Smith FY20

SMITH & NEPHEW HEALTHCARE PRIVATE LIMITED
Standalone Financial Statements for period 01/04/2019 to 31/03/2020
[400100] Disclosure of general information about company

Unless otherwise specified, all monetary values are in INR
01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
SMITH & NEPHEW HEALTHCARE
Name of company PRIVATE LIMITED
Corporate identity number U24239MH1994PTC080271
Permanent account number of entity AAACS8136N
B-501-509, DYNASTY
BUSINESS PARK, ,
ANDHERI-KURLA ROAD,
Address of registered office of company ANDHERI EAST , MUMBAI ,
MAHARASHTRA , INDIA -
400059
Commercial and
Type of industry Industrial
Date of board meeting when final accounts were approved 29/12/2020
Date of start of reporting period 01/04/2019 01/04/2018
Date of end of reporting period 31/03/2020 31/03/2019
Nature of report standalone consolidated Standalone
Content of report Financial Statements
Description of presentation currency INR
Level of rounding used in financial statements Actual
Type of cash flow statement Indirect Method
Whether company is maintaining books of account and other
No
relevant books and papers in electronic form
Disclosure of principal product or services [Table] ..(1)

Types of principal product or services [Axis] 1
01/04/2019
to
31/03/2020
Disclosure of general information about company [Abstract]
Disclosure of principal product or services [Abstract]
Disclosure of principal product or services [LineItems]
Product or service category (ITC 4 digit) code 9961
WHOLESALE
Description of product or service category TRADE
SERVICES
Turnover of product or service category 43,32,89,334
Highest turnover contributing product or service (ITC 8 digit) code 99611111
Wholesale of
Description of product or service pharmaceutical and
Medical goods
Turnover of highest contributing product or service 43,32,89,334
Quantity of highest contributing product or service in UoM [pure] 0
SMITH & NEPHEW HEALTHCARE PRIVATE LIMITED Standalone Financial Statements for period 01/04/2019 to 31/03/2020
[400400] Disclosures - Directors report
Details of directors signing board report [Table] ..(1)

Directors signing board report [Axis] 1 2
01/04/2019 01/04/2019
to to
31/03/2020 31/03/2020
Details of signatories of board report [Abstract]
Details of directors signing board report [LineItems]
Name of director signing board report [Abstract]
First name of director RAJ NIKUNJ
Middle name of director KUMAR KISHOR
Last name of director NAIDU SHAH
Designation of director Director Director
Director identification number of director 01576877 02858411
Date of signing board report 29/12/2020 29/12/2020
Details of material contracts/arrangements/transactions at arm's length basis [Table] ..(1)

Material contracts/arrangements/transactions at arm's length basis
01 02 03 04
[Axis]
01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020
Smith & Nephew
Smith & Nephew Adler Mediequip Smith& Nephew
Name of related party Limited, Korea Private Limited
Surgicals Pty Ltd. ,
Ltd Russia
Australia
Fellow Subsidiary Fellow Subsidiary Fellow Subsidiary Fellow Subsidiary
Nature of related party relationship company company company company
Details of material
contracts/arrangements/transactions at arm's
length basis [Abstract]
Details of material
length basis [LineItems]
Smith & Nephew
Smith & Nephew Adler Mediequip Smith& Nephew
Name of related party Limited, Korea Private Limited
Surgicals Pty Ltd. ,
Ltd Russia
Australia
Description of nature of material Purchase of good ,
contracts/arrangements/transactions with Sale of goods Recharge of Sale of goods Sale of Goods
related party expenses
Duration of material
contracts/arrangements/transactions with Ongoing Ongoing Ongoing Ongoing
related party
Amount paid as advances if any for material
contracts/arrangements/transactions with 7,40,164 26,12,82,076 26,776 6,04,756
related party
2

05 06 07 08
[Axis]
01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020
Smith &.Nephew,
Smith& Nephew Smith & Nephew Smith & Nephew Inc,
Name of related party FZE,UAE
Asia Pacific Pte Ltd.,
Ltd, Thailand USA
Singapore
Details of material
Details of material
Smith &.Nephew,
Smith& Nephew Smith & Nephew Smith & Nephew Inc,
Name of related party FZE,UAE
Asia Pacific Pte Ltd.,
Ltd, Thailand USA
Singapore
Sale of
Description of nature of material Sale of Goods,
Goods,Purchase of Purchase of
Recharge of Purchase of
contracts/arrangements/transactions with expenses
goods,Reimbursement
Goods,Recharge of
Goods,Reimbursement
related party of expense,Recharge of Expenses
expenses,
of expenses
related party
contracts/arrangements/transactions with -4,66,288 11,76,396 1,05,90,986 32,55,61,061
related party

09 010 011 012
[Axis]
01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020
Smith& Nephew Smith&.Nephew Smith & Nephew
Smith & Nephew
Name of related party Gmbh Service Centre, Medical Limited
Inc. Memphis
Orthopaedics AG,
Tutlingen Hull, UK Swilzerland
Details of material
Details of material
Smith& Nephew Smith&.Nephew Smith & Nephew
Smith & Nephew
Name of related party Gmbh Service Centre, Medical Limited
Inc. Memphis
Orthopaedics AG,
Tutlingen Hull, UK Swilzerland
Description of nature of material Purchase of Goods,
Purchase o f Purchase of Goods, Purchase of Goods,
Reimbursement of
contracts/arrangements/transactions with Goods,Reimbursement Recharge of
expenses, Recharge
Reimbursement of
related party of expenses expenses expenses
of expenses`
related party
contracts/arrangements/transactions with 47,83,904 24,60,20,256 174,56,47,276 12,37,48,236
related party
3

013 014 015 016
[Axis]
01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020
Smith& Nephew
Smith & Nephew Smith & Nephew Smith & Nephew
Name of related party Healthcare Sdn Bhd
Medical Cihazlar
(UK) Limited USD Limited
Tic . Ltd
Details of material
Details of material
Smith& Nephew
Name of related party Healthcare Sdn Bhd
Medical Cihazlar
(UK) Limited USD Limited
Tic . Ltd
Description of nature of material Recharge of Group IT &
Recharge of
contracts/arrangements/transactions with expenses, Sales of Purchase of Goods Management
expenses
related party goods Charges
related party
contracts/arrangements/transactions with -28,66,946 41,83,425 28,31,60,096 -59,56,216
related party

017 018 019 020
[Axis]
01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020
Smith & Nephew Smith & Nephew, Smith & Nephew Smith & Nephew
Name of related party Medical (Shanghai) Inc. - Fort Worth UK Ltd., Warvick, Orthopaedics KK,
Trading Company (INR) UK Japan
Details of material
Details of material
Smith & Nephew Smith & Nephew, Smith & Nephew Smith & Nephew
Name of related party Medical (Shanghai) Inc. - Fort Worth UK Ltd., Warvick, Orthopaedics KK,
Trading Company (INR) UK Japan
Description of nature of material Reimbursement of
Recharge of
contracts/arrangements/transactions with expenses
Purchase of Goods expenses, Recharge Sale of goods
related party of expenses
related party
contracts/arrangements/transactions with -7,32,619 1,02,83,355 -1,30,71,422 57,807
related party
4

01/04/2019
to
31/03/2020
Textual information (1)
Disclosure in board of directors report explanatory [TextBlock] [See below]
Description of state of companies affair [See below]
Disclosure relating to amounts if any which is proposed to carry to any Textual information (3)
reserves [See below]
DIVIDEND &
APPROPRIATIONS
T h e
Directors do not
recommend any dividend
Disclosures relating to amount recommended to be paid as dividend for the year under
consideration. No
appropriations are
proposed to be made for the
year under consideration
Details regarding energy conservation [See below]
Details regarding technology absorption [See below]
Details regarding foreign exchange earnings and outgo [See below]
Disclosures in director’s responsibility statement [See below]
Details of material changes and commitment occurred during period Textual information (8)
affecting financial position of company [See below]
Particulars of loans guarantee investment under section 186 [TextBlock] [See below]
Particulars of contracts/arrangements with related parties under section Textual information (10)
188(1) [TextBlock] [See below]
Whether there are contracts/arrangements/transactions not at arm's
No
length basis
Whether there are material contracts/arrangements/transactions at
Yes
arm's length basis
Details of statement indicating manner in which formal
annual evaluation made by board of its performance and of its NA
committees and individual directors [TextBlock]
Disclosure of extract of annual return as provided under section 92(3) Textual information (11)
[TextBlock] [See below]
Disclosure of statement on declaration given by independent directors
NA
under section 149(6) [TextBlock]
Disclosure for companies covered under section 178(1) on
directors appointment and remuneration including other matters NA
provided under section 178(3) [TextBlock]
Disclosure of statement on development and implementation of risk Textual information (12)
management policy [TextBlock] [See below]
Details on policy development and implementation by company on
corporate social responsibility initiatives taken during year [See below]
[TextBlock]
Disclosure as per rule 8(5) of companies accounts rules 2014 [TextBlock] NA
Disclosure of financial summary or highlights [TextBlock] [See below]
Change in the
nature of
Business
Disclosure of change in nature of business [TextBlock] T h e r e

was no change in the nature
of business during the
year under
review.
Details of directors or key managerial personnels who were Textual information (15)
appointed or have resigned during year [TextBlock] [See below]
Disclosure of companies which have become or ceased to be its
subsidiaries, joint ventures or associate companies during [See below]
year [TextBlock]
Details relating to deposits covered under chapter v of companies act Textual information (17)
Details of deposits which are not in compliance with requirements Textual information (18)
of chapter v of act [TextBlock] [See below]
5
Details of significant and material orders passed by

regulators or courts or tribunals impacting going concern [See below]
status and company’s operations in future [TextBlock]
Details regarding adequacy of internal financial controls with Textual information (20)
reference to financial statements [TextBlock] [See below]
Disclosure of contents of corporate social responsibility policy Textual information (21)
Disclosure of appointment and remuneration of managerial personnels Textual information (22)
Disclosure regarding issue of sweat equity shares [TextBlock] NA
Disclosure of voting rights not exercised directly by employees [TextBlock] NA
Disclosure of equity shares with differential rights [TextBlock] NA
Number of meetings of board [pure] 12
6
Disclosure in board of directors report explanatory [Text Block]
DIRECTORS REPORT
To,
The Members,
Your Directors have pleasure in presenting the Annual Report related to the affairs of the Company together with the Audited Statement of
Accounts of the Company for the year ended 31st March 2020.
COMPANY OVERVIEW
Your Company was incorporated on the 11/08/1994 as a Private Limited Company with the Registrar of Companies, Mumbai under the
Registration Number 080271 and Corporate Identity Number as
U24239MH1994PTC080271.
FINANCIAL RESULTS
The Financial highlights of the Company for the year ended 31st March, 2020 are as follows:
PARTICULARS YEAR ENDED 31st MARCH, 2020 YEAR ENDED 31st MARCH, 2019
7
Total Revenue 4,33,50,04,255 4,30,65,06,066
Total Expenditure 4,18,61,18,738 4,14,58,50,904
Profit before Tax 14,88,85,517 160,655,162
Less: Provision for Taxation
-Current 14,95,00,000 6,18,85,549
-Taxes pertaining to prior year 12,31,62,283 50,00,000
-Deferred (28,11,19,383) -
Profit after Tax 15,73,42,617 9,37,69,613
DIVIDEND & APPROPRIATIONS
The Directors do not recommend any dividend for the year under consideration. No appropriations are proposed to be made for the year
under consideration.
TRANSFER TO RESERVES
During the year under review, the Board of Directors do not recommend any amount to be transferred to reserves other than which is
statutorily required to be transferred.
SHARE CAPITAL
During the year, the following changes were made in the share capital of the company:
i) Authorised Share Capital: With approval of the members of the Company at the Extra Ordinary General Meeting held on 15th
November, 2019, the Authorised share capital of the Company was increased from 200,00,00,000/- (Rupees Two Hundred Crores Only)
divided into 20,00,00,000 (Twenty Crores) Equity Shares of Rs. 10/- each (Rupees Ten Only) to INR 250,00,00,000,(Rupees Two hundred
and fifty Crores Only) divided into 25,00,00,000 (Twenty five Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each.
ii) Paid up Capital:
8
· Pursuant to a Scheme of Arrangement between Adler Mediequip Private Limited, the Demerged Company and Smith & Nephew
Healthcare Private Limited, Resulting Company vide NCLT order dated 05th September 2019, Board of Directors at their meeting held on
October 31st, 2019 had allotted 84,63,286 fully paid up equity shares at Face value of Rs. 10 each.
· Board of Directors at their meeting held on December 19, 2019 had allotted 6,95,13,406 fully paid up equity shares at a Face value of
Rs. 10 each and premium of Rs. 0.07 each per share on a right basis.
BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES
During the year under review, there were no changes in the Composition of Board of Directors of the Company:
The Board of Directors on March 31, 2020 were:
S. NO. NAME OF THE DIRECTOR DESIGNATION DIN/PAN
Director
1. Mr. Nikunj Shah 02858411
01576877
2. Mr. Rajkumar Naidu Director
Managing Director
3. Mr. Badhri Vijayaraghavan Iyengar 07422862
Meetings of the Board of Directors and attendance of the Directors
During the year, Twelve (12) Board Meetings were convened and held on the following dates:
9
Sr. Name of the Director attended the Meeting

Date of Board Meeting
Mr. Nikunj Shah
1. May 17, 2019 Mr. Badhri VijayaraghavanIyengar
Mr. Raj Kumar Naidu
Mr. Nikunj Shah

2. June 04,2019
Mr. Badhri Vijayaraghavan Iyengar
Mr. Nikunj Shah

3. June 14, 2019
Mr. Raj Kumar Naidu
Mr. Nikunj Shah
4. September 18, 2019 Mr. Badhri VijayaraghavanIyengar
Mr. Raj Kumar Naidu
Mr. Nikunj Shah

5. October 31, 2019
Mr. Nikunj Shah

6. November 06, 2019
Mr. Raj Kumar Naidu
Mr. Nikunj Shah
7. November 15, 2019 Mr. Badhri VijayaraghavanIyengar
Mr. Raj Kumar Naidu
Mr. Nikunj Shah

8. November 30, 2019
Mr. Nikunj Shah

9. December 13, 2019
Mr. Raj Kumar Naidu
Mr. Nikunj Shah
10. December 19, 2019 Mr. Badhri VijayaraghavanIyengar
Mr. Raj Kumar Naidu
10
Mr. Nikunj Shah

11. January 16, 2020
Mr. Nikunj Shah
12. February 12, 2020 Mr. Raj Kumar Naidu
The intervening gap between the meetings was within the period prescribed under the Act.
COMMITTEE MEETINGS DETAILS:
CSR Committee Meeting:
During the year, One (01) CSR Committee Meeting was convened and held on the following dates:
Name of the Members attended the Meeting

Sr. Date of CSR Committee Meeting
Mr. Nikunj Shah

1. December 02, 2019
Mr. Badhri VijayaraghavanIyengar
POLICIES AND PROCEDURES
Risk Management Policy:
The Company has a robust strategy to identify, evaluate business risks and opportunities. This strategies seeks to create transparency,
minimize adverse impact on the business objectives and enhance the Company’s competitive advantage and helps in identifying risks trend,
exposure and potential impact analysis at a Company level as also separately for different business segments.
11
OTHER STATUTORY DISCLOSURES
Extract of Annual Return
Pursuant to the provisions of Section 92(3) of the Act and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the
extract of Annual Return in form MGT 9 is annexed as “Annexure - I”
Particulars of contracts or arrangements with Related Parties
The particulars of contracts or arrangements with Related Parties referred to in Section 188 (1) of the Companies Act, 2013 in Form AOC-2
pursuant to Section 134 (3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is attached as “Annexure-II” to this
Report.
Particulars of Loan, Guarantee and Investments under Section 186 of the Act
During the financial year 2019-20, the Company has not made any loans, or given guarantee or security or made any investments under the
provisions of Section 186 of the Act. In light of the above, the same is not applicable to the Company.
Deposits
The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 read with the
Companies (Acceptance of Deposits) Rules, 2014.
Material changes and commitments affecting the financial position of the Company
The Board was hereby informed that the Hon’ble National Company Law Tribunal (NCLT), Mumbai branch had approved the Scheme of
Arrangement under Section 230 to 232 of the Companies Act, 2013 vide order dated 05th September, 2019 for Demerger of the Marketing
and Sales Business of the Adler Mediequip Private Limited (Demerged Company) into Smith & Nephew Healthcare Private Limited
(Resulting Company) with retrospective effect from 1 April 2018.
12
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under section 134(3)
(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is as herein below;
Conservation of Energy
a.
Steps taken for conservation

1. NA
Steps taken for utilizing alternate sources of energy

2.
Capital investment on energy conservation equipments

3.
Technology absorption
b.
Efforts made for technology absorption

1. NA
Benefits derived
2.
Expenditure on Research & Development, if any

3.
Details of Technology imported, if any

4.
Year of Import
5.
Whether imported technology fully absorbed
13
6.
Areas where absorption of imported technology has not taken place, if any
7.
Foreign Exchange Earnings and Outgo

c.
Foreign Exchange Earnings by the Company

1. 8,13,79,698
Foreign Exchange Expenditure by the Company

2. 5,02,89,694
Disclosures as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of
Sexual Harassment at Workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules there under for prevention and Redressal of complaints of sexual harassment at workplace. The objective
of this policy is to lay clear guidelines and provide right direction in case of any reported incidence of sexual harassment across the
Company’s offices, and take appropriate decision in resolving such issues.
During the financial year 2019-20, the Company has not received any complaint on sexual harassment.
Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations
in future
As per the information available with the Board of Directors, there were no orders passed against the Company impacting its going concern
status.
The Hon’ble National Company Law Tribunal (NCLT), Mumbai branch had passed the order dated 05th September, 2019 approving the
Scheme of Arrangement under Section 230 to 232 of the Companies Act, 2013 for Demerger of the Marketing and Sales Business of the
Adler Mediequip Private Limited (Demerged Company) into Smith & Nephew Healthcare Private Limited (Resulting Company) with
retrospective effect from 1 April 2018.
14
Subsidiary Companies, Joint Venture or Associate Companies
During the year under review, there were no Companies which has/have become/ceased to become a Subsidiary/ Joint Ventures/ Associate
Companies.
Change in the nature of Business
There was no change in the nature of business during the year under review.
Internal Financial Control and their adequacy
Considering the size and nature of the business, presently adequate internal controls systems with reference to financial statements are in
place. However, as and when Company achieves further growth and higher level of operations, Company will review the internal control
system to match the size and scale of operations, if required.
The Company has proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against unauthorized
use or disposition and that transaction are authorised and recorded correctly.
Details of policy developed and implemented by the Company on its Corporate Social Responsibility initiatives:
In accordance with the requirement of section 135 of the Companies Act, 2013, the company has constituted a CSR Committee. The
Committee has formulated terms of reference and periodicity of its meetings on which the committee shall be accustomed to act therewith.
The CSR Policy is attached as Annexure III herewith this Board report.
Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year
15
Mr. Sandeshkumar Ashokchand Khivasara was appointed as a Company Secretary of the Company with effect from 14th June, 2019.
Mr. Badhri Iyenger (DIN No.: 07422862) was resigned from the post of Managing Director w.e.f 03rd November, 2020.
Frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the central government
No such case of fraud was reported by the auditors of the company as required under the given act and rules.
Further to this - there were no fraud cases which were required to be reported to Central Government.
Statement of declaration by Independent Director
Statement of declaration by Independent Director is not applicable to our Company.
A statement regarding opinion of the board with regard to integrity, expertise and experience (including the proficiency) of the Independent
Directors appointed during the year
A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent
Directors appointed during the year is not applicable to Company.
Vigil mechanism
The Company is in the process of investigating certain allegations received through its vigil mechanism in respect of practices adopted by its
customers/distributors in case of certain products, among other matters. Based on the results of the past investigations and information
available as of the date of approval of these financial statements, no adjustments have been considered necessary in these financial
statements.
AUDITORS
16
Statutory Auditors
M/s. B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration No. 101248W/W-100022) were appointed as the statutory auditors
of the Company for the period of five years by the Members at their Annual General Meeting (AGM) held on 30th September, 2015 and who
shall hold office till the Annual General Meeting of the Company to be held in the year 2020.
The Company proposes to re-appoint M/s. B S R & Co. LLP, Chartered Accountants as the statutory auditors of the Company for a further
term of 5 years and shall hold office as such from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual
General Meeting to be held in the Financial Year 2024-2025.
AUDITORS’ OBSERVATIONS AND DIRECTORS’ COMMENTS
There were no qualifications, reservations or adverse remarks or disclaimer in the Audit Report issued by the Statutory Auditor of the
Company for the year ended March 31, 2020.
However, Auditors noted the point in Clause X of The Companies (Auditor’s Report) Order, 2016 (CARO) in relation to the Vigil
mechanism of the Company.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and
according to information and explanation obtained by them, confirm that:
1) In the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been
followed alongwith proper explanation related to material departures;
2) They have 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 year ended March 31, 2020 and of
the Profit for the Company for that period;
17
3) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4) They have prepared the annual financial statements on a going concern basis;
5) They have devised proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
STATEMENT ON COMPLIANCE OF SECRETARIAL STANDARDS
Pursuant to Clause 9 of the Secretarial Standards-1, your Directors, to the best of their knowledge and belief, confirm that they have
complied with the applicable Secretarial Standards.
ACKNOWLEDGEMENTS
The Board of Directors are grateful for the co-operation and support from the Bankers, clients and other business partners. The Board takes
this opportunity to express their sincere appreciation for the excellent patronage, total commitment, dedicated efforts of the executives and
employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by the
shareholders.
Your Directors would like to express their gratitude to the shareholders and are deeply grateful to them for reposing their confidence and
faith in the Company.
The Directors wish to place on record their sincere appreciation of the valuable services rendered by the employees to the Company.
APPRECIATION
The Directors wish to convey their appreciation to all of the Company’s employees for their enormous personal efforts as well as their
collective contribution to the Company’s performance. The Directors would also like to thank the shareholders, customers, dealers, suppliers,
bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in
its management.
18
For and on behalf of the Board of Directors
For SMITH & NEPHEW HEALTHCARE PRIVATE LIMITED
Mr. Nikunj Kishor Shah

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Address: C/8, Sai Ashirwad C.H.S.L.,
Address: C-612, Devdeveshwar CHS Telli Street Cross Road, Andheri Railway Station,
Nahar Nagar, Near Liberty Garden,
Andheri (East), Mumbai – 400069.
Malad (West), Mumbai- 400064.
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
ANNEXURE TO THE DIRECTORS’ REPORT
ANNEXURE I
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on March 31, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
19
I.REGISTRATION AND OTHER DETAILS:
(i) CIN : U24239MH1994PTC080271
(ii) Registration Date : August 11, 1994
(iii) Name of the Company : Smith & Nephew Healthcare Private Limited
Category / Company Limited by Shares

(iv) :
Sub-Category of the Company Indian Non-Government Company
B-501-509, Dynasty Business Park,
Andheri-Kurla Road, Andheri (East),

(v) Address of the Registered office and contact details :
Mumbai-400059
E-mail Id: cs.india@smith-nephew.com
(vi) Whether listed Company : No
(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : Not Applicable
II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Wholesale of pharmaceutical and Medical goods 46497 100%
III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –
CIN/GLN
Sr. No. Name and address of the Company Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. Smith & Nephew USD Ltd. (U.K.) - Holding Company 89.04% 2(46)
20
IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
%
Number of Shares Number of
Change
held at the Shares held
Category of Shareholders during
beginning of the at the end of
the
year the year
year
% of Total % of Total
Demat Physical Total Demat Physical Total
Shares Shares
A. Promoters
1. Indian
a. Individual/HUF - - - - - - - - -
b. Central Government - - - - - - - - -
c. State Government(s) - - - - - - - - -
d. Bodies Corporate - - - - - - - - -
e. Banks/FI - - - - - - - - -
f. Any Other - - - - - - - - -
Sub – Total (A) (1) - - - - - - - - -
2. Foreign - - - - - - - - -
a. NRI – Individuals - - - - - - - - -
b. Other Individuals - - - - - - - - -
c. Bodies Corporate - 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
d. Banks/FI - - - - - - - - -
e. Any Other - - - - - - - - -
21
Sub – Total (A) (2) - 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
Total Shareholding of
Promoter
- 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
A = (A) (1) + (A) (2)
B. Public Shareholding - - - - - - - - -
I. Institutions - - - - - - - - -
a. Mutual Funds/UTI - - - - - - - - -
b. Banks / FI - - - - - - - - -
c. Central Government - - - - - - - - -
d. State Government (s) - - - - - - - - -
e. Venture Capital Funds - - - - - - - - -
f. Insurance Companies - - - - - - - - -
g. Foreign Institutional
- - - - - - - - -
Investors
h. Foreign Venture Capital

- - - - - - - - -
Funds
i. Others - - - - - - - - -
Sub Total B(1) - - - - - - - - -
Non - Institutions - - - - - - - - -
a. Bodies Corporate - - - - - - - - -
I. Indian - - - - - - - - -
II.Overseas - - - - - - - - -
b. Individual - - - - - - - - -
I. Individual shareholders
holding nominal share capital - - - - - - - - -
uptoRs. 1 Lakh
II.Individual shareholders
in excess of Rs. 1 Lakh
22
c. Others - - - - - - - - -
Sub-total (B)(2):- - - - - - - - - -
Total Public Shareholding

- - - - - - - - -
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian

- - - - - - - - -
for GDRs & ADRs
Grand Total (A+B+C) - 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
(ii) Shareholding of Promoters
Shareholding at Shareholding
Sr.
the beginning of at the end of
No
the year the year
%of Shares % of total %of Shares

% of total % change in
Pledged / shares of Pledged /
No. of shares shares of the No. of shares share holding
encumbered to the encumbered to
Company during the year
total shares Company total shares
Smith &
1. Nephew USD 139,498,666 88.99 NA 209,012,085 89.04 NA 0.05
Ltd. (U.K.)
Smith &
Nephew
2. 14,315,882 9.13 NA 14,315,882 6.10 NA 3.03
International
S.A.
Smith &
3. Nephew 2,944,118 1.88 NA 2,944,118 1.25 NA 0.63
Overseas Ltd.
Smith &
Nephew Asia
Pacific Pte
Limited
4. (Formerly -- -- NA 8,463,273 3.61 3.61

known as NA
Smith &
Nephew Pte
Limited)
23
(iii) Change in Promoters’ Shareholding:
Cumulative
Shareholding at
Sr. Shareholding
the beginning of
No. during the
the year
year
% of total
No.
% of total shares shares of
of No. of shares
of the company the
shares
company
1. Smith & Nephew USD Ltd. (U.K.)
At the beginning of the year

1. 139,498,666 88.99 209,012,085 89.04
Due to allotment
of 13 shares on
Date wise Increase / Decrease in Share holding during
31/10/2019
the year specifying the reasons for increase / decrease
2. (e.g. allotment / transfer / bonus / sweat equity etc)
Due to allotment
of 69513406
shares on
19/12/2019
At the end of the year

3 139,498,666 88.99 209,012,085 89.04
2. Smith & Nephew International S.A

1. 14,315,882 9.13 14,315,882 9.13

2. (e.g. allotment / transfer / bonus / sweat equity etc) - - - -

3 14,315,882 9.13 14,315,882 6.01
24
3. Smith & Nephew Overseas Ltd.

