment

of BSE within a period of 15 (fifteen) days from the Deemed Date

of Allotment of the Debentures. At the time of listing, this

Information Memorandum may be suitably changed as required

under the rules and applicable laws, without changing any

commercial terms.

In case of delay in listing of the Debentures beyond 15 (fifteen)

days from the Deemed Date of Allotment, the Company shall,

within 15 (fifteen) days from the end of the 15 (fifteen) days

from the Deemed Date of Allotment, purchase / redeem the

Debentures from the Debenture Holders.

Rating of the Instrument BWR B- (Stable) by Brickwork Ratings India Private Limited.

Issue Size Rs. 30,00,00,000 (Rupees Thirty Crores Only).

Option to retain

oversubscription (Amount)

No. In case of over-subscription, the number of Debentures

applied for by each Debenture Holder shall be reduced

proportionately.

Objects of the Issue / Details

of the utilization of the

Proceeds

The Issue proceeds shall be utilized for general corporate

purposes.

Coupon Rate Fixed 12% payable quarterly till maturity

Step Up/Step Down Coupon

Rate Not Applicable.

Coupon Payment Frequency Please refer the below section titled ‘Coupon Payment Dates’.

Coupon Payment Dates Payable quarterly till maturity)

Coupon Type Fixed.

Repayment Debentures to be redeemed at the end of the Tenor of the

Debentures

Prepayment Not Applicable.

Coupon Reset Process

(including rates, spread, Not Applicable.

27

effective date, interest rate

cap and floor etc).

Day Count Basis Actual / Actual.

Interest on Subscription

Amount

At the respective Coupon Rate on the Subscription Amount

from the date of receipt of Subscription Amount through RTGS

in the Current Account of the Issuer up to one day prior to the

Deemed Date of Allotment, which interest shall be paid by the

Company to the Debenture Holders along with the first

Coupon Payment.

Tenor

3 years and 1 month from the Deemed Date of Allotment, or

such extended period as may be agreed between the Company

and the Debenture Holders.

Principal Repayment Date /

Redemption Date and

Amount

Redemption of the Debentures would be at par the end of the

Tenor.

Redemption

Premium/Discount Debentures shall be redeemed at par.

Issue Price Rs. 10,00,000 (Rupees Ten Lakhs only) per Debenture to be

issued at par.

Discount at which security is

issued and the effective yield

as a result of such discount.

None

Put option Date / Put option

Price / Put Notification Date None.

Call Option Date / Call

Option Price / Call

Notification Date

None.

Face Value Rs. 10,00,000 (Rupees Ten Lakhs) per Debenture.

Minimum Application and in

multiples of Debt securities

thereafter

10 (Ten) Debentures of Rs. 10 lakh each and in multiples of 1

(one) Debenture thereafter.

Issue Timing

1. Issue Opening Date

2. Issue Closing Date

3. Pay-in Date

4. Deemed Date of Allotment

November 19, 2015

November 20, 2015

November 20, 2015

November 20, 2015

Issuance mode of the

Instrument Demat only.

Trading mode of the

Instrument Demat only.

Settlement mode of the

Instrument

By cheque(s)/ demand draft (s) / RTGS / NEFT or any other

mode which is permissible.

Depository NSDL

28

Business Day Convention

In determination of any period of days for the occurrence of an

event or the performance of any act or thing under this

Information Memorandum, the day on which the event is to

happen or the act or thing is to be done shall be excluded. For

instance, if the Coupon Payment Date falls on the 30th day of a

month, the Record Date which is 5 days prior to the Coupon

Payment Date shall be 25th day of that month.

If the Coupon Payment Date falls on a non-clearing day or any

day other than a Business Day, the payment shall be made by

the Issuer on the next Business Day and accordingly, the

Coupon shall be calculated until the next Business Day.

If the Principal Repayment Date falls on a non-clearing day or

any day other than a Business Day, redemption and accrued

interest shall be payable on the immediately previous Business

Day, and accordingly, the accrued interest shall be calculated

until the previous Business Day.

Record Date

5 days prior to each Coupon Payment Date / Principal

Repayment Date.

Security (where applicable)

(Including description, type

of security, type of charge,

likely date of creation of

security, minimum security

cover, revaluation,

replacement of security).

The Debentures shall be secured by the following security created in favour of the Debenture Trustee for the benefit of the Debenture Holders:

First and Exclusive Charge over the assets of the Issuer, pursuant to the Hypothecation Agreement;

Leasehold rights of the building - Collateral Security Until the Debentures are fully redeemed, or the Debenture

Payments are made, whichever is later, the Company shall not

create any further charge on the assets of the Company offered

under this Issue.

Transaction Documents

This Information Memorandum; The Debenture Trustee Agreement; The Hypothecation Agreement The Mortgage Deed; and Any other document that may be designated as a

transaction document by the Debenture Trustee.

Conditions Precedent to

Disbursement

Execution of the Transaction Documents; and Any other condition as provided in the Debenture Trustee

Agreement to be executed between the Company and the Debenture Trustee.

Condition Subsequent to

Disbursement

As provided in the Debenture Trustee Agreement to be executed between the Company and the Debenture Trustee.

Events of Default The happening of one or more of the following, which is not cured within a Cure Period (as defined in the Debenture Trust

29

Deed) of 30 (Thirty) days: Default in payment of the principal amount or any interest,

when the same falls due; Default is committed by the Company in the performance or

observance of any covenant, condition or provision contained in the Transaction Documents executed by the Company, including in the Debenture Trustee Agreement, including but not limited to non-payment of Debenture Payments, when due;

Breach of Warranties by the Company, as contained in the Debenture Trustee Agreement;

Non-creation of security; Other events as specified in the Debenture Trust Deed.

Provisions related to Cross

Default Clause Not applicable.

Debenture Trustee Milestone Trusteeship Services Private Limited

Role and Responsibilities of

Debenture Trustee Please refer to the Debenture Trust Deed

Governing Law and

Jurisdiction Indian Law, Mumbai

ANNEXURE 3

PART A

Abridged version of audited consolidated (wherever available) and standalone financial

information (like profit & loss statement, balance sheet and cash flow statement) for at least last

three years and auditor qualifications, if any.

Attached on the next page

PART B

Abridged version of latest audited / limited review half yearly consolidated (wherever available)

and standalone financial information (like profit & loss statement, and balance sheet) and auditors

qualifications, if any. *

N/A

* Issuer shall provide latest Audited or Limited Review Financials in line with timelines as mentioned

in Simplified Listing Agreement issued by SEBI vide circular No. SEBI/IMD/BOND/1/2009/11/05 dated

May 11, 2009 as amended from time to time, for furnishing / publishing its half yearly/ annual result.

