BIRLA PACIFIC MEDSPA LIMITED - Bombay Stock · PDF fileNOTICE is hereby given that the 5th Annual General Meeting of Birla Pacific Medspa Limited will ... for the managerial remuneration

BIRLA PACIFIC MEDSPA LIMITED

5th ANNUAL REPORT 2012-2013the yash birla group

BIRLA PACIFIC MEDSPA LIMITEDRegistered office

Dalamal House, First Floor, Nariman Point, Mumbai – 400 021Tel No. 91–22-66168400/66158391

Email: [email protected] Visit us at: www.birlapacificmedspa.comCorporate Identity Number (CIN) : L85100MH2008PLC184689

BOARD OF DIRECTORS

1. Shri William Lai Leong Chong2. Shri Rajesh Shah3. Shri Ram Prakash Murlidhar Mishra 4. Shri Rubin Malkani 5. Shri Abhijit Desai 6. Shri Yashovardhan Birla 7. Shri Anoj Menon8. Shri Upkar Singh Kohli9. Shri Tushar Dey

10. Shri P.V.R. Murthy11. Shri Mohandas Shenoy Adige

Independent Director Independent DirectorIndependent Director Managing Director (Appointed w.e.f. 21/05/2013)Managing Director (Upto 30/09/2012)Chairman (Upto 14/02/2013)Independent Director (Upto 21/03/2013)Independent Director (Upto 08/05/2013)Alternate Director to (Upto 03/07/2013)Shri William Lai Leong ChongNon Independent Director (Upto 30/04/2013)Independent Director (Upto 22/05/2013)

COMPANY SECRETARY & COMPLIANCE OFFICER Ms. Karishma Palejwala (Upto 07.11.2012)

AUDITORS Kanu Doshi & AssociatesChartered AccountantsMumbai

REGISTRARS Adroit Corporate Services Pvt. Ltd.19/20, 1st Floor, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Andheri (E), Mumbai – 400059, IndiaTel.: 91-22—28596060/28594060 Fax: 91-22-28503748Email:info@adroitcorporate .com

BANKERS 1) HDFC Bank2) YES Bank3) State Bank of India4) Indian Bank

Contents Page No.

NoticeDirectors’ ReportManagement Discussion & Analysis ReportCorporate Governance ReportAuditors’ Report Balance SheetStatement of Profit and LossCash Flow Statement Notes to Financial StatementConsolidated Auditors’ Report Consolidated Balance SheetConsolidated Statement of Profit and LossConsolidated Cash Flow Statement Consolidated Notes to Financial Statement

1481023272829304445464748

THE YASH BIRLA GROUP

Annual Report 2012-13 1

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE is hereby given that the 5th Annual General Meeting of Birla Pacific Medspa Limited will be held on Saturday, 28th September, 2013 at 11.30 a.m. at Gopi Birla Memorial School, 68, Walkeshwar Road, Mumbai-400 006 to transact the following business:

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Balance Sheet as at March 31, 2013, Statement of Profit and Loss Account for the year ended on that date together with the Reports of the Directors’ and Auditors’ thereon.

2. To appoint a Director in place of Shri Rajesh Shah who retires by rotation and being eligible offers himself for re-appointment.

3. To appoint M/s Kanu Doshi Associates, Chartered Accountants, as Auditors of the Company to hold office from the conclusion of this meeting till the conclusion of the next Annual General Meeting and to authorise the Board to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT M/s. Kanu Doshi & Associates, Chartered Accountant, Mumbai (Firm Registration Number: 104746W) be and hereby re-appointed as the Statutory Auditors of the Company, to hold office from the conclusion of this meeting until the conclusion of next Annual General Meeting of the Company on a remuneration to be determined by the Board of Directors of the Company”

SPECIAL BUSINESS:

To consider and, if thought fit, to pass, with or without modification(s), the following resolutions:-

4. As an Ordinary resolution:

“RESOLVED THAT in accordance with the provisions of Section 257 and all other applicable provisions, if any, of the Companies Act, 1956, (including any statutory modification(s) or re-enactment thereof for the time being in force), Shri Rubin Malkani who was appointed as an Additional Director pursuant to the provisions of Section 260 of the Companies Act, 1956, be and is hereby appointed as a Director of the Company, under the provisions of the Articles of Association of the Company.”

5. As an Ordinary Resolution:

“RESOLVED THAT as per the recommendation of the Remuneration Committee and pursuant to the provisions of Sections 198, 269, 309, 310 Schedule XIII and subject to such other applicable provisions, if any, of the Companies Act, 1956 and any statutory modifications or enactment thereof and all guidelines for the managerial remuneration issued by the Central Government from time to time and subject to such other approvals as may be necessary, consent of the Company be and is hereby accorded for the appointment of Shri Rubin Malkani as Managing Director of the Company for the period of three years commencing from 21.05.2013 to 20.05.2016 on the remuneration and perquisites and such other terms and conditions as set out in the agreement to be entered into between the Company and Shri Rubin Malkani.

RESOLVED FURTHER THAT subject to the limits prescibed from time to time in Section II of Schedule XIII of the Companies Act, 1956 and the conditions prescribed therein, remuneration payable as aforesaid shall be paid to Shri Rubin Malkani as minimum remuneration, notwithstanding that in any financial year of the Company during the term of his office as such, the Company may have made no profits or inadequate profits.

RESOLVED FURTHER THAT the Remuneration Committee/ Board of Directors be and are hereby authorized to review, revise, increase or enhance the remuneration, perquisites and benefits to be paid to Shri Rubin Malkani (including the minimum remuneration) in accordance with the relevant provisions of Companies Act, 1956 and / or the rules and regulations made thereunder and / or relaxation or revision subject to the provisions contained in Schedule XIII of the Companies Act, 1956 as amended time to time pertaining to managerial remuneration.



RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorised to take such steps and to do all such acts, deeds, matters and things as may be necessary, expedient or desirable to give effect to the above resolution.

For and on behalf of the Board

Rajesh Shah Director

Place: MumbaiDate: 14/08/2013

NOTES

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE EFFECTIVE, MUST REACH REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE TIME FIXED FOR COMMENCEMENT OF THE MEETING.

2. Corporate Members intending to send their authorized representatives to attend the meeting are requested to send the certified copy of the Board Resolution authorizing their representative to attend and vote in their behalf at the meeting.

3. As required under clause 49 IV (G) of the Listing Agreement, the relevant details in respect to the directors seeking appointment/reappointment at the ensuing Annual General Meeting are provided in the Corporate Governance Report.

4. The Register of Members and share transfer books of the Company will remain closed from 26th September 2013 to 28th September 2013 (both days inclusive) for the purpose of Annual General Meeting.

5. Members/Proxies are requested to forward all application for Transfer, Demat, and all other share related correspondence, including intimation of change of address, if any, to the Registrar and Transfer Agents of the Company at the following address:

M/s. Adroit Corporate Services Private Limited 19/20, 1st Floor, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Andheri – (East) Mumbai – 400 059. Tel: 022-28594060/ 6060/ 1942/ 4442 Fax: 022-28503748 Email Id: [email protected]

6. Members are requested to:

a) complete the attendance slip and deliver the same at the entrance of the meeting hall.

b) bring their copies of the Annual Report at the time of attending the Annual General Meeting.

c) send their questions atleast 10 days in advance before the Annual General Meeting about any further information on accounts so as to enable the Company to answer their question satisfactorily.

7. In case of Joint Holders, attending the meeting, only such holder who is higher in the order of names will be entitled to vote.



EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

Item No. 4 and 5

Shri Rubin Malkani aged 63 years is a B. Com. Graduate, Diploma in Business Management and Marketing Management. He has around 35 years of rich & extensive experience in Strategic Planning & Management, Business Development, General Administration, Brand Management, New Project Development, Media Planning & Management, Start up Ventures, Legal Affairs, Imports & Exports and Team Management, Trade between Swiss, German & Indian Companies.

The Board of Directors of the Company in their meeting held on 21st May, 2013 had appointed Shri Rubin Malkani as an Additional Director pursuant to the provisions of Section 260 of the Companies Act, 1956 and Article 95 of the Articles of Association of the company. Further, in the same Board Meeting held on 21st May, 2013, and as per the recommendation of the Remuneration Committee, Mr. Rubin Malkani was appointed as Managing Director of the Company, with immediate effect, for a period of three years, subject to the approval of Shareholders, in terms of Article 127 of the Articles of Association, Mr. Rubin Malkani shall not be liable to retirement by rotation till he continues to hold such office.

However, being appointed as an Additional Director of the Company, he holds office up to the date of this Annual General Meeting. The Company has received a notice along with a deposit in terms of Section 257 of the Companies Act, 1956, from a member, proposing the candidature of Mr. Rubin Malkani for the office of Director of the Company.

The terms and conditions of the appointment are as under:

Mr. Rubin Malkani as Managing Director shall be responsible for the company’s business affair as entrusted to him subject to the direction, supervision and control of the Board of Directors by way of remuneration: salary, perquisites and all other allowances - Rs. 12,00,000 (Rupees Twelve Lacs) per annum for the Period of 3 (three) years i.e. 21.05.2013 to 20.05.2016.

The perquisites and allowances payable to Shri Rubin Malkani, subject to aforesaid limits, will include house rent allowance together with reimbursement of expenses or allowances for education, professional magazines, drivers salary, petrol allowance, telephone allowance, entertainment allowance and flexible allowance besides medical reimbursement, leave travel concession for self and his dependant family member(s) and such other perquisites and / or allowances, within the amount specified above. The said perquisites and allowances shall be evaluated, wherever applicable, as per the Income-tax Act, 1961 or any rules thereunder (including any statutory modification(s) or re-enactment thereof, for the time being in force).

Minimum Remuneration: Notwithstanding anything herein contained, wherein any financial year, during the currency of the tenure of Mr. Rubin Malkani, as Managing Director of the Company, if the Company has no profits or its profits are inadequate, the Company will pay minimum remuneration by way of salary and perquisites as specified above subject to the limit prescribed under Schedule XIII of the Companies Act, 1956 or any other law or enactment for the time being in force from time to time.

Note: For the purpose of perquisites stated above, family means the spouse, dependent children and dependent parents of the appointee.

The Managing Director shall not be: (i) entitled for sitting fees for attending meetings of the Board of Directors or Committee thereof, (ii) as long as he continues to be Managing Director of the Company, shall not be liable to retire by rotation.

Except Mr. Rubin Malkani, no other director of the Company is concerned or interested in the above resolution.

The Board recommends the resolution as set out in Item No. 4 and 5 of the Notice for Members’ approval.

For and on behalf of the Board

Rajesh ShahDirector

Place: MumbaiDate: 14/08/2013



DIRECTORS’ REPORT

To The Members,

The Directors present hereunder the 5th Annual Report on the Business and operations of the Company along with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013. The financial results for the year are summarized as under:

1. FINANCIAL RESULTS

Particulars

Standalone Consolidated

For the year ended 31.03.2013




Net Sales and Other Income 4,59,66,036 4,60,48,351 5,76,72,112 5,23,01,683

Profit /(Loss) before Interest, Depreciation, Taxation and Extra Ordinary Items

1,18,27,672 (58,60,453) 1,15,94,775 (76,07,931)

Less : Extra Ordinary Items 8,97,55,020 -- 8,97,55,020 --

Profit /(Loss) before Interest, Depreciation and Taxation

(7,79,27,348) (58,60,453) (7,81,60,245) (76,07,931)

Less: Interest -- -- -- --

Less: Depreciation 80,36,968 98,61,273 91,51,792 1,11,97,701

Net Profit / (Loss) After Tax (8,59,64,316) (1,57,21,726) (8,73,12,037) (1,88,05,632)

Add: Balance brought forward (9,96,12,860) (8,38,91,136) (10,11,85,653) (8,38,91,136)

Balance carried forward to Balance Sheet (18,55,77,176) (9,96,12,862) (18,78,37,307) (10,11,85,653) 2. PERFORMANCE REVIEW

a. STANDLONE RESULTS

The net sales and other income of the Company for the financial year 2012-13 stood at Rs. 459.66 Lacs as against previous year Rs. 460.48 Lacs. The Loss after tax adjustments is Rs.859.64 Lacs as against Loss of Rs.157.21 Lacs of corresponding previous year 2011-12. The cumulative Loss carried forward is 18.56 crores. The company has made profit before extraordinary item of 37.91 lacs for the financial year 2012-13.

b. CONSOLIDATED RESULTS

On a consolidated basis, the net sales and other income of the Company for the financial year 2012-13 stood at Rs. 576.72 Lacs as against previous year Rs. 523.02 Lacs. The Loss after tax adjustments is Rs.873.12 Lacs as against Loss of Rs.188.06 Lacs of corresponding previous year 2011-12. The cumulative Loss carried forward is 18.78 crores.

3. FUTURE OUTLOOK

The Company plans to set up wellness centres and ayurvedic centres in Tier I, Tier II & Tier III cities in India and also exploring the possibilities of services to the international market by setting up centres mainly in America.

4. DIVIDEND

Due to loss in the financial year ended 31st March, 2013, your Directors regret their inability to recommend dividend on the Equity shares.

5. SUBSIDIARY COMPANY

During the Financial Year 2012-13, the Company had one subsidiary, viz. Birla IVF LLP which is a Limited Liability



Partnership (LLP). On 01.04.2013 the Company has sold the Birla IVF, LLP and ceased to be partner of the subsidiary and accordingly, the relation between the Holding Company and Subsidiary has ceased. On 01.07.2013, Birla Kerala Vaidyashala Private Limited became the subsidiary of the Company.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

In terms of General Circular No. 2/2011 dated February 8, 2011, of the Ministry of Corporate Affairs, Government of India, the Company has availed the exemption from compliance with Section 212 of the Companies Act, 1956. Accordingly, the consolidated financial statements of the Company and its subsidiaries for the year ended 31st March, 2013 together with reports of Auditor thereon and the statement pursuant to Section 212 of the Companies Act, 1956 form part of the Annual Report.