1 2,944,118 1.88 2,944,118 1.25

2 (e.g. allotment / transfer / bonus / sweat equity etc) - - - -

3 2,944,118 1.88 2,944,118 1.25
Smith & Nephew Asia Pacific Pte. Ltd.

4.
(Formerly known as Smith & Nephew Pte. Ltd.)

1 - - 8,463,273 3.61
Due to allotment
of 84,63,273
shares on
2 (e.g. allotment / transfer / bonus / sweat equity etc)
31/10/2019

3 -- -- 8,463,273 3.61
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding
at
Sr. thebeginning Cumulative
Shareholder’s Name Shareholding during
No. of the year the year
% of total
% of total shares of the company shares of
No. of
No. of shares
shares
the
company
25

1. NIL
Date wise Increase / Decrease in Share holding during the year specifying the
reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc)
2.

3
(V) Shareholding of Directors and Key Managerial Personnel:
Shareholding at
Sr. Cumulative
the beginning
Shareholding during
No. For Each of the Directors and KMP the year
of the year
% of total shares
of the company No. of % of total shares of
No. of shares
shares the company

NIL
V. INDEBTEDNESS
26
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
Secured Loans Total

Unsecured Loans Deposits
Excluding Deposits Indebtedness
Indebtedness at the beginning of the financial year

-
i. Principal Amount
- 15,49,55,088 15,49,55,088
ii. Interest due but not paid

- - - -
iii. Interest accrued but not due

- 57,365 - 57,365
Total (i+ii+iii)
- 15,50,12,453 - 15,50,12,453
- - - -
Change in Indebtedness during the financial year

- - -
Addition
- - - -
Reduction
- 11,55,51,506 - 11,55,51,506
- - -
Net Change
- 11,54,94,141 - 11,54,94,141
Indebtedness at the end of the financial year
i. Principal Amount
27
- 3,94,60,947 - 3,94,60,947

- - - -

- - - -
Total (i+ii+iii) - 3,94,60,947 - 3,94,60,947
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Name of
MD/WTD/Manager
Particulars of Remuneration
Sr. No.
(Amount in Rs.)
Mr. Badhri
Vijayaraghavan Mr.
Iyengar Nikunj
Mr. Rajkumar
Shah
Naidu (Director)
(Managing Director)
(Director)
Gross salary
1. 3,07,68,289 77,27,258 74,30,778

(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)

Income-tax Act, 1961
28
NIL NIL NIL
(c) Profits in lieu of salary under

section 17(3) Income-tax Act, 1961
Stock Option
2.
Sweat Equity
3.
Commission
4. - as % of profit
- Others, specify…
Others, please specify

5.
Total (A)
6. 3,07,68,289 77,27,258 74,30,778
Ceiling as per the Act

7. NA NA NA
29
B. Remuneration to other directors:
Name of Directors Total Amount

Sr. No. Particulars of Remuneration
[Rs.] [Rs.]
1. Independent Directors:
NIL NIL NIL NIL

• Fee for attending board /committee meetings
• Commission
• Others, please specify
Total (1)
2. Other Non Executive Directors

NIL NIL NIL
a. Fee for attending Board/Committee Meetings
b. Commission
c. Others, please specify
30
Total (2) NIL
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act
31
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
The Company has whole time Company Secretary appointed pursuant to provisions of Rule 8A of the Companies (Appointment and
Remuneration) Rules, 2014
Total
Name of Key
Amount
Sr. No. Particulars of Remuneration Managerial
Personnel
CS
CEO CFO
Ms.
Sandeshkumar
Khivasara
Gross salary
NIL 4,20,399 NIL 4,20,399

(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961

- -

- -
Stock Option
- -
Sweat Equity
- -
Commission
- as % of profit - -
32

- -
Total
4,20,399 4,20,399
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Details of Penalty/
Section of Authority Appeal
Brief Punishment/
Type Companies [RD/NCLT/ Made,
Description Compounding Fees
Act Court] if any
imposed
A. Company
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. Directors
Penalty - - - - -
C. Other Officers In Default
Penalty - - - - -
33

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Address: C/8, Sai AshirwadC.H.S.L .,
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
34
ANNEXURE II
Form No. AOC – 2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,
2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Nature of Salient terms of the Date on which

Justification for Date(s)
Name(s) of the contracts/ contracts or Amount special resolution
Duration of entering into of
Sr. related party arrangements or paid as was passed in general
contract/arrangement/ such contracts or approval
No and nature of arrangements/ transactions advances, meetings as required
Transaction arrangements or by the
relationship including the value, if any under first proviso to
transactions Board
Transactions if any section 188
NIL
2. Details of material contracts or arrangements or transactions at arm’s length basis:
Date (s)
Nature of Salient terms of the of
contracts/ contracts or approval Amount
Duration of contract/
Name (s) of the related party and arrangements or by the paid as
Sr. No
nature of relationship arrangements/ transactions Board, if advances,
arrangement/Transaction
including the value, if any if any
Transactions any
Holding
Company
35
Smith& Nephew PLC (U K) -

1 - - - -
Fellow
Subsidiaries
Adler Mediequip Private Limited

Purchase of
2 - 27,03,81,526 - -
good
Recharge of
- (1,03,19,623) - -
expenses
Reimbursement
- 12,20,173
of Expenses
Smith & Nephew Orthopaedics Purchase of

- 11,77,97,269
AG, Switzerland good
3
- -
Reimbursement
- 59,50,967
of Expenses
- -
4 Smith & Nephew Limited, Korea Sale of goods - 7,40,164 - -
Smith & Nephew Orthopaedics

5 Sale of goods - 57,807 - -
KK, Japan
- - -
Smith & Nephew Surgicals Pty
6 Sale of goods 26,776
Ltd. , Australia
- - -
36
7 Smith& Nephew Ltd Russia Sale of Goods - 6,04,756 - -
8 Smith& Nephew FZE,UAE Sale of Goods - - - -
-
Purchase of
- - -
Goods
Recharge of
- (4,66,288) - -
expenses
Smith &.Nephew, Asia Pacific Pte

9 Ltd., Singapore (Formerly known Sale of Goods - 29,35,875 - -
as Smith & Nephew Pte. Ltd.)
Purchase of
- 41,04,551 - -
Goods
Reimbursement
- 78,23,042 - -
of expenses
Recharge of
- (1,36,87,072) - -
expenses
Purchase of
10 Smith & Nephew Ltd, Thailand - 2,245,852 - -
Goods
Sale of Goods - 1,54,515
Recharge of
- (19,91,875) - -
expenses
Reimbursement
- 1,01,82,494
of expenses
37
11 Smith & Nephew Inc, USA

Purchase of
- 32,36,48,632 - -
Goods
19,12,429
Reimbursement
of Expenses
39,32,115
Smith& Nephew Gmbh Service Purchase of
12 - - -
Centre, Tutlingen Goods
Reimbursement
- 8,51,789 - -
of expenses
Smith&.Nephew Medical Limited Purchase of

13 - 25,70,72,427 - -
Hull, UK Goods
Recharge of
- (1,10,52,171) - -
expenses
Purchase of
14 Smith & Nephew Inc. Memphis - 1,73,03,05,889 - -
Goods
Reimbursement
- 1,62,41,387 - -
of expenses
Recharge of
- (9,00,000) - -
expenses
- - -
Smith & Nephew Healthcare Sdn
15 Sale of Goods 3,31,463
Bhd
Recharge of
- (31,98,409)
Expenses
38
Smith& Nephew Medical Cihazlar Purchase of

16 - 41,83,425 - -
Tic . Ltd Goods
Group IT &
Management - - -
17 Smith & Nephew (UK) Limited Charges 28,31,60,096
Reimbursement
18 Smith & Nephew USD Limited - - - -
of expenses
Recharge of
- (59,56,216) - -
expenses
Smith & Nephew Medical Recharge of

19 - (7,32,619) - -
(Shanghai) Trading Company expenses
Smith & Nephew, Inc. - Fort Purchase of

20 - 1,02,83,355 - -
Worth (INR) Goods
Smith & Nephew UK Ltd., Reimbursement

21 - 27,09,775 - -
Warvick, UK of expenses
Recharge of
- (1,57,81,197) - -
expenses
39

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
40
ANNEXURE – III
ANNUAL REPORT ON THE CSR ACTIVITIES OF SMITH & NEPHEW HEALTHCARE PRIVATE LIMITED FOR THE FINANCIAL
YEAR 2019-20
1. A brief outline of the Company’s CSR Policy, including overview of projects or programmes proposed to be undertaken and a reference
to the web-link to the CSR Policy and projects or programmes :-
The Corporate Social Responsibility Policy (the “CSR Policy”) of Smith & Nephew Healthcare Private Limited (“the Company”) is in
conformity with the provisions of Section 135 of the Companies, Act 2013 (the “Act”) read with Schedule VII to the Act and the Companies
41
(Corporate Social Responsibility Policy) Rules, 2014.
The CSR Policy lays down the guiding principles that shall be applicable to the CSR projects / programme / activities of the Council.
The Board of Directors of the Company had approved the CSR Policy, on the basis of the recommendations of the Corporate Social
Responsibility Committee (the “Committee”).
2. The composition of the CSR Committee:-
Name of Director
Sr. no DIN Designation

1. 02858411 Chairman
Mr. Badhri Vijayaraghavan Iyenger

2. 07422862 Member
3. Average net profit of the Company for last three financial years1:-
-Rs. 17,00,61,000/-
*Average net profit of the Company for last three financial years is as follows .
1 Financial Year(s): 2016-17: Rs 21,39,15,028
2017-18: Rs 18,81,18,889
2018-19: Rs 10,81,49,051
4. Prescribed CSR Expenditure (two percent of the amount as in item no. 3 above):-
Rs. 34,01,220
42
5. Details of CSR spent during the financial year
a) Total Amount to be spent for the financial year- Rs. 34,01,220
b) Amount unspent, if any- 34,01,220 (However, the company has spent the amount as aforesaid after the end of the financial year
2019-2020)
c) Manner in which the amount spent during the financial year is
(1) (2) (3) (4) (5) (6) (7) (8)
Amount
Projects or programs (1) Local Amount spent on the projects Cumulative Amount
outlay
CSR project Sector in which area or other (2) Specify the or programs Sub-heads: (1) expenditure spent: Direct
SI. (budget)
or activity the Project is State and district where Direct expenditure on upto to the or through
No project or
Identified covered projects or programs was projects or programs (2) reporting implementing
programs
undertaken Overheads: period agency
wise
Socio econo
Prime
mic devel opme
Minister
nt and relief
National
1 and welfar Mumbai, Maharashtra 19,75,000 Direct Expenditure 18,00,000 19,75,000 Direct
Relief Fund /
e of
PM Cares
Fund
the people
Zep
2 Education Thane, Maharashtra 3,51,000 Direct Expenditure 3,51,000 23,26,000 Direct
Pratisthan
Rotary Club -
Covid or ICU
Social
3 set-up at Mumbai, Maharashtra 5,00,000 Direct Expenditure 5,00,000 28,26,000 Direct
Upliftment
Somaiya
Hospital
Annamrita
Government's
Foundation
4 Midday Meal Mumbai, Maharashtra 3,51,000 Direct Expenditure 3,51,000 31,77,000 Direct
Project
Haffkine
1,00,000 Direct Expenditure
Institute for Research and
5 Mumbai, Maharashtra 32,77,000 Direct
Training and Development
1,00,000
Research
Jeevan Jyot
6 Cancer Relief Promoting Mumbai, Maharashtra 1,25,000 Direct Expenditure 1,25,000 34,02,000 Direct
43
& Care Trust health care
6. In case the Company has failed to spend the two per cent of the average net profit of the last three financial years or any part thereof, the
Company shall provide the reasons for not spending the amount in its Board Report :-
Due to paucity of Time the company could not find avenues to spend the CSR Amount before 31st March, 2020 as required under the
provisions of Act.
However the company has fulfilled its CSR obligations by contributing the prescribed amount as mentioned in point 5(c).
7. A responsibility statement of the CSR Committee that the implementation and monitoring of CSR Policy, is in compliance with CSR
objectives and policy of the Company
The CSR Committee hereby confirms that implementation and monitoring of the CSR Policy are in compliance with CSR objectives and
policy of the Company.

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
44
Description of state of companies affair

FINANCIAL RESULTS The Financial highlights of the Company for the year ended 31st March, 2020 are as follows:
PARTICULARS YEAR ENDED 31st MARCH, 2020 YEAR ENDED 31st MARCH, 2019 Total
Revenue 4,33,50,04,255 4,30,65,06,066 Total Expenditure 4,18,61,18,738 4,14,58,50,904 Profit before Tax 14,88,85,517 160,655,162 Less:
Provision for Taxation -Current 14,95,00,000 6,18,85,549 -Taxes pertaining to prior year 12,31,62,283 50,00,000 -Deferred (28,11,19,383)
- Profit after Tax 15,73,42,617 9,37,69,613
Disclosure relating to amounts if any which is proposed to carry to any reserves

TRANSFER TO RESERVES During the year under review, the Board of Directors do not recommend any amount to be transferred to
reserves other than which is statutorily required to be transferred
Details regarding energy conservation

a. Conservation of Energy 1. Steps taken for conservation NA 2. Steps taken for utilizing alternate sources of energy 3. Capital
investment on energy conservation equipments
Details regarding technology absorption

b. Technology absorption 1. Efforts made for technology absorption NA 2. Benefits derived 3. Expenditure on Research &
Development, if any 4. Details of Technology imported, if any 5. Year of Import 6. Whether imported technology fully absorbed 7.
Areas where absorption of imported technology has not taken place, if any
Details regarding foreign exchange earnings and outgo

c. Foreign Exchange Earnings and Outgo 1. Foreign Exchange Earnings by the Company 8,13,79,698 2. Foreign Exchange
Expenditure by the Company 5,02,89,694
Disclosures in director’s responsibility statement

DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, your
Directors, to the best of their knowledge and belief and according to information and explanation obtained by them, confirm that: 1) In the
preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed
alongwith proper explanation related to material departures; 2) They have 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 year ended March 31, 2020 and of the Profit for the Company for that period; 3) They have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities; 4) They have prepared the annual financial statements on a
going concern basis; 5) They have devised proper systems to ensure compliance with the provisions of all applicable laws were in place
and were adequate and operating effectively.
45
Details of material changes and commitment occurred during period affecting financial position of company
Material changes and commitments affecting the financial position of the Company The Board was hereby informed that the Hon’ble
National Company Law Tribunal (NCLT), Mumbai branch had approved the Scheme of Arrangement under Section 230 to 232 of the
Companies Act, 2013 vide order dated 05th September, 2019 for Demerger of the Marketing and Sales Business of the Adler Mediequip
Private Limited (Demerged Company) into Smith & Nephew Healthcare Private Limited (Resulting Company) with retrospective effect from
1 April 2018.
Particulars of loans guarantee investment under section 186 [Text Block]
Particulars of Loan, Guarantee and Investments under Section 186 of the Act
During the financial year 2019-20, the Company has not made any loans, or given guarantee or security or made any investments under the
provisions of Section 186 of the Act. In light of the above, the same is not applicable to the Company.
46
Particulars of contracts/arrangements with related parties under section 188(1) [Text Block]
ANNEXURE II
Form No. AOC – 2
(Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,
2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of
section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto.
1. Details of contracts or arrangements or transactions not at arm’s length basis:
Nature of Salient terms of the Date on which

Justification for Date(s)
Name(s) of the contracts/ contracts or Amount special resolution
Duration of entering into of
Sr. related party arrangements or paid as was passed in general
contract/arrangement/ such contracts or approval
No and nature of arrangements/ transactions advances, meetings as required
Transaction arrangements or by the
relationship including the value, if any under first proviso to
transactions Board
Transactions if any section 188
NIL
2. Details of material contracts or arrangements or transactions at arm’s length basis:
Date (s)
Nature of Salient terms of the of
contracts/ contracts or approval Amount
Duration of contract/
Name (s) of the related party and arrangements or by the paid as
Sr. No
nature of relationship arrangements/ transactions Board, if advances,
arrangement/Transaction
including the value, if any if any
Transactions any
47
Holding
Company
Smith& Nephew PLC (U K) -

1 - - - -
Fellow
Subsidiaries
Adler Mediequip Private Limited

Purchase of
2 - 27,03,81,526 - -
good
Recharge of
- (1,03,19,623) - -
expenses
Reimbursement
- 12,20,173
of Expenses
Smith & Nephew Orthopaedics Purchase of

- 11,77,97,269
AG, Switzerland good
3
- -
Reimbursement
- 59,50,967
of Expenses
- -
4 Smith & Nephew Limited, Korea Sale of goods - 7,40,164 - -

5 Sale of goods - 57,807 - -
KK, Japan
48
6 Smith & Nephew Surgicals Pty Sale of goods - 26,776 - -

Ltd. , Australia
- - -
7 Smith& Nephew Ltd Russia Sale of Goods - 6,04,756 - -
8 Smith& Nephew FZE,UAE Sale of Goods - - - -
-
Purchase of
- - -
Goods
Recharge of
- (4,66,288) - -
expenses
Smith &.Nephew, Asia Pacific Pte

9 Ltd., Singapore (Formerly known Sale of Goods - 29,35,875 - -
as Smith & Nephew Pte. Ltd.)
Purchase of
- 41,04,551 - -
Goods
Reimbursement
- 78,23,042 - -
of expenses
Recharge of
- (1,36,87,072) - -
expenses
Purchase of
10 Smith & Nephew Ltd, Thailand - 2,245,852 - -
Goods
Sale of Goods - 1,54,515
Recharge of
- (19,91,875) - -
expenses
Reimbursement
- 1,01,82,494
of expenses
49
11 Smith & Nephew Inc, USA

Purchase of
- 32,36,48,632 - -
Goods
19,12,429
Reimbursement
of Expenses
39,32,115
Smith& Nephew Gmbh Service Purchase of
12 - - -
Centre, Tutlingen Goods
Reimbursement
- 8,51,789 - -
of expenses
Smith&.Nephew Medical Limited Purchase of

13 - 25,70,72,427 - -
Hull, UK Goods
Recharge of
- (1,10,52,171) - -
expenses
Purchase of
14 Smith & Nephew Inc. Memphis - 1,73,03,05,889 - -
Goods
Reimbursement
- 1,62,41,387 - -
of expenses
Recharge of
- (9,00,000) - -
expenses
- - -
Smith & Nephew Healthcare Sdn
15 Sale of Goods 3,31,463
Bhd
Recharge of
50
Expenses - (31,98,409)
Smith& Nephew Medical Cihazlar Purchase of

16 - 41,83,425 - -
Tic . Ltd Goods
Group IT &
Management - - -
17 Smith & Nephew (UK) Limited Charges 28,31,60,096
Reimbursement
18 Smith & Nephew USD Limited - - - -
of expenses
Recharge of
- (59,56,216) - -
expenses
Smith & Nephew Medical Recharge of

19 - (7,32,619) - -
(Shanghai) Trading Company expenses
Smith & Nephew, Inc. - Fort Purchase of

20 - 1,02,83,355 - -
Worth (INR) Goods
Smith & Nephew UK Ltd., Reimbursement

21 - 27,09,775 - -
Warvick, UK of expenses
Recharge of
- (1,57,81,197) - -
expenses
51

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
52
Disclosure of extract of annual return as provided under section 92(3) [Text Block]
ANNEXURE TO THE DIRECTORS’ REPORT
ANNEXURE I
Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the financial year ended on March 31, 2020
[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]
I.REGISTRATION AND OTHER DETAILS:
(i) CIN : U24239MH1994PTC080271
(ii) Registration Date : August 11, 1994
(iii) Name of the Company : Smith & Nephew Healthcare Private Limited
Category / Company Limited by Shares

(iv) :
Sub-Category of the Company Indian Non-Government Company
B-501-509, Dynasty Business Park,
Andheri-Kurla Road, Andheri (East),

(v) Address of the Registered office and contact details :
Mumbai-400059
E-mail Id: cs.india@smith-nephew.com
(vi) Whether listed Company : No
53
(vii) Name, Address and Contact details of Registrar and Transfer Agent, if any : Not Applicable
II.PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-
Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Wholesale of pharmaceutical and Medical goods 46497 100%
III.PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –
CIN/GLN
Sr. No. Name and address of the Company Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. Smith & Nephew USD Ltd. (U.K.) - Holding Company 89.04% 2(46)
IV.SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
i) Category-wise Share Holding
%
Number of Shares Number of
Change
held at the Shares held
Category of Shareholders during
beginning of the at the end of
the
year the year
year
% of Total % of Total
Demat Physical Total Demat Physical Total
Shares Shares
A. Promoters
1. Indian
a. Individual/HUF - - - - - - - - -
54
b. Central Government - - - - - - - - -
c. State Government(s) - - - - - - - - -
d. Bodies Corporate - - - - - - - - -
e. Banks/FI - - - - - - - - -
f. Any Other - - - - - - - - -
Sub – Total (A) (1) - - - - - - - - -
2. Foreign - - - - - - - - -
a. NRI – Individuals - - - - - - - - -
b. Other Individuals - - - - - - - - -
c. Bodies Corporate - 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
d. Banks/FI - - - - - - - - -
e. Any Other - - - - - - - - -
Sub – Total (A) (2) - 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
Total Shareholding of
Promoter
- 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
A = (A) (1) + (A) (2)
B. Public Shareholding - - - - - - - - -
I. Institutions - - - - - - - - -
a. Mutual Funds/UTI - - - - - - - - -
b. Banks / FI - - - - - - - - -
c. Central Government - - - - - - - - -
d. State Government (s) - - - - - - - - -
e. Venture Capital Funds - - - - - - - - -
f. Insurance Companies - - - - - - - - -
55
g. Foreign Institutional
- - - - - - - - -
Investors
h. Foreign Venture Capital

- - - - - - - - -
Funds
i. Others - - - - - - - - -
Sub Total B(1) - - - - - - - - -
Non - Institutions - - - - - - - - -
a. Bodies Corporate - - - - - - - - -
I. Indian - - - - - - - - -
II.Overseas - - - - - - - - -
b. Individual - - - - - - - - -
I. Individual shareholders
uptoRs. 1 Lakh
II.Individual shareholders
in excess of Rs. 1 Lakh
c. Others - - - - - - - - -
Sub-total (B)(2):- - - - - - - - - -
Total Public Shareholding

- - - - - - - - -
(B)=(B)(1)+ (B)(2)
C. Shares held by Custodian

- - - - - - - - -
for GDRs & ADRs
Grand Total (A+B+C) - 156,758,666 156,758,666 100 - 234,735,358 234,735,358 100 33.21%
(ii) Shareholding of Promoters
Shareholding at Shareholding
Sr.
the beginning of at the end of
No
the year the year
56
% of total %of Shares % of total %of Shares % change in

No. of shares shares of the Pledged / No. of shares shares of Pledged / share holding
Company encumbered to the encumbered to during the year
total shares Company total shares
Smith &
1. Nephew USD 139,498,666 88.99 NA 209,012,085 89.04 NA 0.05
Ltd. (U.K.)
Smith &
Nephew
2. 14,315,882 9.13 NA 14,315,882 6.10 NA 3.03
International
S.A.
Smith &
3. Nephew 2,944,118 1.88 NA 2,944,118 1.25 NA 0.63
Overseas Ltd.
Smith &
Nephew Asia
Pacific Pte
Limited
4. (Formerly -- -- NA 8,463,273 3.61 3.61

known as NA
Smith &
Nephew Pte
Limited)
(iii) Change in Promoters’ Shareholding:
Cumulative
Shareholding at
Sr. Shareholding
the beginning of
No. during the
the year
year
% of total
No.
% of total shares shares of
of No. of shares
of the company the
shares
company
1. Smith & Nephew USD Ltd. (U.K.)

1. 139,498,666 88.99 209,012,085 89.04
Due to allotment
of 13 shares on
31/10/2019
57
2. the year specifying the reasons for increase / decrease

(e.g. allotment / transfer / bonus / sweat equity etc) Due to allotment
of 69513406
shares on
19/12/2019

3 139,498,666 88.99 209,012,085 89.04
2. Smith & Nephew International S.A

1. 14,315,882 9.13 14,315,882 9.13

2. (e.g. allotment / transfer / bonus / sweat equity etc) - - - -

3 14,315,882 9.13 14,315,882 6.01
3. Smith & Nephew Overseas Ltd.

1 2,944,118 1.88 2,944,118 1.25

2 (e.g. allotment / transfer / bonus / sweat equity etc) - - - -

3 2,944,118 1.88 2,944,118 1.25
Smith & Nephew Asia Pacific Pte. Ltd.

4.
(Formerly known as Smith & Nephew Pte. Ltd.)