Independent Auditors' Report To the Members of Vikram Hospitals (Bengaluru) Private Limited Report on the Financial Statements 1. We have audited the accompanying financial statements of Vikram Hospitals (Bengaluru) Private Limited, (“the Company”), which comprise the Balance Sheet as at 31 March 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information . 2. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements, that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. 3. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 6. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2013;

ii) in the case of Statement of Profit and Loss, of the loss for the year ended on that date; and iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. 7. Emphasis of Matter We draw attention to note 1.2 to the financial statements, which describes the uncertainty with regard to litigation between the Company and a lender and its operations, which currently cannot be reasonably ascertained. However, the Company is of the view that this litigation will not have a material impact on these financials statements. Consequently no adjustments have been recorded in these financial statements. Our opinion is not qualified in respect of this matter. 8. Report on Other Legal and Regulatory Requirements As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 9. As required by Section 227(3) of the Act, we report that: i) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; ii) in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. iii) the financial statements dealt with by this report are in agreement with the books of account; iv) in our opinion, the financial statements comply with the Accounting Standards referred to in subsection (3C) of Section 211 of the Act; and v) on the basis of written representations received from the directors, as on 31 March 2013 and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act. Annexure to the Independent Auditors’ Report of even date to the members of Vikram Hospitals (Bengaluru) Private Limited, on the financial statements for the year ended 31 March 2013. Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that: (i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets except for certain categories of fixed assets. (b) The fixed assets have not been physically verified by the management during the year and we are therefore unable to comment on the discrepancies, if any, which could have arisen on such verification. However, the management has conducted physical verification of fixed assets subsequent to the Balance Sheet date. (c) In our opinion, a substantial part of fixed assets has not been disposed off during the year. (ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year.

(b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and no material discrepancies were noticed on physical verification. (iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable. (e) The Company has taken interest free unsecured loans from two parties covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 119,520,570 and the year-end balance is Rs. 62,402,514. (f) In respect of interest free loans taken, the terms and conditions of loans taken by the Company are not, prima facie , prejudicial to the interest of the Company. (g) In respect of interest free loans taken, the principal amounts are repayable on demand and since the repayment of such loans has not been demanded, in our opinion, payment of the principal amount is regular. (iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory. However, the internal control system for purchases of fixed assets and sale of goods and services needs to be significantly strengthened. However, we are informed that the management is in the process of rectifying this control weakness subsequent to the Balance Sheet date. (v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered. (b) In our opinion, the transactions made in pursuance of such contracts or arrangements and exceeding the value of Rs. five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to the prevailing market prices at the relevant time. (vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable. (vii) The Company has an internal audit system, the scope and coverage of which, in our opinion, requires to be further enhanced to be commensurate with its size and the nature of its business. (viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company's services. Accordingly, the provisions of clause 4(viii) of the Order are not applicable. (ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Undisputed amounts

payable in respect thereof, which were outstanding at the year-end for a period of more than six months from the date they became payable are as follows:

Name of the Statute

Nature of the

Dues

Amount (Rs.)

Period to which the amount relates

Due Date Date of Payment

The Income-tax Act, 1961

Tax deducted at

Source

10,564,266 March 2012 to August 2012

7th of the following month

20 July 2013

The Employees’ Provident Funds And Miscellaneous Provisions Act, 1952

Provident fund

3,561,250 April 2012 to August 2012

20th of the following month

16 April 2013

Employee State Insurance Act, 1948

Contribution to

employee state

insurance

3,405,424 June 2011 to August 2012

21st of the following month

22 July 2013

(b) There are no dues in respect of income tax, sales tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute. (x) The Company has been registered for a period of less than five years. Accordingly, the provisions of clause 4(x) of the Order are not applicable. (xi) There are no dues payable to financial institutions or debenture-holders. The Company has defaulted in repayment of the following dues.

Name of the Bank Amount (Rs.)

Due date Default in days as at 31 March 2013*

United Bank of India (Principal)

14,816,000 31 December 2012 91

2,566,000 31 January 2013 60

2,566,000 28 February 2013 32

14,816,000 31 March 2013 1

United Bank of India (Interest)

10,629,302 31 October 2012 152

9,191,848 30 November 2012 122

9,513,667 31 December 2012 91

9,302,637 31 January 2013 60

8,759,229 28 February 2013 32

10,625,728 30 March 2013 2

* These amounts have subsequently been paid on 11 July 2013. (xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable. (xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, the provisions of clause 4(xiii) of the Order are not applicable. (xiv) In our opinion, the Company is not dealing or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable. (xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained. (xvii) In our opinion, no funds raised on short-term basis have been used for long-term investment by the Company. (xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable. (xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable. (xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable. (xxi) No fraud on or by the company has been noticed or reported during the period covered by our audit.

Vikram Hospital (Bengaluru) Private LimitedBalance Sheet as at 31 March 2013(All amounts are in ₹, unless otherwise stated)

As at As at

31 March 2013 31 March 2012

EQUITY AND LIABILITIES

Shareholder's funds

Share capital 2.1 44,94,91,900 44,94,91,900

Reserves and surplus 2.2 (71,70,62,705) (40,60,77,036)

(26,75,70,805) 4,34,14,864

Non-current liabilities

Long-term borrowings 2.3 73,90,93,073 79,05,68,006

Other long-term liabilities 2.4 6,10,43,454 5,49,93,406

Long-term provisions 2.5 55,73,779 50,63,145

80,57,10,306 85,06,24,557

Current liabilities

Short-term borrowings 2.6 10,03,88,856 6,47,69,480

Trade payables 2.7 17,57,74,464 11,21,81,156

Other current liabilities 2.8 45,71,63,443 32,43,84,312

Short-term provisions 2.9 4,38,267 4,03,514

73,37,65,030 50,17,38,462

1,27,19,04,531 1,39,57,77,883

ASSETS

Non-current assets

Fixed assets

Tangible assets 2.10 97,41,45,065 1,08,99,28,668

Intangible assets 2.10 17,87,221 18,52,528

Capital work-in-progress 10,41,65,379 11,09,83,237

1,08,00,97,665 1,20,27,64,433

Long-term loans and advances 2.11 12,28,56,504 11,06,69,205

1,20,29,54,169 1,31,34,33,638

Current assets

Inventories 2.12 2,51,47,067 2,46,41,306

Trade receivables 2.13 2,24,41,393 3,65,92,971

Cash and cash equivalents 2.14 91,68,961 1,02,61,339

Short-term loans and advances 2.15 46,68,974 78,47,848

Other current assets 2.16 75,23,967 30,00,781

6,89,50,362 8,23,44,245

1,27,19,04,531 1,39,57,77,883

Significant accounting policies 1 -

Notes 1 to 2.38 form an integral part of these financial statements.

This is the Balance Sheet referred to in our report of even date.