Information required to be provided in respect of subsidiary companies has been disclosed separately in the Annual Report. The Annual Accounts of the Subsidiary Companies are available for inspection by the shareholders at the Registered Office of the Company

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of clause 49 of the Listing Agreement with the Stock Exchange, the Management Discussion and Analysis Report is appended to this report.

7. CORPORATE GOVERNANCE

Your Company will continue to strive to incorporate best of standards for good corporate governance. As a listed company, all required measures are being taken to comply with the Stock Exchange Guidelines and other statutory regulations. A separate report on Corporate Governance along with a Certificate of Compliance from the Auditors forms part of this report.

8. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors’ Responsibility Statement, it is hereby confirmed:

• that in preparation of the annual accounts for the period ended on 31st March, 2013 the applicable accounting standards have been followed along with proper explanation relating to material departures;

• that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial period ended on 31st March, 2013 and of the profit or loss of the Company for that period;

• that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• that the directors had prepared the annual accounts for the period ended on 31st March, 2013 on a going concern basis.

9. DIRECTORS

Pursuant to Article 91 of the Articles of Association of the Company and Section 256 of the Companies Act, 1956, Mr. Rajesh Shah Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible himself for re-appointment.

The Board of Directors of the Company in their meeting held on 21st May, 2013 appointed Mr. Rubin Malkani as Additional Director. He holds office only upto the date of ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Mr. Rubin Malkani as a Director of the Company. Further, in the same Board Meeting held on 21st May, 2013, the Board appointed Mr. Rubin Malkani as Managing Director of the Company for a period of three years w.e.f. 21st May, 2013 subject to the approval of Members.

Brief resume of the Directors proposed to be appointed, nature of their expertise in specific functional areas and names of the Companies in which they hold the directorship and membership/chairmanship of committees of the



Board, as well as their shareholding as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the report on Corporate Governance forming part of the Annual Report.

Mr. Abhijit Desai, Managing Director resigned from the Board w.e.f. 30.09.2012, Mr. Yashovardhan Birla , Chairman resigned from the Board w.e.f. 14.02.2013, Mr. Jaydeep Banerjee appointed as Managing Director on 07.11.2012 through Postal Ballot and resigned from the Board w.e.f. 15.01.2013, Mr. Anoj Menon resigned from the Board w.e.f. 21.03.2013, Mr. Upkar Singh Kohli resigned from the Board w.e.f. 08.05.2013, Mr. Tushar Dey, Alternate Director to Mr. Willaim Lai Leong Chong resigned from the Board w.e.f. 03.07.2013, Mr. P.V.R. Murthy resigned from the Board w.e.f. 30.04.2013 and Mr. Mohandas Shenoy Adige resigned from the Board w.e..f 22.05.2013. The Board placed on record its appreciation of the valuable services rendered by them.

10. FIXED DEPOSITS

Your Company has not accepted any fixed deposit from the public. As such, no amount of principal or interest is outstanding as on the Balance Sheet date.

11. AUDITORS

M/s. Kanu Doshi Associates, Chartered Accountants the Statutory Auditors of the Company, retire at the ensuing Annual General Meeting. They have confirmed their eligibility and willingness for reappointment. The Directors recommend their reappointment by the Members at the forthcoming Annual General Meeting.

12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to energy, technology absorption and foreign exchange earnings and outgo required to be disclosed under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure to Directors Report.

13. PARTICULARS OF EMPLOYEES

During the year under review, there was no employee covered under the provision of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended by Notification GSR 289(E) dated 31.03.2011,General Circular No. 23 dated 03.05.2011.

14. HUMAN RESOURCE

Your Directors place on the record their appreciation of the contribution made by the employees at all levels who, through their competence, diligence, solidarity, co-operation and support, have enabled the Company to achieve the desired results during the year.

15. ACKNOWLEDGEMENTS

Your Directors take this oppurtunity to thank all investors, clients, vendors, banks, regulatory authorities and wishes to acknowledge the invaluable support extended to the Company by them.The Directors are pleased to place on record their appreciation for the valuable information made by the employees of the Company.

For and on behalf of Board of Directors Rajesh Shah RamPrakash Mishra Director Director

Place: Mumbai Date: 14.08.2013



ANNEXURE ‘A’ TO DIRECTORS’ REPORT

I. Information under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of particulars in Report of Board of Directors) Rules, 1988 and forming part of the Directors’ Report for the year ended 31st March, 2013.

A. Conservation of Energy: During the year under review, efforts continued to conserve and avoid wastage of energy in every possible way. B. Technology Absorption: Research & Development: 1. Specific areas in which R & D carried out by the Company: Not Applicable. 2. Benefit derived as a result of the above R & D: Not Applicable. 3. Expenditure on R & D: Not Applicable.

4. Technology Absorption, Adaption and Innovation: Not Applicable. C. Foreign Exchange Earnings and Outgo: 5. Activities relating to the exports, initiatives taken to increase exports: Not Applicable. 6. Total foreign exchange used and earned:

(Rupees in Lacs)

Particulars 2012-13(12 Months)

2011-12(12 Months)

Total foreign exchange used -- --

Total foreign exchange earned -- --



MANAGEMENT DISCUSSIONS AND ANALYSIS REPORTa) Economy and Market Trends: According to a FICCI-Ernst and Young study titled ‘Wellness-Exploring the Untapped Potential´, the wellness services

market, presently estimated at Rs11, 000 crore, would sustain an annual growth rate of about 30-35% for the next five years. Further, the FICCI-EY report, titled Wellness Exploring the untapped potential, highlights that the growth is expected on the back of favorable market demographics, consumerism, globalization, changing lifestyles, increasing availability across categories and regions and rising awareness among people. The Report has classified the wellness industry into seven core segments within different products & services, such as Allopathy, Alternative therapies, Beauty, Counseling, Fitness/slimming, Nutrition and Rejuvenation. Of these, rejuvenation services such as spas, alternative therapies, ayurveda treatments and beauty services are expected to show growth rates as high as 30%. The FICCI-E&Y report said increasing level of activity created by the entry of national and international players in the organised market, expansion by existing companies to new product categories and regions, strategic alliances across the value chain and interest by private equity investors led to the growth in the wellness sector.

India is currently going through a socio economic change; the country is witnessing an expansion of existing markets and the creation of many new ones.

The report also points to a trend of players moving towards offering a ‘one-stop-solution’ for all Wellness based needs by adding more products and services across various segments in wellness.

With rising disposable incomes and growing health and fitness consciousness, demand for health, wellness and grooming services in the country has gone up. The country’s wellness industry is growing at 35% and estimated to touch 14,500 crore by 2014.

This high growth is fuelling the ambitions of niche healthcare and wellness companies.b) About the Company Our company, was incorporated on 15th July 2008 to carry on in India and abroad the business of beauty and healthcare

treatments, health and fitness resorts, dieticians, yoga ashrams, saloons, hair and skin treatments, Sanatorium centers, and to manufacture soaps consumables, oils, medicines, body sprays and scents, creams, powders, natural and artificial skin and hair conditioners. However our company presently does not carry on the business of manufacturing of soaps, consumables, etc. It offers treatments and special products; diet skin care tips; anti-tanning solutions, skin whitening solutions, age control solutions, and tone skin solutions for men; hair loss prevention solutions; revitalizing face wash services; skin relief after shave gel services; and anti ageing services

We presently operate our healthcare centres under the brand name BIRLA WELNESS CENTER. Our Centers act as a single stop set up for beauty related medical procedures in India which gives our company an

edge over local unorganized players.c) Competitive Strength: The Competitive Strength of the Company are: 1. In-house panel of qualified and specialist doctors to facilitate our doctor-led approach for treatment. 2. Wide range of specialized treatments in cosmetic surgery, dermatology and dentistry as compared with competition

and ayurveda. 3. Competitive pricing with cost leadership. 4. Association of Pacific Healthcare, Singapore, one of the Asia’s leading healthcare providers, ourerstwhile JV partner.d) Segment-wise Performance: The segment wise performance in detail is given in Note 32 to the audited accounts of the Company as available in

this Annual Report. e) Threats/Risks & Concerns: Our business, results of operations and financial condition are affected by a number of factors, including: 1 General Economic conditions 2 Changes in Laws and regulations applicable to the industry, fiscal, economic or political conditions in the country 3 Increasing competition in the industry 4 Realisability of the dues



5 Depends on the specialized doctors 6 Obsolescence of equipments f) Internal Control Systems and their adequacy: Pacific has a well – established and comprehensive internal control structure across the value chain, to ensure that all

assets are safeguarded and protected against loss from unauthorized use of disposition, that transactions are authorized, recorded and reported correctly and that operation are conducted in an efficient and cost effective manner. The key constituents of the internal control system are:

1) Establishment and reviews business plans 2) Identification of keys risks and opportunities 3) Policies on operational and strategic risk management 4) Systems of monitoring compliance with statutory regulations. 5) A robust management information system 6) A robust internal audit and review system The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid down

systems and policies are comprehensively and frequently monitored by your Company’s management at all levels of the organization.

g) Human Resources and Industrial Relations: Pacific is a professionally managed organization with a flat hierarchy, which empowers people and fosters a culture

of innovation. The organization believes that great people deliver great results and lays emphasis on hiring right and retaining key talent. The Company maintains a strong business linkage to all human resources processes and initiatives.

Your Company continues to lay emphasis on qualitative growth of its human resources by providing congenial and constructive work environment, in consonance with its belief that the real strength of its organization lies in its employees.

Industrial relations were cordial and satisfactory throughout the financial year.h) Pricing Power: The equity of a brand generally allows the organization to pass on the impact of any increase in cost structure to the

consumers. However, considering the uncertainty in the environment, rising competitive pressures as well as the long term objective of expanding consumer franchise, part of the increased cost may be absorbed by the organizations.

Forward Looking Statements Statements in this report on Management’s Discussion and Analysis describing the Company’s objectives, projections,

estimates, expectations or predictions may be forward looking statements within the meaning of applicable security laws or regulations. Forward-looking statements are based on certain assumptions and expectations of future events and the Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The important factors that could make difference to the Company’s operations includes the economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operates, change in Government regulations, tax laws and other statutory and numerous incidental factors. The Company assumes no responsibility to publicly amend or revise the forward-looking statements or any loss to the investors in the shares of the Company making investments relying on such forward-looking statements. All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement.

i) Financial highlights: i) Sales Sales (net of Excise) and other income during the financial year 2012-13 was Rs.459.96 Lacs against Rs. 460.48

Lacs against previous year ended March 31, 2012. ii) Profit/Loss The net sales and other income of the Company for the financial year 2012-13 stood at Rs. 459.96 Lacs as against

previous year ended March 31, 2012 Rs. 460.48 Lacs. The Loss before tax is Rs.859.64 Lacs as against Loss before tax of Rs.157.22 Lacs of last previous year ended 2011-12. The Loss after tax stood at Rs.859.64 Lacs as against Loss after tax of Rs. 157.22 Lacs of corresponding previous year 2011-12.



REPORT ON CORPORATE GOVERNANCE

Company’s Philosophy on Corporate Governance:

Corporate governance is about promoting corporate fairness, transparency and accountability and commitment. Birla Pacific Medspa Limited is committed to sound principles of corporate governance. The Board of Directors believes that adherence to sound corporate governance policies and practices is important in ensuring that Birla Pacific Medspa Limited is governed and managed with the highest standards of responsibility, ethics and integrity and in the best interests of its stockholders.

Your Company will continue to constantly upgrade management practices to conform to the norms of ideal corporate governance in the years to come.

Board of Directors

a) Composition of Board:

As on 14th August 2013, the Board of Directors has 4 (Four) members, out of which 1 (one) is an Executive Director and 3 (three) are Independent Directors. The composition of the Board is in conformity with Clause 49 of the Listing Agreements.

None of the Directors on the Board is a member on more than 10 Committees and Chairman of more than 5 Committees (as specified in Clause 49), across all the Companies in which he is a Director. The necessary disclosures regarding Committee positions have been made by the Directors.

The names and categories of the Directors on the Board, their attendance at Board Meetings during the year under review and at the last Annual General Meeting, as also the number of Directorships and Committee positions held by them in other companies are provided in below table:

Name of Directors

Category of Directorship

No. of Directorships

of other Public Companies as on 31st March,

2013

# No. of other Committee

positions

No. of Board

Meetings attended

during the year

Attendance at the 4th

Annual General Meeting held on

24.09.2012

Chairman Member

Shri William Lai Leong Chong

Non-Executive, Non Independent

2 - - - No

Shri Rajesh Shah Non-Executive,Independent

3 3 - 3 Yes

Shri Ramprakash Murlidhar Mishra

Non-Executive, Independent

3 1 2 4 Yes

Shri Rubin Malkani (appointed w.e.f. 21/05/2013)

Managing Director 3 1 - - No

Shri Abhijit Desai (Resigned w.e.f. 30/09/2012)

Managing Director - - - 2 No

Shri Yashovardhan Birla (Resigned w.e.f. 14/02/2013)


14 1 - 1 No

Shri Anoj Menon (Resigned w.e.f. 21/03/2013)


3 2 3 1 No

Shri Upkar Singh Kohli (Resigned w.e.f. 08/05/2013)


8 1 2 3 No



Shri Tushar Dey (Alternate Director to Shri William Lai Leong Chong) Resigned w.e.f 03/07/2013)


4 - 1 4 Yes

Shri P.V.R. Murthy (Resigned w.e.f. 30/04/2013)


12 - 8 4 Yes

Shri Mohandas Shenoy Adige (Resigned w.e.f 22/05/2013)


9 1 4 4 No

# Represents Memberships/Chairmanships of Audit committee and Shareholders’/Investors’ Grievance committees

None of the Directors of the Company are related to each other.