1 - - 8,463,273 3.61
58
Due to allotment
of 84,63,273
shares on
2 (e.g. allotment / transfer / bonus / sweat equity etc)
31/10/2019

3 -- -- 8,463,273 3.61
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):
Shareholding
at
Sr. thebeginning Cumulative
Shareholder’s Name Shareholding during
No. of the year the year
% of total
% of total shares of the company shares of
No. of
No. of shares
shares
the
company

1. NIL
2.

3
(V) Shareholding of Directors and Key Managerial Personnel:
Shareholding at
Sr. Cumulative
the beginning
Shareholding during
No. For Each of the Directors and KMP the year
of the year
59
% of total shares
of the company No. of % of total shares of
No. of shares
shares the company

NIL
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
Secured Loans Total

Unsecured Loans Deposits
Excluding Deposits Indebtedness
Indebtedness at the beginning of the financial year

-
i. Principal Amount
- 15,49,55,088 15,49,55,088

- - - -

- 57,365 - 57,365
Total (i+ii+iii)
- 15,50,12,453 - 15,50,12,453
60
- - - -
Change in Indebtedness during the financial year

- - -
Addition
- - - -
Reduction
- 11,55,51,506 - 11,55,51,506
- - -
Net Change
- 11,54,94,141 - 11,54,94,141
Indebtedness at the end of the financial year
i. Principal Amount
- 3,94,60,947 - 3,94,60,947

- - - -

- - - -
Total (i+ii+iii) - 3,94,60,947 - 3,94,60,947
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
61
A. Remuneration to Managing Director, Whole-time Directors and/or Manager:
Name of
MD/WTD/Manager
Particulars of Remuneration
Sr. No.
(Amount in Rs.)
Mr. Badhri
Vijayaraghavan Mr.
Iyengar Nikunj
Mr. Rajkumar
Shah
Naidu (Director)
(Managing Director)
(Director)
Gross salary
1. 3,07,68,289 77,27,258 74,30,778

(a) Salary as per provisions contained in section
17(1) of the Income-tax Act, 1961

NIL NIL NIL

Stock Option
2.
Sweat Equity
3.
Commission
4. - as % of profit

5.
62
Total (A)
6. 3,07,68,289 77,27,258 74,30,778
Ceiling as per the Act

7. NA NA NA
B. Remuneration to other directors:
Name of Directors Total Amount
63
Sr. No. Particulars of Remuneration

[Rs.] [Rs.]
1. Independent Directors:
NIL NIL NIL NIL

• Fee for attending board /committee meetings
• Commission
• Others, please specify
Total (1)
2. Other Non Executive Directors

NIL NIL NIL
a. Fee for attending Board/Committee Meetings
b. Commission
c. Others, please specify
Total (2) NIL
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act
64
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
Total
Name of Key
Amount
Personnel
CS
CEO CFO
Ms.
Sandeshkumar
Khivasara
65
Gross salary
NIL 4,20,399 NIL 4,20,399


- -

- -
Stock Option
- -
Sweat Equity
- -
Commission

- -
Total
4,20,399 4,20,399
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Details of Penalty/
Brief Punishment/
Act Court] if any
imposed
A. Company
66
Penalty - - - - -
B. Directors
Penalty - - - - -
Penalty - - - - -

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
67
Disclosure of statement on development and implementation of risk management policy [Text Block]
Risk Management Policy:
The Company has a robust strategy to identify, evaluate business risks and opportunities. This strategies seeks to create transparency,
minimize adverse impact on the business objectives and enhance the Company’s competitive advantage and helps in identifying risks trend,
exposure and potential impact analysis at a Company level as also separately for different business segments.
68
Details on policy development and implementation by company on corporate social responsibility initiatives taken
during year [Text Block]
ANNEXURE – III
YEAR 2019-20
Name of Director

69

2. 07422862 Member
-Rs. 17,00,61,000/-
2017-18: Rs 18,81,18,889
2018-19: Rs 10,81,49,051
Rs. 34,01,220
2019-2020)
(1) (2) (3) (4) (5) (6) (7) (8)
Projects or programs (1) Local Amount Amount spent on the projects Cumulative Amount
area or other (2) Specify the outlay or programs Sub-heads: (1) expenditure spent: Direct
CSR project Sector in which (budget)
SI.
70
No or activity the Project is State and district where project or Direct expenditure on upto to the or through
Identified covered projects or programs was programs projects or programs (2) reporting implementing
undertaken wise Overheads: period agency
Socio econo
Prime
mic devel opme
Minister
nt and relief
National
Relief Fund /
e of
PM Cares
Fund
the people
Zep
Pratisthan
Rotary Club -
Covid or ICU
Social
Upliftment
Somaiya
Hospital
Annamrita
Government's
Foundation
Project
Haffkine
1,00,000
Research
Jeevan Jyot
Promoting
6 Cancer Relief Mumbai, Maharashtra 1,25,000 Direct Expenditure 1,25,000 34,02,000 Direct
health care
& Care Trust
provisions of Act.
71

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
72
Disclosure of financial summary or highlights [Text Block]

FINANCIAL RESULTS
The Financial highlights of the Company for the year ended 31st March, 2020 are as follows:
PARTICULARS YEAR ENDED 31st MARCH, 2020 YEAR ENDED 31st MARCH, 2019
Total Revenue 4,33,50,04,255 4,30,65,06,066
Total Expenditure 4,18,61,18,738 4,14,58,50,904
Profit before Tax 14,88,85,517 160,655,162
Less: Provision for Taxation
-Current 14,95,00,000 6,18,85,549
-Taxes pertaining to prior year 12,31,62,283 50,00,000
-Deferred (28,11,19,383) -
Profit after Tax 15,73,42,617 9,37,69,613
Details of directors or key managerial personnels who were appointed or have resigned during year [Text Block]
Details of Directors or Key Managerial Personnel who were appointed or have resigned during the year
Mr. Sandeshkumar Ashokchand Khivasara was appointed as a Company Secretary of the Company with effect from 14th June, 2019.
Mr. Badhri Iyenger (DIN No.: 07422862) was resigned from the post of Managing Director w.e.f 03rd November, 2020.
73
Disclosure of companies which have become or ceased to be its subsidiaries, joint ventures or associate companies
during year [Text Block]
Subsidiary Companies, Joint Venture or Associate Companies
During the year under review, there were no Companies which has/have become/ceased to become a Subsidiary/ Joint Ventures/ Associate
Companies.
Details relating to deposits covered under chapter v of companies act [Text Block]
Deposits
Details of deposits which are not in compliance with requirements of chapter v of act [Text Block]
Deposits
74
Details of significant and material orders passed by regulators or courts or tribunals impacting going concern
status and company’s operations in future [Text Block]
Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations
in future
As per the information available with the Board of Directors, there were no orders passed against the Company impacting its going concern
status.
The Hon’ble National Company Law Tribunal (NCLT), Mumbai branch had passed the order dated 05th September, 2019 approving the
Scheme of Arrangement under Section 230 to 232 of the Companies Act, 2013 for Demerger of the Marketing and Sales Business of the
Adler Mediequip Private Limited (Demerged Company) into Smith & Nephew Healthcare Private Limited (Resulting Company) with
retrospective effect from 1 April 2018.
Details regarding adequacy of internal financial controls with reference to financial statements [Text Block]
Internal Financial Control and their adequacy
Considering the size and nature of the business, presently adequate internal controls systems with reference to financial statements are in
place. However, as and when Company achieves further growth and higher level of operations, Company will review the internal control
system to match the size and scale of operations, if required.
The Company has proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against unauthorized
use or disposition and that transaction are authorised and recorded correctly.
75
Disclosure of contents of corporate social responsibility policy [Text Block]
ANNEXURE – III
YEAR 2019-20
Name of Director

76
2. Mr. Badhri Vijayaraghavan Iyenger 07422862 Member
-Rs. 17,00,61,000/-
2017-18: Rs 18,81,18,889
2018-19: Rs 10,81,49,051
Rs. 34,01,220
2019-2020)
(1) (2) (3) (4) (5) (6) (7) (8)
SI.
77
Socio econo
Prime
mic devel opme
Minister
nt and relief
National
Relief Fund /
e of
PM Cares
Fund
the people
Zep
Pratisthan
Rotary Club -
Covid or ICU
Social
Upliftment
Somaiya
Hospital
Annamrita
Government's
Foundation
Project
Haffkine
1,00,000
Research
Jeevan Jyot
Promoting
health care
& Care Trust
provisions of Act.
78

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
79
Disclosure of appointment and remuneration of managerial personnels [Text Block]
A. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD:
Total
Name of Key
Amount
Personnel
CS
CEO CFO
Ms.
Sandeshkumar
Khivasara
Gross salary
NIL 4,20,399 NIL 4,20,399


- -

- -
Stock Option
- -
Sweat Equity
- -
Commission
80

- -
Total
4,20,399 4,20,399
VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Details of Penalty/
Brief Punishment/
Act Court] if any
imposed
A. Company
Penalty - - - - -
B. Directors
Penalty - - - - -
Penalty - - - - -
81

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
82
[400200] Disclosures - Auditors report
Details regarding auditors [Table] ..(1)

Auditors [Axis] 1
01/04/2019
to
31/03/2020
Details regarding auditors [Abstract]
Details regarding auditors [LineItems]
Category of auditor Auditors firm
Name of audit firm B S R & Co. LLP
MARAR SREEJA
Name of auditor signing report RAJASEKHARAN
Firms registration number of audit firm 101248W/W-100022
Membership number of auditor 111410
14 Floor,Central B
wing & North C
wing,Nesco IT Park
4,Nesco
Address of auditors Center,Western
Express HW,
Goregaon E,
Mumbai 400063
Permanent account number of auditor or auditor's firm AAAFB9852F
SRN of form ADT-1 S41900580
Date of signing audit report by auditors 29/12/2020
Date of signing of balance sheet by auditors 29/12/2020
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Table] ..(1)
Auditor's
Auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Axis] favourable remark
[Member]
01/04/2019
to
31/03/2020
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report [Abstract]
Disclosure of auditor's qualification(s), reservation(s) or adverse remark(s) in auditors' report
[LineItems]
Textual information
Disclosure in auditors report relating to fixed assets (23) [See below]
Textual information
Disclosure in auditors report relating to inventories (24) [See below]
Textual information
Disclosure in auditors report relating to loans (25) [See below]
Textual information
Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013 (26) [See below]
Textual information
Disclosure in auditors report relating to deposits accepted (27) [See below]
Textual information
Disclosure in auditors report relating to maintenance of cost records (28) [See below]
Textual information
Disclosure in auditors report relating to statutory dues [TextBlock] (29) [See below]
Textual information
Disclosure in auditors report relating to default in repayment of financial dues (30) [See below]
Disclosure in auditors report relating to public offer and term loans used for purpose for which Textual information
those were raised (31) [See below]
Disclosure in auditors report relating to fraud by the company or on the company by its officers Textual information
or its employees reported during period (32) [See below]
Textual information
Disclosure in auditors report relating to managerial remuneration (33) [See below]
Textual information
Disclosure in auditors report relating to Nidhi Company (34) [See below]
Textual information
Disclosure in auditors report relating to transactions with related parties (35) [See below]
Disclosure in auditors report relating to preferential allotment or private placement of shares or Textual information
convertible debentures (36) [See below]
Disclosure in auditors report relating to non-cash transactions with directors or persons connected Textual information
with him (37) [See below]
Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India Textual information
Act, 1934 (38) [See below]
83

01/04/2019
to
31/03/2020
Disclosure in auditor’s report explanatory [TextBlock] [See below]
Whether companies auditors report order is applicable on company Yes
Whether auditors' report has been qualified or has any reservations or
No
contains adverse remarks
Disclosure in auditors report relating to fixed assets

(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets
except for medical equipment and instruments lying with the third party clinics and hospitals for which tagging of fixed asset is not
maintained in the fixed asset register. (b) The Company has a regular programme of physical verification of its fixed assets by which
fixed assets are verified in a phased manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable
having regard to the size of the Company and the nature of its assets. In accordance with the programme, the Company has physically
verified certain fixed assets including fixed assets lying with third party during the year and we are informed that no material discrepancies
were noticed on such verification. (c) According to the information and explanations given to us and on the basis of our examination, the
Company does not have any immovable properties. Accordingly, paragraph 3(i)(c) of the Order is not applicable to the Company.
Disclosure in auditors report relating to inventories

The inventory, except goods-in-transit and stock lying with third party, has been physically verified by the management during the year. In
our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations have
been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have been
adequately dealt with in books of account.
Disclosure in auditors report relating to loans

According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies,
firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act, 2013 (‘the
Act’). Accordingly, paragraphs 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company
Disclosure in auditors report relating to compliance with Section 185 and 186 of Companies Act, 2013
(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans to or provided
any guarantees to or security on behalf of the parties covered under Section 185 of the Act. The Company has not made any investments
covered under Section 186 of the Act. Accordingly, the provisions of Section 186 of the Act are not applicable to the Company.
Disclosure in auditors report relating to deposits accepted

(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the
directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the
rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
Disclosure in auditors report relating to maintenance of cost records

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central
Government for maintenance of cost records under Section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained. However, we have not made a detailed examination of the records.
84
Disclosure in auditors report relating to statutory dues [Text Block]
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Income-tax, Duty of customs, Goods
and Services Tax, Provident fund, cess and other material statutory dues have been generally regularly deposited during the year except few
instances of delay in tax deducted at source and provident fund with the appropriate authorities by the Company. As explained to us, the
Company did not have any dues on account of Employees’ State Insurance.
According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, Duty of customs, Goods
and Services Tax, Provident fund, cess and other material statutory dues were in arrears as at 31 March 2020 for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Service tax, Sales tax, Duty of customs, Goods and
Services tax and Value added tax which have not been deposited with the appropriate authorities on account of any dispute. According to the
information and explanations given to us, the following dues of Income tax have not been deposited by the Company on account of disputes:
Name of the Amount Amount paid Period to which the Forum where
Nature of the dues
statute (Rs) under protest (Rs) amount relates dispute is pending
High Court
Income-tax
Act, 1961 Disallowance of unabsorbed depreciation under
28,612,827 Nil A.Y. 2008-9
Section 32(2)
Income-tax Income Tax

Act, 1961 Disallowance of unabsorbed depreciation under Appellate Tribunal
7,268,670 Nil A.Y. 2011-12
Section 32(2) and business loss
Income-tax
Act, 1961 Disallowance of unabsorbed depreciation under Income Tax
91,046,405 Nil A.Y. 2012-13
Section 32(2) and business loss Appellate Tribunal

144,369,463 Nil A.Y. 2013-14
Income-tax Disallowance of unabsorbed depreciation under Income Tax

670,925 Nil A.Y. 2014-15
Act, 1961 Section 32(2) and business loss Appellate Tribunal
Smith & Nephew Healthcare Private Limited
Annexure A to the Independent Auditors’ Report – 31 March 2020 (Continued)
85
Name of the Amount Amount paid under Period to which the amount Forum where dispute is
Nature of the dues
statute (Rs) protest (Rs) relates pending
7,268,670 Nil A.Y. 2011-12

Income-tax Act, Order under Section Income Tax Appellate
1961 92CA(3) Tribunal
6,720,671 Nil A.Y. 2012-13

10,329,045 Nil
A.Y. 2013-14

87,323,238 Nil A.Y. 2014-15
Disclosure in auditors report relating to default in repayment of financial dues

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues
to its bankers. The Company did not have any outstanding dues to financial institutions, government or debenture holders during the year.
Disclosure in auditors report relating to public offer and term loans used for purpose for which those were raised
(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans during
the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
Disclosure in auditors report relating to fraud by the company or on the company by its officers or its employees
reported during period
(x) We draw your attention to note 44 of the financial statements. The Company is in the process of investigating certain allegations
received through its vigil mechanism in respect of practices adopted by its customers/distributors in case of certain products to augment sales,
among other matters. According to the information, explanations and representations provided to us, neither past investigations nor the
information available till date of this report substantiate these allegations. Except for the possible effects of the outcome of the investigations
described above, no fraud by the Company or on the Company by it’s officers or it’s employees has been noticed or reported during the
course of our audit.
Disclosure in auditors report relating to managerial remuneration

(xi) According to the information and explanations given to us, the provisions of Section 197 read with Schedule V of the Act are
applicable only to public Companies. Accordingly, para 3(xi) of the Order is not applicable to the Company
Disclosure in auditors report relating to Nidhi Company

(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi
Rules, 2014 are not applicable to it. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
86
Disclosure in auditors report relating to transactions with related parties

(xiii) According to the information and explanations given to us and based on our examination of the records of the Company,
transactions with the related parties are in compliance with Sections 188 of the Act, where applicable and details of such transactions have
been disclosed in the financial statements as required by the applicable accounting standards. The Company does not fall under the definition
of a listed Company or other class of companies which is required to constitute audit committee under Section 177(4)(iv) of the Act and
hence para 3(xiii) of the Order is not applicable to the Company.
Disclosure in auditors report relating to preferential allotment or private placement of shares or convertible
debentures
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
Accordingly, paragraph 3(xiv) of the order is not applicable to the Company.
Disclosure in auditors report relating to non-cash transactions with directors or persons connected with him
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the
Order is not applicable to the Company.
Disclosure in auditors report relating to registration under section 45-IA of Reserve Bank of India Act, 1934
(xvi) In our opinion, according to the information and explanations given to us, the Company is not required to be registered under
Section 45-IA of the Reserve Bank of India Act 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
87
Disclosure in auditor’s report explanatory [Text Block]
Independent Auditors’ Report
To the Members of
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Smith & Nephew Healthcare Private Limited (“the Company”), which comprise the balance
sheet as at 31 March 2020, the statement of profit and loss , and statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of the significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements
give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2020, and profit and its cash
flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities
under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our
report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India
together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.
Other Information
The Company’s management and Board of Directors are responsible for the other information. The other information comprises the
information included in the Company’s Director’s Report, but does not include the financial statements and our auditors’ report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Independent Auditors’ Report (Continued)
88
Management's and Board of Directors’ Responsibility for the Financial Statements
The Company’s Management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the
preparation of these financial statements that give a true and fair view of the state of affairs, profit and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the
Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring accuracy and completeness of the accounting records,
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.
In preparing the financial statements, the Management and Board of Directors are responsible for assessing the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit.
We also:
· Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
· Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate
internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
· Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the
standalone financial statements made by the Management.
Auditor’s Responsibilities for the Audit of the Financial Statements (Continued)
· Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our
89
auditor’s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
· Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the
standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding
independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors’ Report) Order, 2016 (“the Order”) issued by the Central Government in terms of section 143
(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. (A) As required by Section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for
the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of
those books.
c) The balance sheet, the statement of profit and loss, and statement of cash flows dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31 March 2020 taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2020 from being appointed as a director in terms of Section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating
effectiveness of such controls, refer to our separate Report in “Annexure B” and;
Report on Other Legal and Regulatory Requirements (Continued)
(B) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31 March 2020 on its financial position in its financial statements -
Refer Note 25 (a) (ii) to the financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
90
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The disclosures regarding holdings as well as dealings in specified bank notes during the period from 8 November 2016 to 30
December 2016 have not been made in these standalone financial statements since they do not pertain to the financial year ended 31 March
2020
(C) With respect to the matter to be included in the Auditors’ Report under section 197(16):
In our opinion and according to the information and explanation given to us, the Company is incorporated as a private Company and thus
provisions of section 197(16) of the Act are not applicable to the Company.
For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248 W/W-100022
Sreeja Marar
Partner
Place: Mumbai Membership No: 111410
Date: 29 December 2020 ICAI UDIN No: 20111410AAAADM1223
Annexure A to the Independent Auditors’ Report – 31 March 2020
With reference to the Annexure referred to in the Independent Auditors’ Report to the Members of Smith & Nephew Healthcare Private
Limited (‘the Company’) on the financial statements for the year ended 31 March 2020, we report the following:
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed
assets except for medical equipment and instruments lying with the third party clinics and hospitals for which tagging of fixed asset is not
maintained in the fixed asset register.
(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased
91
manner over a period of two years. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the
Company and the nature of its assets. In accordance with the programme, the Company has physically verified certain fixed assets including
fixed assets lying with third party during the year and we are informed that no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of our examination, the Company does not have any
immovable properties. Accordingly, paragraph 3(i)(c) of the Order is not applicable to the Company.
(ii) The inventory, except goods-in-transit and stock lying with third party, has been physically verified by the management during the
year. In our opinion, the frequency of such verification is reasonable. For stocks lying with third parties at the year-end, written confirmations
have been obtained. The discrepancies noticed on verification between the physical stocks and the book records were not material and have
been adequately dealt with in books of account.
(iii) According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to
companies, firms, limited liability partnerships or other parties covered in the register maintained under Section 189 of the Companies Act,
2013 (‘the Act’). Accordingly, paragraphs 3 (iii) (a), (b) and (c) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has not granted any loans to or provided
any guarantees to or security on behalf of the parties covered under Section 185 of the Act. The Company has not made any investments
covered under Section 186 of the Act. Accordingly, the provisions of Section 186 of the Act are not applicable to the Company.
(v) In our opinion, and according to the information and explanations given to us, the Company has not accepted deposits as per the
directives issued by the Reserve Bank of India under the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the
rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
(vi) We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules prescribed by the Central
Government for maintenance of cost records under Section 148(1) of the Act and are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained. However, we have not made a detailed examination of the records.
(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the
Company, amounts deducted/accrued in the books of account in respect of undisputed statutory dues of Income-tax, Duty of customs, Goods
and Services Tax, Provident fund, cess and other material statutory dues have been generally regularly deposited during the year except few
instances of delay in tax deducted at source and provident fund with the appropriate authorities by the Company. As explained to us, the
Company did not have any dues on account of Employees’ State Insurance.
According to the information and explanations given to us, no undisputed amounts payable in respect of Income-tax, Duty of customs, Goods
and Services Tax, Provident fund, cess and other material statutory dues were in arrears as at 31 March 2020 for a period of more than six
months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of Service tax, Sales tax, Duty of customs, Goods and
Services tax and Value added tax which have not been deposited with the appropriate authorities on account of any dispute. According to the
information and explanations given to us, the following dues of Income tax have not been deposited by the Company on account of disputes:
Name of the Amount Amount paid Period to which the Forum where
Nature of the dues
statute (Rs) under protest (Rs) amount relates dispute is pending
High Court
Income-tax
Act, 1961 Disallowance of unabsorbed depreciation under
28,612,827 Nil A.Y. 2008-9
Section 32(2)
92

7,268,670 Nil A.Y. 2011-12
Income-tax
Act, 1961 Disallowance of unabsorbed depreciation under Income Tax
91,046,405 Nil A.Y. 2012-13
Section 32(2) and business loss Appellate Tribunal

144,369,463 Nil A.Y. 2013-14
Income-tax Disallowance of unabsorbed depreciation under Income Tax

670,925 Nil A.Y. 2014-15
Act, 1961 Section 32(2) and business loss Appellate Tribunal
Name of the Amount Amount paid under Period to which the amount Forum where dispute is
Nature of the dues
statute (Rs) protest (Rs) relates pending
7,268,670 Nil A.Y. 2011-12

6,720,671 Nil A.Y. 2012-13

10,329,045 Nil
A.Y. 2013-14

87,323,238 Nil A.Y. 2014-15
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to
its bankers. The Company did not have any outstanding dues to financial institutions, government or debenture holders during the year.
(ix) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans during
the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.
(x) We draw your attention to note 44 of the financial statements. The Company is in the process of investigating certain allegations
received through its vigil mechanism in respect of practices adopted by its customers/distributors in case of certain products to augment sales,
among other matters. According to the information, explanations and representations provided to us, neither past investigations nor the
93
information available till date of this report substantiate these allegations. Except for the possible effects of the outcome of the investigations
described above, no fraud by the Company or on the Company by it’s officers or it’s employees has been noticed or reported during the
course of our audit.
(xi) According to the information and explanations given to us, the provisions of Section 197 read with Schedule V of the Act are
applicable only to public Companies. Accordingly, para 3(xi) of the Order is not applicable to the Company.
(xii) In our opinion and according to the information and explanations given to us, the Company is not a Nidhi company and the Nidhi
Rules, 2014 are not applicable to it. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions
with the related parties are in compliance with Sections 188 of the Act, where applicable and details of such transactions have been disclosed
in the financial statements as required by the applicable accounting standards. The Company does not fall under the definition of a listed
Company or other class of companies which is required to constitute audit committee under Section 177(4)(iv) of the Act and hence para
3(xiii) of the Order is not applicable to the Company.
(xiv) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
Accordingly, paragraph 3(xiv) of the order is not applicable to the Company.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the
Company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the
Order is not applicable to the Company.
(xvi) In our opinion, according to the information and explanations given to us, the Company is not required to be registered under Section
45-IA of the Reserve Bank of India Act 1934. Accordingly, paragraph 3(xvi) of the Order is not applicable to the Company.
For B S R & Co. LLP
Firm’s Registration No: 101248W/W-100022
Sreeja Marar
Partner
Mumbai Membership No: 111410
Date: 29 December 2020 ICAI UDIN: 20111410AAAADM1223
94
Annexure B to the Independent Auditors’ report on the financial statements of Smith & Nephew Healthcare Private Limited for the year
ended 31 March 2020.
(Referred to in our report of even date)
Report on the internal financial controls with reference to the aforesaid financial statements under Clause (i) of Sub-section 3 of Section 143
of the Companies Act, 2013
Opinion
We have audited the internal financial controls with reference to financial statements of Smith & Nephew Healthcare Private Limited (“the
Company”) as of 31 March 2020_in conjunction with our audit of the financial statements of the Company for the year ended on that date.
In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such
internal financial controls were operating effectively as at 31 March 2020, based on the internal financial controls with reference to financial
statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit
of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (the “Guidance Note”).
Management’s Responsibility for Internal Financial Controls
The Company’s management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on
the internal financial controls with reference to financial statements criteria established by the Company considering the essential
components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of
adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including
adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act,
2013 (hereinafter referred to as “the Act”).
Auditors’ Responsibility
Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements based on our
audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, prescribed under section 143(10) of the
Act, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about
whether adequate internal financial controls with reference to financial statements were established and maintained and whether such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to
financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included
obtaining an understanding of such internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s
internal financial controls with reference to financial statements.
95
Annexure B to the Independent Auditors’ report on the financial statements of Smith & Nephew Healthcare Private Limited for the year
ended 31 March 2020 (Continued)
Meaning of Internal Financial controls with Reference to Financial Statements
A company's internal financial controls with reference to financial statements is a process designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal financial controls with reference to financial statements include those policies and procedures
that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial controls with Reference to Financial Statements
Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion
or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections
of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the
internal financial controls with reference to financial statements may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
For B S R & Co. LLP
Firm’s Registration No: 101248W/W-100022
Sreeja Marar
Partner
Mumbai Membership No: 111410
Date: 29 December 2020 ICAI UDIN: 20111410AAAADM1223
96
[400500] Disclosures - Secretarial audit report

01/04/2019
to
31/03/2020
Disclosure in secretarial audit report explanatory [TextBlock]
Whether secretarial audit report is applicable on company No
Whether secretarial audit report has been qualified or has any
No
observation or other remarks
[100100] Balance sheet

31/03/2020 31/03/2019
Balance sheet [Abstract]
Equity and liabilities [Abstract]
Shareholders' funds [Abstract]
Share capital 234,73,53,580 156,75,86,660
Reserves and surplus -31,68,05,148 -48,18,01,027
Total shareholders' funds 203,05,48,432 108,57,85,633
Share application money pending allotment 0 0
Non-current liabilities [Abstract]
Long-term borrowings 0 0
Other long-term liabilities 0 0
Long-term provisions 4,91,70,651 4,68,47,428
Total non-current liabilities 4,91,70,651 4,68,47,428
Current liabilities [Abstract]
Short-term borrowings 3,94,60,947 15,49,55,088
Trade payables 168,89,43,891 130,63,98,188
Other current liabilities 90,98,33,652 60,48,27,741
Short-term provisions 18,38,62,449 17,79,17,631
Total current liabilities 282,21,00,939 224,40,98,648
Total equity and liabilities 490,18,20,022 337,67,31,709
Assets [Abstract]
Non-current assets [Abstract]
Fixed assets [Abstract]
Tangible assets 52,25,28,740 50,74,92,032
Intangible assets 2,69,25,707 2,27,83,897
Total fixed assets 54,94,54,447 53,02,75,929
Non-current investments 0 0
Deferred tax assets (net) 28,11,19,383 0
Long-term loans and advances 3,45,01,641 6,44,80,710
Other non-current assets 14,99,331 10,18,158
Total non-current assets 86,65,74,802 59,57,74,797
Current assets [Abstract]
Current investments 0 0
Inventories 142,48,65,232 87,37,90,972
Trade receivables 160,46,43,102 132,05,92,219
Cash and bank balances 1,08,00,373 3,80,16,406
Short-term loans and advances 99,47,98,702 54,84,26,440
Other current assets 1,37,811 1,30,875
Total current assets 403,52,45,220 278,09,56,912
Total assets 490,18,20,022 337,67,31,709
97
[400300] Disclosures - Signatories of financial statements
Details of directors signing financial statements [Table] ..(1)

Directors signing financial statements [Axis] 1 2
01/04/2019 01/04/2019
to to
31/03/2020 31/03/2020
Details of signatories of financial statements [Abstract]
Details of directors signing financial statements [Abstract]
Details of directors signing financial statements [LineItems]
Name of director signing financial statements [Abstract]
First name of director RAJ NIKUNJ
Middle name of director KUMAR KISHOR
Last name of director NAIDU SHAH
Designation of director Director Director
Director identification number of director 01576877 02858411
Date of signing of financial statements by director 29/12/2020 29/12/2020
98
[100400] Cash flow statement, indirect