For Walker, Chandiok & Co For and on behalf of the Board of Directors of

Chartered Accountants Vikram Hospital (Bengaluru) Private Limited

per Aasheesh Arjun Singh Dr S B Vikram Sudhir Pai J

Partner Managing Director

Brinda T B

Company Secretary

Bengaluru Bengaluru

30 September 2013 30 September 2013

Executive Director &

CEO

Note

Vikram Hospital (Bengaluru) Private LimitedStatement of Profit and Loss for the year ended 31 March 2013(All amounts are in ₹, unless otherwise stated)

Year ended Year ended

31 March 2013 31 March 2012

INCOME

Revenue from operations 2.17 70,13,54,938 51,25,65,236

Other income 2.18 41,47,313 42,66,381

Total income 70,55,02,251 51,68,31,617

EXPENSES

Surgical disposables and medical stores consumed 2.19 17,67,95,623 14,74,58,956

Professional fees paid to consultants and doctors 18,45,28,412 15,30,30,094

Employee benefit expenses 2.20 11,46,76,996 11,32,95,262

Rent 2.21 10,01,09,349 7,51,91,933

Depeciation 2.10 6,29,56,063 6,29,95,820

Other operating expenses 2.22 12,59,93,739 12,32,33,092

Provision for doubtful debts 3,38,06,061 -

Total expenses 79,88,66,243 67,52,05,157

Loss before Interest, tax and prior period expense (9,33,63,992) (15,83,73,540)

Financial costs 2.23 13,02,42,404 11,81,49,477

Loss before tax and prior period expense (22,36,06,396) (27,65,23,017)

Prior period expenses 2.33 8,73,79,273 -

Loss before Taxation (31,09,85,669) (27,65,23,017)

Tax expense - -

Loss for the year (31,09,85,669) (27,65,23,017)

Earnings/(loss) per equity share (Par value Rs. 100 each)

-Basic and diluted (69.19) (61.52)

Weighted average number of shares used in computing

earnings/(loss) per share

-Basic and diluted 2.31 44,94,919 44,94,919

Significant accounting policies 1


This is the Statement of Profit and Loss referred to in our report of

even date.





Brinda T B

Company Secretary

Bengaluru Bengaluru


Note


CEO

Vikram Hospital (Bengaluru) Private LimitedCash Flow Statement for the year ended 31 March 2013(All amounts are in ₹, unless otherwise stated)

For the year ended For the year ended

31 March 2013 31 March 2012

Cash flow from operating activities

Loss before prior period and tax expense (22,36,06,396) (27,65,23,017)

Adjustments for:

Depreciation 6,29,56,063 6,29,95,820

Interest expense 13,02,42,404 11,99,88,777

Provision for doubtful debts 3,38,06,061 -

EBITDA 33,98,132 (9,35,38,420)

Changes in trade receivables (1,96,54,483) (3,27,59,993)

Changes in inventories (5,05,761) 59,93,323

Changes in other current assets (45,23,186) 14,70,925

Changes in loans and advances 29,95,728 (26,56,413)

Changes in trade payables 6,35,93,308 6,88,29,199

Changes in current liabilities and provisions 9,53,06,856 6,64,53,364

Cash generated from operations 14,06,10,594 1,37,91,985

Income taxes paid -TDS (1,20,04,153) (65,75,275)

Net cash generated from operating activities 12,86,06,441 72,16,710

Cash flow from investing activities

Sale of fixed assets - 74,53,129

Purchase of fixed assets and movement in CWIP (3,27,77,823) (8,97,02,543)

Net cash used in investing activities (3,27,77,823) (8,22,49,414)

Cash flow from financing activities

Advance received from Holding Company 4,26,20,306 13,74,77,116

Advance refunded to Holding Company (26,52,523) (5,91,67,248)

Loan received from directors 1,32,14,000 11,56,18,127

Repayment of Loan received from directors (6,14,89,000) (6,86,60,395)

Proceeds of long-term borrowings 14,28,56,710 5,92,33,935

Repayment of long-term borrowings (15,92,50,496) (1,45,21,631)

Interest paid (7,22,19,993) (11,99,88,777)

Net cash generated / (used in) from financing activities (9,69,20,996) 4,99,91,127

Net changes in cash and cash equivalents (10,92,378) (2,50,41,577)

Cash and cash equivalents at the beginning of the year 1,02,61,339 3,53,02,916

Cash and cash equivalents at the end of the year 91,68,961 1,02,61,339


This is the Cash Flow Statement referred to in our report of even date.




Partner Managing Director Executive

Director & CEO

Brinda T B

Company Secretary

Bengaluru Bengaluru


Independent Auditors’ Report

To the Members of Vikram Hospital (Bengaluru) Private Limited

Report on the Financial Statements

1. We have audited the accompanying financial statements of Vikram Hospital (Bengaluru) Private

Limited (“the Company”) which comprise the Balance Sheet as at 31 March 2014, the Statement of

Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant

accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

2. Management is responsible for the preparation of these financial statements, that give a true and fair

view of the financial position and financial performance of the Company in accordance with the

accounting principles generally accepted in India, including the Accounting Standards notified under

the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13 September

2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

This responsibility includes the design, implementation and maintenance of internal control relevant

to the preparation and presentation of the financial statements that give a true and fair view and are

free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with the Standards on Auditing issued by the Institute of

Chartered Accountants of India. Those Standards require that we comply with ethical requirements

and plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditors’ judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal control

relevant to the Company’s preparation and fair presentation of the financial statements in order to

design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of Company’s internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of the accounting

estimates made by management, as well as evaluating the overall presentation of the financial

statements.

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

for our qualified audit opinion.

Basis for Qualified Opinion

6. During the year, the Company has not accrued interest aggregating to Rs. 242.82 lakhs due on its term loan and

funded interest term loan from a bank in accordance with the terms of the relevant agreements. Had the company

provided for interest in accordance with the terms of the aforesaid agreements, the loss for the year and other current

liabilities as at 31 March 2014 would have been higher by Rs. 242.82 lakhs and the reserves and surplus and the

contingent liabilities as at that date as disclosed under note 2.26 to the financial statements would have been lower by

Rs. 242.82 lakhs.

7. Due to an ongoing dispute between the Company and the United Bank of India (‘UBI’) pertaining to the repayment

of the outstanding loan including the funded interest amounting to Rs. 7,935.06 lakhs, the entire loan, including the

funded interest has been demanded by UBI during the year ended 31 March 2014, under the Securitization &

Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002. Based on a legal opinion, the

Company has classified the loan and funded interest as per the original repayment schedule. Pending final outcome of

the dispute, we are unable to comment upon classification of the loan in to non-current and current liabilities in the

financial statements.