The Board has a fair representation of the executive, non executive and independent Directors which is imperative for a vital organization. Of the Four Directors, One is the executive Director and rest are non executive Directors.

During the period under review, there was no pecuniary relationship or business transaction by the Company with any non-executive Director (other than the sitting fees for attending the Board / Committee meetings)

Four meetings were held during the year and the gap between two meetings did not exceed four months. The dates on which the said meetings were held are as follows:

25th May, 2012, 09th August 2012, 07th November 2012, and 14th February, 2013.

The information, as required under Annexure IA to clause 49 of the Listing Agreements is made available to the Board.

b) Non – Executive Directors’ Compensation and disclosures:

Apart from sitting fees that are paid to the Non- Executive and Independent Directors for attending Board/Committee meetings, no other fees/commission were paid during the year. During the period under review, there was no pecuniary relationship or business transaction by the Company with any Non-Executive Directors. The details of sitting fees paid to the Directors are given separately in this report.



c) Details of the Directors seeking appointment/re-appointment at the forthcoming Annual General Meeting (In pursuance of Clause 49 of the Listing Agreement):

Name of the Director

Shri Rajesh Shah Shri. Rubin Malkani

Date of Birth 10/01/1953 27/05/1950

Date of Appointment 08/06/2010 21/05/2012

Qualification A Chartered Accountant – Finance, Accounts and Tax matters

B.COM graduate, diploma in business management and marketing management.

Expertise in specific functional area

Shri Rajesh Shah is a Chartered Accountant by profession. He received his degree from the Institute of Chartered Accountants of India in 1978. He is a Partner with M/s. A.J. Shah and Co., Chartered Accountants since 1979. He has expertise in handling Audit and Tax Matters having a vast experience of the accounts and tax fields and is a member of the Institute of Chartered Accountants of India and various other eminent commitees.

Shri Rubin Malkani has more than 35 years of experience in Strategic Planning and management, business development, General administration, Brand management, New project development, Media Planning &management, startup ventures, legal affairs, imports and exports and team management, trade between Swiss and Indian Companies and German and Indian Companies. His expertise lies in operations and strategic planning and execution.

1. Mehta and Padamsey consultants Private limited2. Melstar Information technologies limited3. N2N Technologies Limited4. Birla Power Solutions Limited

1. 7 Human Values Private Limited2. Percept Limited3. Birla Research and Lifesciences Limited4. Birla Surya Limited

Committee positions held in other companies (C = Chairman; M = Member)

Member in Audit Committee:1. Melstar Information Technologies Limited (C).2. Birla Power Solutions Limited (C) Member in Shareholders/Investors Grievance Committee:1. Birla Power Solutions Limited (C)

Nil

No. of Shares held in the Company

Nil Nil

Note :

1. Only two committees namely, Audit Committee and Shareholders’/Investors’ Grievance Committee have been considered.

2. Alternate Directorships and directorships in private companies, foreign companies and section 25 companies are not considered.

d) Other Provisions as to Board and Committee:

The Board meets at least once a quarter to review the quarterly performance and the financial results. Meetings are generally scheduled well in advance and the notice of each Board Meeting is given in writing to each Director. All the items in the agenda are accompanied by notes giving comprehensive information on the related subject and in certain matters such as financial/business plans, financial results, detailed presentations are made. The agenda and the relevant notes are sent in advance separately to each Director and only in exceptional cases, the same is tabled at the meeting. The Board is also free to recommend the inclusion of any matter for discussion in consultation with the Chairman.

To enable the Board to discharge its responsibilities effectively, the members of the Board are briefed at every Board Meeting, on the overall performance of the Company, with presentations by functional heads. Senior management is invited to attend the Board Meetings so as to provide additional inputs to the items being discussed by the Board.



The Board’s role, functions, responsibility and accountability are clearly defined, in addition to matters statutorily requiring Board’s approval, all major decisions involving policy formulation, strategy and business plans, annual operating and capital expenditure budgets, new investments, compliance with statutory/regulatory requirements, major accounting provisions and write-offs are considered by the Board.

The minutes of the Board Meeting are circulated in advance to all Directors and confirmed at subsequent Meeting.

e) Code of Business Conducts and Ethics:

The Board of Directors have adopted and put in place the Code of Business Conduct & Ethics for the Directors and Senior Management. The Code lays down in detail, the standards of business conducts, ethics and best corporate practice.

A copy of the code has been put on the Company’s website www.birlapacificmedspa.com

All Directors and Senior Management personnel of the Company have affirmed compliance with the provisions of the Pacific Code of Business Conduct & Ethics for the financial year ended 31st March 2013.

A declaration signed by the Managing Director of the Company is given below:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchange, I hereby certify that the Company has obtained from all the members of the Board and Senior Management Personnel, affirmation that they have complied with the Code of Business Conduct and Ethics for year ended March 31, 2013.

Sd/-Place: Mumbai Rubin MalkaniDate : 21.05.2013 Managing Director

Audit Committee

a) Composition, Meetings and attendance during the year:

The Audit Committee re-constituted during the year and presently consists of three members, all of them are Independent Directors. All the members of the Audit Committee have adequate accounting and financial knowledge.

Shri Rajesh Shah, Chairman of the Committee is a Non-Executive Independent Director and was present at the last Annual General Meeting of the Company.

During the year ended 31st March, 2013, the Committee met 4 times on 25th May 2012, 9th August, 2012, 7th November, 2012 and 14th February 2013.

The composition of the Audit Committee and the attendance of members during the accounting period are as under:

Name of the Member Category No. of Meetings Attended

Shri Rajesh Shah (Chairman) Independent, Non-Executive 3

Shri Ramprakash Murlidhar Mishra Independent, Non-Executive 3

*Shri William Lai Leong Chong Independent, Non-Executive 0

^Shri P.V.R. Murthy Non Independent, Non-Executive 4

$ Shri Mohandas Shenoy Adige Independent, Non-Executive 4

* Shri Willian Lai Leong Chong has been inducted as a member of the Committee w.e.f. 14th August, 2013

^Shri P.V.R. Murthy ceased to be the member of the Committee w.e.f. 30th April, 2013

$ Shri Mohandas Shenoy Adige ceased to be the member of the Committee w.e.f. 22nd May, 2013

The Audit Committee invites such of the executives, as it considers appropriate (and particularly the head of the finance function) to be present at its meetings. The Managing Director and Chief Financial Officer of the Company attend the meetings. The Statutory Auditors and Internal Auditors attend the meetings on invitation from the Company.



b) Terms of Reference, Role and Scope:

The terms of reference, role and scope of the Audit Committee cover the matters specified under Clause 49 of the Listing Agreement read with Section 292A of the Companies Act, 1956 such as overseeing of the Company’s financial reporting process, recommending the appointment/re-appointment of Statutory Auditors, recommending and approving the remuneration to be paid to Statutory Auditors, reviewing with the Management, quarterly and annual financial statements, internal audit reports and controls of the Company.

The Audit Committee’s functions include reviewing the adequacy of the internal audit functions, its structure, reporting process, audit coverage and frequency of internal audits. The responsibility of the Committee is to also review the findings of any internal investigation by the internal auditors in matters relating to suspected fraud or irregularity or failure of internal control systems of material nature and report the same to the Board.

Shareholders/Investors Grievance Committee:

a) Composition, Meetings and attendance during the year:

The Shareholders/Investor Grievance Committee is empowered to oversee (a) Transfers of shares, (b) issue of duplicate/new/sub-divided and consolidated Share Certificates and (c) Shareholders/Investors Grievance and its redressal.

During the financial year 2012-13, no meeting of the Committee was held.

During the period under report the Shareholders/Investors Grievance Committee have been re-constituted and at present committee consists of following members

Name of the Member Category Position in Committee

Shri Ramprakash Mishra Independent, Non-Executive Director Chairman

Shri Rajesh Shah Independent, Non-Executive Director Member

*Shri. Rubin Malkani Managing Director Member

^Shri Anoj Menon Independent, Non-Executive Director Chairman

$ Shri Mohandas Shenoy Adige Independent, Non-Executive Director Member

* Shri Rubin Malkani has been inducted as a member of the Committee w.e.f. 21st May, 2013

^ Shri Anoj Menon ceased to be the Chairman of the Committee w.e.f. 21st March, 2013

$ Shri Mohandas Shenoy Adige ceased to be the member of the Committee w.e.f. 22nd May, 2013

b) Status of Complaints

The total number of complaints received and resolved to the satisfaction of investors during the year under review and their break-up is provided as under-

Type of Complaints No. of Complaints

Received Resolved Pending

Non receipt of Certificates Nil Nil Nil

Non receipt of De-mat rejected Certificates/ De-mat Credit Nil Nil Nil

Non receipt of Dividend Warrants Nil Nil Nil

Non receipt of Annual Report Nil Nil Nil

Others Nil Nil Nil

SEBI/STOCK EXCHANGE Nil Nil Nil

Total Nil Nil Nil

Remuneration Committee:

The Remuneration has been constituted with a goal that the Company attracts and retains highly qualified employees in accordance with its business plans, that the Company fulfils its ethical and legal responsibilities to its employees, and that management compensation is appropriate.



a) Composition of the Remuneration Committee during the year under review is as under:

Name of the Member Category Position in Committee

Shri Rajesh Shah Independent Non-Executive Director

Chairman

Shri RamPrakash Mishra Independent Non-Executive Director

Member

Shri William Lai Leong Chong* Independent Non-Executive Director

Member

Shri Mohandas Shenoy Adige ** Independent Non-Executive Director

Member

* Shri William Lai Leong Chong has been inducted as a member of the Committee w.e.f. 14th August, 2013

** Shri Mohandas Shenoy Adige ceased to be the member of the Committee w.e.f. 14th August, 2013

One meeting of Remuneration Committee was held on 7th November, 2012 during the year.

b) Remuneration Policy

a. Non Executive Directors

The Company does not pay any remuneration to its Non-executive Directors, except for sitting fees for attending Board & Committee Meetings.

All the Non Executive Director are paid sitting fees of Rs. 7,500/- for attending each meeting of the Board of Directors and Rs. 2000/- for attending each meeting of the Audit Committee. No sitting fees are paid for attending any other committee meetings.

Details of the sitting fees paid to all Non Executive Directors for financial year 2012-13 is as follows:

Name of Director Sitting Fees paid during 1st April, 2012 to 31st March, 2013

Shri Yashovardhan Birla 7500/-

Shri P V R Murthy 38000/-

Shri Mohandas Shenoy Adige 40000/-

Shri Rajesh Shah 36000/-

Shri Anoj Menon 11500/-

Shri Upkar Singh Kohli 22500/-

Shri Ramprakash Murlidhar Mishra 38000/-

Shri Tushar Dey 15000/-

b. Executive Directors

The Company pays remuneration by way of salary, perquisites, allowances and commission to the Managing Director. The remuneration package for Managing Director is recommended by the Remuneration Committee and is approved by the Board. Commission is calculated with reference to the net profits of the Company in a particular year calculated under section 349 and 350 of the Companies Act, 1956. In framing the remuneration policy, the committee takes into consideration the remuneration practices of Companies of similar size and statute, the Industry Standards and competitive circumstances of each business so as to attract and retain quality talent and leverage performance significantly.



Name of Director Salary (Rs. In Lacs)

Perquisites (Rs. In Lacs)

Incentives (Rs. In Lacs)

Shri Abhijit Desai – Managing Director 5.42 - 2.38

There is no separate provision for payment of severance fees.

Project Monitoring Committee:

The Project Monitoring Committee was constituted by the Board of Directors in their Meeting held on June 8, 2010 inter alia to monitor the establishment of new centres and also to monitor utilization of proceeds of the Initial Public Issue.

Two meetings of the Project Monitoring Committee were held on 25th May 2012 and 9th August, 2012 during the year.

a) The composition and attendance of Project Monitoring Committee during the accounting period are as under:

Name Title Status No. of Meetings Attended

Shri Rajesh Shah Member Independent, Non Executive 1

*Dr. Abhijit Desai Member Non Independent, Executive 2

**Shri Anoj Menon Member Independent , Non Executive 2

* Dr. Abhijit Desai ceased to be the member of the Committee w.e.f. 9th August, 2012

** Shri Anoj Menon ceased to be the member of the Committee w.e.f. 30th September,2012.

The Present Composition of Committee is as under:-

Name Title Status

Shri Rajesh Shah Member Independent, Non Executive

Shri Ram Prakash Mishra Member Independent, Non Executive

Shri Rubin Malkani Member Managing Director

Subsidiary Company

During the financial year 2012-13, the company had one subsidiary viz., Birla IVF LLP.

However, the Company does not have any material non-listed Indian subsidiary whose turnover or net worth (i.e. paid-up capital and free reserves) exceed 20% of the consolidated turnover or net worth respectively, of the listed holding company and its subsidiaries in the immediately preceding year.

On 01.04.2013 the Company has disinvested shares of Birla IVF LLP, and accordingly the relation between Holding and Subsidiary has ceased.

On 01.07.2013 the Company has made an investment in the shares of Birla Kerala Vaidyashala Limited. The Company holds more than 51% shares in Birla Kerala Vaidyashala Limited.