01/04/2019 01/04/2018
to to 31/03/2018
31/03/2020 31/03/2019
Statement of cash flows [Abstract]
Whether cash flow statement is applicable on company Yes Yes
Cash flows from used in operating activities [Abstract]
Profit before extraordinary items and tax 14,88,85,517 16,06,55,162
Adjustments for reconcile profit (loss) [Abstract]
Adjustments to profit (loss) [Abstract]
Adjustments for finance costs 2,87,46,611 2,17,33,573
Adjustments for depreciation and amortisation expense 21,36,79,020 19,42,89,584
Adjustments for unrealised foreign exchange losses gains -50,36,844 -1,23,54,827
Adjustments for share-based payments 27,87,323 34,36,935
Other adjustments for which cash effects are investing or
financing cash flow (A) 6,87,38,681 (B) 14,31,60,067
Total adjustments to profit (loss) 30,89,14,791 35,02,65,332
Adjustments for working capital [Abstract]
Adjustments for decrease (increase) in inventories -56,77,90,763 -12,72,27,468
Adjustments for decrease (increase) in trade receivables -30,54,73,403 -46,84,59,999
Adjustments for decrease (increase) in other current assets -41,52,45,799 -48,17,47,629
Adjustments for increase (decrease) in trade payables 38,75,82,547 30,65,19,430
Adjustments for increase (decrease) in other current liabilities 16,61,34,582 29,85,80,228
Total adjustments for working capital -73,47,92,836 -47,23,35,438
Total adjustments for reconcile profit (loss) -42,58,78,045 -12,20,70,106
Net cash flows from (used in) operations -27,69,92,528 3,85,85,056
Income taxes paid (refund) 9,85,90,815 3,51,14,876
Net cash flows from (used in) operating activities before extraordinary
-37,55,83,343 34,70,180
items
Net cash flows from (used in) operating activities -37,55,83,343 34,70,180
Cash flows from used in investing activities [Abstract]
Proceeds from sales of tangible assets 1,42,054 2,00,844
Purchase of tangible assets 21,82,12,377 19,05,97,079
Interest received 1,24,964 29,056
Other inflows (outflows) of cash -7,57,328 -3,38,187
Net cash flows from (used in) investing activities before extraordinary
-21,87,02,687 -19,07,05,366
items
Net cash flows from (used in) investing activities -21,87,02,687 -19,07,05,366
Cash flows from used in financing activities [Abstract]
Proceeds from issuing shares 69,99,99,999 0
Proceeds from borrowings -11,54,94,141 15,49,55,088
Interest paid 1,77,12,016 2,16,76,208
Net cash flows from (used in) financing activities before extraordinary
56,67,93,842 13,32,78,880
items
Net cash flows from (used in) financing activities 56,67,93,842 13,32,78,880
Net increase (decrease) in cash and cash equivalents before effect of
-2,74,92,188 -5,39,56,306
exchange rate changes
Net increase (decrease) in cash and cash equivalents -2,74,92,188 -5,39,56,306
Cash and cash equivalents cash flow statement at end of period 96,82,335 3,71,74,523 8,31,30,829
Footnotes
(A) Provision for doubtful debts/advances : 21422520 Sundry balances written back : 0 Provision for obsolete stock : 16716503
Provision for warranties : 24269660 Loss on sale of assets (net) : 6461898 Interest income - on deposits with banks : -131900 Profit
on sale of Property, plant and equipment : 0
(B) Provision for doubtful debts/advances : 52326621 Sundry balances written back : -1113052 Provision for obsolete stock :
38423341 Provision for warranties : 53803837 Loss on sale of assets (net) : 0 Interest income - on deposits with banks : -101190
Profit on sale of Property, plant and equipment : -179490
99
[200100] Notes - Share capital
Disclosure of classes of share capital [Table] ..(1)

Classes of share capital [Axis] Share capital [Member] Equity shares [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Disclosure of classes of share capital [Abstract]
Disclosure of classes of share capital [LineItems]
[shares] [shares]
Number of shares authorised 25,00,00,000
[shares] 20,00,00,000
25,00,00,000
[shares] 20,00,00,000
Value of shares authorised 250,00,00,000 200,00,00,000 250,00,00,000 200,00,00,000

[shares] [shares]
Number of shares issued 23,47,35,358
[shares] 15,67,58,666
23,47,35,358
[shares] 15,67,58,666
Value of shares issued 234,73,53,580 156,75,86,660 234,73,53,580 156,75,86,660

[shares] [shares]
Number of shares subscribed and fully paid 23,47,35,358
[shares] 15,67,58,666
23,47,35,358
[shares] 15,67,58,666
Value of shares subscribed and fully paid 234,73,53,580 156,75,86,660 234,73,53,580 156,75,86,660
Number of shares subscribed but not fully paid [shares] 0 [shares] 0 [shares] 0 [shares] 0
Value of shares subscribed but not fully paid 0 0 0 0
[shares] [shares]
Total number of shares subscribed 23,47,35,358
[shares] 15,67,58,666
23,47,35,358
[shares] 15,67,58,666
Total value of shares subscribed 234,73,53,580 156,75,86,660 234,73,53,580 156,75,86,660

Value of shares paid-up [Abstract]
[shares] [shares]
Number of shares paid-up 23,47,35,358
[shares] 15,67,58,666
23,47,35,358
[shares] 15,67,58,666
Value of shares called 234,73,53,580 156,75,86,660 234,73,53,580 156,75,86,660

Calls unpaid [Abstract]
Calls unpaid by directors and officers
[Abstract]
Calls unpaid by directors 0 0 0 0
Calls unpaid by officers 0 0 0 0
Total calls unpaid by directors and
0 0 0 0
officers
Calls unpaid by others 0 0 0 0
Total calls unpaid 0 0 0 0
Forfeited shares 0 0 0 0
Forfeited shares reissued 0 0 0 0
Value of shares paid-up 234,73,53,580 156,75,86,660 234,73,53,580 156,75,86,660
Reconciliation of number of shares outstanding
[Abstract]
Changes in number of shares outstanding
[Abstract]
Increase in number of shares outstanding
[Abstract]
Number of shares issued in public offering [shares] 0 [shares] 0 [shares] 0 [shares] 0
Number of shares issued as bonus shares [shares] 0 [shares] 0 [shares] 0 [shares] 0
Number of shares issued as rights [shares] 7,79,76,692 [shares] 0 [shares] 7,79,76,692 [shares] 0
Number of shares issued in private
placement arising out of conversion of
[shares] 0 [shares] 0 [shares] 0 [shares] 0
debentures preference shares during
period
Number of shares issued in other private
placement
Number of shares issued as preferential
allotment arising out of conversion of
debentures preference shares during
period
Number of shares issued as other
preferential allotment
Number of shares allotted for
contracts without payment received [shares] 0 [shares] 0 [shares] 0 [shares] 0
in cash
Number of shares issued under scheme of
amalgamation
Number of other issues of shares [shares] 0 [shares] 0 [shares] 0 [shares] 0
Number of shares issued under employee
stock option plan
100
Number of other issue of shares

arising out of conversion of [shares] 0 [shares] 0 [shares] 0 [shares] 0
securities
Total aggregate number of shares issued
[shares] 7,79,76,692 [shares] 0 [shares] 7,79,76,692 [shares] 0
during period
Decrease in number of shares during period
[Abstract]
Number of shares bought back [shares] 0 [shares] 0 [shares] 0 [shares] 0
Other decrease in number of shares [shares] 0 [shares] 0 [shares] 0 [shares] 0
Total decrease in number of shares during
period
Total increase (decrease) in number of
[shares] 7,79,76,692 [shares] 0 [shares] 7,79,76,692 [shares] 0
shares outstanding
[shares] [shares]
Number of shares outstanding at end of period 23,47,35,358
[shares] 15,67,58,666
23,47,35,358
[shares] 15,67,58,666
Reconciliation of value of shares outstanding

[Abstract]
Changes in share capital [Abstract]
Increase in share capital during period
[Abstract]
Amount of public issue during period 0 0 0 0
Amount of bonus issue during period 0 0 0 0
Amount of rights issue during period 77,97,66,920 0 77,97,66,920 0
Amount of private placement issue
arising out of conversion of debentures 0 0 0 0
preference shares during period
Amount of other private placement issue
0 0 0 0
during period
Amount of preferential allotment issue
arising out of conversion of debentures 0 0 0 0
preference shares during period
Amount of other preferential allotment
0 0 0 0
issue during period
Amount of issue allotted for
contracts without payment 0 0 0 0
received in cash during period
Amount of issue under scheme of
0 0 0 0
amalgamation during period
Amount of other issues during period 0 0 0 0
Amount of employee stock option plan
0 0 0 0
issued during period
Amount of other issue arising out of
conversion of securities during 0 0 0 0
period
Total aggregate amount of increase in
77,97,66,920 0 77,97,66,920 0
share capital during period
Decrease in share capital during period
[Abstract]
Decrease in amount of shares bought back 0 0 0 0
Other decrease in amount of shares 0 0 0 0
Total decrease in share capital during
0 0 0 0
period
Total increase (decrease) in share capital 77,97,66,920 0 77,97,66,920 0
Share capital at end of period 234,73,53,580 156,75,86,660 234,73,53,580 156,75,86,660
Shares in company held by holding company or
ultimate holding company or by its subsidiaries
or associates [Abstract]
[shares] [shares]
Shares in company held by holding company 20,90,12,085
[shares] 13,94,98,666
20,90,12,085
[shares] 13,94,98,666
Shares in company held by ultimate holding

company
Shares in company held by subsidiaries of its
[shares] 2,27,79,155 [shares] 1,43,15,882 [shares] 2,27,79,155 [shares] 1,43,15,882
holding company
Shares in company held by subsidiaries of its
[shares] 29,44,118 [shares] 29,44,118 [shares] 29,44,118 [shares] 29,44,118
ultimate holding company
Shares in company held by associates of its
holding company
Shares in company held by associates of its
ultimate holding company
Total shares in company held by holding company
[shares] [shares]
or ultimate holding company or by its 23,47,35,358
[shares] 15,67,58,666
23,47,35,358
[shares] 15,67,58,666
subsidiaries or associates
Shares reserved for issue under options
and contracts or commitments for sale of [shares] 0 [shares] 0 [shares] 0 [shares] 0
shares or disinvestment
101
Amount of shares reserved for issue under options

and contracts or commitments for sale of shares or 0 0 0 0
disinvestment
Aggregate number of fully paid-up shares issued
pursuant to contracts without payment being [shares] 0 [shares] 0 [shares] 0 [shares] 0
received in cash during last five years
Aggregate number of fully paid-up shares
issued by way of bonus shares during last [shares] 0 [shares] 0 [shares] 0 [shares] 0
five years
Aggregate number of shares bought back during
last five years
Original paid-up value of forfeited shares 0 0 0 0
Details of application money received for
allotment of securities and due for refund and
interest accrued thereon [Abstract]
Application money received for allotment of
securities and due for refund and interest
accrued thereon [Abstract]
Application money received for
allotment of securities and due for 0 0 0 0
refund, principal
Application money received for
allotment of securities and due for 0 0 0 0
refund, interest accrued
Total application money received for
allotment of securities and due for refund 0 0 0 0
and interest accrued thereon
Number of shares proposed to be issued [shares] 0 [shares] 0 [shares] 0 [shares] 0
Share premium for shares to be allotted 0 0 0 0
102
Disclosure of classes of share capital [Table] ..(2)

Classes of share capital [Axis] Equity shares 1 [Member]
01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of classes of share capital [Abstract]
Disclosure of classes of share capital [LineItems]
Type of share Equity Equity
[shares]
Number of shares authorised 25,00,00,000
[shares] 20,00,00,000
Value of shares authorised 250,00,00,000 200,00,00,000

[shares]
Number of shares issued 23,47,35,358
[shares] 15,67,58,666
Value of shares issued 234,73,53,580 156,75,86,660

[shares]
Number of shares subscribed and fully paid 23,47,35,358
[shares] 15,67,58,666
Value of shares subscribed and fully paid 234,73,53,580 156,75,86,660

Number of shares subscribed but not fully paid [shares] 0 [shares] 0
Value of shares subscribed but not fully paid 0 0
[shares]
Total number of shares subscribed 23,47,35,358
[shares] 15,67,58,666
Total value of shares subscribed 234,73,53,580 156,75,86,660

Value of shares paid-up [Abstract]
[shares]
Number of shares paid-up 23,47,35,358
[shares] 15,67,58,666
Value of shares called 234,73,53,580 156,75,86,660

Calls unpaid [Abstract]
Calls unpaid by directors and officers [Abstract]
Calls unpaid by directors 0 0
Calls unpaid by officers 0 0
Total calls unpaid by directors and officers 0 0
Calls unpaid by others 0 0
Total calls unpaid 0 0
Forfeited shares 0 0
Forfeited shares reissued 0 0
Value of shares paid-up 234,73,53,580 156,75,86,660
Par value per share [INR/shares] 10 [INR/shares] 10
Amount per share called in case shares not fully called [INR/shares] 0 [INR/shares] 0
Reconciliation of number of shares outstanding [Abstract]
Changes in number of shares outstanding [Abstract]
Increase in number of shares outstanding [Abstract]
Number of shares issued in public offering [shares] 0 [shares] 0
Number of shares issued as bonus shares [shares] 0 [shares] 0
Number of shares issued as rights [shares] 7,79,76,692 [shares] 0
Number of shares issued in private placement arising out of conversion
[shares] 0 [shares] 0
of debentures preference shares during period
Number of shares issued in other private placement [shares] 0 [shares] 0
Number of shares issued as preferential allotment arising out of
conversion of debentures preference shares during period
Number of shares issued as other preferential allotment [shares] 0 [shares] 0
Number of shares allotted for contracts without payment received in cash [shares] 0 [shares] 0
Number of shares issued under scheme of amalgamation [shares] 0 [shares] 0
Number of other issues of shares [shares] 0 [shares] 0
Number of shares issued under employee stock option plan [shares] 0 [shares] 0
Number of other issue of shares arising out of conversion of securities [shares] 0 [shares] 0
Total aggregate number of shares issued during period [shares] 7,79,76,692 [shares] 0
Decrease in number of shares during period [Abstract]
Number of shares bought back [shares] 0 [shares] 0
Other decrease in number of shares [shares] 0 [shares] 0
Total decrease in number of shares during period [shares] 0 [shares] 0
Total increase (decrease) in number of shares outstanding [shares] 7,79,76,692 [shares] 0
[shares]
Number of shares outstanding at end of period 23,47,35,358
[shares] 15,67,58,666
Reconciliation of value of shares outstanding [Abstract]

Changes in share capital [Abstract]
Increase in share capital during period [Abstract]
Amount of public issue during period 0 0
Amount of bonus issue during period 0 0
Amount of rights issue during period 77,97,66,920 0
103
Amount of private placement issue arising out of conversion of

0 0
debentures preference shares during period
Amount of other private placement issue during period 0 0
Amount of preferential allotment issue arising out of conversion of
0 0
debentures preference shares during period
Amount of other preferential allotment issue during period 0 0
Amount of issue allotted for contracts without payment received in cash
0 0
during period
Amount of issue under scheme of amalgamation during period 0 0
Amount of other issues during period 0 0
Amount of employee stock option plan issued during period 0 0
Amount of other issue arising out of conversion of securities during period 0 0
Total aggregate amount of increase in share capital during period 77,97,66,920 0
Decrease in share capital during period [Abstract]
Decrease in amount of shares bought back 0 0
Other decrease in amount of shares 0 0
Total decrease in share capital during period 0 0
Total increase (decrease) in share capital 77,97,66,920 0
Share capital at end of period 234,73,53,580 156,75,86,660
Shares in company held by holding company or ultimate holding company or by its
subsidiaries or associates [Abstract]
[shares]
Shares in company held by holding company 20,90,12,085
[shares] 13,94,98,666
Shares in company held by ultimate holding company [shares] 0 [shares] 0

Shares in company held by subsidiaries of its holding company [shares] 2,27,79,155 [shares] 1,43,15,882
Shares in company held by subsidiaries of its ultimate holding company [shares] 29,44,118 [shares] 29,44,118
Shares in company held by associates of its holding company [shares] 0 [shares] 0
Shares in company held by associates of its ultimate holding company [shares] 0 [shares] 0
Total shares in company held by holding company or ultimate holding company [shares]
[shares] 15,67,58,666
or by its subsidiaries or associates 23,47,35,358
Shares reserved for issue under options and contracts or commitments for sale of
shares or disinvestment
Amount of shares reserved for issue under options and contracts or commitments
0 0
for sale of shares or disinvestment
Aggregate number of fully paid-up shares issued pursuant to contracts
without payment being received in cash during last five years
Aggregate number of fully paid-up shares issued by way of bonus shares during last
five years
Aggregate number of shares bought back during last five years [shares] 0 [shares] 0
Original paid-up value of forfeited shares 0 0
Details of application money received for allotment of securities and due for
refund and interest accrued thereon [Abstract]
Application money received for allotment of securities and due for refund and
interest accrued thereon [Abstract]
Application money received for allotment of securities and due for refund,
0 0
principal
Application money received for allotment of securities and due for refund,
0 0
interest accrued
Total application money received for allotment of securities and due for
0 0
refund and interest accrued thereon
Number of shares proposed to be issued [shares] 0 [shares] 0
Share premium for shares to be allotted 0 0
Disclosure of shareholding more than five per cent in company [Table] ..(1)
Classes of share capital [Axis] Preference shares [Member]
Name of shareholder [Axis] Shareholder 1 [Member] Shareholder 2 [Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Disclosure of shareholding more than five per cent in
company [Abstract]
Disclosure of shareholding more than five per cent
in company [LineItems]
[shares]
Number of shares held in company 20,90,12,085
[shares] 13,94,98,666 [shares] 1,43,15,882 [shares] 1,43,15,882
104
Disclosure of shareholding more than five per cent in company [Table] ..(2)
Classes of share capital [Axis] Preference shares 1 [Member]
Name of shareholder [Axis] Shareholder 1 [Member] Shareholder 2 [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Disclosure of shareholding more than five per cent in
company [Abstract]
Disclosure of shareholding more than five per cent
in company [LineItems]
Type of share Equity Shares Equity Shares Equity Shares Equity Shares
Smith & Nephew Smith & Nephew
Smith & Nephew
Smith & Nephew International SA. International SA.
USD Limited
Name of shareholder (U.K.), the holding
USD Limited (U.K.), (Luxemburg), (Luxemburg),
the holding company subsidiary of subsidiary of holding
company
holding company company
Country of incorporation or residence of UNITED
UNITED KINGDOM LUXEMBOURG LUXEMBOURG
shareholder KINGDOM
[shares]
Number of shares held in company 20,90,12,085
[shares] 13,94,98,666 [shares] 1,43,15,882 [shares] 1,43,15,882
Percentage of shareholding in company 89.04% 88.99% 6.10% 9.13%

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of notes on share capital explanatory [TextBlock]
Whether there are any shareholders holding more than five per cent
Yes Yes
shares in company
Whether money raised from public offering during year No No
[200200] Notes - Reserves and surplus
Statement of changes in reserves [Table] ..(1)

Components of reserves [Axis] Reserves [Member] Capital reserves [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Statement of changes in reserves [Abstract]
Statement of changes in reserves [LineItems]
Changes in reserves [Abstract]
Additions to reserves [Abstract]
Profit (loss) for period 15,73,42,617 9,37,69,613 0 0
Other additions to reserves 76,53,262 -99,84,116 27,87,323 34,36,935
Total additions to reserves 16,49,95,879 8,37,85,497 27,87,323 34,36,935
Total changes in reserves 16,49,95,879 8,37,85,497 27,87,323 34,36,935
Reserves at end of period -31,68,05,148 -48,18,01,027 1,74,88,270 1,47,00,947

Capital reserves
Components of reserves [Axis] Securities premium account [Member]
[Member]
01/04/2019 01/04/2018
31/03/2018 to to 31/03/2018
31/03/2020 31/03/2019
Profit (loss) for period 0 0
Other additions to reserves 48,65,939 0
Total additions to reserves 48,65,939 0
Total changes in reserves 48,65,939 0
Reserves at end of period 1,12,64,012 14,02,99,279 13,54,33,340 13,54,33,340
105

Components of reserves [Axis] Other funds [Member]
01/04/2019 01/04/2018
to to 31/03/2018
31/03/2020 31/03/2019
Profit (loss) for period 15,73,42,617 9,37,69,613
Other additions to reserves 0 -1,34,21,051
Total additions to reserves 15,73,42,617 8,03,48,562
Total changes in reserves 15,73,42,617 8,03,48,562
Reserves at end of period -47,45,92,697 -63,19,35,314 -71,22,83,876
[200300] Notes - Borrowings
Classification of borrowings [Table] ..(1)

Classification based on time period [Axis] Short-term [Member]
Classification of borrowings [Axis] Borrowings [Member] Other loans and advances [Member]
Subclassification of borrowings [Axis] Unsecured borrowings [Member] Unsecured borrowings [Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Borrowings notes [Abstract]
Details of borrowings [Abstract]
Details of borrowings [LineItems]
Borrowings 3,94,60,947 15,49,55,088 3,94,60,947 15,49,55,088
Classification of borrowings [Table] ..(2)

Other loans and advances, others
Classification of borrowings [Axis]
[Member]
Subclassification of borrowings [Axis] Unsecured borrowings [Member]
31/03/2020 31/03/2019
Borrowings notes [Abstract]
Details of borrowings [Abstract]
Details of borrowings [LineItems]
Borrowings 3,94,60,947 15,49,55,088
[201000] Notes - Tangible assets
Disclosure of additional information tangible assets [Table] ..(1)

Company total tangible assets
Classes of tangible assets [Axis] Buildings [Member] Office building [Member]
[Member]
Owned and leased assets Owned and leased assets Owned and leased assets
Sub classes of tangible assets [Axis]
[Member] [Member] [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
Disclosure of additional information
tangible assets [Abstract]
tangible assets [LineItems]
Depreciation method tangible assets - - - - - -
Useful lives or depreciation rates
NA NA NA NA NA NA
tangible assets
106

Furniture and
Office building
Classes of tangible assets [Axis] Plant and equipment [Member] fixtures
[Member]
[Member]
Assets given
Owned and
under Owned and leased assets Assets held under lease
Sub classes of tangible assets [Axis] leased assets
operating lease [Member] [Member]
[Member]
[Member]
01/04/2019 01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019
to to to to to to
31/03/2020 31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020
Written Down Written Down Written Down
Depreciation method tangible assets Value
- -
Value Value
-

1 to 5 NA NA 3 to 5 3 to 5 NA
tangible assets

Office
Computer equipments
Classes of tangible assets [Axis] Furniture and fixtures [Member] equipment
[Member]
[Member]
Owned and Assets held
Assets held under lease Owned and leased assets
Sub classes of tangible assets [Axis] leased assets under lease
[Member] [Member]
[Member] [Member]
01/04/2018 01/04/2019 01/04/2018 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2019 31/03/2020 31/03/2019 31/03/2019 31/03/2020 31/03/2019
Written Down Written Down Written Down
Depreciation method tangible assets -
Value Value Value
- -

NA 3.00 3.00 1 to 5 NA NA
tangible assets

Computer equipments Other tangible assets, others
Classes of tangible assets [Axis] Other tangible assets [Member]
[Member] [Member]
Assets held under lease Owned and leased assets Owned and leased assets
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
Written Down Written Down
Depreciation method tangible assets Value Value
- - - -

3.00 3.00 NA NA NA NA
tangible assets

Classes of tangible assets [Axis] Other tangible assets, others [Member]
Assets held under Owned assets
lease [Member] [Member]
01/04/2018 01/04/2019
to to
31/03/2019 31/03/2020
Disclosure of additional information tangible assets [Abstract]
Disclosure of additional information tangible assets [LineItems]
Written Down Written Down
Depreciation method tangible assets Value Value
Useful lives or depreciation rates tangible assets 3.00 3.00
107
Disclosure of tangible assets [Table] ..(1)

Classes of tangible assets [Axis] Company total tangible assets [Member]
Sub classes of tangible assets [Axis] Owned and leased assets [Member]
Carrying amount accumulated depreciation and Gross carrying amount Accumulated depreciation and
Carrying amount [Member]
gross carrying amount [Axis] [Member] impairment [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
Disclosure of tangible assets [Abstract]
Disclosure of tangible assets
[LineItems]
Reconciliation of changes in
Changes in tangible assets
[Abstract]
Additions other than through
business combinations tangible 22,91,04,373 23,12,40,866 22,91,04,373 23,12,40,866
assets
Depreciation tangible assets -20,74,63,714 -19,59,75,497 20,74,63,714 19,59,75,497
Impairment loss
recognised in profit or 0 0 0 0
loss tangible assets
Reversal of impairment loss
recognised in profit or loss 0 0 0 0
tangible assets
Disposals tangible assets
[Abstract]
Disposals tangible assets,
66,03,952 21,354 13,65,12,024 88,27,864 12,99,08,072 88,06,510
others
Total disposals tangible
66,03,952 21,354 13,65,12,024 88,27,864 12,99,08,072 88,06,510
assets
Other adjustments tangible
assets [Abstract]
0 0 0 0
assets, others
Total other adjustments
0 0 0 0
tangible assets
Total changes in tangible
1,50,36,707 3,52,44,015 9,25,92,349 22,24,13,002 7,75,55,642 18,71,68,987
assets
Tangible assets at end of period 52,25,28,740 50,74,92,032 167,99,39,853 158,73,47,504 115,74,11,113 107,98,55,472
108

Sub classes of tangible assets [Axis] Assets held under lease [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
business combinations tangible 87,50,995 23,12,40,866 87,50,995 23,12,40,866
assets
Depreciation tangible assets -64,38,973 -19,59,75,497 64,38,973 19,59,75,497
Impairment loss
tangible assets
[Abstract]
0 21,354 50,01,858 88,27,864 50,01,858 88,06,510
others
0 21,354 50,01,858 88,27,864 50,01,858 88,06,510
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
23,12,022 3,52,44,015 37,49,137 22,24,13,002 14,37,115 18,71,68,987
assets
109

Sub classes of tangible assets [Axis] Assets given under operating lease [Member] Owned assets [Member]
Accumulated Accumulated
Carrying Gross carrying depreciation Carrying Gross carrying depreciation
Carrying amount accumulated depreciation and
amount amount and amount amount and
gross carrying amount [Axis]
[Member] [Member] impairment [Member] [Member] impairment
[Member] [Member]
01/04/2019 01/04/2019 01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020 31/03/2020 31/03/2020
[LineItems]
[Abstract]
business combinations tangible 14,35,839 14,35,839 21,89,17,539 21,89,17,539
assets
Depreciation tangible assets -7,61,128 7,61,128 -20,02,63,613 20,02,63,613
Impairment loss
tangible assets
[Abstract]
0 0 0 66,03,952 13,15,10,166 12,49,06,214
others
0 0 0 66,03,952 13,15,10,166 12,49,06,214
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
6,74,711 14,35,839 7,61,128 1,20,49,974 8,74,07,373 7,53,57,399
assets
Tangible assets at end of period 11,60,228 69,09,498 57,49,270 51,00,19,960 161,97,85,981 110,97,66,021
110