8. We report that during the year, the Company has invested Rs. 2,107.00 lakhs in Compulsorily Convertible

Debentures issued by a private limited company, and has also provided for Rs. 1,053.39 lakhs towards other than

temporary diminution in the carrying value of the said investment. However, in the absence of sufficient appropriate

audit evidence regarding the basis of such investment and management’s assessment of other than temporary

diminution, we are unable to comment upon the same and consequential impact thereof on the accompanying financial

statements.

Opinion

9. In our opinion and to the best of our information and according to the explanations given to us,

except for the effects of the matters described in the Basis for Qualified Opinion paragraphs no. 6 and 7, and the

possible effects of the matter described in the Basis for Qualified Opinion paragraph no. 8, the financial statements

give the information required by the Act in the manner so required and give a true and fair view in

conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014;

ii) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and

iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matter

10. We draw attention to note 1.2 to the financial statements which describes the uncertainty in relation

to the litigation between the Company and the lender in connection with the proceedings under

Securitization & Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002.

Pending final outcome of the aforesaid matter, which is presently unascertainable, no adjustments

have been made in the accompanying financial statements. Our opinion is not qualified in respect of

this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central

Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the

Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

12. As required by Section 227(3) of the Act, we report that:

a. except as described in the Basis for Qualified Opinion paragraphs no. 7 and 8, we have

obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so

far as appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books of account;

d. except for the effects of the matters described in the Basis for Qualified Opinion paragraphs no. 6 and 7, and the

possible effects of the matter described in the Basis for Qualified Opinion paragraph no. 8, in our opinion, the

financial statements comply with the Accounting Standards notified under the Companies Act,

1956 read with the General Circular 15/2013 dated 13 September 2013 of the Ministry of

Corporate Affairs in respect of Section 133 of the Companies Act, 2013 ; and

e. on the basis of written representations received from the directors, as on 31 March 2014 and

taken on record by the Board of Directors, none of the directors is disqualified as on 31 March

2014 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274

of the Act.

For Walker Chandiok & Co LLP (Formerly Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N/N500013

per Aasheesh Arjun Singh Partner Membership No.: 210122

Bengaluru 29 September 2014

Annexure to the Independent Auditors’ Report of even date to the members of Vikram Hospital (Bengaluru) Private Limited on the financial statements for the year ended 31 March 2014 Based on the audit procedures performed for the purpose of reporting a true and fair view on the financial statements of the Company and taking into consideration the information and explanations given to us and the books of account and other records examined by us in the normal course of audit, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets. (b) The fixed assets have been physically verified by the management during the year and material discrepancies were noticed on such verification. These have been properly dealt with in the books of account. In our opinion, the frequency of verification of fixed assets is reasonable having regard to the size of the Company and the nature of its assets. (c) In our opinion, a substantial part of fixed assets has not been disposed off during the year.

(ii) (a) The management has conducted physical verification of inventory at reasonable intervals during the year. (b) The procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) The Company is maintaining proper records of inventory and material discrepancies noticed on physical verification have been properly dealt with in the books of account.

(iii) (a) The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clauses 4(iii)(b) to 4(iii) (d) of the Order are not applicable. (e) The Company has taken an interest-free unsecured loans from one party covered in the register maintained under Section 301 of the Act. The maximum amount outstanding during the year is Rs. 624.02 lakhs and the year-end balance is Nil. (f) In our opinion, the interest-free nature and other terms and conditions of the loan taken by the Company are not, prima facie, prejudicial to the interest of the Company. (g) In respect of interest-free loan taken, the principal amounts are repayable on demand and since the Company has fully repaid the principal amount during the year, in our opinion, payment of the principal amount is regular.

(iv) In our opinion, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory. However, the internal control system for purchases of fixed assets and sale of goods and services needs to be further strengthened to be commensurate with the size of the Company and nature of its business operations. In our opinion, there is a continuing failure to correct major weaknesses in the internal control system, which prevailed as at the balance sheet date. However, we are informed that the management is in the process of rectifying this control weakness subsequent to the Balance Sheet date.

(v) (a) In our opinion, the particulars of all contracts or arrangements that need to be entered into the register maintained under Section 301 of the Act have been so entered. (b) Owing to the unique and specialized nature of the items involved and in the absence of any comparable prices, we are unable to comment as to whether the transactions made in

pursuance of such contracts or arrangements have been made at the prevailing market prices at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the Companies (Acceptance of Deposits) Rules, 1975. Accordingly, the provisions of clause 4(vi) of the Order are not applicable.

(vii) The Company has an internal audit system, the scope and coverage of which, in our opinion, requires to be further enhanced to be commensurate with its size and the nature of its business.

(viii) To the best of our knowledge and belief, the Central Government has not prescribed maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act, in respect of Company's products and services. Accordingly, the provisions of clause 4(viii) of the Order are not applicable.

(ix) (a) Undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues, as applicable, have not been regularly deposited with the appropriate authorities and there have been significant delays in a large number of cases. Further, no undisputed amounts payable in respect thereof were outstanding at the year-end for a period of more than six months from the date they became payable. (b) There are no dues in respect of income-tax, sales-tax, wealth tax, service tax, customs duty, excise duty and cess that have not been deposited with the appropriate authorities on account of any dispute.

(x) In our opinion, the Company’s accumulated losses at the end of the financial year are more than fifty percent of its net worth. The Company has incurred cash losses in the current and the immediately preceding financial year. The accumulated losses, net worth and cash losses has been considered after giving effect of the matter described in the Basis for Qualified Opinion.

(xi) There are no dues payable to financial institutions or debenture-holders. The Company has defaulted in the repayment of following dues to a bank during the year.

Name of the bank

Principal amount (Rs. in Lakhs)

Interest amount (Rs. in Lakhs)

Due date Delay/ Default in days

United Bank of India

- 106.29 31 October 2012 253*

- 91.92 30 November 2012

223*

148.16 95.14 31 December 2012

192*

25.66 93.03 31 January 2013 161*

25.66 87.59 28 February 2013 133*

148.16 106.26 31 March 2013 102*

25.66 88.67 30 April 2013 Not paid till date

25.66 89.55 31 May 2013 Not paid till date

148.16 90.45 30 June 2013 Not paid till date

25.66 91.35 31 July 2013 Not paid till date

25.66 82.99 31 August 2013 Not paid till date

148.16 83.78 30 September 2013

Not paid till date

25.66 84.62 31 October 2013 Not paid till date

25.66 85.46 30 November 2013

Not paid till date

180.66 86.32 31 December 2013

Not paid till date

25.66 87.18 31 January 2014 Not paid till date

25.66 88.05 28 February 2014 Not paid till date

180.66 88.93 31 March 2014 Not paid till date

* These amounts have been paid on 11 July 2013. Further, considering the matters described in paragraphs no. 6 of Basis for Qualified Opinion and paragraphs no. 10 of Emphasis of Matter, we are unable to determine whether there is any other default in the repayment of dues to a bank.