Subsidiary Monitoring Framework

All the subsidiary companies of the company are managed with their Board having its rights and obligations to manage such companies in the best interest of their stakeholders. As a majority shareholder, the Company nominates its representatives on the Boards of subsidiary companies and monitors the performance of such companies, inter-alia, by the following means:

b) The Audit Committee of the Company reviews financial statements quarterly.

c) All minutes of the meetings of subsidiary companies are placed before the Company’s Board regularly.

d) A statement containing all significant transactions and arrangements entered into by the unlisted subsidiary companies is placed before the Company’s Board.



General Body Meetings

(a) Location and time where the AGM were held in last 3 years :-

Year AGM Location Day, Date & Time Special Resolution

2011-2012 4th Hall of Cultures, Discovery of India Building, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018

Monday, 24.09.2012 at 3.30 p.m.

No Special Resolution was passed

2010-2011 3rd Hall of Cultures, Discovery of India Building, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400018.

Thursday, 13.10.2011 at 3.30 p.m.


2009-2010 2nd Dalamal House, 1st Floor, Nariman Point, Mumbai - 400021

Tuesday, 22.06.2010 at 4.30 p.m.


b) The following Resolution passed by Postal Ballot on 7th November, 2012

Appointment of Mr. Jaydeep Banerjee as Managing Director

c) Are Special Resolutions proposed to be put through postal ballot this year – No

None of the businesses proposed to be transacted in the ensuing Annual General Meeting require passing a special resolution through postal ballot

Disclosures

1) There were no materially significant related party transactions i.e. transactions of the Company of material nature, with its Promoters, Directors or the Management, their Subsidiaries, or relatives etc. during the year, that may have potential conflict with the interest of the Company at large.

2) There is no pecuniary relationship or transactions of non-executive directors vis-a-vis the Company which has potential conflict with the interests of the Company at large.

3) No penalties or strictures have been imposed on the Company by the Stock Exchange, or SEBI, or any Statutory Authority on any matter related to capital markets during the last three financial years.

4) All mandatory requirements as per clause 49 of the listing agreement have been complied with by the company.

5) The Company has placed before the Audit Committee the statement of utilization of funds raised through public issues on quarterly/ annual basis.

6) Company follows the Accounting Standards issued by the Institute of Chartered Accountants of India and Company (Accounting Standards) Rules, 2006. The company has not adopted a treatment different from that prescribed in any Accounting Standard, in the preparation of financial statements.

7) The company has laid down procedures to inform Board members about the risk assessment and minimization procedures, which are periodically reviewed.

8) In terms of clause 49(V) of the Listing Agreements, the Managing Director and the Chief Financial Officer of the Company has made a certification to the Board of Directors in the prescribed format for the year under review, which has been reviewed, noted and taken on record by the Board.

9) Presently the Company does not have a Whistle Blower Policy. However all employees of the Company are free to approach any Management Member for any Grievance.

Means of Communication:

a. Stock Exchange Intimation: The unaudited quarterly financial statements are announced within forty-five days of the end of each quarter and the audited annual results are announced within sixty days from the end of the last quarter. The aforesaid financial statements after being taken on record by the Audit Committee and Board of Directors are communicated to the Stock Exchanges where the shares of the Company are listed.



b. Newspapers: Quarterly and Annual Results are published in newspapers viz Business Standard and Tarun Bharat in the format prescribed under Clause 41 of the Listing agreement with the stock exchanges where the shares of the Company are listed.

c. Website: The financial results are also posted on the Company’s Website www.birlapacificmedspa.com The Company’s website provides information about its business and the Section on “Investor’s Information” serves to inform and service the Shareholders allowing them to access information at their convenience.

d. Annual Report: Annual Report is circulated to all the members within the required time frame.

e. Investor Email ID of the Registrar & Share Transfer Agents: All the share related requests/ queries/correspondence, if any, are to be forwarded by the investors to the Registrar and Transfer Agents of the Company Adroit Corporate Services Private Limited and/ or email them at [email protected].

f. Designated Email ID for Complaints/ Redressal: In compliance of clause 47(f) of the Listing Agreement entered with the Stock Exchanges, the Company has designated an email ID [email protected] exclusively for the purpose of registering complaints/ grievances by investors. Investors whose requests/ queries/correspondence remain unresolved can send their complaints/ grievances to the above referred e-mail ID and the same would be attended to promptly by the Company.

General Shareholder’s Information:

The Company is registered in the State of Maharashtra, India. The Corporate Identification Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L85100MH2008PLC184689

1 Annual General Meeting proposed to be held

Day, Date & Time : Saturday, 28th September, 2013, 11.30 A.M.

Venue : Gopi Birla Memorial School, 68, Walkeshwar Road, Mumbai-400 006

2 Financial Calendar for the year 2013-14 (Proposed)

Accounting Year : April 1, 2013 to March 31, 2014

First Quarter Results : 14th August, 2013 (actual)

Second Quarter Results : 2nd week November, 2013

Third Quarter Results : 2nd week February, 2014

Fourth Quarter Results : Last week of May, 2014

Mailing of Annual Report : July/August, 2014

Annual General Meeting : On or before 30th September, 2014

3 Book Closure Date : 26th September, 2013 to 28th September 2013 (both days inclusive)

4 Registered Office : Dalamal House, 1st Floor, 206, J. B. Marg, Nariman Point, Mumbai – 400 021.

5 Listing of Equity Shares : Bombay Stock Exchange Ltd. , P. J. Towers, Dalal Street, Mumbai 400 023.

On the Stock Exchange

Note: Listing Fees for the year 2012-13 has been paid to Bombay Stock Exchange Limited.

Stock Code : 533469

ISIN No. for the Company’s : INE341L01017

Equity Shares in Demat form

Depositories connectivity : NSDL and CDSL



6. Stock Price Data : Monthly High/ Low of market price of the Company’s shares traded on the Bombay Stock Exchange Ltd. (BSE) during

the financial year ended 31st March, 2013 is furnished below:

MonthsBSE Sensex

High (Rs.) Low High (Rs.) Low

April 2012 6.34 4.65 17664.10 17010.16

May 2012 5.83 4.58 17432.33 15809.71

June 2012 5.68 4.70 17448.48 15748.98

July 2012 5.10 3.30 17631.19 16598.48

August 2012 4.05 2.86 17972.54 17026.97

September 2012 3.12 2.54 18869.94 17250.80

October 2012 2.75 2.36 19137.29 18393.42

November 2012 2.50 2.01 19372.70 18255.69

December 2012 3.47 2.07 19612.18 19149.03

January 2013 4.03 2.02 20203.66 19508.93

February 2013 2.06 1.46 19966.69 18793.97

March 2013 1.61 1.32 19754.66 18568.43

7. Registrar & Share Transfer Agents For Electronic & Physical Mode : Adroit Corporate Services Pvt. Ltd. 19/20,1st Floor, Jaferbhoy Industrial Estate, Makwana Road, Marol Naka, Andheri (E) Mumbai 400059 Tel. Nos. 91-22-28594060/6060 Fax No. 28503748 e.mail: [email protected]

Shareholders can login in to www.adroitcorporate.com, the website of our Registrar and Share Transfer Agents, M/s. Adroit Corporate Services Pvt. Ltd. for assistance.

9. Distribution of Shareholding as on March 31, 2013

No. of Equity Shares held

Total No. of Shareholders

Percentage Shareholders

No. of Shares held Percentage Shareholding

Upto 100 882 20.00 54777 0.05

101-500 1218 27.63 415262 0.37

501-1000 717 16.26 635239 0.57

1001-2000 517 11.73 851926 0.76

2001-3000 244 5.53 654638 0.58

3001-4000 116 2.63 421740 0.38

4001-5000 145 3.29 711513 0.63

5001-10000 227 5.15 1792981 1.60

10001-20000 135 3.06 2012040 1.79

20001-50000 89 2.02 2823527 2.52

50001 & above 119 2.70 101768941 90.75

Total 4409 100.00 112142584 100



10. Categories of Shareholding as on March 31, 2013

Categories No. of Shareholders

No. of Shares held

Percentage Shareholding

A Promoter and Promoter Group

Individual/Hindu Undivided Family 1 5000 0.00

Bodies Corporate(including foreign promoter) 1 22683500 20.23

Directors 2 230000 0.21

Total A 4 22918500 20.44

B Non – Promoters Holding

Non Institution Bodies corporate 209 40965743 36.53

Indian Public/Trusts 4133 44073487 39.3

Clearing Members 6 40623 0.04

Foreign Nationals 1 3383333 3.01

NRI 56 760898 0.68

Foreign Institutional Investors 0 0 0

TOTAL B 4405 89224084 79.56

TOTAL A + B 4409 112142584 100

11. Dematerialisation of shares and liquidity

94.80% of the total Equity Capital is held in dematerialized from NSDL and CDSL as on 31.03.2013. Trading in Equity Shares of the Company is permitted only in dematerialized form as per notification issued by Securities and Exchange Board of India (SEBI).

12. Outstanding GDRs/ADRs

There are no GDRs/ ADRs issued by the Company.

13. Address for Correspondence For Compliance related query Mr. Abhishek Bansal 5th Floor, Industry House, 159, Churchgate Reclamation, Mumbai 400020. Tel No. 022-66158391

Compliance with non mandatory requirements

Remuneration Committee

The Company has constituted Remuneration Committee to recommend / review remuneration of the Managing Director / Whole Time Directors based on their performance and defined assessment criteria.

The Company has presently not adopted the non mandatory requirements in regard to sending of half yearly financial performance to the shareholders at their residence.



CERTIFICATE BY THE CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT IN THE AUDITED FINANCIAL STATEMENT FOR THE YEAR 2012-13

ToThe Board of Directors BIRLA PACIFIC MEDSPA LIMITEDMUMBAI

We the undersigned hereby certify to the Board that:

(a) We have received financial statements and the cash flow statement for the year ended 31st March, 2013 and that to the best of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions were entered into by the company during the said year which are fraudulent, illegal and violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have evaluated the effectiveness of internal control systems of the company pertaining to financial reporting and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) Significant changes in internal control over financial reporting during the year;

(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

(iii) Instances of significant fraud of which we have become aware and the involvement therein, if any, of the management or any employee having a significant role in the company’s internal control system over financial reporting.

Rubin Malkani Managing Director

Place : MumbaiDate: 21st May,2013



CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE

To the Members of BIRLA PACIFIC MEDSPA LIMITED

We have examined the compliance of conditions of Corporate Governance by BIRLA PACIFIC MEDSPA LIMITED, for the year ended on 31st March, 2013, as stipulated in clause 49 of the Listing Agreement of the said Company with stock exchanges.The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring compliance of the conditions of the Corporate Governance as stipulated in clause 49 of the above mentioned Listing Agreement. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has generally complied in all material respects with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. Place: Mumbai For Roy Jacob & Co.Date: 21/05/2013 Practising Company Secretary

Roy Jacob Proprietor

Membership No.: 8220C.P. no.: 220



INDEPENDENT AUDITORS’ REPORT

To, The Members of BirlaPacificMedspaLimited

Report on the Financial Statements

We have audited accompanying financial statements of BIRLA PACIFIC MEDSPA LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2013 and the Statement of Profit and Loss and Cash Flow Statement for the period then ended, and a summary of significant accounting policies and other explanatory information.

Management’ 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 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.

Auditor’s 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.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s 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 the management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

BasisforQualifiedOpinion

Trade receivables, trade payables, loans & advances, other current assets and other current liabilities are subject to confirmation & reconciliation if any.

Opinion

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 paragraph, 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Statement of Profit and Loss, of the profit for the period ended on that date; and

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

Emphasis of Matter

We draw attention to note no. 37 of the financial statements, regarding appointment of Company Secretary and Managing Director. Our opinion is not qualified in respect of this matter.



Report on other Legal and Regulatory Requirements

Subject to matters described in the Basis for Qualified Opinion paragraph, we report that:

1. As required by the Companies (Auditor’s Report) Order, 2003,(“the order”) as amended by the Companies (Auditor’s Report) (Amendment) Order, 2004, 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 said Order.

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

a) 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 Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956.

e) On the basis of the written representations received from the directors, as on March 31, 2013 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on March 31, 2013 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956.

For Kanu Doshi AssociatesChartered Accountants

Firm Registration Number: 104746W

Jayesh ParmarPartner

Membership No: 45375Place: United KingdomDate: May 23, 2013



ANNEXURE TO THE AUDITOR’S REPORT(Referred to in paragraph 1 of Report on other Legal and Regulatory Requirements of our Report of even date on the accounts of BirlaPacificMedspaLimited for the period ended March 31, 2013)(i) a. The Company has maintained proper records showing full particulars, including quantitative details and situation

of fixed assets. b. As explained to us, the company has not physically verified any of the fixed assets during the year. However,

there is a phased programme of verification which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets.

c. There has been no disposal of substantial part of fixed assets during the period, which may affect the going concern status of the company.

(ii) a. As explained to us, inventories were physically verified during the period by the management at reasonable intervals.

b. In our opinion and according to the information and explanation given to us, the procedures of physical verification of inventories followed by the management were reasonable and adequate in relation to the size of the Company and the nature of its business.

c. In our opinion and according to the information and explanation given to us, the company has maintained proper records of its inventories and no material discrepancies were noticed on such physical verification.