Classes of tangible assets [Axis] Buildings [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
business combinations tangible 14,35,839 0 14,35,839 0
assets
Depreciation tangible assets -7,61,128 0 7,61,128 0
Impairment loss
tangible assets
[Abstract]
0 0 0 0 0 0
others
0 0 0 0 0 0
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
6,74,711 0 14,35,839 0 7,61,128 0
assets
Tangible assets at end of period 11,60,228 0 69,09,498 0 57,49,270 0
111

Classes of tangible assets [Axis] Buildings [Member] Office building [Member]
Sub classes of tangible assets [Axis] Assets given under operating lease [Member] Owned and leased assets [Member]
Accumulated
Gross
Carrying Gross carrying depreciation
Carrying amount accumulated depreciation and carrying
amount amount and Carrying amount [Member]
gross carrying amount [Axis] amount
[Member] [Member] impairment
[Member]
[Member]
01/04/2019 01/04/2019 01/04/2019 01/04/2019 01/04/2018 01/04/2019
to to to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020 31/03/2019 31/03/2020
[LineItems]
[Abstract]
business combinations tangible 14,35,839 14,35,839 14,35,839 0 14,35,839
assets
Depreciation tangible assets -7,61,128 7,61,128 -7,61,128 0
Impairment loss
tangible assets
[Abstract]
0 0 0 0 0 0
others
0 0 0 0 0 0
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
6,74,711 14,35,839 7,61,128 6,74,711 0 14,35,839
assets
Tangible assets at end of period 11,60,228 69,09,498 57,49,270 11,60,228 0 69,09,498
112

Classes of tangible assets [Axis] Office building [Member]
Sub classes of tangible assets [Axis] Owned and leased assets [Member] Assets given under operating lease [Member]
Accumulated
Gross carrying Carrying Gross carrying depreciation
Carrying amount accumulated depreciation and Accumulated depreciation and
amount amount amount and
gross carrying amount [Axis] impairment [Member]
[Member] [Member] [Member] impairment
[Member]
01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2019 01/04/2019
to to to to to to
31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2020 31/03/2020
[LineItems]
[Abstract]
business combinations tangible 0 14,35,839 14,35,839
assets
Depreciation tangible assets 7,61,128 0 -7,61,128 7,61,128
Impairment loss
tangible assets
[Abstract]
0 0 0 0 0 0
others
0 0 0 0 0 0
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
0 7,61,128 0 6,74,711 14,35,839 7,61,128
assets
Tangible assets at end of period 0 57,49,270 0 11,60,228 69,09,498 57,49,270
113

Classes of tangible assets [Axis] Plant and equipment [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
business combinations tangible 0 0 0 0
assets
Depreciation tangible assets 0 0 0 0
Impairment loss
tangible assets
[Abstract]
0 0 0 2,54,494 0 2,54,494
others
0 0 0 2,54,494 0 2,54,494
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
0 0 0 -2,54,494 0 -2,54,494
assets
Tangible assets at end of period 0 0 42,14,661 42,14,661 42,14,661 42,14,661
114

Classes of tangible assets [Axis] Plant and equipment [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
assets
Depreciation tangible assets 0 0 0 0
Impairment loss
tangible assets
[Abstract]
0 0 0 2,54,494 0 2,54,494
others
0 0 0 2,54,494 0 2,54,494
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
0 0 0 -2,54,494 0 -2,54,494
assets
Tangible assets at end of period 0 0 42,14,661 42,14,661 42,14,661 42,14,661
115

Classes of tangible assets [Axis] Furniture and fixtures [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
assets
Depreciation tangible assets -2,82,132 -4,13,217 2,82,132 4,13,217
Impairment loss
tangible assets
[Abstract]
0 0 0 12,93,603 0 12,93,603
others
0 0 0 12,93,603 0 12,93,603
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
-2,82,132 -4,13,217 0 -12,93,603 2,82,132 -8,80,386
assets
Tangible assets at end of period 0 2,82,131 75,39,278 75,39,278 75,39,278 72,57,147
116

Classes of tangible assets [Axis] Furniture and fixtures [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
assets
Depreciation tangible assets -2,82,132 -4,13,217 2,82,132 4,13,217
Impairment loss
tangible assets
[Abstract]
0 0 0 12,93,603 0 12,93,603
others
0 0 0 12,93,603 0 12,93,603
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
-2,82,132 -4,13,217 0 -12,93,603 2,82,132 -8,80,386
assets
Tangible assets at end of period 0 2,82,131 75,39,278 75,39,278 75,39,278 72,57,147
117

Classes of tangible assets [Axis] Office equipment [Member] Computer equipments [Member]
Sub classes of tangible assets [Axis] Assets held under lease [Member] Owned and leased assets [Member]
Accumulated
Gross
[Member]
[Member]
01/04/2018 01/04/2018 01/04/2018 01/04/2019 01/04/2018 01/04/2019
to to to to to to
31/03/2019 31/03/2019 31/03/2019 31/03/2020 31/03/2019 31/03/2020
[LineItems]
[Abstract]
business combinations tangible 5,63,470 5,63,470 87,50,995 60,42,220 87,50,995
assets
Depreciation tangible assets -7,56,968 7,56,968 -61,56,841 -53,69,167
Impairment loss
tangible assets
[Abstract]
0 40,38,540 40,38,540 0 0 50,01,858
others
0 40,38,540 40,38,540 0 0 50,01,858
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
-1,93,498 -34,75,070 -32,81,572 25,94,154 6,73,053 37,49,137
assets
Tangible assets at end of period 4,85,517 54,73,659 49,88,142 1,13,48,552 87,54,398 4,14,90,435
118

Classes of tangible assets [Axis] Computer equipments [Member]
Sub classes of tangible assets [Axis] Owned and leased assets [Member] Assets held under lease [Member]
Gross
Gross carrying
Carrying amount accumulated depreciation and Accumulated depreciation and carrying
amount Carrying amount [Member]
gross carrying amount [Axis] impairment [Member] amount
[Member]
[Member]
01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019
to to to to to to
31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020
[LineItems]
[Abstract]
business combinations tangible 60,42,220 87,50,995 60,42,220 87,50,995
assets
Depreciation tangible assets 61,56,841 53,69,167 -61,56,841 -53,69,167
Impairment loss
tangible assets
[Abstract]
30,40,386 50,01,858 30,40,386 0 0 50,01,858
others
30,40,386 50,01,858 30,40,386 0 0 50,01,858
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
30,01,834 11,54,983 23,28,781 25,94,154 6,73,053 37,49,137
assets
Tangible assets at end of period 3,77,41,298 3,01,41,883 2,89,86,900 1,13,48,552 87,54,398 4,14,90,435
119

Classes of tangible assets [Axis] Computer equipments [Member] Other tangible assets [Member]
Sub classes of tangible assets [Axis] Assets held under lease [Member] Owned and leased assets [Member]
Gross
Gross carrying
Carrying amount accumulated depreciation and Accumulated depreciation and carrying
amount Carrying amount [Member]
gross carrying amount [Axis] impairment [Member] amount
[Member]
[Member]
01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019
to to to to to to
31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020
[LineItems]
[Abstract]
business combinations tangible 60,42,220 21,89,17,539 22,46,35,176 21,89,17,539
assets
Depreciation tangible assets 61,56,841 53,69,167 -20,02,63,613 -18,94,36,145
Impairment loss
tangible assets
[Abstract]
30,40,386 50,01,858 30,40,386 66,03,952 21,354 13,15,10,166
others
30,40,386 50,01,858 30,40,386 66,03,952 21,354 13,15,10,166
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
30,01,834 11,54,983 23,28,781 1,20,49,974 3,51,77,677 8,74,07,373
assets
120

Classes of tangible assets [Axis] Other tangible assets [Member]
Accumulated
[Member]
01/04/2018 01/04/2019 01/04/2018 01/04/2018 01/04/2018 01/04/2018
to to to to to to
31/03/2019 31/03/2020 31/03/2019 31/03/2019 31/03/2019 31/03/2019
[LineItems]
[Abstract]
business combinations tangible 22,46,35,176 22,46,35,176 22,46,35,176
assets
Depreciation tangible assets 20,02,63,613 18,94,36,145 -18,94,36,145 18,94,36,145
Impairment loss
tangible assets
[Abstract]
2,00,841 12,49,06,214 1,79,487 21,354 2,00,841 1,79,487
others
2,00,841 12,49,06,214 1,79,487 21,354 2,00,841 1,79,487
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
22,44,34,335 7,53,57,399 18,92,56,658 3,51,77,677 22,44,34,335 18,92,56,658
assets
121

Classes of tangible assets [Axis] Other tangible assets [Member] Other tangible assets, others [Member]
Sub classes of tangible assets [Axis] Owned assets [Member] Owned and leased assets [Member]
Accumulated
Gross
[Member]
[Member]
01/04/2019 01/04/2019 01/04/2019 01/04/2019 01/04/2018 01/04/2019
to to to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020 31/03/2019 31/03/2020
[LineItems]
Nature of other tangible assets 0 0 0
[Abstract]
business combinations tangible 21,89,17,539 21,89,17,539 21,89,17,539 22,46,35,176 21,89,17,539
assets
Depreciation tangible assets -20,02,63,613 20,02,63,613 -20,02,63,613 -18,94,36,145
Impairment loss
tangible assets
[Abstract]
66,03,952 13,15,10,166 12,49,06,214 66,03,952 21,354 13,15,10,166
others
66,03,952 13,15,10,166 12,49,06,214 66,03,952 21,354 13,15,10,166
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
1,20,49,974 8,74,07,373 7,53,57,399 1,20,49,974 3,51,77,677 8,74,07,373
assets
122

Accumulated
[Member]
01/04/2018 01/04/2019 01/04/2018 01/04/2018 01/04/2018 01/04/2018
to to to to to to
31/03/2019 31/03/2020 31/03/2019 31/03/2019 31/03/2019 31/03/2019
[LineItems]
Nature of other tangible assets 0 0 0 0.00 0.00 0.00
[Abstract]
business combinations tangible 22,46,35,176 22,46,35,176 22,46,35,176
assets
Depreciation tangible assets 20,02,63,613 18,94,36,145 -18,94,36,145 18,94,36,145
Impairment loss
tangible assets
[Abstract]
2,00,841 12,49,06,214 1,79,487 21,354 2,00,841 1,79,487
others
2,00,841 12,49,06,214 1,79,487 21,354 2,00,841 1,79,487
assets
assets [Abstract]
0 0 0 0
assets, others
0 0 0 0
tangible assets
22,44,34,335 7,53,57,399 18,92,56,658 3,51,77,677 22,44,34,335 18,92,56,658
assets
123

Sub classes of tangible assets [Axis] Owned assets [Member]
Accumulated
Carrying amount Gross carrying depreciation and
Carrying amount accumulated depreciation and gross carrying amount [Axis]
[Member] amount [Member] impairment
[Member]
01/04/2019 01/04/2019 01/04/2019
to to to
31/03/2020 31/03/2020 31/03/2020
Disclosure of tangible assets [LineItems]
Nature of other tangible assets 0 0 0
Reconciliation of changes in tangible assets [Abstract]
Changes in tangible assets [Abstract]
Additions other than through business combinations tangible
21,89,17,539 21,89,17,539
assets
Depreciation tangible assets -20,02,63,613 20,02,63,613
Impairment loss recognised in profit or loss tangible assets 0 0
Reversal of impairment loss recognised in profit or loss
0 0
tangible assets
Disposals tangible assets [Abstract]
Disposals tangible assets, others 66,03,952 13,15,10,166 12,49,06,214
Total disposals tangible assets 66,03,952 13,15,10,166 12,49,06,214
Other adjustments tangible assets [Abstract]
Other adjustments tangible assets, others 0 0
Total other adjustments tangible assets 0 0
Total changes in tangible assets 1,20,49,974 8,74,07,373 7,53,57,399
Tangible assets at end of period 51,00,19,960 161,97,85,981 110,97,66,021

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Textual information (40) Textual information (41)
Disclosure of notes on tangible assets explanatory [TextBlock] [See below] [See below]
124
Disclosure of notes on tangible assets explanatory [Text Block]
2.4 Property, plant and equipment (Tangible assets) and depreciation

Fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost comprises of
purchase price and any attributable cost such as duties, freight, borrowing costs, erection and commissioning
expenses incurred in bringing the asset to its working condition for its intended use.
Advance paid/ expenditure incurred on acquisition/ construction of fixed assets which are not ready for their
intended use at each balance sheet date are disclosed under loans and advances as advances on capital account and
capital work-in-progress respectively.
Depreciation on assets is provided using the straight line method as per the useful life of the assets estimated by the
management. From 1 April 2014, management has re-assessed the estimated useful lives of the assets, which are
lower than or equal to those prescribed under Schedule II of the Act, and listed in the table below. Depreciation on
addition / deletion of fixed asset made during the year is provided on pro-rata basis from / to the date of such
addition / deletion.
Useful lives
estimated by
the
management
(years)
Computers 3
Office equipment 1-5
Furniture and fittings* 3
Plant and machinery* 3
Medical equipments and instruments* 3-5
Mobile phones 1
over the life
Leasehold improvements of the lease
period
* For these class of assets, based on technical evaluation the management believes the useful life of the assets are
appropriate, which are lower than those prescribed under Part C of Schedule II of the Act.
125
Disclosure of notes on tangible assets explanatory [Text Block]
Property, plant and equipment (Tangible assets) and depreciation
Fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Cost comprises of
purchase price and any attributable cost such as duties, freight, borrowing costs, erection and commissioning
expenses incurred in bringing the asset to its working condition for its intended use.
Advance paid/ expenditure incurred on acquisition/ construction of fixed assets which are not ready for their
intended use at each balance sheet date are disclosed under loans and advances as advances on capital account and
capital work-in-progress respectively.
Depreciation on assets is provided using the straight line method as per the useful life of the assets estimated by the
management. From 1 April 2014, management has re-assessed the estimated useful lives of the assets, which are
lower than or equal to those prescribed under Schedule II of the Act, and listed in the table below. Depreciation on
addition / deletion of fixed asset made during the year is provided on pro-rata basis from / to the date of such
addition / deletion.
Useful lives
estimated by
the
management
(years)
Computers 3
Medical equipments and instruments* 3-5
Mobile phones 1
over the life

Leasehold improvements of the lease
period
* For these class of assets, based on technical evaluation the management believes the useful life of the assets are
appropriate, which are lower than those prescribed under Part C of Schedule II of the Act.
126
The Company had re-estimated useful lives and residual values of its fixed assets where the useful life assessed by
the management was higher than that prescribed in Scedule II with effect from 1 April 2014.
[201100] Notes - Intangible assets
Disclosure of intangible assets [Table] ..(1)

Classes of intangible assets [Axis] Company total intangible assets [Member]
Sub classes of intangible assets [Axis] Internally generated and other than internally generated intangible assets [Member]
Carrying amount accumulated amortization and Gross carrying amount Accumulated amortization and
impairment and gross carrying amount [Axis] [Member] impairment [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
Disclosure of intangible assets [Abstract]
Disclosure of intangible assets
[LineItems]
intangible assets [Abstract]
Changes in intangible assets
[Abstract]
Additions to intangible assets
[Abstract]
business combinations 1,03,57,116 2,79,04,267 1,03,57,116 2,79,04,267
intangible assets
Total additions to
1,03,57,116 2,79,04,267 1,03,57,116 2,79,04,267
intangible assets
Amortization intangible assets -62,15,306 -57,77,359 62,15,306 57,77,359
Impairment loss
loss intangible assets
intangible assets
Disposals intangible assets
[Abstract]
Disposals intangible
0 0 0 14,040 0 14,040
assets, others
Total disposals intangible
0 0 0 14,040 0 14,040
assets
Other adjustments intangible
assets [Abstract]
Other adjustments
0 0 0 0
intangible assets, others
0 0 0 0
intangible assets
Total changes in intangible
41,41,810 2,21,26,908 1,03,57,116 2,78,90,227 62,15,306 57,63,319
assets
Intangible assets at end of period 2,69,25,707 2,27,83,897 8,49,45,286 7,45,88,170 5,80,19,579 5,18,04,273
127

Sub classes of intangible assets [Axis] Internally generated intangible assets [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
[Abstract]
business combinations 0 2,77,95,267 0 2,77,95,267
intangible assets
Total additions to
0 2,77,95,267 0 2,77,95,267
intangible assets
Impairment loss
intangible assets
[Abstract]
0 0 0 0 0 0
assets, others
0 0 0 0 0 0
assets
assets [Abstract]
Other adjustments
0 0 0 0
0 0 0 0
intangible assets
-55,59,053 2,22,36,214 0 2,77,95,267 55,59,053 55,59,053
assets
128

Sub classes of intangible assets [Axis] Intangible assets other than internally generated [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
[Abstract]
business combinations 1,03,57,116 1,09,000 1,03,57,116 1,09,000
intangible assets
Total additions to
1,03,57,116 1,09,000 1,03,57,116 1,09,000
intangible assets
Impairment loss
intangible assets
[Abstract]
0 0 0 14,040 0 14,040
assets, others
0 0 0 14,040 0 14,040
assets
assets [Abstract]
Other adjustments
0 0 0 0
0 0 0 0
intangible assets
97,00,863 -1,09,306 1,03,57,116 94,960 6,56,253 2,04,266
assets
Intangible assets at end of period 1,02,48,546 5,47,683 4,11,50,019 3,07,92,903 3,09,01,473 3,02,45,220
129

Classes of intangible assets [Axis] Goodwill [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
[Abstract]
intangible assets
Total additions to
0 2,77,95,267 0 2,77,95,267
intangible assets
Impairment loss
intangible assets
[Abstract]
0 0 0 0 0 0
assets, others
0 0 0 0 0 0
assets
assets [Abstract]
Other adjustments
0 0 0 0
0 0 0 0
intangible assets
-55,59,053 2,22,36,214 0 2,77,95,267 55,59,053 55,59,053
assets
130

Sub classes of intangible assets [Axis] Internally generated intangible assets [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
[Abstract]
intangible assets
Total additions to
0 2,77,95,267 0 2,77,95,267
intangible assets
Impairment loss
intangible assets
[Abstract]
0 0 0 0 0 0
assets, others
0 0 0 0 0 0
assets
assets [Abstract]
Other adjustments
0 0 0 0
0 0 0 0
intangible assets
-55,59,053 2,22,36,214 0 2,77,95,267 55,59,053 55,59,053
assets
131

Classes of intangible assets [Axis] Computer software [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
[Abstract]
intangible assets
Total additions to
1,03,57,116 1,09,000 1,03,57,116 1,09,000
intangible assets
Impairment loss
intangible assets
[Abstract]
0 0 0 14,040 0 14,040
assets, others
0 0 0 14,040 0 14,040
assets
assets [Abstract]
Other adjustments
0 0 0 0
0 0 0 0
intangible assets
97,00,863 -1,09,306 1,03,57,116 94,960 6,56,253 2,04,266
assets
132

Sub classes of intangible assets [Axis] Intangible assets other than internally generated [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
[LineItems]
[Abstract]
[Abstract]
intangible assets
Total additions to
1,03,57,116 1,09,000 1,03,57,116 1,09,000
intangible assets
Impairment loss
intangible assets
[Abstract]
0 0 0 14,040 0 14,040
assets, others
0 0 0 14,040 0 14,040
assets
assets [Abstract]
Other adjustments
0 0 0 0
0 0 0 0
intangible assets
97,00,863 -1,09,306 1,03,57,116 94,960 6,56,253 2,04,266
assets
Disclosure of additional information intangible assets [Table] ..(1)

Company total intangible assets
[Member]
Internally generated and other Internally generated and other
Internally generated intangible
Sub classes of intangible assets [Axis] than internally generated than internally generated
assets [Member]
intangible assets [Member] intangible assets [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019 31/03/2020 31/03/2019
intangible assets [LineItems]
Useful lives or amortization rates
NA NA NA NA 5.00 5.00
intangible assets
Description of amortization method Written Down Written Down
- - - -
used Value Value
133
Disclosure of additional information intangible assets [Table] ..(2)

Internally generated and other than
Intangible assets other than internally
Sub classes of intangible assets [Axis] internally generated intangible assets
generated [Member]
[Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Disclosure of additional information intangible assets
[Abstract]
Disclosure of additional information intangible
assets [LineItems]
Useful lives or amortization rates intangible
NA NA 5.00 5.00
assets
Written Down
Description of amortization method used - -
Value
Written Down Value

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of notes on intangible assets explanatory [TextBlock] [See below] [See below]
Disclosure of notes on intangible assets explanatory [Text Block]
2.5 Intangible assets and amortisation.

Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition, an intangible asset is
carried at its cost less any accumulated amortisation and any accumulated impairment loss.
Intangible assets are amortized on a straight line basis over the estimated useful economic life.
Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset to which it
relates.
Intangible assets comprising of software purchased by the Company is amortised over an expected benefit period of 5 years.
134
Disclosure of notes on intangible assets explanatory [Text Block]
Intangible assets and amortisation.
Intangible assets that are acquired by the Company are measured initially at cost. After initial recognition, an intangible asset is
carried at its cost less any accumulated amortisation and any accumulated impairment loss.
Intangible assets are amortized on a straight line basis over the estimated useful economic life.
Subsequent expenditure is capitalised only when it increases the future economic benefits from the specific asset to which it
relates.
Intangible assets comprising of software purchased by the Company is amortised over an expected benefit period of 5 years.
Goodwill is amortised over a period of one year.
[200600] Notes - Subclassification and notes on liabilities and assets
Subclassification of trade receivables [Table] ..(1)

Classification of assets based on security
Classification of assets based on security [Axis] Secured considered good [Member]
[Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Subclassification and notes on liabilities and assets
[Abstract]
Trade receivables notes [Abstract]
Trade receivables [Abstract]
Subclassification of trade receivables
[Abstract]
Subclassification of trade receivables
[LineItems]
Breakup of trade receivables [Abstract]
Trade receivables, gross 174,09,10,059 132,05,92,219 160,46,43,102 132,05,92,219
Allowance for bad and doubtful debts 13,62,66,957 0 0
Total trade receivables 160,46,43,102 132,05,92,219 160,46,43,102 132,05,92,219
Details of trade receivables due by
directors, other officers or others
[Abstract]
Trade receivables due by directors 0 0
Trade receivables due by other officers 0 0
Details of trade receivables due by
firms or companies in which any director
is partner or director [Abstract]
Total trade receivables due by firms
or companies in which any director is 0 0
partner or director
135
Subclassification of trade receivables [Table] ..(2)

Classification of assets based on security [Axis] Doubtful [Member]
31/03/2020 31/03/2019
Subclassification and notes on liabilities and assets [Abstract]
Trade receivables notes [Abstract]
Trade receivables [Abstract]
Subclassification of trade receivables [Abstract]
Subclassification of trade receivables [LineItems]
Breakup of trade receivables [Abstract]
Trade receivables, gross 13,62,66,957 0
Allowance for bad and doubtful debts 13,62,66,957 0
Total trade receivables 0 0
Details of trade receivables due by directors, other officers or others
[Abstract]
Trade receivables due by directors 0 0
Trade receivables due by other officers 0 0
Trade receivables due by others 3,72,85,789 0
Total trade receivables due by directors, other officers or others 3,72,85,789 0
Details of trade receivables due by firms or companies in which any
director is partner or director [Abstract]
Total trade receivables due by firms or companies in which any
0 0
director is partner or director
Classification of inventories [Table] ..(1)

Classification of inventories [Axis] Company total inventories [Member] Stock-in-trade [Member]
01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
[Abstract]
Inventories notes [Abstract]
Inventories [Abstract]
Classification of inventories [Abstract]
Details of inventories [LineItems]
Inventories 142,48,65,232 87,37,90,972 142,48,65,232 87,37,90,972
Inventories of Inventories of
traded goods and traded goods and
stores and spares stores and spares are
Textual information Textual information
Mode of valuation (44) [See below] (45) [See below]
are valued at lower valued at lower of
of cost and cost and estimated
estimated net net realisable value._
realisable value._
136
Loans and advances [Table] ..(1)

Classification based on time period [Axis] Long-term [Member]
Classification of loans and advances [Axis] Loans and advances [Member] Security deposits [Member]
Classification of assets based on security [Axis] Unsecured considered good [Member] Unsecured considered good [Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
[Abstract]
Loans and advances notes [Abstract]
Loans and advances [Abstract]
Disclosure of loans and advances [LineItems]
Loans and advances, gross 3,45,01,641 6,44,80,710 1,33,16,900 2,96,12,234
Allowance for bad and doubtful loans and
0 0 0 0
advances
Loans and advances 3,45,01,641 6,44,80,710 1,33,16,900 2,96,12,234
Details of loans and advances due by
[Abstract]
Loans and advances due by directors 0 0 0 0
Loans and advances due by other officers 0 0 0 0
Details of loans and advances due by firms
or companies in which any director is
partner or director [Abstract]
Loans and advances due by firms in
0 0 0 0
which any director is partner
Total loans and advances due
by firms or companies in which
0 0 0 0
any director is partner or
director

Classification of loans and advances [Axis] Other loans and advances [Member] Advance tax [Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
[Abstract]
Loans and advances, gross 2,11,84,741 3,48,68,476 13,87,085 2,39,691
0 0 0 0
advances
Loans and advances 2,11,84,741 3,48,68,476 13,87,085 2,39,691
[Abstract]
0 0 0 0
0 0 0 0
director
137

Classification of loans and advances [Axis] Other advance taxes [Member] Other taxes receivable [Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
[Abstract]
Loans and advances, gross 13,87,085 2,39,691 65,20,861 65,20,861
0 0 0 0
advances
Loans and advances 13,87,085 2,39,691 65,20,861 65,20,861
[Abstract]
0 0 0 0
0 0 0 0
director

Classification based on time period [Axis] Long-term [Member] Short-term [Member]
Classification of loans and advances [Axis] Loans and advances [Member]
[Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
[Abstract]
0 0 0 0
advances
[Abstract]
0 0 0 0
0 0 0 0
director
138

Classification of loans and advances [Axis] Other loans and advances [Member]
[Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
[Abstract]
0 0 0 0
advances
[Abstract]
0 0 0 0
0 0 0 0
director
Disclosure of breakup of provisions [Table] ..(1)

Classification based on time period [Axis] Long-term [Member] Short-term [Member]
31/03/2020 31/03/2019 31/03/2020 31/03/2019
[Abstract]
Provisions notes [Abstract]
Disclosure of breakup of provisions [Abstract]
Disclosure of breakup of provisions [LineItems]
Provisions [Abstract]
Provisions for employee benefits
[Abstract]
Provision gratuity 59,33,057 85,29,527 74,88,721 15,00,000
Provision other employee related
4,32,37,594 3,83,17,901 69,00,810 63,86,732
liabilities
Total provisions for employee benefits 4,91,70,651 4,68,47,428 1,43,89,531 78,86,732
CSR expenditure provision 0 0 0 0
Other provisions 16,94,72,918 17,00,30,899
Total provisions 4,91,70,651 4,68,47,428 18,38,62,449 17,79,17,631
139