(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Accordingly, the provisions of clause 4(xii) of the Order are not applicable.

(xiii) In our opinion, the Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly, provisions of clause 4(xiii) of the Order are not applicable.

(xiv) In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Order are not applicable.

(xv) The Company has not given any guarantees for loans taken by others from banks or financial institutions. Accordingly, the provisions of clause 4(xv) of the Order are not applicable.

(xvi) In our opinion, the Company has applied the term loans for the purpose for which these loans were obtained.

(xvii) In our opinion, the Company has used funds raised on short-term basis for long-term investment. The Company has used short term funds amounting to Rs. 4095.17 lakhs for funding losses of the Company.

(xviii) During the year, the Company has not made any preferential allotment of shares to parties or companies covered in the register maintained under Section 301 of the Act. Accordingly, the provisions of clause 4(xviii) of the Order are not applicable.

(xix) The Company has neither issued nor had any outstanding debentures during the year. Accordingly, the provisions of clause 4(xix) of the Order are not applicable.

(xx) The Company has not raised any money by public issues during the year. Accordingly, the provisions of clause 4(xx) of the Order are not applicable.

(xxi) No fraud on or by the Company has been noticed or reported during the period covered by our audit.

For Walker Chandiok & Co LLP (Formerly Walker, Chandiok & Co) Chartered Accountants Firm Registration No.: 001076N/N500013

per Aasheesh Arjun Singh Partner Membership No.: 210122

Bengaluru 29 September 2014

Vikram Hospital (Bengaluru) Private LimitedBalance Sheet as at 31 March 2014(All amounts are in Rs in lacs, unless otherwise stated)

As at As at

31 March 2014 31 March 2013


Shareholder's funds

Share capital 2.1 12,036.16 4,494.92

Reserves and surplus 2.2 (9,837.74) (7,170.63)

2,198.42 (2,675.71)


Long-term borrowings 2.3 6,399.63 7,390.93

Other long-term liabilities 2.4 568.70 604.34

Long-term provisions 2.5 52.98 55.74

7,021.30 8,051.01

Current liabilities

Short-term borrowings 2.6 359.57 1,003.89

Trade payables 2.7 953.71 1,757.75

Other current liabilities 2.8 3,639.82 4,578.02

Short-term provisions 2.9 5.26 4.39

4,958.35 7,344.05

14,178.07 12,719.35

ASSETS

Non-current assets

Fixed assets

Tangible assets 2.10.a 9,341.01 9,741.45

Intangible assets 2.10.b 35.23 17.87

Capital work-in-progress 1,050.08 1,041.65

10,426.32 10,800.97

Long-term loans and advances 2.11 1,404.93 1,228.56

Investment -Perspicazz Consulting Pvt Ltd. 2.12 1,483.61 -

13,314.86 12,029.53

Current assets

Inventories 2.12 264.58 251.47

Trade receivables 2.13 330.21 224.41

Cash and cash equivalents 2.14 132.51 91.69

Short-term loans and advances 2.15 64.05 46.69

Other current assets 2.16 71.85 75.24

863.21 689.50

14,178.07 12,719.03


Other explanatory notes to the financial statements 2



For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of



Partner Managing Director Executive Director

& CEO

Brinda T B

Company Secretary

Bengaluru Bengaluru

Note

Vikram Hospital (Bengaluru) Private LimitedStatement of Profit and Loss for the year ended 31 March 2014(All amounts are in Rs in lacs, unless otherwise stated)


31 March 2014 31 March 2013

INCOME

Revenue from operations 2.17 8,276.39 7,013.54

Other income 2.18 43.18 41.47

Total income 8,319.58 7,055.01

EXPENSES

Consumption of surgical disposables other consumables 2.19 1,489.09 1,335.11

Purchase of traded goods 518.55 438.29

Increase in inventory of traded goods 2.20 (5.96) (5.45)

Professional fees paid to consultants and doctors 2,070.76 1,845.28

Employee benefit expenses 2.21 1,323.49 1,146.77

Provision for doubtful receivables 41.68 338.06

Rent 2.22 877.72 1,001.09

Other operating expenses 2.23 1,480.36 1,259.94

Total expenses 7,795.69 7,359.09

523.89 (304.08)

Finance costs 2.24 1,459.73 1,302.42

(935.84) (1,606.50)

Depeciation and amortisation (also refer note 2.24) 2.25 664.36 629.56

Prior period expenses 2.34 13.52 873.79

Profit before exceptional and extrodinary items and tax (1,613.72) (3,109.86)

Exceptional provision for long term investment 1,053.39 -

Loss Before Tax (EBIT) (2,667.12) (3,109.86)

Tax expense

- Current tax charge - -

- Deferred tax charge/ (credit) for the year - -

Loss for the year (2,667.12) (3,109.86)

Loss per equity share (Par value Rs. 100 each)

-Basic and diluted (28.78) (69.19)


Other explanatory notes to the financial statements 2


This is the Statement of Profit and Loss referred to in our report of

even date.





Brinda T B

Company Secretary

Bengaluru Bengaluru

Note


CEO

Earnings/ (Loss) before Interest, Tax, Depreciation and Prior period items

(EBITDA)

Loss before Tax, Depreciation and Prior period items (EBITDA)

Vikram Hospital (Bengaluru) Private LimitedCash Flow Statement for the year ended 31 March 2014(All amounts are in lacs, unless otherwise stated)

For the year ended For the year ended

31 March 2014 31 March 2013

Cash flow from operating activities

Loss after prior period and tax expense (2,667.12) (3,109.86)

Adjustments for: -

Prior period expenses 13.52 873.79

Depreciation 664.36 629.56

Interest on bank deposits - -

Interest expense 1,459.73 1,302.42

Advances written off 65.00 -

Provision for doubtful debts 41.68 338.06

EBITDA (422.82) 33.98

Changes in trade receivables (147.48) (196.54)

Changes in inventories (13.11) (5.06)

Changes in other current assets 3.39 (45.23)

Changes in loans and advances (259.75) 29.96

Changes in trade payables (804.05) 635.93

Changes in current liabilities and provisions (1,020.11) 953.07

Cash generated from operations (2,663.95) 1,406.11

Income taxes paid -TDS (162.65) (120.04)

Net cash generated from operating activities (2,826.60) 1,286.06

Cash flow from investing activities

Purchase of fixed assets and movement in CWIP (590.24) (327.78)

Investment in debentures (1,483.61) -

Transfer of assets (173.82) -

Net cash used in investing activities (2,247.68) (327.78)

Cash flow from financing activities

Proceeds from issue of share capital 7,541.24 -

Advance received from VHPL - 426.20

Advance refunded to VHPL (624.03) (26.53)