(iii) a. The Company has granted unsecured loans to one company covered in the register maintained under section 301 of the Companies Act, 1956. The maximum amount involved during the period is Rs. 2,00,000 and the period end balance is Rs. Nil.

b. In our opinion, interest and other terms and conditions on which loans have been given from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company;

c. In our opinion, principal amount and interest were received regularly as per the terms of the agreement except interest accrued & due but not received amounting to Rs. 385,169.

d. In our opinion, the Company has taken reasonable step to recover overdue amount. e. The Company has taken interest free unsecured loans from one company covered in the register maintained

under section 301 of the Companies Act, 1956. The maximum amount involved during the period is Rs. 54,91,952 and the period end balance is Rs. 54,91,952.

f. In our opinion, the terms and conditions on which loans have been taken from parties listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the Company;

g. In the absence of stipulations in respect of the terms of repayment of principal amount of the aforesaid loans, we are unable to comment whether payment of principal is regular.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and with regard to sale of goods and services. During the course of our audit we have not observed any continuing failure to correct major weaknesses in internal control system.

(v) a. In respect of transactions entered in the register maintained in pursuance of section 301 of the Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations given to us, particulars of contracts or arrangements that needed to be entered into the register have been so entered.

b. In the absence of comparables in certain transactions, we are unable to comment whether the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding Rs.5,00,000/- in respect of each party during the period have been made at prices which are reasonable having regard to prevailing market price at the relevant time.

(vi) The Company has not accepted any deposits from the public within the meaning of the provisions of Section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 and rules made thereunder. Hence, the clause (vi) of the order is not applicable.

(vii) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants appointed by the management have been commensurate with the size of the Company and nature of its business.

(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance



of cost records under section 209 (1) (d) of the Companies Act, 1956 for any of the products of the Company and hence clause 4 (viiii) of the Order is not applicable to the Company.

(ix) (a) According to the information and explanations given to us and on the basis of records produced before us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, custom duty, excise duty, cess and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed arrears of statutory dues were outstanding as at March 31, 2013 for a period of more than six months from the date they became payable.

(b) There are no cases of non deposit with appropriate authorities of disputed dues of sales tax / income tax / custom tax / wealth tax / service tax/ excise authorities.

(x) The Company has been registered for a period of less than five years and hence we are not required to comment on the accumulated losses. The company has not incurred cash losses in the current financial year but has incurred in the immediately preceding financial year.

(xi) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

(xii) According to the information and explanations given to us, the Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) In our opinion, the provisions of any special statute applicable to Chit Fund, Nidhi or Mutual Benefit Fund/Societies are not applicable to the Company.

(xiv) In our opinion and according to the information and explanations given to us, the Company is not dealing or trading in shares, securities, debentures and other investments other than temporary deployment hence the provisions of the clause 4(xiv) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xv) According to the information and explanations given to us and the record examined by us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xvi) The Company has not taken any term loan during the period.(xvii) On the basis of an overall examination of the Balance Sheet of the Company and according to the information and

explanations given to us, in our opinion there are no funds raised on short-term basis, which have been used for long-term investment.

(xviii) The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act, 1956 during the period, hence the provisions of the clause 4(xviii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.

(xix) The Company has not issued debentures during the period and hence, the question of creating securities in respect thereof does not arise.

(xx) In the absence of sufficient audit evidence we are unable to comment on end use of money raised by public issues as disclosed in the notes to the financial statements.

(xxi) On the basis of our examination and according to the information and explanation given to us, no fraud, on or by the Company, has been noticed or reported during the course of our audit.


Firm registration No. 104746W


Membership No.: 45375 Place: United Kingdom Date: May 23, 2013



For Kanu Doshi Associates On behalf of the Board Chartered Accountants for Birla Pacific Medspa Limited FRN: 104746W

Jayesh Parmar Rubin Malkani Rajesh ShahPartner Managing Director Director M.No. 45375

Place : United Kingdom Place : Mumbai Date : 23rd May 2013 Date : 21st May 2013

BALANCE -SHEET AS AT MARCH 31, 2013(Amount in Rs.)

Particulars Note No.

As at 31st March, 2013


EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 2 1,121,425,840 1,121,425,840

Reserves and Surplus 3 (142,720,036) (56,755,720)

Non-Current Liabilities

Long term provisions 4 208,440 288,385

Current Liabilities

Short Term Borrowings 5 5,991,952 1,562,450

Trade payables (Refer Note No.27) 6,843,364 5,871,735

Other current liabilities 6 878,690 1,619,450

Total 992,628,249 1,074,012,139

ASSETS

Non-current assets

Fixed assets

Tangible assets 7 31,913,163 48,590,059

Intangible assets 7 7,290 16,403

Non Current investment 8 5,100,000 5,100,000

Long term loans and advances 9 663,901,149 662,220,919

Other Non Current Assets - unamortised expenses - 89,755,020

(Refer Note No. 36)

Current assets

Current investment 10 - 19,029,179

Inventories 11 1,103,946 1,384,238

Trade receivables 12 178,362 198,149

Cash and cash equivalents 13 1,478,601 21,424,804

Short-term loans and advances 14 252,546,964 221,951,324

Other current Assets 15 36,398,775 4,342,044

Total 992,628,249 1,074,012,139

Summary of Significant Accounting Policies 1

The accompanying notes are integral part of the financial statements






STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDEDMARCH 31, 2013(Amount in Rs.)


For the year ended

31st March, 2013

For the year ended

31st March, 2012

Revenue from operations 16 9,795,444 33,160,718

Other Income 17 36,200,592 12,887,633

Total Revenue 45,996,036 46,048,351

Expenses :

Cost of materials consumed 18 1,155,940 2,604,656

Purchase of Stock-in-Trade 15,022 160,391

Changes in inventories of Stock-in-Trade 19 23,068 50,666

Employeebenefitsexpense 20 5,380,239 13,973,998

Financial costs 21 119,979 274,977

Depreciation and amortization expenses 7 8,036,968 9,861,273

Other expenses 22 27,474,117 34,844,115

Total Expenses 42,205,332 61,770,076

Profitbeforetax&extraordinaryitem 3,790,704 (15,721,725)

Deferred Brand Building & IPO expenses written off 36 89,755,020 -

Profit before tax & extraordinary item (85,964,316) (15,721,725)

Tax expense:

Current tax -

Profit/(Loss)fortheyear (85,964,316) (15,721,725)

Earning per equity share: 26

Basic & Diluted (0.77) (0.16)

Number of shares used in computing earning per share (basic & diluted)

112,142,584 96,115,609





CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013(Amount in Rs.)

Particulars For the year ended 31st March 2013

For the year ended 31st March 2012

A CASH FLOW FROM OPERATING ACTIVITIESNetProfit/(Loss)beforeTaxationAdjustments for:DepreciationInterest and Finance ChargesInterest & dividend incomeUnamortised expensesLoss/Profit on sale of Fixed Assets / Investments

(85,964,316)

8,036,968 119,979

(36,200,592) -

8,682,791

(15,721,726)

9,861,273 274,977

(12,416,212) (34,116,382)

-

OperatingProfitbeforeworkingCapitalChangesAdjustments for :InventoriesTrade and Other ReceivablesTrade and Other Payables

(105,325,170)

280,292 62,808,328

150,925

(52,118,070)

55,210 201,386,096 (6,463,978)

Cash Generated from Operations (42,085,625) 142,859,258

Taxes Paid (net of refund) (3,564,050) (954,117)

Net Cash from Operating Activities (A) (45,649,675) 141,905,141

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (Including Capital advances)Advances given to related partiesAdvances refunded from related partiesInvestment in LLP Investment made in Mutual FundInvestment released from Mutual FundDividend & interest received

(533,750) (33,348,372)

46,300 - -

19,029,179 36,200,592

(542,068,638) (295,216,662)

83,000,000 (2,640,237)

(165,047,451) 146,018,272

7,170,752

Net Cash Flow from Investing Activities (B) 21,393,949 (768,783,964)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issuance of Share CapitalShare Application money paidProceeds from issuance of Share CapitalUnsecured Loan receivedInterest and Finance Charges

- - -

4,429,502 (119,979)

651,763,660 (7,000,000)

644,763,660 562,450

(274,977)

Net Cash from/(in) Financing Activities 4,309,523 645,051,133

D NET INCREASE/(DECREASE)IN CASH AND CASH EQUIVALENT (19,946,203) 18,172,310

E OPENING CASH AND CASH EQUIVALENTS 21,424,804 3,252,494

F CLOSING CASH AND CASH EQUIVALENTS 1,478,601 21,424,804

Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard (AS) - 3 “ Cash Flow Statements” as specified in the Companies (Accounting Standards) Rules, 2006.






1 1. SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting :

The financial statements have been prepared under the historical cost convention, except where impairment is made and on accrual basis in accordance with accounting principles generally accepted in India and the provisions of the Companies Act, 1956. Accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

2. Use of Estimates

The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known / materialise.

3. Revenue Recognition :

Revenue are recognised on accrual basis on Completion of Service & in case of package service on booking of package.

Revenue on interest accrued on time basis. Dividend income is recognised on the basis of right to receive to established.

4. Tangible Assets / Intangible Assets :

Tangible and Intangible Assets are stated at cost. Interest and Finance costs, if any in respect of loan for financing Fixed Assets, are capitalised till the date the assets are ready for use.

5. Depreciation / Amortisation :

Depreciation on Fixed assets has been provided on the Written down value method at the rates specified and the in the manner prescribed under Schedule XIV of Companies Act, 1956.

Expenditure on major computer software is amortised over the period of expected benefit not exceeding five years.

6. Impairment of Asset :

At the end of each accounting period, the Company determines whether a provision should be made for impairment loss on fixed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on “Impairment of Assets” issued under Accounting Standard Rules, 2006. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss recognised in the prior accounting periods is reversed if there has been a change in the estimate of recoverable amount.

7. Investments :

The investments(Long Term) are stated at cost. Provision for diminution in value is made only if decline in the value of such Investments is other than temporary. Current investments are valued at lower of cost or market value.

8. Inventory Valuation :

Inventories are valued at lower of cost or net realisable value. Cost is determined on FIFO basis.



9. Borrowing Cost :

Borrowing cost that is attributable to acquisition of qualifying asset are capitalized as part of total cost of such assets upto the date when such assets are ready for its intended use. Other borrowing cost are charged as expenses in the year in which these are incurred.

10. Taxation :

Income tax is accounted in accordance with AS-22 ‘Accounting for taxes on income’, issued under Accounting Standard Rules 2006, which includes current taxes and deferred taxes. Deferred income taxes reflect the impact of the current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available except that deferred tax assets arising due to unabsorbed depreciation and losses are recognised if there is virtual certainty that sufficient future taxable income will be available to realise the same.

11. EmployeeBenefits:

A. ShotTermEmployeeBenefits:All employee benefits payable within 12 months of rendering of the service are classified as short term benefits. Such benefits include salaries, wages, bonus, short term compensated absences, awards, exgratia, etc. and are recognized in the period in which the employee renders the related service.

B. PostEmployment/RetirementBenefits:Gratuity is provided for based on actual valuation.

12. Cash and Cash Equivalent :

Cash and cash equivalents for the purpose of Cash Flow Statement comprise cash at bank, cash in hand (including cheques in hand) and short term investment with an original maturity of three months or less.

13. Contingencies / Provisions :

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote.

14. Foreign Exchange transactions :

Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account.



NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2013(Amount in Rs.)

PARTICULARS As at 31st March, 2013


2 SHARE CAPITAL

Authorised12,50,00,000 (Previous Year 12,50,00,000) Equity Shares of Rs.10/- each

1,250,000,000

1,250,000,000

1,250,000,000 1,250,000,000

Issued, Subscribed and Fully Paid up11,21,42,584 (Previous Year 11,21,42,584) Equity Shares of Rs. 10/- each fully paid-up

1,121,425,840 1,121,425,840

TOTAL 1,121,425,840 1,121,425,840

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares entitled to one vote per share.In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company. The distribution will be in proportion to the number of equity shares held by the shareholders.

Reconciliation of no. of sharesOpening Add: Additions during the year

112,142,584

-

46,966,218

65,176,366

Closing 112,142,584 112,142,584

Details of shareholders holding more than 5% shares in the CompanyIn Equity SharesBirla wellness & healthcare Pvt. LtdNo. of Shares% holding in the classBennett, Coleman & Co. Ltd. No. of Shares% holding in the classSilver Stallion LimitedNo. of Shares% holding in the class

22,683,500 20.23%

10,714,385

9.55% - -

30,183,500 26.92%

10,714,385

9.55%

8,700,000 7.76%

3 Reserves & SurplusShare PremiumBalance as per last financial statementsAdd : Addition during the year

42,857,140 -

42,857,140 -

Closing Balance 42,857,140 42,857,140

Surplus/(deficit)inthestatementofprofitandlossBalance as per last financial statementsAdd: Profit / (Loss) for the year

(99,612,860)(85,964,316)

(83,891,135) (15,721,725)

NetdeficitinthestatementofprofitandLoss (185,577,176) (99,612,860)

TOTAL (142,720,036) (56,755,720)






4 Long Term ProvisionsGratuity (unfunded) 208,440

288,385

TOTAL 208,440 288,385

5 Short Term BorrowingsUnsecured"Loans & Advances from Related party repayable on demand (refer note no.31)"Birla Wellness & Healthcare Pvt. Ltd.Birla Hospital & Medical Research centre Pvt. Ltd.Nirved Traders Pvt. Ltd.