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of subclassification and notes on liabilities and assets
explanatory [TextBlock]
Trade payables, long-term 0 0
Total other long-term liabilities 0 0
Nature of other provisions [See below] [See below]
Interest accrued but not due on borrowings 0 57,365
Interest accrued and due on borrowings 0 0
Interest accrued but not due on public deposits 0 0
Interest accrued and due on public deposits 0 0
Debentures claimed but not paid 0 0
Unpaid dividends 0 0
Application money received for allotment of securities and
0 0
due for refund, principal
Unpaid matured deposits and interest accrued thereon 0 0
Unpaid matured debentures and interest accrued thereon 0 0
Taxes payable other tax 25,23,24,232 26,15,69,575
Security deposits refundable, current 39,86,500 39,86,500
Total deposits refundable current 39,86,500 39,86,500
Public deposit payable, current 0 0
Total other payables, current 25,63,10,732 26,55,56,075
Advance received from customers 2,27,30,696 89,38,870
Current liabilities portion of share application money pending
0 0
allotment
Other current liabilities, others 63,07,92,224 33,02,75,431
Total other current liabilities 90,98,33,652 60,48,27,741
Other non-current assets, others 14,99,331 10,18,158
Total other non-current assets 14,99,331 10,18,158
Nature of other non-current assets, others NA NA
Aggregate amount of trade receivables outstanding for period
0 0
exceeding six months
Fixed deposits with banks 0 0
Other balances with banks 96,39,138 3,71,54,367
Total balance with banks 96,39,138 3,71,54,367
Cash on hand 43,198 20,156
Total cash and cash equivalents 96,82,336 3,71,74,523
Other bank balances 11,18,037 8,41,883
Total cash and bank balances 1,08,00,373 3,80,16,406
Total balances held with banks to extent held as
margin money or security against borrowings, 0 0
guarantees or other commitments
Bank deposits with more than twelve months maturity 0 0
Other current assets, others 1,37,811 1,30,875
Total other current assets 1,37,811 1,30,875
Mode of valuation
Inventories Inventories of traded goods and stores and spares are valued at lower of cost and estimated net realisable value. In case of traded
finished goods and stores and spares cost represents purchase price and other costs incurred for bringing the inventories to their present
location and condition and is determined on first-in-first-out basis. Net realisable value is the estimated selling price in the ordinary course of
business, less estimated costs of completion and estimated costs necessary to make the sale. The comparison of costs and net realisable value
is made on an item- by-item basis.
Mode of valuation
Inventories Inventories of traded goods and stores and spares are valued at lower of cost and estimated net realisable
value. In case of traded finished goods and stores and spares cost represents purchase price and other costs incurred for bringing the
inventories to their present location and condition and is determined on first-in-first-out basis. Net realisable value is the estimated selling
price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale. The comparison
of costs and net realisable value is made on an item- by-item basis.
140
Nature of other provisions

Provisions and contingencies A provision is recognised when: • the Company has a present obligation as a result of a past event; • it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and • a reliable estimate can be
made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that
the likelihood of outflow of resource is remote, no provision or disclosure is made.
Nature of other provisions

Provisions and contingencies A provision is recognised when: • the Company has a present obligation as a result of a
past event; • it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and • a
reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible
obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a
present obligation that the likelihood of outflow of resource is remote, no provision or disclosure is made.
[200700] Notes - Additional disclosures on balance sheet

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of additional balance sheet notes explanatory [TextBlock]
Total contingent liabilities and commitments 0 0
Amount of dividends proposed to be distributed to equity shareholders 0 0
Amount of per share dividend proposed to be distributed to equity
[INR/shares] 0 [INR/shares] 0
shareholders
Deposits accepted or renewed during period 0 0
Deposits matured and claimed but not paid during period 0 0
Deposits matured and claimed but not paid 0 0
Deposits matured but not claimed 0 0
Interest on deposits accrued and due but not paid 0 0
Share application money received during year 0 0
Share application money paid during year 0 0
Amount of share application money received back during year 0 0
Amount of share application money repaid returned back during year 0 0
Number of person share application money paid during year [pure] 0 [pure] 0
Number of person share application money received during year [pure] 0 [pure] 0
Number of person share application money paid as at end of year [pure] 0 [pure] 0
Number of person share application money received as at end of year [pure] 0 [pure] 0
Whether maintenance of cost records by company has been
mandated under Companies (Cost Records and Audit) Rules, Yes Yes
2014
If yes, Central Excise Tariff Act, heading in which product/ Section 148 Section 148
service is covered under cost records (2) (2)
Whether audit of cost records of company has been mandated
Yes Yes
under Rules specified in SN 1
If yes, Central Excise Tariff Act, heading in which product/ Section 148 Section 148
service is covered under cost audit (2) (2)
Unclaimed share application refund money 0 0
Unclaimed matured debentures 0 0
Unclaimed matured deposits 0 0
Interest unclaimed amount 0 0
Number of warrants converted into equity shares during period [pure] 0 [pure] 0
Number of warrants converted into preference shares during period [pure] 0 [pure] 0
Number of warrants converted into debentures during period [pure] 0 [pure] 0
Number of warrants issued during period (in foreign currency) [pure] 0 [pure] 0
Number of warrants issued during period (INR) [pure] 0 [pure] 0
141
[200800] Notes - Disclosure of accounting policies, changes in accounting policies and estimates
01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of accounting policies, change in accounting policies and Textual information (48) Textual information (49)
changes in estimates explanatory [TextBlock] [See below] [See below]
142
Disclosure of accounting policies, change in accounting policies and changes in estimates explanatory [Text Block]
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
1. Company overview
Smith & Nephew
Healthcare Private
Limited (‘the
Company’) was
incorporated on 11
August 1994. The
Company is subsidary
of Smith & Nephew
USD Limited (UK) part
of Smith & Nephew
Group. and is engaged
in the medical devices
business in trading,
import, sales, marketing
and distribution of
Orthopaedic, Sports
Medicine, Advanced
Wound Management
and trauma, range of
products, equipment
and medical devices.
Significant accounting
2.
policies
Basis of preparation of
2.1.
financial statements
The accompanying
have been prepared in
compliance with
Accounting Standards
prescribed under
Section 133 of the
Companies Act, 2013
('the Act') (to the extent
notified), read with
Rule 7 of the
Companies (Accounts)
Rules, 2014, read with
Companies (Accounting
Standards) Amendment
Rules, 2016 applicable
with effect from 1 April
2016 and other
generally accepted
accounting principles
(GAAP) in India, to the
extent applicable, under
143
the historical cost

convention, on the
accrual basis of
144
accounting and other

relevant provisions of
the Act.
The Company’s
business plan is on a
recovery path, post
slowdown on account of
the Global pandemic
caused by Covid 19.
Business is expected to
be in line with pre-covid
levels around the 3rd
quarter of Financial
year 2020-2021. The
Company has a positive
net worth, its current
assets exceed current
liabilities by Rs
1,213.14 million and
continues to make profit
during the year. While
the operating cashflows
for the year is negative,
the Company has
received an equity
infusion of Rs. 930
million subsequent to
the year ended 31st
March 2020 from Smith
& Nephew USD
Limited, the Holding
Company. The
company also has a line
of credit to support its
working capital
needs. The working
capital situation of the
Company is also
expected to improve in
FY 21-22. Management
is confident the
Company will continue
on it’s recovery and
growth path and operate
as a going concern and
meet all it's
commitment’s on
ongoing basis and
consequently be in
position to continue it's
operation for the
foreseeable future in the
normal course of
business. Accordingly,
these financial
statements have been
prepared on a going
concern basis and do
not include any
adjustments relating to
the recoverability and
classification of
recorded assets, or to
amounts and
classification of
liabilities that may be
necessary if the entity is
unable to continue as a
going concern.
The financial statements
were authorised for
issue by the Board of
Directors at their
meeting held on 29th
December 2020.
145
Current / Non-current
2.2.
Classification
The Schedule III to the
Act requires assets and
liabilities to be
classified as either
Current or Non-current.
An asset is classified as
current when it satisfies
any of the following
criteria:
(a) it is expected to be
realised in, or is
intended for sale or
consumption in, the
entity’s normal
operating cycle;
(b) it is held primarily
for the purpose of being
traded;
(c) it is expected to be
realised within twelve
months after the balance
sheet date; or
(d) it is cash or a cash
equivalent unless it is
restricted from being
exchanged or used to
settle a liability for
atleast twelve months
after the balance sheet
date.
Current assets include
the current portion of
non-current financial
assets.
All other assets are
classified as
non-current.
A liability is classified
as current when it
satisfies any of the
following criteria:
settled in, the entity’s
normal operating cycle;
(b) it is held primarily
for the purpose of being
traded;
(c) it is due to be settled
within twelve months
date; or
(d) the Company does
not have an
unconditional right to
defer settlement of the
liability for atleast
twelve months after the
balance sheet date.
Current liabilities
include the current
portion of non-current
financial liabilities.
All other liabilities are
classified as
non-current.
Operating cycle
All assets and liabilities
146
have been classified as

current or non-current
as per the Company’s
normal operating cycle
and other criteria set out
above which are in
accordance with the
Schedule III to the Act.
Based on the nature of
services and the time
between the acquisition
of assets for processing
and their realisation in
cash and cash
equivalents, the
Company has
ascertained its operating
cycle as 12 months for
the purpose of current –
non-current
classification of assets
and liabilities.
2.3 Use of estimates
The preparation of
financial statements in
conformity with
generally accepted
accounting principles
(‘GAAP’) requires
management to make
estimates and
assumptions that affect
the reported amounts of
assets and liabilities and
the disclosure of
contingent liabilities on
the date of the financial
statements.
Management believes
that the estimates made
in the preparation of the
financial statements are
prudent and reasonable.
Actual results could
differ from those
estimates. Any revision
to accounting estimates
is recognised
prospectively in current
and future periods.
Property, plant and
2.4 equipment (Tangible
assets) and depreciation
Fixed assets are stated
at cost less accumulated
depreciation and
impairment loss, if any.
Cost comprises of
purchase price and any
attributable cost such as
duties, freight,
borrowing costs,
erection and
commissioning
expenses incurred in
bringing the asset to its
working condition for
its intended use.
Advance paid/
expenditure incurred on
acquisition/
construction of fixed
assets which are not
147
ready for their intended

use at each balance
sheet date are disclosed
under loans and
advances as advances
148
on capital account and

capital work-in-progress
respectively.
Depreciation on assets
is provided using the
straight line method as
per the useful life of the
assets estimated by the
management. From 1
April 2014,
management has
re-assessed the
estimated useful lives of
the assets, which are
lower than or equal to
those prescribed under
Schedule II of the Act,
and listed in the table
below. Depreciation on
addition / deletion of
fixed asset made during
the year is provided on
pro-rata basis from / to
the date of such addition
/ deletion.
Useful lives
estimated by
the
management
(years)
Computers 3
Medical equipments and
3-5
instruments*
Mobile phones 1
over the life
Leasehold
of the lease
improvements
period
* For these class of
assets, based on
technical evaluation the
management believes
the useful life of the
assets are appropriate,
which are lower than
Part C of Schedule II of
the Act.
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
2.
policies (Continued)
Intangible assets and
149
2.5 amortisation.
Intangible assets that
are acquired by the
Company are measured
initially at cost. After
initial recognition, an
intangible asset is
carried at its cost less
any accumulated
amortisation and any
accumulated
impairment loss.
Intangible assets are
amortized on a straight
line basis over the
estimated useful
economic life.
Subsequent expenditure
is capitalised only when
it increases the future
economic benefits from
the specific asset to
which it relates.
Intangible assets
comprising of software
purchased by the
Company is amortised
over an expected benefit
period of 5 years.
2.6 Goodwill
Goodwill is amortised
over a period of one
year. However,
goodwill arising on
account of merger is
amortised over a period
of five years.
The Company assesses
at each balance sheet
date whether there is
any indication that an
asset may be impaired.
If any such indication
exists, the Company
estimates the
recoverable amount of
the asset. The
recoverable amount is
the greater of the net
selling price and value
in use. In assessing
value in use, the
estimated future cash
flows are discounted to
their present value
based on an appropriate
discount factor. If such
the asset or the
the cash generating unit
to which the asset
belongs is less than its
carrying amount, the
carrying amount is
reduced to its
recoverable amount.
The reduction is treated
as an impairment loss
and is recognized in the
statement of profit and
loss. If at the balance
sheet date there is an
150
indication that a
previously assessed
impairment loss no
longer exists, the
reassessed and the asset
is reflected at the
recoverable amount
151
subject to a maximum
of depreciable historical
cost.
2.7 Borrowing costs
Borrowing costs that are
attributable to the
acquisition, construction
or production of
qualifying assets are
treated as direct cost
and are considered as
part of cost of such
assets. A qualifying
asset is an asset that
necessarily requires a
substantial period of
time to get ready for its
intended use or sale. All
other borrowing cost are
recognised as an
expenses in the period
in which they are
incurred.
Impairment of tangible
2.8 and intangible asset
other than goodwill
The Company assesses
date whether there is
any indication that an
asset may be impaired.
If any such indication
exists, the Company
estimates the
the asset. The
the greater of the net
selling price and value
in use. In assessing
value in use, the
estimated future cash
flows are discounted to
their present value
based on an appropriate
discount factor. If such
the asset or the
the cash generating unit
to which the asset
belongs is less than its
carrying amount, the
carrying amount is
reduced to its
recoverable amount.
The reduction is treated
as an impairment loss
and is recognized in the
indication that a
previously assessed
impairment loss no
longer exists, the
reassessed and the asset
is reflected at the
recoverable amount
subject to a maximum
of depreciable historical
cost.
152
2.9 Inventories
Inventories of traded
goods and stores and
spares are valued at
lower of cost and
estimated net realisable
value.
In case of traded
finished goods and
stores and spares cost
represents purchase
price and other costs
incurred for bringing
the inventories to their
present location and
condition and is
determined on
first-in-first-out basis.
Net realisable value is
the estimated selling
price in the ordinary
course of business, less
estimated costs of
completion and
estimated costs
necessary to make the
sale.
The comparison of costs
and net realisable value
is made on an item-
by-item basis.
2.10 Employee benefits
Short-term employee
benefits
All employee benefits
payable wholly within
twelve months of
rendering the service
are classified as
short-term employee
benefits such as salaries,
wages and short term
compensated absences,
etc. and the expected
cost of exgratia are
recognised in the period
in which the employee
rendered the related
services. The
undiscounted amount of
short-term employee
benefits expected to be
paid in exchange for the
services rendered by
employees is recognized
as an expense during
the year.
Post-employment
benefits
Defined contribution
plan
The Company’s
contribution to
provident fund is a
defined contribution
plan. The Company’s
contribution paid /
payable under the
scheme is recognised as
expense in the profit
and loss account during
153
the period in which the

employee renders the
related service. The
Company makes
specified monthly
contributions towards
employee provident
fund. The interest rate
154
payable is being
notified by the
Government.
Defined benefit plans:
The Company’s gratuity
scheme with Life
Insurance Corporation
of India is a defined
benefit plan. The
Company’s net
obligation in respect of
the gratuity benefit
scheme is calculated by
estimating the amount
of future benefit that
employees have earned
in return for their
service in the current
and prior periods; that
benefit is discounted to
determine its present
value. The present value
of the obligation under
such defined benefit
plans is determined
based on actuarial
valuation at each
balance sheet date by an
independent actuary
using the Projected Unit
Credit Method, which
recognises each period
of service as giving rise
to additional unit of
employee benefit
entitlement and
measures each unit
separately to build up
the final obligation. The
obligation is measured
at the present value of
the estimated future
cash flows. The
discount rates used for
determining the present
value of the obligation
under defined benefit
plans are based on the
market yields on
Government securities
as at the balance sheet
date. Actuarial gains
and losses are
recognised immediately
in the Statement of
profit and loss.
Compensated absences:
The employees can
carry forward a portion
of the unutilised
accrued compensated
absences and utilise it in
future service periods or
receive cash
compensation on
termination of
employment. Since the
compensated absences
do not fall due wholly
after the end of the
period in which the
employees render the
related service and are
155
also not expected to be

utilised wholly within
end of such period, the
benefit is classified as a
long-term employee
benefit. The Company
records an obligation
for such compensated
absences in the period
in which the employee
renders the services that
increase this
entitlement. The
obligation is measured
on the basis of
156
independent acturial
valuation using project
unit credit method.
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
2.
2.11 Share based payment
The Group operates a
number of equity-settled
executive and employee
share plans. For all
grants of share options
and awards, the fair
value at the grant date is
calculated using
appropriate option
pricing models. The
grant date fair value is
recognised over the
vesting period as an
expense, with a
corresponding increase
in retained earnings.
2.12 Revenue recognition
Revenue is recognised
to the extent that it is
probable that the
economic benefits will
flow to the Company
and the revenue can be
reliably measured. The
following specific
recognition criteria must
also be met before
revenue is recognized:
Sale of goods:
when the significant
risks and rewards of
ownership of the goods
have passed to the
buyer. The Company
collects sales taxes,
value added taxes
(VAT) and goods and
service taxes (GST) on
behalf of the
government and,
therefore, these are not
economic benefits
flowing to the company.
Hence, they are
excluded from revenue.
after applicable
discounts and
157
allowances. Allowances
158
for sales returns are

estimated and provided
for in the period of sales
Deferred revenue is
recognized for billing in
excess of revenue
earned i.e. to the extend
of remaining
performance obligation.
Revenue from product
sales are deferred and
allocated as per the
agreement with the
contracting party.
Interest:
Interest income is
recognised on a time
proportion basis taking
into account the amount
outstanding and the
applicable interest rate.
Interest income is
included under the head
“other income” in the
loss.
2.13 Leases
Operating lease
Leases, where the lessor
effectively retains
substantially all the risk
and benefits of
ownership, of the leased
assets during the lease
term are classified, as
Operating leases.
Operating lease income
/ expenditure are
recognised in statement
of profit and loss on
straight line basis over
the leased term.
2.14 Taxation
Current tax
Current tax provision is
made based on the
results of 31 March
2020 in accordance with
the Income-tax Act,
1961.
Deferred tax
Deferred tax liability or
asset is recognised for
timing differences
between the
profits/losses offered for
income taxes and
profits/losses as per the
financial statements.
Deferred tax assets and
liabilities are measured
using the tax rates and
tax laws that have been
enacted or substantively
enacted at the balance
sheet date.
Deferred tax assets are
recognised only to the
extent there is
reasonable certainty that
159
the assets can be

realized in future;
however, where there is
unabsorbed depreciation
or carried forward loss
under taxation laws,
deferred tax asset is
recognised only if there
is a virtual certainty of
realisation of such
asset. Deferred tax
asset is reviewed as at
each balance sheet date
and written down or
written up to reflect the
160
amount that is
reasonably/virtually
certain to be realised.
Minimum Alternate Tax
(MAT) under the
provision of Income
Tax Act, 1961 is
recognized as current
tax in the Statement of
Profit and Loss. The
credit available under
the Act in respect of
MAT paid is recognised
as an asset only when
and to the extent there is
convincing evidence
that the company will
pay normal income tax
during the period for
which the MAT credit
can be carried forward
for set off against the
normal tax liability.
MAT credit recognised
as an asset is reviewed
date and written down
to the extent the
aforesaid convincing
evidence no longer
exists.
2.15 Earnings per share
The basic earnings per
share ('EPS') is
computed by dividing
the net profit
attributable to the equity
shareholders for the
year by the weighted
average number of
equity shares
outstanding during the
reporting period.
Diluted earnings per
share is computed by
dividing the net profit
shareholders for the
year by the weighted
average number of
equity and dilutive
equity equivalent shares
year, except where the
results would be
anti-dilutive.
Foreign currency
2.16
transactions
Transactions
denominated in foreign
currency are recorded at
the exchange rate
prevailing on the date of
transactions. Exchange
differences arising on
foreign exchange
transactions settled
during the period are
recognised in the
loss of the period.
Monetary assets and
liabilities in foreign
161
currency, which are

outstanding as at the
year-end and not
covered by forward
contracts, are translated
at the year-end at the
closing exchange rate
and the resultant
exchange differences
are recognised in the
162
loss. Non-monetary
foreign currency items
are carried at cost.
2.17 Warranties
Warranty costs are
estimated on the basis
of a technical evaluation
and past experience.
Provision is made for
estimated liability in
respect of warranty
costs in the year of sale
of goods.
Provisions and
2.18
contingencies
A provision is
recognised when:
• the Company has a
present obligation as a
result of a past event;
• it is probable that an
outflow of resources
embodying economic
benefits will be required
to settle the obligation;
and
• a reliable estimate can
be made of the amount
of the obligation.
A disclosure for a
contingent liability is
made when there is a
possible obligation or a
present obligation that
may, but probably will
not, require an outflow
of resources. Where
there is a possible
obligation or a present
obligation that the
likelihood of outflow of
resource is remote, no
provision or disclosure
is made.
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
(Continued)
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
Contingent liabilities
25 31 March 2020
and commitments
(a) Contingencies
(i) Bank guarantees

1,72,85,986
(ii) Income tax matters

24,26,84,538
163
25,99,70,524
In addition, the
Company is subject to
legal proceedings and
claims, which have
arisen in the ordinary
course of business. The
Company has reviewed
all its pending
litigations and
proceedings and has
adequetely provided for
where provisions are
required and disclosed
as contingent liability,
where applicable in its
financial statements.
The Company's
Management does not
reasonably expect that
these legal actions when
ultimately concluded
and determined, will
have a material and
adverse effect of the
Company's results of
operations or financial
condition.
There has been a
Supreme Court (SC)
judgement dated 28th
February 2019, relating
to components of salary
structure that need to be
taken into account while
computing the
contribution to
provident fund under
the EPF Act. There are
interpretative aspects
related to the Judgement
including the effective
date of application. In
view of the
management, the
liability for the period
from date of the SC
order to 31 March 2019
is not significant and
has not been provided
in the books of account.
The Company will
continue to assess any
further developments in
this matter for the
implications on
financial statements, if
any.
(b) Other commitments: 31 March 2020
Estimated amount of
contracts remaining to
be executed for 4,50,93,124
purchase of capital asset
4,50,93,124
No commitments other
than lease commitments
mentioned in note no.
36.
Payment to auditors'
26 31 March 2020
(including GST)
164
As auditor
Statutory audit
fees 23,57,640
Tax audit
2,36,000
Reimbursement
of out of
pocket 59,940
expenses
26,53,580
Corporate social
27 responsibility
expenditure
The Company is
required to spend Rs
34,01,220 (2019: Rs
Nil) for the financial
year ended 31 March
2020 towards various
schemes of Corporate
Social Responsibility as
prescribed under section
135 of the Companies
Act, 2013. This amount
is carried as a provision
as at 31 March 2020
and has been spent post
year end until the date
of signing of financial
statements. Details as
follows:
Gross amount required
to be spent by the
a Company during the
year: Rs 34,01,220
(2019: Rs Nil)
Amount spent on (with
respect to above post
b year end until date of
signing of financial
statements):
31 March 2020
(i)
Construction/acquisition
-
of any asset
(ii) On purposes other
than (i) above 34,01,220
Total
34,01,220
Unhedged foreign
28
currency exposure
Unhedged foreign
currency exposure as on
31 March 2020 is as
below:
31 March 2020 31 March 2019
Amount in
Particulars Amount in Rs Amount in foreign currency
foreign currency
Debit balance of
Receivables
Foreign Currency (FC)
USD
2,20,107 1,66,13,707 4,49,468
EURO
6,514 5,39,921 -
165
Credit balance of
Receivables
USD
3,021 2,28,000 -
EURO
327 27,115 -
Credit balance of
Payables
CHF
17,361 13,61,483 15,620
EURO
2,16,333 1,79,31,833 67,573
USD
15,73,432 11,87,62,623 4,22,770
JPY
- - 32,530
SGD
14,660 7,71,428 -
THB
9,85,366 22,81,122 -
Debit balance of
payables
GBP
8,654 7,99,764 16,128
USD
9,21,107 6,95,25,193 23,17,420
EURO
131 10,826 204
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
(Continued)
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
Value of imports on
29 31 March 2020
CIF basis
Particulars
Traded goods (including

3,26,69,17,504
goods in transit)
3,26,69,17,504
Earnings in foreign
30
currency
Particulars
Exports of goods on
F.O.B. Basis 8,13,79,698
166
8,13,79,698
Expenditure in foreign
31
currency
Particulars
Travelling, conveyance
and sales promotions 1,69,25,182
Legal and professional
fees 1,46,21,728
Staff welfare expenses

40,88,031
Repairs and
maintenance 36,67,010
Others
1,09,87,743
Commission on Sales
-
5,02,89,694
Disclosure pursuant to
Accounting Standard –
32
15 (revised) Employee
benefits
The Company has
classified various
benefits provided to
employees as under:
Defined contribution
I)
plan
a) Provident fund
The Company makes
contributions,
determined as a specific
percentage of
employees salary, in
respect of qualifying
employees towards
Provident Fund, which
is defined contribution
plan.The company has
no obligation other than
to make the specific
contribution. The
contributions are
charged to the
Statement of Profit and
Loss as they accrue.
During the year, the
Company has
recognised the
following amounts in
the statement of profit
and loss as expense
towards Provident
Fund:
31 March 2020
Employer’s contribution
to provident fund 1,36,94,237
II) Defined benefit plan

Contribution to gratuity
a)
fund
The Company makes
annual contribution to
the employees’ group
Gratuity-cum-Life
Assurance Scheme of
the Life Insurance
167
Corporation of India, a
funded defined benefit
plan for qualifying
employees. The scheme
provides for lump sum
payment to vested
employees at
retirement, death while
in employment or on
termination of
employment of an
amount equivalent to 15
days salary payable for
each completed year of
service or part thereof in
excess of six months.
168
Vesting occurs upon

completion of five years
of service.
The following table sets
out the funded status of
the gratuity plan and the
amounts recognised in
the Company’s financial
statements based on
actuarial valuations
being carried out as at
31 March 2020 :
Changes in the present
31 March 2020
value of obligation
Discount rate (per
6.80%
annum)
Expected rate of return
7.00%
of plan asset
Salary escalation rate 10.00%
Age of Retirement 58 years

Indian Assured Lives Mortality
Mortality Rate
(2012-14)
3.04% at 21-30 years of age,
increasing to 11.49% at 35-44
Employee Turnover
years of age and reducing to
2.36% at older age
The estimates of future
salary increases,
considered in actuarial
valuation, take account
of inflation, seniority,
promotion and other
relevant factors. The
overall expected rate of
return on assets is
determined based on the
average long term rate
of return expected on
the investments of fund
during the estimated
terms of obligations.
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
(Continued)
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
Accounting Standard –
32
15 (revised) Employee
benefits (Continued)
Defined benefit plan
II)
(Continued)
(A)
value of obligation
31 March 2020
169
Opening present value

of obligation 3,04,17,834
Current service cost

61,72,444
Interest cost
27,53,745
Benefits paid
(47,89,365)
Actuarial gain
(2,11,837)
Liabilities Assumed on
Acquisition / (Settled on
-
Divestiture)
Closing present value of
obligation 3,43,42,821
Changes in the fair