Loan received from directors 70.00 132.14

Repayment of loan received from directors (69.60) (614.89)

Proceeds of long-term borrowings - 1,428.57

Repayment of long-term borrowings (833.22) (1,592.50)

Prior period expenses (13.52) -

Interest paid (955.78) (722.20)

Net cash generated / (used in) from financing activities 5,115.10 (969.21)

Net changes in cash and cash equivalents 40.82 (10.92)

Cash and cash equivalents at the beginning of the year 91.69 102.61

Cash and cash equivalents at the end of the year 132.51 91.69





Partner Managing Director Executive

Director & CEO

Brinda T B

Company Secretary

Bengaluru Bengaluru

Independent Auditor’s Report

To the Members of Vikram Hospital (Bengaluru) Private Limited

Report on the Financial Statements

1. We have audited the accompanying standalone financial statements of Vikram Hospital(Bengaluru) Private Limited (“the Company”), which comprise the Balance Sheet as at31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 (“the Act”) with respect to the preparation of these financial statements,that give a true and fair view of the financial position, financial performance and cash flows ofthe Company in accordance with the accounting principles generally accepted in India,including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014 (as amended). This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Act;safeguarding the assets of the Company; preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementation and maintenance of adequateinternal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement,whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit.

4. We have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of theAct and the Rules made thereunder.

5. We conducted our audit in accordance with the Standards on Auditing specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the financial statements. The procedures selected depend on the auditor’sjudgment, including the assessment of the risks of material misstatement of the financialstatements, whether due to fraud or error. In making those risk assessments, the auditorconsiders internal financial controls relevant to the Company’s preparation of the financial

statements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on whetherthe Company has in place an adequate internal financial controls system over financial reportingand the operating effectiveness of such controls. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company’s Directors, as well as evaluating the overall presentation ofthe financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to providea basis for our qualified audit opinion on the financial statements.

Basis for Qualified Opinion

8. We report that :a. During the year ended 31 March 2014, the Company had invested ₹ 2,107 Lakhs in

Compulsorily Convertible Debentures issued by a private limited company and had alsoprovided for ₹ 1,053.39 Lakhs towards other than temporary diminution in the value of thesaid investment as at that date. During the year, the Company has written off the investmentof ₹2,022.22 Lakhs after realizing ₹ 84.78 Lakhs on redemption of such investment. However,in the absence of sufficient, appropriate audit evidence regarding the basis of such investmentand management’s assessment of other than temporary diminution of such investment, weare unable to comment on these transactions and consequential impact thereof on theaccompanying financial statements. Our audit opinion on the financial statements for the yearended 31 March 2014 was also qualified in respect of this matter.

b. As stated in note 1.2 to the financial statements, pursuant to the approval of a One TimeSettlement (‘OTS’) by a lender, the Company has written-back interest accrued fromOctober 2012 to March 2014 amounting to ₹ 1,892.40 Lakhs directly to Reserves and Surplusinstead of crediting the same to the Statement of Profit and Loss, which is not in accordancewith the Accounting Standard 5 ‘Net Profit or Loss for the Period, Prior Period Items andChanges in Accounting Policies’ specified under Section 133 of the Companies Act, 2013 readwith Rule 7 of the Companies (Accounts) Rules, 2014. Had the Company written back suchinterest to Statement of Profit and Loss, the loss for the year ended 31 March 2015 wouldhave been lower by ₹ 1,892.40 Lakhs.

Qualified Opinion

9. In our opinion and to the best of our information and according to the explanations given tous, except for the possible effects of the matter described in paragraph 8(a) above and theeffect of the matter described in paragraph 8(b) above under the Basis for Qualified Opinionparagraph, the aforesaid financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accounting principlesgenerally accepted in India, of the state of affairs of the Company as at 31 March 2015, and itsloss and its cash flows for the year ended on that date.

Emphasis of Matter

10. We draw attention to note 1.2 to the financial statements which describes the litigation betweenthe Company and a lender in connection with the proceedings under Securitization &Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002 and approval bya lender of the OTS arrangement with the Company, subsequent to the year ended 31 March2015. Basis the OTS, the Company has to remit ₹ 7,380 Lakhs within the prescribed timeline ascomplete settlement of outstanding dues to the said lender. The validity of the OTS is subject tothe Company’s ability to settle the outstanding dues within the prescribed timeline that isdependent on the financial support by the holding company. Our opinion is not qualified inrespect of this matter.

Report on Other Legal and Regulatory Requirements

11. As required by the Companies (Auditor’s Report) Order, 2015 (“the Order”) issued by theCentral Government of India in terms of Section 143(11) of the Act, we give in the Annexure astatement on the matters specified in paragraphs 3 and 4 of the Order.

12. As required by Section 143(3) of the Act, we report that:

a. except for the possible effect of the matter described in paragraph 8(a) under the Basisfor Qualified Opinion paragraph, we have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for thepurpose of our audit;

b. except for the possible effects of the matter described in paragraph 8(a) and the effect ofthe matter described in paragraph 8(b) above under the Basis for Qualified Opinionparagraph, in our opinion, proper books of account as required by law have been kept bythe Company so far as it appears from our examination of those books;

c. the financial statements dealt with by this report are in agreement with the books ofaccount;

d. except for the possible effects of the matter described in paragraph 8(a) and the effect ofthe matter described in paragraph 8(b) above under the Basis for Qualified Opinionparagraph above, in our opinion, the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act, read with Rule 7 of theCompanies (Accounts) Rules, 2014 (as amended);

e. on the basis of the written representations received from the directors as on31 March 2015 and taken on record by the Board of Directors, none of the directors isdisqualified as on 31 March 2015 from being appointed as a director in terms ofSection 164(2) of the Act;

f. the qualification relating to the maintenance of accounts and other matters connectedtherewith are as stated in the Basis for Qualified Opinion paragraph;

g. with respect to the other matters to be included in the Auditor’s Report in accordance withRule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best ofour information and according to the explanations given to us:

i. as detailed in Notes 1.2 and 2.26 to the financial statements, the Company has disclosedthe impact of pending litigations on its financial position;

ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. there were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.

For Walker Chandiok & Co LLP(Formerly Walker, Chandiok & Co)Chartered AccountantsFirm’s Registration No.: 001076N/N500013

per Aasheesh Arjun SinghPartnerMembership No.: 210122

Bengaluru25 September 2015

Annexure to the Independent Auditor’s Report of even date to the members of VikramHospital (Bengaluru) Private Limited, on the financial statements for the year ended31 March 2015

Based on the audit procedures performed for the purpose of reporting a true and fair view on thefinancial statements of the Company and taking into consideration the information and explanationsgiven to us and the books of account and other records examined by us in the normal course of audit,we report that:

(i) (a) The Company has maintained proper records showing full particulars, includingquantitative details and situation of fixed assets.