5,491,952 300,000 200,000

1,562,450 - -

TOTAL 5,991,952 1,562,450

6 Other Current LiabilitiesAdvance from customersAdvance Interest receivedESIC PayableProfession Tax PayableProvident Fund PayableService Tax payableVAT payableTDS payable

164,416

- 6,820 3,900 6,615

633,656 2,884

60,399

155,000 7,131

12,789 5,325

10,886 861,747

- 566,572

TOTAL 878,690 1,619,450






8 Non Current Investment

Trade Investment - Unquoted (valued at cost unless stated otherwise)

Investment in Subsidiary 5,100,000 5,100,000

Birla IVF LLP 5,100,000 5,100,000

9 Long Term Loans And AdvancesUnsecured considered goodCapital AdvancesSecurity DepositsBalance With Statutory Authorities (TDS Receivable)Advances receoverable in cash or kind

537,331,326 -

4,518,167 122,051,656

536,831,326 1,903,000

954,117 122,532,476

TOTAL 663,901,149 662,220,919

10 Current InvestmentNon-trade Investment - Unquoted (valued at cost or NRV whichever is less)Investment in Mutual Fund

-

19,029,179

TOTAL - 19,029,179

11 Inventories ConsumablesStock in trade

1,103,075 871

1,360,299 23,939

TOTAL 1,103,946 1,384,238

12 Trade ReceivablesUnsecured, considered goodDebts outstanding for a period exceeding six Months from the date they are due for payment - considered goodOther receivables

178,362 -

133,238 64,911

TOTAL 178,362 198,149

13 Cash and Cash EquivalentsBalances with Banks :On current accountsDeposit with original maturity of less than three monthsCash on hand

1,435,339 -

43,262

6,030,299 15,294,903

99,602

TOTAL 1,478,601 21,424,804

14 Short Term Loans and AdvancesUnsecured considered goodSecurity DepositsLoans and Advances to Related parties (Refer note no.31)Advances recoverable in cash or in kind

850,000

245,518,734 6,178,230

8,017,500

212,216,662 1,717,162

TOTAL 252,546,964 221,951,324






15 Other Current assetsInterest receivable from related party (refer note no.31)Interest accrued and dueInterest accrued but not due

385,169 36,013,606

382,432 3,959,612

TOTAL 36,398,775 4,342,044

16 Revenue from operationsRevenue from servicesSale of ProductsOther operating revenuesOT Rentals

9,757,354

38,090

-

32,899,498 242,181

19,039

Revenue from operations 9,795,444 33,160,718

17 Other IncomeRent IncomeDividendInterest IncomeOther Miscellaneous Income

-

163,660 36,036,932

-

459,677 5,047,452 7,368,760

11,744

TOTAL 36,200,592 12,887,633

18 Cost of materials consumedOpening StockAdd: Material purchasedLess: Closing Stock

1,360,299 898,716

(1,103,075)

1,364,843

2,600,112 (1,360,299)

TOTAL 1,155,940 2,604,656

19 Change in Inventories of stock in tradeOpening StockFinished Goods

Closing StockFinished Goods

23,939 23,939

871 871

74,605 74,605

23,939 23,939

Increase/(Decrease) (23,068) (50,666)

20 EmployeebenefitsexpenseSalaries and Wages (Including Bonus and Gratuity, leave encashment)Contribution to Provident and other FundsStaff Welfare Expenses

5,113,061

77,091 190,087

13,391,483

256,447 326,068

TOTAL 5,380,239 13,973,998

21 Finance CostsCard collection chargesBank charges

105,808 14,172

248,224 26,753

TOTAL 119,979 274,977






22 Other expensesAdvertisementRentBrokerageBusiness PromotionDoctors feeConsultancyConveyanceElectricityInsuranceLegal & Professional ChargesLicence feesProfessional TaxRepairs & Maintenance - Machinery - OthersSales CommissionDirector Sitting feesTelephone expenditureStamp DutyDirector RemunerationLoss on Sales / Discard of fixed assetsTravelling expenditureInterest on late payent of Service Tax & TDSMiscellaneous expenditure

32,974,335 1,346,120 9,533,376

- -

2,238,475 1,496,692

324,393 671,849

- 1,020,211

8,225 2,500

280,952 161,581

- 227,000 357,612

- 600,000

8,682,791 -

22,321 500,019

23,604,654 -

13,520,936 -

178,423 6,077,596 3,624,196 1,088,242

789,317 107,023

4,902,261 8,335 2,500

256,453 1,049,935

12,000 162,000 571,669

- 1,200,000

- 255,251 17,675

1,020,304

TOTAL 27,474,117 34,844,115

23 Background of the company:

The company is currently engaged in the business of cosmetic and medical services.

24 Trade receivables, trade payables, loans & advances, other current assets and other current liabilities are subject to confirmation & reconciliation if any.

25 Remuneration to Auditors :

Particulars 31-Mar-13 31-Mar-12

Statutory Audit 100,000 100,000

Taxation Matters 25,000 25,000

Out of Pocket expenses 11,045 3,889

Other services 65,000 896,903



26 Earning per share is calculated as follows:


Net Profit / (Loss) after tax (85,964,316) (15,721,725)

Equity shares outstanding as at the period end (in Nos.) 112,142,584 112,142,584

Weighted Average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share

112,142,584 96,115,609

Nominal Value per Equity Share (in Rs.) 10 10

Earning Per Share (Basic & Diluted) (in Rs.) Not Annualised (0.77) (0.16)

27 As the company does not have information as to which of its creditors is registered under The Micro, Small and Medium Enterprises Development Act, 2006 , no disclosure as required by the said Act is given.

28 The Company has entered into operating lease arrangements for several premises. The future minimum lease payments in respect of such non-cancellable operating leases are summarized below:


Amount due within one year from the balance sheet date 665,973 5,999,277

Amount due in the period between one year and five years - 3,774,176

Amount due later than five years - -

The Following Lease payments are recognized in Profit and Loss Account:

Lease Rent 9,533,376 13,520,936

General description of the leasing arrangement:

i) Leased Assets: Premises.

ii) Future lease rentals are determined on the basis of agreed terms.

iii) At the expiry of the lease term, the Company can extend the lease with mutual agreement with Lessee.

29. The break up of deferred tax assets and liabilities as at 31st March, 2013 is as under:

Deferred Tax Liability/(Asset) 31-Mar-13 31-Mar-12

Timing difference on account of DepreciationProvision for GratuityBrand Building ExpensesDeferred Tax Asset on Income Tax Loss

(5,333,069)(67,628)

- (81,521,321)

(2,121,015) (89,111)

27,734,301 (53,637,502)

Net deferred tax Liability/(Asset) (86,922,019) (28,113,326)

No recognition of the Deferred Tax Asset as above has been made as the realization of the said Assets is not virtually certain.

30 Remuneration, perquisites and other payments to the Managing Director.


Salary 600,000 1,200,000

Consultancy Fees 600,000 3,251,309

Incentive 548,387 -

Total 1,748,387 4,451,309



31 Related Party Disclosure as per Accounting Standard - 18 :

a) Holding Company

Birla Wellness & Healthcare Pvt Ltd (Upto 29 June 2011)

b) Key Management Personnel

Mr. Yashovardhan Birla Director (Upto 14th February 2013)

Mr. PVR Murthy Director

Mr. Abhijit Desai Managing Director (Upto 30th September 2012)

Mr. Jaydeep Banerjee Managing Director (From 7th November 2012 to 14th February 2013)

c) Enterprises where Key Management Personnel have got significant influence

Birla Lifestyle Pvt Ltd

Birla Kerala Vaidhyashala Pvt Ltd.

Birla Wellness & Healthcare Pvt Ltd

Birla Shloka Edutech Limited

Birla Research & Lifesciences Ltd.

Birla Power Solutions Ltd.

Birla Surya Ltd.

Birla Cotsyn Ind. Ltd

Birla Infrastructure Ltd.

d) Relatives of Key Managerial Personnel

Mrs. Avanti Birla

e) Partnership where Company is a partner.

Birla IVF LLP

Nature of Transactions with Related Parties :

Particulars Refer to (a) aboveCurrent Year

(Previous Year)

Refer to (b) aboveCurrent Year

(Previous Year)

Refer to (c) aboveCurrent Year

(Previous Year)

Refer to (d)aboveCurrent Year

(Previous Year)

Refer to (e) aboveCurrent Year

(Previous Year)

Sales

Mrs. Avanti Birla Nil

(23,417)

Mr. Yashovardhan Birla 60,000

(439,927)

PVR Murthy Nil

(16,545)

Purchase

Birla Research & Lifesciences Ltd. 16,900

Nil

Salary, Remuneration & Prof. Fees

Dr. Abhijit Desai 1,748,387

(4,451,309)



Particulars Refer to (a) above

Current Year (Previous Year)

Refer to (b) above


Refer to (c) above


Refer to (d)above


Refer to (e) above


Unsecured Loan Taken

Birla Wellness & Healthcare Pvt Ltd 3,929,502

(10,500,000)

Birla Hospitals & Medical Research Centre 300,000

(Nil)

Nirved Traders Pvt. Ltd. 200,000

(Nil)

Birla Power Solutions Ltd. NIL

(13,000,000)

Unsecured Loan returned

Shearson Investment & Trading Co. Pvt. Ltd. NIL

(1,000,000)

Birla wellness & Healthcare Pvt. Ltd. NIL

(8,937,550)

Birla Power Solutions Ltd. Nil

(13,000,000)

Unsecured Loan given

Birla Cotsyn Ind. Ltd Nil

(6,000,000)

Birla Infrastructure Ltd. Nil

(10,600,000)

Birla Power Solutions Ltd. 6,102,072

(181,000,000)

Birla Research & Lifesciences Ltd. 27,200,000

(24,150,000)

Birla surya Ltd. Nil

(50,000,000)

Birla Shloka Edutech Limited Nil

(10,000,000)

Unsecured Loan Refund

Birla Research & Lifesciences Ltd. Nil

(10,000,000)

Birla surya Ltd. Nil

(40,000,000)


(10,000,000)





Refer to (b) above


Refer to (c) above


Refer to (d)above


Refer to (e) above



(10,000,000)

Share Application money returned

Birla wellness & Healthcare Pvt. Ltd. Nil

(7,000,000)

Interest Accrued

Birla Cotsyn 900,000

(125,410)

Birla Infrastructure Ltd. 1,590,000

(830,901)

Birla Kerala Vaidyashala 3,041

(Nil)


(4,051,230)


(181,066)


(237,704)

Birla surya Ltd. 1,500,000

(520,492)

Interest Receivable


(Nil)


(747,811)

Birla Kerala Vaidyashala 2,737

(Nil)


(2,896,170)


(162,959)

Birla Shloka Edutech Limited 54,153

(54,153)


(468,443)





Refer to (b) above


Refer to (c) above


Refer to (d)above


Refer to (e) above


Expenses Incurred by Related Parties

Conveyance

Birla Viking Travels Ltd Nil

(117,340)

Reimbursement of Salary

Birla Wellness & Healthcare Pvt Ltd Nil

(3,822,500)

Electricity

Birla Lifestyle Pvt Ltd Nil

(27,009)

Expenses Incurred for Related Parties

b) Salary


(466,662)

Travelling Expenses


(255,251)

Receipt of Rent

Birla Kerala Vaidhyashala Pvt Ltd. Nil

(507,024)

Payables

Birla Lifestyle Pvt Ltd 80,934

(80,934)

Short Term Unsecured Loan Payable


(1,562,450)

Nirved Traders Pvt. 200,000

(Nil)

Birla Hospital & Medical Research Centre P. Ltd.

300,000

(Nil)

Short Term Loans & Advances Receivable

Birla Cotsyn 6,000,000

(6,000,000)


(10,600,000)




(171,000,000)


(14,616,662)


(10,000,000)

Investments

Birla IVF LLP 5,100,000

(5,100,000)

32 SEGMENT REPORTING

The Company is operating in only one segment, namely, in the business of medical and healthcare treatments.

33 Figures are rounded off to the nearest rupee.

34 Previous period figures are regrouped and rearranged wherever necessary.

35 The company made its Initial Public Offering (IPO) in June 2011 and has issued 6,51,46,366.Equity shares of Rs. 10/- each for cash at a price of Rs. 10/- per Equity share aggregating to Rs. 65,17,63,660. Pursuant to the issue, the Equity Share Capital of Company stands increased to Rs. 1,12,14,25,840. The Equity Shares have been listed on the Bombay Stock Exchange Limited with effect from 7th July, 2011.

36 Exceptional Item represents writting off of deferred accumulated revenue expenditure of Rs.8,97,55,020 being in the nature of Brand Building Expenses and IPO expenses.

37 The company is in the process of recruiting full time Secretary as required by Sec. 383A of the Companies Act, 1956 and Managing Director as required by Sec. 269 of the Companies Act, 1956.

38 Utilisation of money raised by public issues is as under:

Sr. No.

Description Total Estimated cost

Deployed upto 31st Mar. 2013

12345678910

Capital Expenditure for Setting up of IVF Centres *Capital Expenditure for Setting up of Integrated Wellness Centres *Capital Expenditure for Setting up of Ayurveda / Therapy Centres *Capital Expenditure for Setting up of Evolve Centres *Sports Nutrition Business & related Capital expenditure *Working Capital Requirement for existing Evolve CentresBrand PromotionIssue ExpensesContingenciesPreliminary & Preoperative expenses

250.00 500.00

1,000.00 500.00

1,000.00 1,370.00 1,000.00

650.00 123.75 123.75

267.19 570.90

1,026.43 550.34

1,003.19 70.00 76.23 446.81

- 123.75

TOTAL 6,517.50 4,134.84

* Expenditure in form of Advances

The notes referred to above form an integral part of the accounts. For Kanu Doshi Associates On behalf of the Board Chartered Accountants for Birla Pacific Medspa Limited FRN: 104746W





STATEMENT REGARDING SUBSIDIARY COMPANIES PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956

The net aggregate amount of Subsidiary’s Profit/(Loss)sofarasitconcerns the members

of the Holding Company not dealt with in the Holding

Company’s Accounts

The net aggregate amount of Subsidiary which has been dealt with in the account of

Holding Company

Name of Subsidiary

Period of the Subsidiary Company

Capital Contri-bution

Percentage of Holding

For the Current Period

For Previ-ous Period

since it became

subsidiary

For the Current Period

For Previ-ous Period

since it became

subsidiary

Birla IVF LLP April 1, 2012 to March 31, 2013

51,00,000 51% (6,87,338) (15,72,793) _ _

On Order of the Board Rubin Malkani Rajesh Shah Managing Director Director

Place: MumbaiDate: 21st May, 2013



AUDITOR’S REPORT TO THE BOARD OF DIRECTORS OF BIRLA PACIFIC MEDSPA LIMITED ON THE CONSOLIDATED FINANCIAL STATEMENT

We have audited the accompanying consolidated financial statements of Birla Pacific Medspa Limited (“the Company”) and its subsidiary, which comprise the consolidated Balance Sheet as at March 31, 2013, and the consolidated Statement of Profit and Loss and the consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the consolidated financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 presentation of the consolidated financial statements that give a true and fair view 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 consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion.