(B)
value of plan assets
31 March 2020
Opening fair value of
plan assets 2,03,88,307
Expected return on plan
assets 15,06,017
Actuarial (loss) / gain

(86,580)
Employers'
contributions 39,02,664
Benefits paid
(47,89,365)
Closing fair value of
plan assets 2,09,21,043
Amount to be
(C) recognized in balance
sheet
31 March 2020
Present value of funded
obligation 3,43,42,821
Fair value of plan asset

2,09,21,043
Net liability
1,34,21,778
Net Gratuity cost for the
(D)
year ended
31 March 2020

61,72,444
Interest on defined
benefit obligation 27,53,745
asset (15,06,017)
Net actuarial losses /
(gains) recognised in
(1,25,257)
the year
Net gratuity cost

72,94,915
Experience adjustments
(E)
for year ended
2020 2019 2018 2017
Defined value of
obligations 3,43,42,821 3,04,17,834 2,29,02,913 1,79,27,614
Fair Value of Plan
170
assets 2,09,21,043 2,03,88,307 1,32,73,031 1,31,17,847
Surplus/ (deficit)
(1,34,21,778) (1,00,29,527) (96,29,882) (48,09,767)
on Plan liabilities (34,75,485) (19,57,867) 2,89,071 (21,62,830)
on Plan assets (86,580) 4,24,103 90,844 1,50,314
The Company expects
to contribute Rs
7,488,721/- to gratuity
in the next year (2019:
Rs 1,500,000).
III) Compensated absences:
The compensated
absences benefit scheme
is a defined benefit plan
and is wholly unfunded.
Hence, there are no plan
assets attributable to the
obligation. The long
term employee benefits
in the form of
have been determined
using the projected unit
credit method as at the
balance date on the
basis of and actuarial
valuation.
The leave wages are
payable to all eligible
employees at the rate of
daily salary for each day
of accumulated leave on
death or on resignation
or upon retirement on
attaining
superannuation age.
Particulars 31 March 2020
Amount recognised in
the Balance Sheet
Current
69,00,810
Non Current
4,32,37,594
5,01,38,404
salary and other benefits
in the Statement of
Profit and Loss in 79,21,433
respect of compensated
absence liability.
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
(Continued)
for the year
ended 31
March
2020
(Currency:
171
Indian
rupees)
34 Earnings per share 31 March 2020

Profit after tax
attributable to equity A
15,73,42,617
shareholders
Calculation of weighted
average number of
equity shares
Number of equity
shares at the beginning
15,67,58,666
of the year
Equity shares issued
during the year 7,79,76,692
Number of equity
shares outstanding at
23,47,35,358
the end of the year
Weighted average
number of equity shares
outstanding during the B
18,01,12,850
year (based on date of
issue of shares)
Basic and diluted
earnings per share (in (A / B)
0.87
Rs)
Face value per share
(Rs) 10
35 Deferred tax assets
Deferred tax assets: 31 March 2020
Expenditure covered by
Section 43B of
1,59,96,827
Section 40(a) of
7,26,35,700
Excess of depreciation /
amortisation on fixed
assets provided in
accounts over
10,68,29,101
depreciation /
amortisation under
income-tax laws
Provision for Warranty

4,04,70,285
Provision for Incentive /
Bonus 75,44,334
Provision for doubtful
trade receivables and
3,69,17,027
advances
Demerger expenses
5,37,884
Rent Straight lining

1,88,225
28,11,19,383
Deferred tax asset *

28,11,19,383
The deferred tax assets
of Rs 281,119,383 for
the year ended 31st
March 2020 were
recognised as Deferred
Tax asset, considering
the fact that earlier
years tax losses are
already been adjusted
and there is reasonable
172
certainty of realisation.
The deferred tax assets
of Rs 202,367,042 for
the year ended 31
March 2019 were not
recognised, as they were
not considered to be
virtually certain of
realisation. Deferred tax
assets are recognised
only to the extent of
deferred tax liability, as
this amount is
173
considered to be
virtually certain of
realisation.
36 Operating lease
The Company’s
significant leasing
arrangements in terms
of Accounting Standard
on ‘Leases’ (AS 19) are
in respect of Operating
leases for office
premises. The Company
has entered into
operating lease
arrangements with
respect to office/guest
house for a lease term
of range 1 to 5 years
which are
non-cancellable
operating lease
arrangements. Lease
rent of Rs. 61,497,537
(2019 : Rs 63,206,348 )
has been included under
‘Rent’ in the Statement
of profit and loss.
Future minimum rentals
payable under
non-cancellable 31 March 2020
operating leases as
follows:
Not later than one year

1,70,53,201
Later than one year and
not later than five years 2,32,978
Later than five years

-
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
(Continued)
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
37 Transfer Pricing
The Company’s
management is of the
opinion that its
international
transactions are at arm’s
length as per the
independent
accountants report for
the year ended 31
March 2019.
Management continues
to believe that its
domestic and
international
174
transactions post 31
March 2020 continue to
be at arm’s length and
that the transfer pricing
legislation will not have
any impact on these
financial statements,
a)
175
particularly on amount
of tax expense and that
of provision of taxation.
38 Segment reporting
As the Company's
business activity falls
within a single business
segment viz. 'medical
devices and equipments'
and the sales
substantially being in
the domestic market,
the financial statement
are reflective of the
information required by
Accounting Standard 17
“Segment Reporting”,
notified under
Standard) Rules, 2006.
Disclosure required
under Section 22 of the
39 Micro, Small and
Medium Enterprises
Development Act, 2006
Under the Micro, Small
and Medium Enterprise
Development Act, 2006,
(MSMED) which came
into force from 2
October 2006, certain
disclosures are required
to be made relating to
Micro, Small and
Medium enterprises. On
the basis of the
information and records
available with the
Management, there are
outstanding dues
aggregating to INR
260,29,668/- as at 31
March 2020 to the
Micro, Small and
Medium enterprises as
defined in the Micro,
Small and Medium
Enterprises
as set out in following
disclosure.
Particulars 31 March 2020
Principal amount
remaining unpaid to any
supplier as at the year 2,60,29,668
end
Interest due thereon

1,25,107
Amount of interest paid
by the Company in
terms of section 16 of
the MSMED, along
with the amount of the
-
payment made to the
supplier beyond the
appointed day during
the accounting year.
Amount of interest due
and payable for the
period of delay in
making payment (which
176
have been paid but

beyond the appointed
day during the period)
1,98,950
177
but without adding the

interest specified under
the MSMED.
Amount of interest
accrued and remaining
unpaid at the end of the 3,24,057
accounting year.
The amount of further
interest remaining due
and payable even in the
succeeding years, until
such date when the
interest dues as above
are actually paid to the -
small enterprise for the
purpose of disallowance
as a deductible
expenditure under the
MSMED Act, 2006.
Dues to micro and small

enterprises have been
determined to the extent
such parties have been
identified on the basis
of information collected
by the management.
This has been relied
upon by the auditors.
Employee Share-based
40
payment plans
Description of
share-based payment
arrangements.
As at 31 March 2020,
the company had the
following share-based
payment arrangements
for employees.
Global Share Plan 2010
share plans. These
include conditional
share awards granted to
senior employees and
equity and performance
share awards granted to
senior executives under
the Global Share Plan
2010. Smith & Nephew
Helathcare Private
Limited is operated
under the Global Share
Plan 2010. The plan
entitles key
management personnel
and senior employees
share awards in the
parent Company at the
stipulated fair market
value derived by Group,
based on the decision of
Smith & Nephew
remuneration
committee, subject to
compliance with vesting
conditions. For all
grants of awards, the
fair value at the grant
date is calculated using
appropriate option
178
pricing models by
group. The grant date
fair value is recognised
over the vesting period
as an expense, with a
corresponding increase
in retained earnings. As
per the Share awards
plan, holders of vested
options are entitled to
vesting of awarded
shares in three equal
portions ("tranches") on
the first, second and
third anniversaries of
the grant date. The only
condition attached to
the vesting of awarded
shares is that employees
179
remain employed by
Smith & Nephew at the
vesting date.
The terms and
conditions related to the
grant of the share
options are as follows.
Number of
Employee Entitled Vesting Condition
option
3 Years' service from
the grant date, entitled
to vesting of awarded
Key Managerial Remuneration
shares in three equal
Personnel and Senior Committee
portions ("tranches")
Employees decision
on the first, second
and third
anniversaries
Details of Restricted
Stock Units as per
guidance note on
'Accounting for
Employees Share Based
Payments' issued by the
Institute of Chartered
Accountants of India
are as follows:
31-Mar-20 31-Mar-19
Weighted average
Number of
Particulars share price on the Number of units
units
date of exercise
Oustanding as at 1st
April 4,924 15.78 7,010
Granted during the year

1,702 15.39 2,147
Forfeited during the
year - - 1,301
Exercised during the
year 2,393 15.07 2,932
Outstanding as at 31st
March 4,233 16.02 4,924
Expenses recognized on
account of "Employee
share-based payments"
are as follows:
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
(Continued)
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
40 payment plans
(Continued)
Particulars 31-Mar-20
Expense arising on
account of Employee
180
share-based payments 27,87,323

The Weighted average
remaining life of
outstanding options in
2019-20 is 2.14 years
(2019: 2.32 years)
Transfer of Marketing
and Sales Business of
Adler Mediequip
41
Pvt.Ltd. to Smith &
Nephew Healthcare
Private Limited
The Board of Directors
of the Smith & Nephew
Healthcare Private
Limited ("the Resulting
Company") at its
meeting held on 20
February 2018 approved
a plan to demerge the
Marketing and Sales
Division ("the
Demerged Company")
on going concern basis
to the resulting
Company. The
proposed scheme would
enable the Demerged
Company to focus on
manufacturing and
service business and
would result in
consolidation of
marketing and sales
business in a single
group entity in India i.e.
Smith & Nephew
Healthcare Private
Limited. This would
also facilitate achieving
business synergies in
Smith & Nephew India
and the group objective
of having one
distribution entity in
India i.e. the Resulting
Company.
Consequent to this the
Company had filed a
Comprehensive Scheme
of Arrangement with
the National Company
Law Tribunal (NCLT),
Mumbai Branch on 12
March 2019 for
demerger of the
Marketing and Sales
Business (M&S) of the
Demerged Company
into the Resulting
Company. The NCLT
approved the scheme of
demerger on 5
September 2019 with
retrospective effect
from 1 April 2018 being
the Appointed Date and
the same was filled with
the registrar on 9
October 2019.
Upon this Scheme
becoming effective, the
Resulting Company
181
shall issue, to the equity

shareholders of
Demerged Company
whose names appear in
the register of its
members on the Record
Date or to such of their
respective heirs,
executors,
administrators or other
legal representatives or
other successors, 1
(One) fully paid up
equity shares of face
value of Rs.10 each of
Resulting Company
against 13 (Thirteen)
fully paid up equity
shares of face value of
Rs.10 each held in the
Demerged Company.
Since approval from
NCLT was obtained
before the date on
which financial
statements are approved
by the Board of
Directors, the Company
accounted for the
scheme of arrangement
in the financial
statement for the
previous year ended 31
March 2019 in
accordance with
Accounting Standard 4 -
Contingencies and
Events Occurring After
the Balance Sheet Date.
Accordingly, previous
year numbers include
the numbers of the
Demerged Company
relating to Marketing
and Sales business
being transferred to
Resulting Company.
During the previous
year ended FY 2018-19
all transactions were
accounted in the name
of Adler Mediequip
Private Limited. The
transactions were
carried out under trust
by the Demerged
Company till the M&S
business was transfered
and operational under
the Resulting Company
as per the approved
Scheme.
The following statement
shows the break-up of
the aggregate amount of
transactions that are
transferred from the
demerged company for
the previous year ended
31 March 2019:
Particulars
Sale of Product
182
Other Income
Cost of materials
consumed
Employee benefits
Finance costs
Depreciation and
amortisation
Other expenses
Total

shows the break-up of
the closing balances that
are transferred from the
demerged company as
at 31 March 2019:-
Particulars
Fixed assets
Long-term loans and

advances
Balances with banks
Short-term loans and

advances
Trade receivables
Total assets (a)
Other long term

liabilities
Long term Provision
Other current liabilities
Short Term Provision
Trade payables
Total Liabilities (b)
Net asset (a+b)
These amounts are as

extracted from the
books of accounts of
Adler Mediequip
Private Limited and
certififed by the
management of Adler
Mediequip Private
Limited and approved
by the Company based
on the books of
accounts and records
maintained by Adler
Mediequip Private
Limited.
42 Other matters
Information with regard
to other matters
specified in Schedule III
183
of the Act, is either nil

or not applicable to the
Company for the year.
Smith &
Nephew
Healthcare
Private
Limited
Notes to
the
financial
statements
(Continued)
for the year
ended 31
March
2020
(Currency:
Indian
rupees)
Impact of Covid-19
43
pandemic
The World Health
Organization announced
a global health
emergency because of a
new strain of
coronavirus
(“COVID-19”) and
classified its outbreak as
a pandemic on March
11, 2020. On March 24,
2020, the Indian
government announced
a strict 21-day
lockdown across the
country to contain the
spread of the virus,
which was further
extended until 31 May
2020. This pandemic
and government
response are creating
disruption in global
supply chain and
adversely impacting
most of the industries
which has resulted in
global slowdown.
In view of the lockdown
in many States/Union
Territory across the
country due to the
outbreak of COVID
pandemic, operation of
the Company scaled
down from second half
of March 20. While this
has impacted the sales
performance of the
Company and also
recoverability of
collection as at 31
March 2020 which is
recovered significantly
after year end however
pace is slow considering
current scenario of
COVID. We continue to
closely monitor the
situation and take
appropriate action as
necessary. As the
184
duration and extent of

the COVID-19
pandemic is highly
uncertain, the impact of
the pandemic on the
Company’s results is
currently difficult to
predict and the
management will
continue to evaluate the
potential impact of
COVID-19 as the
situation evolves.
The Company is in the

process of investigating
certain allegations
received through its
vigil mechanism in
respect of practices
adopted by its
customers/distributors
in case of certain
products, among other
44 matters. Based on the
results of the past
investigations and
information available as
of the date of approval
of these financial
statements, no
adjustments have been
considered necessary in
these financial
statements.
45 Prior year comparatives
Previous years figures
have been re-grouped
and re-arranged
wherever considered
necessary.
Amount as per
Audited Revised Amounts after
Sr. No Particulars Note No Financial Reclassification reclassification as of 31st
Statement as on March 2019
31st March 2019
Other Current
1 8
Liabilities
Accrued
Expenses 6,19,76,916 6,06,80,013
Rent
Straightlining 12,96,903
As per our report of

even date attached.
For B S R & Co. LLP
Firm's Registration No:

101248W/W-100022
Sreeja Marar Raj Kumar Naidu Sandesh Kumar Khivasara

Partner Director Company Secretary
Membership No :
DIN: 01576877 Membership No: ACS-29877
111410
Mumbai Mumbai
Date: 29 December Date: 29 December
2020 2020
185
Disclosure of accounting policies, change in accounting policies and changes in estimates explanatory [Text Block]
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
1. Company overview
Smith & Nephew

Healthcare Private
Limited (‘the Company’)
was incorporated on 11
August 1994. The
Company is subsidary of
Smith & Nephew USD
Limited (UK). and is
engaged in the medical
devices business in
trading, import, sales,
marketing and distribution
of Orthopaedic,
Endoscope, Advanced
Wound Management,
Clinical therapy and
trauma, range of products,
equipment and medical
devices.
2.
policies
186
2.1. Basis of preparation of

The accompanying
financial statements have
been prepared in
compliance with
Accounting Standards
prescribed under Section
133 of the Companies
Act, 2013 ('the Act') (to
the extent notified), read
with Rule 7 of the
Companies (Accounts)
Rules, 2014, read with
Standards) Amendment
Rules, 2016 applicable
with effect from 1 April
2016 and other generally
accepted accounting
principles (GAAP) in
India, to the extent
applicable, under the
historical cost convention,
on the accrual basis of
accounting and other
relevant provisions of the
Act.
Current / Non-current
2.2.
Classification
The Schedule III to the

Act requires assets and
liabilities to be classified
as either Current or
Non-current.
An asset is classified as
criteria:
realised in, or is intended
for sale or consumption
in, the entity’s normal
operating cycle;
(b) it is held primarily for

the purpose of being
traded;
(c) it is expected to be
realised within twelve
months after the balance
sheet date; or
(d) it is cash or a cash

equivalent unless it is
restricted from being
187
exchanged or used to
188
settle a liability for atleast

balance sheet date.
Current assets include the

current portion of
assets.
All other assets are

classified as non-current.
A liability is classified as
criteria:
settled in, the entity’s
normal operating cycle;
(b) it is held primarily for

the purpose of being
traded;
(c) it is due to be settled

date; or
(d) the Company does not

have an unconditional
right to defer settlement of
the liability for atleast
balance sheet date.
Current liabilities include

the current portion of
liabilities.
All other liabilities are

classified as non-current.
Operating cycle
All assets and liabilities

have been classified as
current or non-current as
per the Company’s normal
operating cycle and other
criteria set out above
which are in accordance
with the Schedule III to
the Act.
Based on the nature of
189
services and the time

between the acquisition of
assets for processing and
their realisation in cash
and cash equivalents, the
Company has ascertained
its operating cycle as 12
months for the purpose of
current – non-current
classification of assets and
liabilities.
2.3 Use of estimates
The preparation of
financial statements in
conformity with generally
accepted accounting
principles (‘GAAP’)
requires management to
make estimates and
assumptions that affect the
reported amounts of assets
and liabilities and the
disclosure of contingent
liabilities on the date of
the financial statements.
Management believes that
the estimates made in the
preparation of the
prudent and reasonable.
Actual results could differ
from those estimates. Any
revision to accounting
estimates is recognised
prospectively in current
and future periods.
Property, plant and

2.4 equipment (Tangible
assets) and depreciation
Fixed assets are stated at

cost less accumulated
depreciation and
impairment loss, if any.
Cost comprises of
purchase price and any
attributable cost such as
duties, freight, borrowing
costs, erection and
commissioning expenses
incurred in bringing the
190
asset to its working

condition for its intended
use.
Advance paid/
expenditure incurred on
acquisition/ construction
of fixed assets which are
not ready for their
intended use at each
balance sheet date are
disclosed under loans and
advances as advances on
capital account and capital
work-in-progress
respectively.
Depreciation on assets is
provided using the straight
line method as per the
useful life of the assets
estimated by the
management. From 1
April 2014, management
has re-assessed the
estimated useful lives of
the assets, which are
lower than or equal to
Schedule II of the Act,
and listed in the table
below. Depreciation on
addition / deletion of fixed
asset made during the year
is provided on pro-rata
basis from / to the date of
such addition / deletion.
Computers
Office equipment
Furniture and fittings*
Plant and machinery*
Medical equipments and

instruments*
Mobile phones
Leasehold improvements
* For these class of assets,
191
based on technical
evaluation the
management believes the
useful life of the assets are
appropriate, which are
lower than those
prescribed under Part C of
Schedule II of the Act.
The Company had

re-estimated useful lives
and residual values of its
fixed assets where the
useful life assessed by the
management was higher
than that prescribed in
Scedule II with effect
from 1 April 2014.
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
2.
Intangible assets and

2.5
amortisation.
Intangible assets that are

acquired by the Company
are measured initially at
cost. After initial
recognition, an intangible
asset is carried at its cost
less any accumulated
192
amortisation and any

accumulated impairment
loss.
Intangible assets are

amortized on a straight
line basis over the
estimated useful economic
life.
Subsequent expenditure is
capitalised only when it
increases the future
economic benefits from
the specific asset to which
it relates.
Intangible assets
comprising of software
purchased by the
Company is amortised
over an expected benefit
period of 5 years.
2.6 Goodwill
Goodwill is amortised
over a period of one year.
However, goodwill arising
on account of merger is
amortised over a period of
five years.
The Company assesses at

whether there is any
indication that an asset
may be impaired. If any
such indication exists, the
Company estimates the
recoverable amount of the
asset. The recoverable
amount is the greater of
the net selling price and
value in use. In assessing
value in use, the estimated
future cash flows are
discounted to their present
value based on an
appropriate discount
factor. If such
asset or the recoverable
amount of the cash
generating unit to which
the asset belongs is less
than its carrying amount,
the carrying amount is
reduced to its recoverable
amount. The reduction is
treated as an impairment
loss and is recognized in
the statement of profit and
indication that a
previously assessed
impairment loss no longer
exists, the recoverable
amount is reassessed and
the asset is reflected at the
193
recoverable amount
subject to a maximum of
depreciable historical cost.
2.7 Borrowing costs
Borrowing costs that are

attributable to the
acquisition, construction
or production of
qualifying assets are
treated as direct cost and
are considered as part of
cost of such assets. A
qualifying asset is an asset
that necessarily requires a
substantial period of time
to get ready for its
intended use or sale. All
other borrowing cost are
recognised as an expenses
in the period in which
they are incurred.
Impairment of tangible
2.8 and intangible asset other
than goodwill
The Company assesses at

whether there is any
indication that an asset
may be impaired. If any
such indication exists, the
Company estimates the
asset. The recoverable
amount is the greater of
the net selling price and
value in use. In assessing
value in use, the estimated
future cash flows are
discounted to their present
value based on an
appropriate discount
factor. If such
asset or the recoverable
amount of the cash
generating unit to which
the asset belongs is less
than its carrying amount,
the carrying amount is
reduced to its recoverable
amount. The reduction is
treated as an impairment
loss and is recognized in
194

indication that a
previously assessed
impairment loss no longer
exists, the recoverable
amount is reassessed and
the asset is reflected at the
195
recoverable amount
subject to a maximum of
depreciable historical cost.
2.9 Inventories
Inventories of traded
spares are valued at lower
of cost and estimated net
realisable value.
In case of traded finished

spares cost represents
purchase price and other
costs incurred for bringing
the inventories to their
present location and
condition and is
determined on
first-in-first-out basis.
Net realisable value is the

estimated selling price in
the ordinary course of
business, less estimated
costs of completion and
estimated costs necessary
to make the sale.
The comparison of costs

and net realisable value is
made on an item- by-item
basis.
Short-term employee
benefits
All employee benefits

payable wholly within
twelve months of
rendering the service are
classified as short-term
employee benefits such as
salaries, wages and short
196
term compensated
absences, etc. and the
expected cost of exgratia
are recognised in the
period in which the
employee rendered the
related services. The
undiscounted amount of
short-term employee
benefits expected to be
paid in exchange for the
services rendered by
197
employees is recognized
as an expense during the
year.
Post-employment benefits
Defined contribution plan
The Company’s
contribution to provident
fund is a defined
contribution plan. The
Company’s contribution
paid / payable under the
scheme is recognised as
expense in the profit and
loss account during the
period in which the
employee renders the
related service. The
Company makes specified
monthly contributions
towards employee
provident fund. The
interest rate payable is
being notified by the
Government.
The Company’s gratuity

scheme with Life
Insurance Corporation of
India is a defined benefit
plan. The Company’s net
obligation in respect of
the gratuity benefit
scheme is calculated by
estimating the amount of
future benefit that
employees have earned in
return for their service in
the current and prior
periods; that benefit is
discounted to determine
its present value. The
present value of the
obligation under such
defined benefit plans is
determined based on
actuarial valuation at each
balance sheet date by an
independent actuary using
198
the Projected Unit Credit

Method, which recognises
each period of service as
giving rise to additional
unit of employee benefit
entitlement and measures
each unit separately to
build up the final
obligation. The obligation
is measured at the present
value of the estimated
future cash flows. The
discount rates used for
determining the present
value of the obligation
under defined benefit
plans are based on the
market yields on
Government securities as
at the balance sheet date.
Actuarial gains and losses
are recognised
199
immediately in the
Statement of profit and
loss.
The employees can carry

forward a portion of the
unutilised accrued
and utilise it in future
service periods or receive
cash compensation on
termination of
employment. Since the
compensated absences do
not fall due wholly within
end of the period in which
the employees render the
related service and are
also not expected to be
utilised wholly within
end of such period, the
benefit is classified as a
long-term employee
benefit. The Company
records an obligation for
such compensated
absences in the period in
which the employee
renders the services that
increase this entitlement.
The obligation is
measured on the basis of
independent acturial
valuation using project
unit credit method.
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
200
2.
2.11 Share based payment

share plans. For all grants
of share options and
awards, the fair value at
the grant date is calculated
using appropriate option
pricing models. The grant
date fair value is
recognised over the
expense, with a
corresponding increase in
retained earnings.
Revenue is recognised to
the extent that it is
probable that the
economic benefits will
flow to the Company and
the revenue can be
reliably measured. The
following specific
recognition criteria must
also be met before
revenue is recognized:
Sale of goods:
when the significant risks
and rewards of ownership
of the goods have passed
to the buyer. The
Company collects sales
taxes, value added taxes
(VAT) and goods and
service taxes (GST) on
behalf of the government
and, therefore, these are
not economic benefits
flowing to the company.
Hence, they are excluded
from revenue. Revenue is
201
recognised after
applicable discounts and
allowances. Allowances
202
for sales returns are

estimated and provided
for in the period of sales
Interest:
Interest income is
recognised on a time
proportion basis taking
into account the amount
outstanding and the
applicable interest rate.
Interest income is
included under the head
“other income” in the
loss.
2.13 Leases
Operating lease
Leases, where the lessor

effectively retains
substantially all the risk
and benefits of ownership,
of the leased assets during
the lease term are
classified, as Operating
leases. Operating lease
income / expenditure are
recognised in statement of
profit and loss on straight
line basis over the leased
term.
2.14 Taxation
Current tax
Current tax provision is

made based on the results
of 31 March 2019 in
accordance with the
Income-tax Act, 1961.
Deferred tax
Deferred tax liability or
203
asset is recognised for

timing differences
between the profits/losses
offered for income taxes
and profits/losses as per
the financial statements.
Deferred tax assets and
liabilities are measured
using the tax rates and tax
laws that have been
enacted or substantively
enacted at the balance
sheet date.

extent there is reasonable
certainty that the assets
can be realized in future;
however, where there is
unabsorbed depreciation
or carried forward loss
under taxation laws,
deferred tax asset is
recognised only if there is
a virtual certainty of
realisation of such asset.
Deferred tax asset is
reviewed as at each
balance sheet date and
written down or written
up to reflect the amount
that is reasonably/virtually
certain to be realised.
Minimum Alternate Tax