(b) All fixed assets have not been physically verified by the management during the year,however, there is a regular program of verification once in three years, which, in ouropinion, is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification.

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year.

(b) The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) The Company is maintaining proper records of inventory and no material discrepanciesbetween physical inventory and book records were noticed on physical verification.

(iii) The Company has not granted any loan, secured or unsecured to companies, firms orother parties covered in the register maintained under Section 189 of the Act.Accordingly, the provisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are notapplicable.

(iv) In our opinion, there is an adequate internal control system commensurate with the size ofthe Company and the nature of its business for the purchase of inventory and for the sale ofgoods and services. However, the internal control system for purchases of fixed assets needsto be further strengthened to be commensurate with the size of the Company and the natureof its business operations. In our opinion, there is a continuing failure to correct majorweakness in the internal control system, which prevailed as at the Balance Sheet date.However, we are informed that the management is in the process of rectifying this controlweakness subsequent to the Balance Sheet date.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended).Accordingly, the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the Rules made by the Central Government for the maintenance of cost recordsunder sub-section (1) of Section 148 of the Act in respect of Company’s services and areof the opinion that, prima facie, the prescribed accounts and records have been madeand maintained. However, we have not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

(vii)(a) The Company is regular in depositing undisputed statutory dues including providentfund, employees’ state insurance, income-tax, sales-tax, wealth tax, service tax, duty ofcustoms, duty of excise, value added tax, cess and other material statutory dues, asapplicable, with the appropriate authorities. Further, no undisputed amounts payable inrespect thereof were outstanding at the year-end for a period of more than six monthsfrom the date they become payable.

(b) There are no dues in respect of income-tax, sales-tax, wealth tax, service tax, duty ofcustoms, duty of excise, value added tax and cess that have not been deposited with theappropriate authorities on account of any dispute.

(c) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company in accordance with the relevantprovisions of the Companies Act, 1956 (1 of 1956) and rules made thereunder.Accordingly, the provisions of clause 3(vii)(c) of the Order are not applicable.

(viii) In our opinion, the Company’s accumulated losses at the end of the financial year aremore than fifty percent of its net worth. The Company has incurred cash losses in thecurrent and the immediately preceding financial year.

(ix) There are no dues payable to financial institutions or debenture-holders. The Companyhas defaulted in repayment of dues to the following banks:

Name of thebank

Principalamount (₹ in

Lakhs)

Interestamount (₹ in

Lakhs) *

Due date Default indays

United Bank ofIndia

25.66 88.67 30 April 2013

Not paid tilldate (Refernote below)

25.66 89.55 31 May 2013148.16 90.45 30 June 2013

25.66 91.35 31 July 201325.66 82.99 31 August 2013

148.16 83.78 30 September 201325.66 84.62 31 October 201325.66 85.46 30 November 2013

180.66 86.32 31 December 201325.66 87.18 31 January 201425.66 88.05 28 February 2014

180.66 88.93 31 March 201425.66 89.82 30 April 201425.66 90.72 31 May 2014

180.66 91.62 30 June 201425.66 92.54 31 July 201425.66 93.47 31 August 2014

180.66 94.40 30 September 201425.66 95.35 31 October 201425.66 96.30 30 November 2014

155.00 97.26 31 December 2014- 98.23 31 January 2015- 99.22 28 February 2015

155.00 100.21 31 March 2015

* As more fully described in note 1.2 to the financial statements and paragraph 8(b)above, on 27 August 2015, subsequent to the year end, the lender has approved OTSwith the Company. In accordance with the terms of the OTS, the Company has to remitRs. 7,380 Lakhs within the prescribed timeline as complete settlement of theoutstanding dues and accordingly interest amounting to ₹ 2,186.49 Lakhs as included inthe above table would not be payable. Accordingly, interest amounting to ₹ 1,047.35Lakhs has been adjusted to Reserves and Surplus and ₹ 1,139.14 Lakhs has beenreversed in the Finance cost for the year ended 31 March 2015.

(x) The Company has not given any guarantees for loans taken by others from banks orfinancial institutions. Accordingly, the provisions of clause 3(x) of the Order are notapplicable.

(xi) In our opinion, the Company has applied the term loans for the purpose for which these loanswere obtained.

(xii) No fraud on or by the Company has been noticed or reported during the period covered byour audit.

For Walker Chandiok & Co LLP(Formerly Walker, Chandiok & Co)Chartered AccountantsFirm’s Registration No.: 001076N/N500013

per Aasheesh Arjun SinghPartnerMembership No.: 210122

Bengaluru25 September 2015

(0.00)

Vikram Hospital (Bengaluru) Private Limited 1

Balance Sheet as at 31 March 2015(All amounts are in ₹ in lakhs, unless otherwise stated)

As at As at

31 March 2015 31 March 2014


Shareholder's funds

Share capital 2.1 12,036.16 12,036.16

Reserves and surplus 2.2 (9,510.14) (9,837.81)

2,526.02 2,198.35


Long-term borrowings 2.3 3.94 6,399.63

Other long-term liabilities 2.4 547.83 568.70

Long-term provisions 2.5 73.62 52.98

625.39 7,021.32

Current liabilities

Short-term borrowings 2.6 303.13 359.57

Trade payables 2.7 1,109.93 953.71

Other current liabilities 2.8 7,532.83 3,574.83

Short-term provisions 2.9 30.68 5.26

8,976.57 4,893.37

12,127.98 14,113.04

ASSETS

Non-current assets

Fixed assets

Tangible assets 2.10a 9,825.31 9,340.99

Intangible assets 2.10b 19.31 35.23

Capital work-in-progress - 1,050.08

9,844.62 10,426.30

Non-current investments 2.11 - 1,483.61

Long-term loans and advances 2.12 1,453.64 1,404.93

11,298.26 13,314.84

Current assets

Inventories 2.13 193.33 199.58

Trade receivables 2.14 401.54 330.21

Cash and cash equivalents 2.15 93.59 132.51

Short-term loans and advances 2.16 39.91 64.05

Other current assets 2.17 101.35 71.85

829.72 798.20

12,127.98 14,113.04

Summary of significant accounting policies 1

Other explanatory information to the financial statements 2.1 - 2.39

The accompanying notes are an integral part of the financial statements.