BasisforQualifiedOpinion

Trade receivables, trade payables, loans & advances, other current assets and other current liabilities are subject to confirmation & reconciliation if any.

Opinion

Based on our audit financial statements to the best of our information and according to the explanations given to us, Subject to matters described in the Basis for Qualified Opinion paragraph, we are of the opinion that the attached consolidated financial statements give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the consolidated Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

(b) in the case of the consolidated Profit and Loss Account, of the profit for the year ended on that date; and

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


Firm Registration Number: 104746W


Membership No. 45375Place: United KingdomDate: 23rd May, 2013



The accompanying notes are integral part of the financial statementsFor Kanu Doshi Associates On behalf of the Board Chartered Accountants for Birla Pacific Medspa Limited FRN: 104746W



CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2013(Amount in Rs.)




EQUITY AND LIABILITIES

Shareholders' Funds

Share Capital 2 1,121,425,840 1,121,425,840

Reserves and Surplus 3 (144,980,167) (58,328,513)

Minority Interest 2,728,502 3,388,886

Non-Current Liabilities

Long term provisions 4 208,440 288,385

Current Liabilities

Short Term Borrowings 5 5,991,952 1,562,450

Trade payables (Refer Note No.27) 6 8,471,410 8,724,805

Other current liabilities 7 1,066,865 1,981,014

Short Term Provisions - current tax 354,721 -

Total 995,267,563 1,079,042,866

ASSETS

Non-current assets

Fixed assets

Tangible assets 8 36,603,224 54,394,945

Intangible assets 8 7,289 16,402

Long term loans and advances 9 664,401,149 662,726,737

Other Non Current Assets-Unamortised expenses - 89,755,020

(Refer Note No. 36)

Current assets

Current investment 10 - 19,029,179

Inventories 11 1,549,749 1,633,171

Trade receivables 12 178,362 198,149

Cash and cash equivalents 13 3,522,766 24,986,613

Short-term loans and advances 14 252,606,249 221,960,606

Other current Assets 15 36,398,775 4,342,044

Total 995,267,563 1,079,042,866







CONSOLIDATED STATEMENT OF PROFIT AND LOSS(Amount in Rs.)


For the year ended

31st March, 2013

For the year ended

31st March, 2012

Revenue from operations 16 21,337,086 39,301,508

Other Income 17 36,335,026 13,000,175

Total Revenue 57,672,112 52,301,683

Expenses :

Cost of materials consumed 18 5,183,772 4,832,470

Purchase of Stock-in-Trade 15,022 160,391

Changes in inventories of Stock-in-Trade 19 23,068 50,666

Employee benefits expense 20 6,408,841 14,755,063

Financial costs 21 119,980 274,977

Depreciation and amortization expenses 8 9,151,792 11,197,701

Other expenses 22 33,955,654 39,836,047

Total Expenses 54,858,129 71,107,315

Profitbeforetax&extraordinaryitem 2,813,983 (18,805,632)

Deferred Brand Building & IPO expenses written off 35 89,755,020

Profitbeforetax&extraordinaryitem (86,941,037) (18,805,632)

Tax expense:

Current tax 371,000 -

Profit/(Loss)fortheperiod (87,312,037) (18,805,632)

Earning per equity share: 26

Basic & Diluted -0.78 10.00

Number of shares used in computing earning per share (basic & diluted)

112142584 96,115,609





CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2013(Amount in Rs.)

Particulars For the year ended 31st March 2013

For the year ended 31st March 2012

A CASH FLOW FROM OPERATING ACTIVITIESNetProfit/(Loss)beforeTaxationAdjustments for:DepreciationInterest and Finance ChargesInterest & dividend incomeBrand Building expensesLoss/Profit on sale of Fixed Assets / Investments

(87,312,037)

9,151,792

119,980 (36,335,026)

- 8,682,791

(18,805,633)

11,197,701

275,282 (12,528,754) (34,116,382)

-

OperatingProfitbeforeworkingCapitalChanges (105,692,500) (53,977,786)

Adjustments for :InventoriesTrade and Other ReceivablesTrade and Other Payables

83,422 62,758,325 (1,247,489)

(193,723)

200,882,632 (3,249,342)

Cash Generated from OperationsTaxes Paid (net of refund)Net Cash from Operating Activities

(44,098,242) (3,203,511)

(47,301,753)

143,461,781 (959,935)

142,501,846

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (Including Capital advances)Advances given to related partiesAdvances refunded from related partiesAdjusment of prior period payments of LLPInvestment made in Mutual FundInvestment released from Mutual FundDividend & interest received

(533,750)

(33,348,372) 46,300

19,029,179 36,335,026

(549,209,951) (295,216,662)

83,000,000 2,459,763

(165,047,451) 146,018,272

7,277,476

Net Cash Flow from Investing Activities 21,528,383 (770,718,553)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from issuance of Share CapitalShare Application money paid

651,763,660 (7,000,000)

Proceeds from issuance of Share Capital - 644,763,660

Contribution of minority interest in LLPUnsecured Loan receivedInterest and Finance Charges

4,429,502 (119,980)

4,900,000 562,450

(275,282)

Net Cash from Financing Activities 4,309,522 649,950,828

DEF

NET INCREASE/(DECREASE)IN CASH AND CASH EQUIVALENTOPENING CASH AND CASH EQUIVALENTSCLOSING CASH AND CASH EQUIVALENTS

(21,463,848) 24,986,613 3,522,766

21,734,121 3,252,494

24,986,613

Cash flow statement has been prepared under the indirect method as set out in the Accounting Standard (AS) - 3 “ Cash Flow Statements” as specified in the Companies (Accounting Standards) Rules, 2006.






1 SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting :

The financial statements have been prepared under the historical cost convention, except where impairment is made and on accrual basis in accordance with accounting principles generally accepted in India and the provisions of the Companies Act, 1956. Accounting policies have been consistently applied by the Company and are consistent with those used in the previous year.

2. Use of Estimates

The preparation of the financial statements, in conformity with the generally accepted accounting principles, requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the period in which the results are known / materialise.

3. Revenue Recognition :

Revenue are recognised on accrual basis on Completion of Service & in case of package service on booking of package.

Revenue on interest accrued on time basis. Dividend income is recognised on the basis of right to receive to established.

4. Fixed Assets / Intangible Assets

Tangible and Intangible Assets are stated at cost. Interest and Finance costs, if any in respect of loan for financing Fixed Assets, are capitalised till the date the assets are ready for use.

5. Depreciation / Amortisation

Depreciation on Fixed assets has been provided on the Written down value method at the rates specified and the in the manner prescribed under Schedule XIV of Companies Act, 1956.

Expenditure on major computer software is amortised over the period of expected benefit not exceeding five years.

6. Impairment of Asset :

At the end of each accounting period, the Company determines whether a provision should be made for impairment loss on fixed assets by considering the indications that an impairment loss may have occurred in accordance with Accounting Standard 28 on “Impairment of Assets” issued under Accounting Standard Rules, 2006. An impairment loss is charged to the Profit and Loss account in the period in which, an asset is identified as impaired, when the carrying value of the asset exceeds its recoverable value. The impairment loss recognised in the prior accounting periods is reversed if there has been a change in the estimate of recoverable amount.

7. Investments :

The investments(Long Term) are stated at cost. Provision for diminution in value is made only if decline in the value of such Investments is other than temporary. Current investments are valued at lower of cost or market value.

8. Inventory Valuation :

Inventories are valued at lower of cost or net realisable value. Cost is determined on FIFO basis.

9. Borrowing Cost :

Borrowing cost that is attributable to acquisition of qualifying asset are capitalized as part of total cost of such assets upto the date when such assets are ready for its intended use. Other borrowing cost are charged as expenses in the year in which these are incurred.



10. Taxation :

Income tax is accounted in accordance with AS-22 ‘Accounting for taxes on income’, issued under Accounting Standard Rules 2006, which includes current taxes and deferred taxes. Deferred income taxes reflect the impact of the current year timing differences between taxable income and accounting income for the year and reversal of timing differences of earlier years. Deferred tax assets are recognised only to the extent that there is reasonable certainty that sufficient future taxable income will be available except that deferred tax assets arising due to unabsorbed depreciation and losses are recognised if there is virtual certainty that sufficient future taxable income will be available to realise the same.

11. EmployeeBenefits:

A. ShortTermEmployeeBenefits : All employee benefits payable within 12 months of rendering of the service are classified as short term benefits. Such benefits include salaries, wages, bonus, short term compensated absences, awards, exgratia, etc. and are recognized in the period in which the employee renders the related service.

B. PostEmployment/RetirementBenefits:Gratuity is provided for based on actual valuation.

12. Cash and Cash Equivalent :

Cash and cash equivalents for the purpose of Cash Flow Statement comprise cash at bank, cash in hand (including cheques in hand) and short term investment with an original maturity of three months or less.

13. Contingencies / Provisions :

A provision is recognised when an enterprise has a present obligation as a result of past event; it is probable that an outflow of resources embodying economic benefit will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions are not discounted to its present value and are determined based on best estimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimates. A contingent liability is disclosed, unless the possibility of an outflow of resources embodying the economic benefit is remote.

14. Foreign Exchange transactions :

Transactions in foreign currencies are accounted at the exchange rate prevailing on the date of transaction. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies, are recognized in the profit and loss account.

15. Principal of Consolidation

Subsidiary Considered for consolidation:

Name of company Country of Incorporation % of Holding Accounting Periodconsidered for consolidation

Birla IVF LLP India 51% "1 April 2012 to 31 March 2013"






2 SHARE CAPITAL

Authorised12,50,00,000 (Previous Year 12,50,00,000) Equity Shares of Rs.10/- each

1,250,000,000 1,250,000,000

1,250,000,000 1,250,000,000

Issued, Subscribed and Fully Paid up11,21,42,584 (Previous Year 4,69,66,218) Equity Shares of Rs. 10/- each fully paid-up

1,121,425,840

1,121,425,840

TOTAL 1,121,425,840 1,121,425,840

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity shares entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the company. The distribution will be in proportion to the number of equity shares held by the shareholders.

Reconciliation of no. of sharesOpening 112,142,584

46,966,218

Add: Additions during the year - 65,176,366

Closing 112,142,584 112,142,584

Details of shareholders holding more than 5% shares in the CompanyIn Equity SharesBirla wellness & healthcare Pvt. LtdNo. of Shares% holding in the classBennett, Coleman & Co. Ltd. No. of Shares% holding in the classSilver Stallion LimitedNo. of Shares% holding in the class

22,683,500 20.23%

10,714,385

9.55%

30,183,500 26.92%

10,714,385

9.55%

8,700,000 7.76%

3 RESERVES & SURPLUSShare PremiumBalance as per last financial statementsAdd : Addition during the yearClosing BalanceSurplus/(deficit)inthestatementofprofitandlossBalance as per last financial statements Add: Profit / (Loss) for the yearLess : Minority interestNetdeficitinthestatementofprofitandLoss

42,857,140 -

42,857,140

(101,185,653) (87,312,037)

660,383 (187,837,307)

42,857,140 -

42,857,140

(83,891,135) (18,805,632)

1,511,114 (101,185,653)

TOTAL (144,980,167) (58,328,513)






4 Long Term ProvisionsGratuity (unfunded) 208,440 288,385

TOTAL 208,440 288,385

5 Short Term BorrowingsUnsecuredLoans & Advances from Related party repayable on demandBirla wellness & Healthcare Pvt. Ltd.Birla Hospital & Medical Research Centre Pvt. Ltd.Nirved Traders Pvt. Ltd.

