Artemis Global Life Sciences Ltd. நிறுவனத்தின் கணக்கியல் கொள்கைகள்

Mar 31, 2018

PART A- SIGNIFICANT ACCOUNTING POLICIES

1 Corporate information

"Artemis Global Life Sciences Limited (“AGLSL” or the “Company”) was incorporated on 25th March 2011 under the Companies Act, 1956, as a public company limited by shares, in the name of PTL Projects Limited. It was issued the certificate of commencement of business on 4th May 2011.The Board of Director of AGLSL in their meeting held on December 02, 2015 in order to venture into health care business to align with the business of the Associate Companies had proposed to alter the object clause of the company and the same was approved by the shareholders of the Company on December 08, 2015AGLSL is engaged in the business of buying, selling, managing, improving, maintaining, taking on lease, promoting, administer, own or run hospital(s), clinics, nursing homes, dispensaries, maternity homes, old age homes, health resorts and health clubs, polyclinics, medical centres, child welfare and family planning centres, diagnostic centres, all types of laboratories for carrying on investigation, x-ray, cat scan, ECG and medical research and provision of all kinds of medical and health services and acquirements."

2 Significant accounting policies

2.1 Basis of accounting and preparation of financial statements

These financial statements are prepared in accordance with Indian Accounting Standards (IndAS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values, the provisions of the Companies Act, 2013 (''Act'') (to the extent notified ) .The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company has adopted all the Ind AS standards and the adoption was carried out in accordance with Ind AS 101 First time adoption of Indian Accounting Standards.

2.2 Use of estimates

The preparation of the financial statements in conformity with Ind AS requires the Management to make estimates and assumptions considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the results are known / materialize.

2.3 Inventories

The company does not have any stock in trade at the end of the reporting period.

2.4 Property, Plant & Equipment

Property, plant and equipment are stated at cost, less accumulated depreciation and impairment, ifany. Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, as intended by management.

The company depreciates property, plant and equipment over their estimated useful lives using the straight-line method. The Company has given plant & machinery of Rs.208.04 Lacs on lease to Artemis Medicare Services Ltd.

2.5 Impairment of Assets:

The carrying amounts of assets are reviewed at each balance sheet date. If there is any indication of impairment based on internal/external factors , an impairment loss is recognized wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the assets net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at the weighted average cost of capital.

2.6 Cash and cash equivalents (for purposes of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

2.7 Cash flow statement

Cash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

2.8 Depreciation and amortization

Depreciation on fixed assets is provided on the straight-line basis at the rates specified in Schedule II of the Companies Act, 2013. The estimated useful live of Plant and Machinery is 13-15 years. Gross carrying amount of fixed assets includes purchase price, non-refundable purchase taxes after deducting trade discounts and rebates.

2.9 Revenue recognition

The Company derives revenue primarly from leasing of assets. In arrangements for leasing of assets, the company has applied Ind AS 17, Leases as Ind AS 18, Revenue does not deal with revenue arising from Leasing agreements. The Company is receiving quarterly lease rentals of Rs,10.20 Lacs.

2.10 Foreign currency transactions and translations

No foreign currency transactions have been made upto 31st March 2018

2.11 Government grants, subsidies and export incentives

The Company has not received any Government grant, subsidies and export incentive.

2.12 Investments Investment in Subsidiaries :

Amount invested in Unquoted Equity share is Rs, 15,951.82 lacs which is taken at cost (IndAS 27) and 11% Non-cumulative Redeemable Preference Shares is Rs, 38.80 lacs which is taken at cost.

2.13 Employee benefits

The Company has made provision for Employees Benefits in the books of accounts on the basis of company policies. Provisions relating to the Gratuity, Provident Fund and other laws are not applicable on the company as per the prescribed regulations.

2.14 Taxes on income

"Tax expense comprises of current and deferred tax. Current income tax is measured at the amount expected to be paid to the tax authorities in accordance with the Indian Income Tax Act. Deferred income tax reflects the impact of current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years.Deferred tax is measured based on the tax rates and the tax laws enacted or substantively enacted at the balance sheet date. Deferred tax assets are recognized only to the extent that there is reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realized. Unrecognized deferred tax assets of earlier years are re-assessed and recognized to the extent that it has become reasonably certain that future taxable income will be available against which such deferred tax assets can be realized."

2.15 Provisions and contingencies

A provision is recognized if, as a result of a past event, the Company has a present legal obligation that can be estimate dreliably, and it is probable that an out flow of economic benefits will be required to settle the obligation. Provisions are determined by the best estimate of the out flow of economic benefits required to settle the obligation at the reporting date. Where no reliable estimate can be made, a disclosure is made as contingent liability. A disclosure for a contingent liability is also made when there is a possible obligation or a present obligation that may, but probably will not, require an out flow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of out flow of resources is remote, no provision or disclosure is made.