(Formerly Walker, Chandiok & Co) Vikram Hospital (Bengaluru) Private Limited

Chartered Accountants

per Aasheesh Arjun Singh Sudhir Variyar Sudhir Pai J

Partner Director Executive Director &

Chief Executive Officer

Bengaluru DIN : 00168672 DIN : 01274514

25 September 2015 Bengaluru Bengaluru

Brinda T B

Company Secretary

Membership No.: A 32785

Bengaluru

Note

25 September 2015

Vikram Hospital (Bengaluru) Private LimitedStatement of Profit and Loss for the year ended 31 March 2015(All amounts are in ₹ in lakhs, unless otherwise stated)


31 March 2015 31 March 2014

INCOME

Revenue from operations 2.18 9,750.89 8,146.63

Other income 2.19 170.95 172.94

Total income 9,921.84 8,319.57

EXPENSES

Consumption of surgical disposables and other consumables 2.20 1,635.22 1,424.09

Purchase of traded goods 627.93 518.55

(Increase) / decrease in inventory of traded goods 2.21 (3.87) (5.96)

Employee benefit expenses 2.22 1,720.46 1,323.49

Other operating expenses 2.23 1,956.07 1,545.42

Professional charges to doctors 2,570.08 2,070.76

Rent (refer note 2.30) 900.32 877.72

Bad debts written-off 48.38 -


Prior period expenses 2.31 - 13.52

Total expenses 9,488.41 7,809.27

433.43 510.30

Depreciation and amortisation 2.25 953.52 664.37

(520.09) (154.07)

Finance costs 2.24 75.82 1,459.72

Loss before exceptional items and tax (595.91) (1,613.79)

Exceptional items (Refer note 2.11) 968.82 1,053.39

Loss Before Tax (EBT) (1,564.73) (2,667.18)

Tax expense

- Current tax charge - -

- Deferred tax charge/ (credit) for the year - -

Loss for the year (1,564.73) (2,667.18)

Loss per equity share (Par value Rs. 100 each)

-Basic and diluted 2.33 (16.88) (28.78)

Summary of significant accounting policies 1

Other explanatory information to the financial statements 2.1 - 2.39

The accompanying notes are an integral part of the financial statements.

This is the Statement of Profit and Loss referred to in our report of even date.



Chartered Accountants


Partner Director

DIN : 00168672 DIN : 01274514

Bengaluru Bengaluru

Brinda T B

Company Secretary


Bengaluru Bengaluru

25 September 2015

Note

Earnings before interest, depreciation, tax and exceptional items (EBITDA)

Loss before interest, tax and exceptional items (EBIT)

25 September 2015


Chief Executive Officer

Vikram Hospital (Bengaluru) Private Limited 3

Cash Flow Statement for the year ended 31 March 2015(All amounts are in ₹ in lakhs, unless otherwise stated)


31 March 2015 31 March 2014

A. Cash flow from operating activities

Loss before tax (1,564.73) (2,667.18)

Adjustments for:

Prior period expenses - 0.55

Depreciation 953.52 664.37

Interest expense 75.82 1,459.72

Interest on redemption of investments (19.35) -

Liabilities no longer required written back (102.30) (129.76)

Provision for diminishing value of investment - 1,053.39

Exceptional item 968.82 -

Provision for doubtful loans and advances 173.82 -

Capital advances written-off 10.46 65.00

Bad debts written-off 48.38 65.00


578.26 552.77

(Increase) in trade receivable (111.85) (147.48)

Decrease / (increase) in inventories 71.25 (13.11)

(Increase) / decrease in other current assets (29.50) 3.39

(Increase) in long term and short term loans and advances (7.10) (81.84)

Increase / (decrease) in trade payables 156.22 (674.27)

(Decrease) in other current liabilities and provisions (264.12) (1,404.72)

Cash generated from / (used in) operations 393.16 (1,765.26)

Direct taxes paid (224.69) (162.65)

Net cash generated from / (used in) operating activities 168.47 (1,927.91)

B. Cash flow from investing activities

Purchase of fixed assets (383.49) (590.24)

Interest on redemption of investments 19.35 -

Investment in debentures - (2,537.00)

Redemption of investment in debentures 514.78 -

Net cash generated / (used in) investing activities 150.64 (3,127.24)

C. Cash flow from financing activities

Proceeds from issue of share capital - 7,541.24

Advance refunded to VHPL - (624.03)

Loan received from directors - 70.00

Repayment of loan received from directors - (69.60)

Repayment of long-term borrowings (225.77) (845.56)

Repayment of short-term borrowings (net) (56.44) (20.30)

Interest paid (75.82) (955.78)

Net cash (used in) / generated from financing activities (358.03) 5,095.97

Net changes in cash and cash equivalents (38.92) 40.82

Cash and cash equivalents at the beginning of the year 132.51 91.69

Cash and cash equivalents at the end of the year 93.59 132.51

This is the cash flow referred to in our report of even date.




Partner Director

DIN : 00168672 DIN : 01274514

Bengaluru Bengaluru

Brinda T B

Company Secretary


Bengaluru Bengaluru


Executive Director & Chief

Executive Officer

ANNEXURE 4

APPLICATION FORM

Listed, rated and redeemable non-convertible debentures of

Vikram Hospital (Bengaluru) Private Limited

Date : _____________


Registered Office: #71/1, Millers Road

Opp. St. Anne’s College

Bengaluru – 560052

Karnataka, India

To

The Board of Directors


Dear Sirs,

Having read and understood the contents of the offer, Information Memorandum and all other

transaction documents made in respect of the Debentures, I/We bind ourselves to the provision

mentioned therein and apply for allotment of Debentures. The amount payable on application as

shown below is remitted herewith. On allotment, please place my/our name(s) on the register of

Debenture Holders.

NCDs applied for (in figures)

No. of Debentures (in words)

Face Value/each debenture

Issue Price/each debenture Amount (Rs) in figures Amount (Rs) in words

Coupon rate

Tenure

Mode of payment Particulars Date

RTGS in favour Vikram Hospital (Bengaluru) Private

Limited. The account details are as follows:

Account Number : 005705018164

Name of the bank : ICICI Bank Limited

Branch: Prabhadevi Branch, Mumbai (Gr. Flr., Kala

Academy, Ravindra Natya Mandir, Prabhadevi,

Mumbai).

IFSC Code: ICIC0000057

Name and address of Applicant in full: [●]

Contact Person: [●]

In case security is to be in electronic form:

Client ID [●] DP ID [●] PAN No. [●] UIN No. [●]

Name of authorized signatory Designation Signature

[●] [●]

Seal ___________

___________________________________

Tax status of the Applicant (Please tick one)

1. Non-exempt

2. Exempt (Please Specify)

----------------------------------------------------------- Tear Here -----------------------------------------------------------

Acknowledgement Slip (to be filled in by the Applicant)

Vikram Hospital (Bengaluru) Private Limited, # 71/1, Millers Road, Opp. St. Anne’s College, Bengaluru

- 560052

Received from [●] an Application for [●] NCDs ([●]) along with RTGS No. [●] dated [●], 2015 in favour

of favour Vikram Hospital (Bengaluru) Private Limited for Rs. [●]/- ([●] Crores only)