5,491,952 300,000 200,000

1,562,450 - -

TOTAL 5,991,952 1,562,450

6 Trade PayableTrade payable

8,471,410 8,724,805

TOTAL 8,471,410 8,724,805

7 Other Current LiabilitiesAdvance from customersAdvance Interest receivedESIC PayableProfession Tax PayableProvident Fund PayableService Tax payableVAT PayableTDS payable

266,416 -

6,820 4,825 6,615

633,656 2,884

145,649

234,500

7,131 12,789 11,350 10,886

861,747

842,611

TOTAL 1,066,865 1,981,014

8 Fixed Assets






9 Long Term Loans And AdvancesUnsecured considered goodCapital AdvancesSecurity DepositsBalance With Statutory Authorities (TDS Receivable)Advances recoverable in cash or kind

537,331,326 500,000

4,518,167 122,051,656

536,831,326 2,403,000

959,935 122,532,476

TOTAL 664,401,149 662,726,737

10 Current InvestmentNon-trade Investment - Unquoted (valued at cost or NRV whichever is less)Investment in Mutual Fund - 19,029,179

TOTAL - 19,029,179

11 Inventories ConsumablesStock in Trade

1,548,878

871 1,609,232

23,939

TOTAL 1,549,749 1,633,171

12 Trade ReceivablesUnsecured, considered goodDebts outstanding for a period exceeding six Months from the date they are due for payment- considered goodOther receivables

178,362 -

133,238 64,911

TOTAL 178,362 198,149

13 Cash and Cash EquivalentsBalances with Banks :On current accountsDeposit with original maturity of less than three monthsCash on hand

1,458,704 1,980,000

84,062

9,580,400 15,294,903

111,310

TOTAL 3,522,766 24,986,613

14 Short Term Loans and AdvancesUnsecured considered goodSecurity DepositsLoans and Advances to Related partiesAdvances recoverable in cash or in kind

850,000 245,518,734

6,237,515

8,017,500 212,216,662

1,726,444

TOTAL 252,606,249 221,960,606

15 Other Current assetsOther receivable from related partyInterest accrued and dueInterest accrued but not due

385,169 36,013,606

382,432 3,959,612

TOTAL 36,398,775 4,342,044






16 REVENUE FROM OPERATIONSRevenue from servicesSale of ProductsOther operating revenuesOT Rentals

21,298,996

38,090

-

39,040,288

242,181

19,039

TOTAL 21,337,086 39,301,508

17 OTHER INCOMERent IncomeDividendInterest IncomeOther Miscellaneous Income

- 163,660

36,171,366 -

459,677

5,047,452 7,481,302

11,744

TOTAL 36,335,026 13,000,175

18 COST OF MATERIALS CONSUMEDOpening StockAdd: Material purchasedLess: Closing Stock

1,609,232 5,123,418

(1,548,878)

1,364,843 5,076,859

(1,609,232)

TOTAL 5,183,772 4,832,470

19 INCREASE DECREASE IN INVENTORIES OF STOCK IN TRADE

Opening Stock

Finished Goods 23,939 74,605

23,939 74,605

Closing Stock

Finished Goods 871 23,939

871 23,939

Increase/(Decrease) (23,068) (50,666)

20 EmployeebenefitsexpenseSalaries and Wages (Including Bonus and Gratuity, leave encashment)Contribution to Provident and other FundsStaff Welfare Expenses

6,065,794

77,091 265,956

14,037,425

256,447 461,191

TOTAL 6,408,841 14,755,063

21 Finance CostsCard collection chargesBank charges

105,808 14,172

248,224 26,753

TOTAL 119,980 274,977






22 OTHER EXPENSESAdvertismentRentBusiness PromotionDoctors FeeDonor FeeConsultancyConveyanceElectricityInsuranceLegal & Professional ChargesLicence FeesProfessional TaxRepairs & Maintenance - Machinery - OthersSales CommissionDirector Sitting FeesTelephone ExpenditureDirector RemunerationFixed Assets W/OffTravelling ExpenditureInterest On Late Payment Of TaxesMiscellaneous Expenditure

1,381,120 10,973,376

- 5,944,925

605,000 1,496,692

333,086 755,592

- 1,303,016

17,735 2,500

347,814 203,167

- 227,000 373,460 600,000

8,682,791 20,848 22,321

665,211

251,920 14,960,936

379,493 8,032,596

315,050 3,624,196 1,108,278

876,239 107,023

5,300,872 8,335 2,500

256,453 1,082,852

12,000 162,000 592,858

1,200,000 -

255,251 20,942

1,286,254

TOTAL 33,955,654 39,836,047

23 Background of the company: The company is currently engaged in the business of cosmetic and medical services & providing medically assisted

reproductive services 24 Trade receivables, trade payables, loans & advances, other current assets and other current liabilities are subject to

confirmation & reconciliation if any. 25 Remuneration to Auditors :

Statutory Auditors 31-Mar-13 31-Mar-12

Statutory Audit 200,000 200,000

Taxation matters 25,000 25,000

Out of Pocket expenses 11,045 3,889

Other services 65,000 896,903

26 Earning per share is calculated as follows:


Net Profit / (Loss) after tax 2,813,980 (18,805,632)

Equity shares outstanding as at the period end (in Nos.) 112,142,584 112,142,584



Weighted Average number of Equity Shares used as denominator for calculating Basic and Diluted Earning Per Share

112,142,584 96,115,609

Nominal Value per Equity Share (in Rs.) 10 10

Earning Per Share (Basic & Diluted) (in Rs.) Not Annualised 0.03 (0.20)

27 As the company does not have information as to which of its creditors is registered under The Micro, Small and Me-dium Enterprises Development Act, 2006 , no disclosure as required by the said Act is given.

28 The Company has entered into operating lease arrangements for several premises. The future minimum lease pay-ments in respect of such non-cancellable operating leases are summarized below:


Amount due within one year from the balance sheet date 1,025,973 6,719,277

Amount due in the period between one year and five years - 4,494,176

Amount due later than five years - -

The Following Lease payments are recognized in Profit and Loss Account:

Lease Rent 10,973,376 14,960,936

29 The break up of deferred tax assets and liabilities as at 31st March 2010 is as under:

Deferred Tax Liability/(Asset) 31-Mar-13 31-Mar-12

Timing difference on account of DepreciationProvision for GratuityDisallowance under Sec 40(a)Brand Building ExpensesDeferred Tax Asset on Income Tax Loss

(9,272,826) (67,628)

- 29,121,016

(52,400,305)

(2,509,208) (89,111)

27,734,301 (53,637,502)

Net deferred tax Liability/(Asset) (32,619,743) (28,501,520)

No recognition of the Deferred Tax Asset as above has been made as the realization of the said Assets is not virtually certain.

30 Remuneration, perquisites and other payments to the Managing Director:


Salary 600,000 1,200,000

Consultancy Fees 600,000 3,251,309

Incentive 548,387 -

Total 1,748,387 4,451,309

31 Related Party Disclosure as per Accounting Standard - 18 :

a) Holding Company

Birla Wellness & Healthcare Pvt Ltd (Upto 29 June 2011)

b) Key Management Personnel Mr. Yashovardhan Birla Director (Upto 14th February 2013) Mr. PVR Murthy Director Mr. Abhijit Desai Managing Director(Upto 30th September 2012) Mr. Jaydeep Banerjee Managing Director(From 7th November 2012 to 14th Februyary 2013)



Dr. Arun Waman Apte

Dr. Jaydeep D. Tank

Dr. Mahesh Asher

Dr. Nayak Sudhir Gurunath

Dr. Rajendra S. Nagarkatti

Dr. Sanjay R. shah

Dr. Urmila Pawan Surekha

c) Enterprises where Key Management Personnel have got significant influence

Birla Lifestyle Pvt Ltd

Birla Kerala Vaidhyashala Pvt Ltd.

Birla Wellness & Healthcare Pvt Ltd (after 29 June 2011)

Birla Shloka Edutech Limited

Birla Research & Lifesciences Ltd.

Birla Power Solutions Ltd.

Birla Surya Ltd.

Birla Cotsyn Ind. Ltd.

Birla Infrastructure Ltd.

d) Relatives of Key Managerial Personnel

Mrs. Avanti Birla

Mr. Vasanji Ashar

Mrs. Pushpa Ashar

Dr. Parikshit Tank

Mrs. Nivedita Paghdiwalla

Nature of Transactions with Related Parties :


(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)

Sales

Mrs. Avanti Birla Nil

(23,417)

Mr. Yashovardhan Birla 60,000

(439,927)

PVR Murthy Nil

(16,545)

Salary, Remuneration & Prof. Fees

Dr. Abhijit Desai -

-

Purchase

Birla Research & Lifesciences Ltd. 16,900

Nil




(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)

Unsecured Loan Taken


(10,500,000)

Birla Hospitals & Medical Research Centre 300,000

(Nil)

Nirved Traders Pvt. Ltd. 200,000

(Nil)


(13,000,000)

Unsecured Loan returned

Shearson Investment & Trading Co. Pvt. Ltd. Nil

(1,000,000)


(8,937,550)


(13,000,000)

Unsecured Loan given

Birla Cotsyn Ind. Ltd. Nil

(6,000,000)

Birla Infrastructure Ltd. Nil

(10,600,000)


(181,000,000)


(24,150,000)

Birla Surya Ltd. Nil

(50,000,000)


(10,000,000)

Unsecured Loan Refund


(10,000,000)

Birla Surya Ltd. Nil

(40,000,000)




(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)


(10,000,000)


(10,000,000)

Share Application money returned


(7,000,000)

Interest Accrued

Birla Cotsyn Ind. Ltd. 900,000

(125,410)


(830,901)

Birla kerala Vaidyashala 3,041

(Nil)


(4,051,230)


(181,066)


(237,704)

Birla Surya Ltd. 1,500,000

(520,492)

Interest Receivable


(Nil)


(747,811)

Birla kerala Vaidyashala 2,737

(Nil)


(2,896,170)


(162,959)

Birla Shloka Edutech Limited 54,153

(54,153)




(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)


(Previous Year)

Birla Surya Ltd. 1,818,444

(468,443)

Expenses Incurred by Related Parties

Conveyance


(117,340)

Reimbursement of Salary


(3,822,500)

Electricity

Birla Lifestyle Pvt Ltd Nil

(27,009)

Expenses Incurred for Related Parties

Salary


(466,662)

Travelling Expenses


(255,251)

Receipt of Rent

Birla Kerala Vaidhyashala Pvt Ltd. Nil

(507,024)

Payables

Birla Lifestyle Pvt Ltd 80,934

(80,934)

Short Term Unsecured Loan Payable


(1,562,450)

Nirved Traders Pvt. 200,000

(Nil)

Birla Hospital & Medical Research Centre P. Ltd.

300,000

(Nil)



Short Term Loans & Advances Receivable

Birla Cotsyn 6,000,000

(6,000,000)


(10,600,000)


(171,000,000)


(14,616,662)


(10,000,000)

Doctor Consultancy charges

Dr. Arun Waman Apte 240,000

(60,000)

Dr. Mahesh Asher 225,000

(140,000) 5,100,000

Dr. Nayak Sudhir Gurunath 227,500 (5,100,000)

(128,000)

Dr. Rajendra S. Nagarkatti 821,500

(355,000)

Dr. Sanjay R. shah 340,000

(395,000)

Dr. Urmila Pawan Surekha 60,000

(40,000)

Dr. Jaydeep D. Tank 615,800

(308,600)

Dr. Parikshit Tank 247,200

(101,400)

Rent


(900,000)

Mr. Vasanji Ashar 420,000

(420,000)

Mrs. Pushpa Ashar 360,000

(360,000)



Payable

Dr. Arun Waman Apte 54,000

(18,000)

Dr. Jaydeep Tank 83,160

(83,160)


(49,500)

Dr. Rajendra Nagarkatti 117,000

(67,500)

Dr. Sanjay shah 72,000

(81,000)

Dr. Sudhir Naik 18,000

(61,200)

Dr. Parikshit Tank 35,640

(35,640)

Nivedita Pagdiwala 63,000

(63,000)

32 SEGMENT REPORTING

The Company is operating in only one segment, namely, in the business of medical and healthcare treatments.

33 Figures are rounded off to the nearest rupee.

34 Previous period figures are regrouped and rearranged wherever necessary.

35 Exceptional Item represents writting off of deferred accumulated revenue expenditure of Rs.8,97,55,020 being in the nature of Brand Building Expenses and IPO expenses.

The notes referred to above form an integral part of the accounts.






BIRLA PACIFIC MEDSPA LIMITEDRegd Office: Dalamal House, 1st Floor, J.B. Marg, Nariman Point, Mumbai-400 021.

ATTENDANCE SLIP

PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND OVER AT THE ENTRANCE OF THE MEETING HALLI/We hereby record my/our presence at the Fifth Annual General Meeting of the Company held on Saturday 28th September, 2013 at 11.30 a.m. at Gopi Birla Memorial School, 68, Walkeshwar Road, Mumbai 400 006

__________________________________ ___________________________________Name(s) of the shareholder(s) or proxy Folio No/Client ID DP ID

____________________________________Signature(s) of the shareholder(s) or Proxy

------------------------------------------------------------------- TEAR HERE -------------------------------------------------------------------

BIRLA PACIFIC MEDSPA LIMITEDRegd Office: Dalamal House, 1st Floor, J.B. Marg, Nariman Point, Mumbai-400 021.

PROXY FORM

I/We ____________________________________________________________________________________

Of_______________________________________________________________________________________

being a member/s of Birla Pacific Medspa Limited hereby appoint _________________________________________

of ____________________________________ or failing him _________________________________________

of ____________________________________ or failing of him _______________________________________

of _______________________________________________ as my/our proxy in my/our absence to attend and vote for me/us on my /our behalf at the Fifth Annual General Meeting of the Company to be held on Saturday, 28th September, 2013 at 11.30 a.m. at Gopi Birla Memorial School, 68, Walkeshwar Road, Mumbai - 400 006.

Signed this __________________ day of ___________ 2013.

Folio No./Client ID/DP ID

Pleaseaffix Re.1/RevenueStamp

Signature ___________________

Note: The proxy form duly completed must be deposited at the registered office of the Company not later than 48 hoursbefore the time of the meeting.



BOOK-POST

If undelivered, please return to :BIRLA PACIFIC MEDSPA LIMITEDRegdOffice:DalamalHouse,1stFloor,J.B. Marg, Nariman Point, Mumbai-400 021.

Documents

BIRLA PACIFIC MEDSPA LIMITED - Bombay Stock · PDF fileNOTICE is hereby given that the 5th Annual General Meeting of Birla Pacific Medspa Limited will ... for the managerial remuneration