2.16 Earnings per share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

2.17 The company had no contingent liability and capital commitment as on March 31, 2018.

2.18 First-time adoption of Ind AS

The standalone financial statements for the year ended March 31, 2018 have been prepared in accordance with Ind AS. For the purpose of transition to Ind AS, the company has followed has followed the guidance prescribed in Ind AS 101-First Time adoption of Indian Accounting Standard. The effect on adoption of Ind AS has been enclosed as 2.18 (A) and 2.18 (B)

Exemptions availed on first time adoption of Ind AS 101

Ind AS 101 allows first time adopters certain exemption from the retrospective application of certain requirements under Ind AS. The company has accordingly applied the following exemptions.

(a) Designation of previously recognized financial instruments.

Under Ind AS 109, at initial recognition of financial asset, an entity may make an irrevocable election to present subsequent changes in the fair value of an investment in an equity instrument in other comprehensive income. Ind AS 101 allows such designation of previously recognized financial asset, as ''fair value through other comprehensive income'' on the basis of the facts and circumstances that existed at the date of transition to Ind AS.

Accordingly, the company designated its investment in certain equity instruments at fair value through other comprehensive income on the basis of the facts and circumstances that existed at the date of transition to Ind AS.

2.19 Material events after Balance Sheet Date

There is no significant event after reporting date which requires amendments or disclosure to the financial statements except the matter mentioned below:

Subsequent Event :

It is proposed to merge the Company and its subsidiary companies i.e. Artemis Health Sciences Ltd, Artemis Medicare Services Ltd and Athena Eduspark Ltd and the proposed Composite Scheme of Amalgamation between the aforesaid Companies and their respective shareholders and creditors under section 230 to 232 and other applicable provisions of Companies Act, 2013. Preference shares will eliminated in merged balance sheet.

b. Terms/rights attached to Equity Shares

The company has only one class of equity shares having a par value of '' 2 per share. Each holder of equity shares is entitled to one vote per share, where voting is held by show of hands. In case of Poll each holder of equity share is entitled to Number of votes against Number of shares held.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the equity share holders.

* On March 30th, 2017, 6,61,88,500 Equity Shares of '' 2 each fully paid up were allotted to the Equity shareholders of PTL Enterprises Limited in the ratio of 1:1 i.e.; one share for every one share held by them, pursuant to the Scheme of Arrangement (Demerger) sanctioned by Kerala High Court & National Company Law Tribunal (NCLT), New Delhi

** On March 30th, 2017, 5,00,000 Equity Shares of '' 2 each fully paid had been cancelled, pursuant to the Scheme of Arrangement (Demerger) sanctioned by Kerala High Court & National Company Law Tribunal (NCLT), New Delhi

18 Scheme of arrangement

(a) The scheme of arrangement under sections 391 to 394 of the Companies Act, 1956 read with section 230 to 232 Companies Act, 2013 (the Scheme) between the Company and PTL Enterprises Limited (the Demerged Company) and their respective shareholders and the creditors of the two companies for demerger of Medicare and Healthcare Services Business undertaking as a going concern into the Company with the Appointed Date at the opening of business hours on 01st April 2016, has been sanctioned by the Hon''ble High Court of Judicature at Kerala vide its Order dated 16th December, 2016, and the Hon''ble National Company Law Tribunal, New Delhi vide its Order dated 1st March, 2017. Certified copies of the order of the Hon''ble High Court of Judicature at Kerala and Hon''ble National Company Law Tribunal, New Delhi have been filed with the Registrar of Companies at Kerala and Delhi respectively and the scheme has become effective from 8th March 2017.

(b) The Scheme has accordingly been given effect to in the accounts effective from the Appointed Date being opening of business hours on 01st April 2016.

(c) In accordance with the Scheme, shareholders of the Demerged Company to be allotted 6,61,88,500 equity shares of Rs, 2 (Indian Rupees Two Only) each by the Company in the ratio of 1 (One) equity share in Company for every 1 (One) equity shares of Rs, 2/- (Indian Rupees Two Only) each held in the Demerged Company. According to the Scheme, equal amount (i.e. 6,61,88,500 shares x Rs, 2 per share each = 13,23,77,000) transferred to Share Capital Account.

(e) Pursuant to the Scheme, the surplus of the assets over liabilities, after adjusting Share Capital Account and cancellation of existing Share Capital has been credited to Capital Reserve Account.

(f) Demerged Company is deemed to have been carrying on all business activities relating to the demerged undertaking with effect from opening of business hours on 01st April and on account of and in trust of the Company. All profits or losses, income and expenses accruing or arising or incurred after opening of business hours on 01st April 2016 relating to the said undertaking shall get vested to the Company