(MAT) under the
provision of Income Tax
Act, 1961 is recognized as
current tax in the
Statement of Profit and
Loss. The credit available
under the Act in respect of
MAT paid is recognised
as an asset only when and
to the extent there is
convincing evidence that
the company will pay
normal income tax during
the period for which the
MAT credit can be carried
forward for set off against
the normal tax liability.
MAT credit recognised as
an asset is reviewed at
and wrien down to the
extent the aforesaid
convincing evidence no
longer exists
The basic earnings per

share ('EPS') is computed
204
by dividing the net profit

shareholders for the year
by the weighted average
number of equity shares
reporting period. Diluted
earnings per share is
computed by dividing the
net profit attributable to
the equity shareholders for
the year by the weighted
average number of equity
and dilutive equity
equivalent shares
205
year, except where the

results would be
anti-dilutive.
Foreign currency
2.16
transactions
Transactions denominated
in foreign currency are
recorded at the exchange
rate prevailing on the date
of transactions. Exchange
differences arising on
foreign exchange
transactions settled during
the period are recognised
in the statement of profit
and loss of the period.
Monetary assets and
liabilities in foreign
currency, which are
outstanding as at the
year-end and not covered
by forward contracts, are
translated at the year-end
at the closing exchange
rate and the resultant
exchange differences are
recognised in the
loss. Non-monetary
foreign currency items are
carried at cost.
2.17 Warranties
Warranty costs are

estimated on the basis of a
technical evaluation and
past experience. Provision
is made for estimated
liability in respect of
warranty costs in the year
of sale of goods.
Provisions and
2.18
contingencies
A provision is recognised
when:
• the Company has a
206
present obligation as a
result of a past event;
• it is probable that an
outflow of resources
embodying economic
benefits will be required
to settle the obligation;
and
• a reliable estimate can

be made of the amount of
the obligation.
A disclosure for a
contingent liability is
made when there is a
possible obligation or a
present obligation that
may, but probably will
not, require an outflow of
resources. Where there is
a possible obligation or a
present obligation that the
likelihood of outflow of
resource is remote, no
provision or disclosure is
made.
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
Contingent liabilities and

25
commitments
207
(a) Contingencies
(i) Bank guarantees
In addition, the Company

is subject to legal
proceedings and claims,
which have arisen in the
ordinary course of
business. The Company
has reviewed all its
pending litigations and
proceedings and has
adequetely provided for
where provisions are
required and disclosed as
contingent liability, where
applicable in its financial
statements. The
Company's Management
does not reasonably
expect that these legal
actions when ultimately
concluded and
determined, will have a
material and adverse
effect of the Company's
results of operations or
financial condition.
There has been a Supreme

Court (SC) judgement
dated 28th February 2019,
relating to components of
salary structure that need
to be taken into account
while computing the
contribution to provident
fund under the EPF Act.
There are interpretative
aspects related to the
Judgement including the
effective date of
application. In view of the
management, the liability
for the period from date of
the SC order to 31 March
2019 is not significant and
has not been provided in
the books of account. The
Company will continue to
assess any further
208
developments in this
209
matter for the implications

on financial statements, if
any.
(b) Other commitments:
Estimated amount of
contracts remaining to be
executed for purchase of
capital asset
Payment to auditors'
26
(including GST)
As auditor
Statutory audit
fees
Tax audit
Reimbursement
of out of
pocket
expenses
Unhedged foreign
27
currency exposure
210
Unhedged foreign
currency exposure as on
31 March 2019 is as
below:
31 March
2019
Amount in
Amount in
Particulars foreign
Rs
currency
Debit balance of
Receivables
USD 4,49,468
3,10,89,667
Credit balance of Payables
CHF 15,620
10,86,181
EURO 67,573
52,51,120
GBP
- -
AUD
- -
USD 4,22,770
2,91,87,895
JPY 32,530
20,31,848
Debit balance of payables
211
GBP 16,128
14,59,398
USD 23,17,420
16,02,53,073
EURO 204
15,832
Value of imports on CIF

28
basis
Particulars
Traded goods (including

goods in transit)
Capital goods*
* The purchase of goods

includes purchase of
instruments from the
Group
Earnings in foreign
29
currency
212
Particulars
Exports of goods on
F.O.B. Basis
Expenditure in foreign
30
currency
Particulars
Travelling, conveyance
and sales promotions
Legal and professional

fees
Staff welfare expenses
Repairs and maintenance
Others
Commission on Sales
213
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
Accounting Standard – 15
31
(revised) Employee
benefits
The Company has

classified various benefits
provided to employees as
under:
I) Defined contribution plan
a) Provident fund
The Company
makes
contributions,
determined as a
specific
percentage of
employees
salary, in
respect of
qualifying
employees
towards
Provident
Fund, which is
214
defined
contribution
plan.The
company has
no obligation
other than to
make the
specific
contribution.
The
contributions
are charged to
the Statement
215
of Profit and
Loss as they
accrue.
During the year, the

Company has recognised
the following amounts in
loss as expense towards
Provident Fund:
Employer’s contribution
to provident fund
II) Defined benefit plan
(i) Compensated absences:
The leave encashment

benefit scheme is a
defined benefit plan and is
wholly unfunded. Hence,
there are no plan assets
attributable to the
obligation. The long term
employee benefits in the
form of leave encashment
have been determined
using the projected unit
credit method as at the
balance date on the basis
of and actuarial valuation.
The leave wages are

payable to all eligible
employees at the rate of
daily salary for each day
of accumulated leave on
death or on resignation or
upon retirement on
attaining superannuation
age.
Particulars
Amount recognised in the

Balance Sheet
216
Current
Non Current
salary and other benefits
in the Statement of Profit
and Loss in respect of
compensated leave
liability.
(ii)
fund
The Company makes

annual contribution to the
employees’ group
Gratuity-cum-Life
Assurance Scheme of the
Life Insurance
Corporation of India, a
funded defined benefit
plan for qualifying
employees. The scheme
provides for lump sum
payment to vested
employees at retirement,
death while in
employment or on
termination of
employment of an amount
equivalent to 15 days
salary payable for each
completed year of service
or part thereof in excess of
six months. Vesting
occurs upon completion of
five years of service.
The following table sets

out the funded status of
the gratuity plan and the
amounts recognised in the
Company’s financial
statements based on
actuarial valuations being
carried out as at 31 March
2019 :
217

value of obligation
Discount rate (per annum)
Expected rate of return of

plan asset
Salary escalation rate
Age of Retirement
Mortality Rate
Employee Turnover
The estimates of future

salary increases,
considered in actuarial
valuation, take account of
inflation, seniority,
promotion and other
relevant factors. The
overall expected rate of
return on assets is
determined based on the
average long term rate of
return expected on the
investments of fund
during the estimated terms
of obligations.

(A)
value of obligation
Opening present value of

obligation
218
Interest cost
Benefits paid
Past Service Cost
Actuarial gain
Liabilities Assumed on
Acquisition / (Settled on
Divestiture)
Closing present value of

obligation
Changes in the fair value

(B)
of plan assets
Opening fair value of plan

assets

assets
Actuarial gain
Employers' contributions
Benefits paid
Closing fair value of plan

assets
219
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
Accounting Standard – 15
31
(revised) Employee
benefits (Continued)
(ii)
fund (Continued)
Amount to be recognized
(C)
in balance sheet
Present value
of funded
obligation
Fair value of
plan asset
Net liability
Net Gratuity cost for the
220
(D) year ended
Interest on defined benefit

obligation

asset
Net actuarial losses /

(gains) recognised in the
year
Past Service Cost
Net gratuity cost
(E)
for year ended
2019 2018 2017
Defined value of
3,04,17,834 2,29,02,913
obligations 1,79,27,614
Fair Value of Plan assets 2,03,88,307 1,32,73,031

1,31,17,847
Surplus/ (deficit) (1,00,29,527)

(96,29,882) (48,09,767)
(19,57,867) 2,89,071
on Plan liabilities (21,62,830)
4,24,103 90,844
on Plan assets 1,50,314
221
The Company expects to

contribute Rs 1,500,000/-
to gratuity in the next year
(2018: Rs 1,500,000).
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
33 Earnings per share
Profit after tax attributable

to equity
shareholders
Calculation of weighted
average number of equity
shares
Number of equity shares

at the beginning of the
year
Equity shares issued

during the year
Number of equity shares

outstanding at the end of
the year
222
Weighted average number

of equity shares
year (based on date of
issue of shares)
Basic and diluted earnings

per share (in Rs)
Face value per share (Rs)
34 Deferred tax assets
Deferred tax assets:
Unabsorbed business loss
Section 43B of
Section 40(a) of
Excess of depreciation /
amortisation on fixed
assets provided in
accounts over
depreciation /
amortisation under
income-tax laws
Provision for Warranty
Provision for Incentive
Provision for doubtful

trade receivables and
advances
Unabsorbed depreciation
223
Deferred tax asset

restricted to *
The deferred tax assets of

Rs. 244,296,725 (2018:
Rs 378,994,876) for the
year ended 31 March
2019 were not recognised,
as they were not
considered to be virtually
*
certain of realisation.
extent of deferred tax
liability, as this amount is
considered to be virtually
certain of realisation.
35 Operating lease
The Company’s
significant leasing
arrangements in terms of
Accounting Standard on
‘Leases’ (AS 19) are in
respect of Operating
leases for office premises.
The Company has entered
into operating lease
arrangements with respect
to office/guest house for a
lease term of range 1 to 5
years which are
non-cancellable operating
lease arrangements. Lease
rent of Rs. 63,206,348
(2018 : Rs 60,404,953 )
has been included under
‘Rent’ in the Statement of
profit and loss.
224
Future minimum rentals

payable under
non-cancellable operating
leases as follows:
Not later than one year
Later than one year and

not later than five years
Later than five years
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
(Currency: Indian
rupees)
36 Transfer Pricing
The Company’s
management is of the
opinion that its
international transactions
are at arm’s length as per
the independent
accountants report for the
year ended 31 March
2018. Management
continues to believe that
its domestic and
a) international transactions
post 31 March 2018
continue to be at arm’s
length and that the
transfer pricing legislation
will not have any impact
on these financial
statements, particularly on
225
amount of tax expense

and that of provision of
taxation.
37 Segment reporting
As the Company's
business activity falls
within a single business
segment viz. 'medical
devices and equipments'
and the sales substantially
being in the domestic
market, the financial
statement are reflective of
the information required
by Accounting Standard
17 “Segment Reporting”,
notified under Companies
(Accounting Standard)
Rules, 2006.
Disclosure required under

Section 22 of the Micro,
38 Small and Medium
Enterprises Development
Act, 2006
Under the Micro, Small

and Medium Enterprise
Development Act, 2006,
(MSMED) which came
into force from 2 October
2006, certain disclosures
are required to be made
relating to Micro, Small
and Medium enterprises.
On the basis of the
information and records
available with the
Management, there are no
outstanding dues to the
Micro, Small and Medium
enterprises as defined in
the Micro, Small and
Medium Enterprises
Development Act, 2006 as
set out in following
disclosure.
Particulars
226
Principal amount
remaining unpaid to any
supplier as at the year-end
Interest due thereon
The amount of interest

paid by the buyer as per
the Micro Small and
Medium Enterprises
(MSMED Act, 2006)
The amounts of the

payments made to micro
and small suppliers
beyond the appointed day
during each accounting
year
The amount of interest

due and payable for the
period of delay in making
payment (which have
been paid but beyond the
appointed day during the
year) but without adding
the interest specified
under MSMED Act, 2006
Amount of interest
accrued and remaining
unpaid at the end of the
accounting year.
The amount of further

interest remaining due and
payable even in the
succeeding years, until
such date when the
interest dues as above are
actually paid to the small
enterprise for the purpose
of disallowance as a
deductible expenditure
under the MSMED Act,
2006
Dues to micro and small

enterprises have been
determined to the extent
such parties have been
identified on the basis of
information collected by
the management. This has
been relied upon by the
auditors.
227
39
payment plans
Description of share-based
payment arrangements.
As at 31 March 2019, the

company had the
following share-based
payment arrangements for
employees.
Global Share Plan 2010

share plans. These include
conditional share awards
granted to senior
employees and equity and
performance share awards
granted to senior
executives under the
Global Share Plan 2010.
Smith & Nephew
Helathcare Private
Limited is operataed
under the Global Share
Plan 2010. The plan
entitles key management
personnel and senior
employees share awards
in the parent Company at
the stipulated fair market
value derived by Group,
based on the decision of
Smith & Nephew
remuneration committee,
subject to compliance
with vesting conditions.
For all grants of awards,
the fair value at the grant
date is calculated using
appropriate option pricing
models by group. The
grant date fair value is
recognised over the
expense, with a
corresponding increase in
retained earnings. As per
the Share awards plan,
holders of vested options
are entitled to vesting of
awarded shares in three
equal portions
("tranches") on the first,
second and third
anniversairies of the grant
date. The only condition
attached to the vesting of
awarded shares is that
228
employees remain
employed by Smith &
Nephew at the vest date.
The terms and conditions

related to the grant of the
share options are as
follows.
Number of Vesting
Employee Entitled
option Conditions
3 Years'
service from
the grant
date, entitled
to vesting of
awarded
Remuneration
Key Managerial Personnel shares in
Committee
and Senior Employees three equal
decision
portions
("tranches")
on the first,
second and
third
anniversairies
Details of Restricted
Stock Units as per
guidance note on
'Accounting for
Employees Share Based
Payments' issued by the
Institute of Chartered
Accountants of India are
as follows:
Particulars
Oustanding as at 1st April
Granted during the year
229
Forfeited during the year
Exercised during the year
Expired during the year
Outstanding as at 31st
March
Expenses recognized on
account of "Employee
share-based payments" are
as follows:
Particulars
Expense arising on
account of Employee
share-based payments
The Weighted average

remaining life of
outstanding options in
2018-19 is 2.32 years
(2018: 2.64 years)
Smith & Nephew

Healthcare Private
Limited
Notes to the
for the year ended

31 March 2019
230
(Currency: Indian
rupees)
Transfer of Marketing and

Sales Business of Adler
Mediequip Pvt.Ltd. to
40
Smith & Nephew
Healthcare Private
Limited
The Board of Directors of

the Smith & Nephew
Healthcare Private
Limited ("the Resulting
Company") at its meeting
held on 20 February 2018
approved a plan to
demerge the Marketing
and Sales Division ("the
Demerged Company") on
going concern basis to the
resulting Company. The
proposed scheme would
enable the Demerged
Company to focus on
manufacturing and service
business and would result
in consolidation of
marketing and sales
business in a single group
entity in India i.e. Smith
& Nephew Healthcare
Private Limited. This
would also facilitate
achieving business
synergies in Smith &
Nephew India and the
group objective of having
one distribution entity in
India i.e. the Resulting
Company.
Consequent to this the

Company had filed a
Comprehensive Scheme
of Arrangement with the
National Company Law
Tribunal (NCLT),
Mumbai Branch on 12
March 2019 for demerger
of the Marketing and
Sales Business (M&S) of
the Demerged Company
into the Resulting
Company. The NCLT
approved the scheme of
demerger on 5 September
2019 with retrospective
effect from 1 April 2018
being the Appointed Date
231
and the same was filled

with the registrar on 9
October 2019.
Upon this Scheme

becoming effective, the
Resulting Company shall
issue, to the equity
shareholders of Demerged
Company whose names
appear in the register of its
members on the Record
Date or to such of their
respective heirs,
executors, administrators
or other legal
representatives or other
successors, 1 (One) fully
paid up equity shares of
face value of Rs.10 each
of Resulting Company
against 13 (Thirteen) fully
paid up equity shares of
face value of Rs.10 each
held in the Demerged
Company.
Since approval from

NCLT was obtained
before the date on which
approved by the Board of
Directors, the Company
has accounted for the
scheme of arrangement in
the financial statement for
the year ended 31 March
2019 in accordance with
Accounting Standard 4 -
Contingencies and Events
Occurring After the
Balance Sheet Date.
Accordingly, current year

numbers include the
numbers of the Demerged
Company relating to
Marketing and Sales
business being transferred
to Resulting Company.
Hence the previous
comaprative numbers are
not comparable.
During the year ended FY

2018-19 all transactions
were accounted in the
232
name of Adler Mediequip

Private Limited. The
transactions were carried
out under trust by the
Demerged Company till
the M&S business was
transfered and operational
233
under the Resulting

Company as per the
approved Scheme.

shows the break-up of the
aggregate amount of
transactions that are
demerged company for
the year ended 31 March
2019:
Particulars
Sale of Product
Other Income
Cost of materials
consumed
Employee benefits
Finance costs
Depreciation and
amortisation
Other expenses
Total

shows the break-up of the
closing balances that are
demerged company as at
31 March 2019:-
Particulars
Fixed assets
Long-term loans and

advances
234
Balances with banks
Short-term loans and

advances
Trade receivables
Total assets (a)
Other long term liabilities
Long term Provision
Other current liabilities
Short Term Provision
Trade payables
Total Liabilities (b)
Net asset (a+b)
These amounts are as

extracted from the books
of accounts of Adler
Mediequip Private
Limited and certififed by
the management of Adler
Mediequip Private
Limited and approved by
the Company based on the
books of accounts and
records maintained by
Adler Mediequip Private
Limited.
Prior Year
41
regrouping/reclassification
Previous year
comparatives
have been
regrouped/
reclassified
whereever
necessary, to
conform to
current year's
presentation
as:-
235
Sr. No Particulars Note No
Total
outstanding
dues of
creditors
1 other than 6
micro
enterprises
and small
enterprises
Accrued
2 8
expenses
Interest on
3 bank 23
overdraft
Freight and
4 forwarding 24
charges
42 Other matters
Information with regard to

other matters specified in
Schedule III of the Act, is
either nil or not applicable
to the Company for the
year.
As per our report of

even date attached.
For B S R & Co.

LLP
Chartered
Accountants
Firm's Registration
No:
236
101248W/W-100022
Badhri
Sreeja Marar
Iyenger
Managing
Partner
Director
Membership No : DIN:
111410 07422862
Mumbai Mumbai
30 November
30 November 2019
2019
[201700] Notes - Government grants

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of notes on government grants explanatory [TextBlock]
Capital subsidies or grants received from government authorities 0 0
Revenue subsidies or grants received from government authorities 0 0
[201200] Notes - Employee benefits

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of employee benefits explanatory [TextBlock] [See below]
NA
237
Disclosure of employee benefits explanatory [Text Block]

Short-term employee benefits
All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee
benefits such as salaries, wages and short term compensated absences, etc. and the expected cost of exgratia are recognised in
the period in which the employee rendered the related services. The undiscounted amount of short-term employee benefits
expected to be paid in exchange for the services rendered by employees is recognized as an expense during the year.
Post-employment benefits
Defined contribution plan
The Company’s contribution to provident fund is a defined contribution plan. The Company’s contribution paid / payable
under the scheme is recognised as expense in the profit and loss account during the period in which the employee renders the
related service. The Company makes specified monthly contributions towards employee provident fund. The interest rate
payable is being notified by the Government.
The Company’s gratuity scheme with Life Insurance Corporation of India is a defined benefit plan. The Company’s net
obligation in respect of the gratuity benefit scheme is calculated by estimating the amount of future benefit that employees
have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value.
The present value of the obligation under such defined benefit plans is determined based on actuarial valuation at each balance
sheet date by an independent actuary using the Projected Unit Credit Method, which recognises each period of service as
giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final
obligation. The obligation is measured at the present value of the estimated future cash flows. The discount rates used for
determining the present value of the obligation under defined benefit plans are based on the market yields on Government
securities as at the balance sheet date. Actuarial gains and losses are recognised immediately in the Statement of profit and
loss.
The employees can carry forward a portion of the unutilised accrued compensated absences and utilise it in future service
periods or receive cash compensation on termination of employment. Since the compensated absences do not fall due wholly
within twelve months after the end of the period in which the employees render the related service and are also not expected
to be utilised wholly within twelve months after the end of such period, the benefit is classified as a long-term employee
benefit. The Company records an obligation for such compensated absences in the period in which the employee renders the
services that increase this entitlement. The obligation is measured on the basis of independent acturial valuation using project
unit credit method.
238
[201600] Notes - Related party
Disclosure of relationship and transactions between related parties [Table] ..(1)

Categories of related parties [Axis] 1 2
01/04/2018
01/04/2019 01/04/2019 01/04/2018
to to to
to
31/03/2020 31/03/2020 31/03/2019
31/03/2019
Disclosure of relationship and transactions between
related parties [Abstract]
related parties [LineItems]
Smith &
Nephew Smith & Smith & Nephew Overseas
Smith & Nephew Asia-Pacific Plc. (U.K.) - N e p h e w Limited (U.K.) -
Name of related party Pte. Ltd, Singapore Ultimate Surgicals Pty Subsidiary of Smith &
Holding Ltd., Australia Nephew Plc. (U.K.)
company
Country of incorporation or residence of related UNITED
SINGAPORE AUSTRALIA UNITED KINGDOM
party KINGDOM
Ultimate F e l l o w
Description of nature of related party relationship Others Holding Subsidiary Holding company
company company
Issue of Shares,Trade
receivables,
Sales.purchase,Reimbursement /
(Re-charge) of expense:, Trade Sale of
Description of nature of transactions with related Corporate
payable,Amount payable to the goods,Purchase NA
party guarantee
Shareholders of Adler of goods
Mediequip Private
Limited,Other loans and
advances
Transaction relating to key management personnel
[Abstract]
Remuneration for key managerial personnel 0 0 0 0
Amount written off during period in respect
0 0 0 0
of debts due from related parties
Amount written back during period in respect
0 0 0 0
of debts due to related parties
0.00% 0.00% 0.00% 0.00%
of debts due to related parties, percentage
239

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith & Nephew
Smith & Nephew
USD Limited
USD Limited (U.K.) -
(U.K.) - Holding
Holding Company of Smith & Nephew Smith & Nephew Gmbh,
Name of related party Smith & Nephew
Company of
Gmbh, Service Centre Service Centre
Smith & Nephew
Healthcare Private
Healthcare
Limited
Private Limited
UNITED KINGDOM GERMANY GERMANY
party KINGDOM
Fellow Subsidiary Fellow Subsidiary
Description of nature of related party relationship Holding company Holding company
company company
Issue of
Shares,Securities Purchase of
premium,Amount Issue of shares Purchase of goods,Reimbursement /
Description of nature of transactions with related payable to the (inlcuding goods,Reimbursement (Re-charge) of
party Shareholders of Adler securities / (Re-charge) of expense,Trade
Mediequip Private premium), expense: payables,Purchase of
Limited,Other loans goods
and advances
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith &
Smith & Nephew Smith & Nephew Smith & Nephew Inc,
Name of related party Medical Limited Medical Limited
Nephew Inc,
USA
USA
UNITED KINGDOM UNITED KINGDOM UNITED STATES
party STATES
Fellow
Fellow Subsidiary Fellow Subsidiary Fellow Subsidiary
Description of nature of related party relationship company company
Subsidiary
company
company
Purchase of fixed Reimbursement
Purchase of Purchase of fixed
assets,Reimbursement / (Re-charge) of
goods,Reimbursement assets,Reimbursement /
Description of nature of transactions with related / (Re-charge) of expense,
/ (Re-charge) of (Re-charge) of
party expense,Trade Purchase of
expense,Other loans expense,Trade
payables,Other loans goods:,trade
and advances payables,Trade payables
and advances payble
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
240

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Name of related party FZE
Smith & Nephew FZE
(pty) Limited (pty) Limited
Country of incorporation or residence of related UNITED ARAB UNITED ARAB
SOUTH AFRICA SOUTH AFRICA
party EMIRATES EMIRATES
Description of nature of related party relationship company company company company
Purchase of Sale of goods,Purchase
Purchase of Purchase of
goods,Reimbursement of goods,Purchase of
goods,Reimbursement goods,Reimbursement
Description of nature of transactions with related / (Re-charge) of f i x e d
/ (Re-charge) of / (Re-charge) of
party expense,Trade assets,Reimbursement /
expense,Trade expense,Trade
payables,Sale of (Re-charge) of
payables payables
goods expense,Trade payables
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith &
Smith & Smith & Nephew N e p h e w
Name of related party Nephew, Inc.
Smith & Nephew, Inc.
Orthopaedics AG Orthopaedics
AG
UNITED STATES SWAZILAND SWAZILAND
party STATES
Fellow Fellow
Fellow Subsidiary
Description of nature of related party relationship Subsidiary
company
Fellow Subsidiary company Subsidiary
company company
Purchase of
Purchase of P u r c h a s e o f goods,Reimbursement /
Description of nature of transactions with related Purchase of
goods,Trade goods,Purchase of fixed (Re-charge) of expense,Other
party goods
payables assets loans and advances, trade
payble
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
241

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith & Smith &
Smith & Nephew (UK) Smith & Nephew
Name of related party Nephew (UK)
Limited
Nephew
Limited - Korea
Limited Limited, Korea
KOREA, KOREA,
Country of incorporation or residence of related UNITED DEMOCRATIC DEMOCRATIC
UNITED KINGDOM
party KINGDOM PEOPLE'S PEOPLE'S REPUBLIC
REPUBLIC OF OF
Fellow Fellow
company
Subsidiary
company
company company
Other loans and Reimbursement /
Sale of
advances,Group (Re-charge) of
Description of nature of transactions with related goods,Reimbursement /
I T & expense,Trade Sale of goods
party (Re-charge) of
Management receivables,Other loans
expense,Trade payables
Charges and advances
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2019
01/04/2019 01/04/2018 01/04/2018
to to to
to
31/03/2020 31/03/2019 31/03/2019
31/03/2020
Smith & Smith &
Smith & Nephew Nephew Nephew Inc, Smith & Nephew Inc, Wound
Name of related party Healthcare Sdn Bhd Healthcare W o u n d Management
Sdn Bhd Management
MALAYSIA MALAYSIA UNITED STATES
party STATES
Fellow Fellow
Description of nature of related party relationship Fellow Subsidiary company Subsidiary Subsidiary Fellow Subsidiary company
company company
Sale of Purchase of goods,Purchase
goods,Reimbursement / Purchase of o f fixed
Description of nature of transactions with related
(Re-charge) of Sale of goods goods,Trade assets,Reimbursement /
party expense,Other loans and payables (Re-charge) of expense,Trade
advances payables
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
242

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith &
Smith & Nephew Smith & Nephew Nephew USD
Name of related party Orthopaedics KK Orthopaedics KK Limited Saudi (
Smith & Nephew Pte Limited
TSO)
UNITED
Country of incorporation or residence of related
JAPAN JAPAN ARAB SINGAPORE
party EMIRATES
Fellow
Subsidiary Fellow Subsidiary company
company
Sale of goods,Reimbursement /
(Re-charge) of expense,Trade
Trade Reimbursement / Reimbursement
Description of nature of transactions with related receivables,Trade
payables,Sale of (Re-charge) of / (Re-charge)
party payables,Other loans and
goods: expense: of expense
advances, Sale of goods,
Purchase of goods
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith &
Smith & Nephew USD Smith & Nephew Ltd. Smith & Nephew Ltd.
Name of related party Nephew USD
Limited - Thailand - Thailand
Limited
UNITED KINGDOM THAILAND THAILAND
party KINGDOM
Fellow
company company company
company
Trade payables,Sales, S a l e of
purchase goods,Purchase of
Reimbursement S a l e o f goods,Reimbursement goods,Reimbursement
/ (Re-charge) of goods,Reimbursement / / (Re-charge) of / (Re-charge) of
party expense (Re-charge) of expense expense,Other loans expense,Trade
and advances, trade receivables,Trade
receivable payables
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
243

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Adler
Smith &
Smith & Nephew Inc, Adler Mediequip Private Mediequip
Name of related party Memphis
Nephew Ltd. -
Limited Private
Hong Kong
Limited
UNITED STATES HONG KONG INDIA INDIA
party
Permanent account number of related party AADCA0618C AADCA0618C
Fellow Fellow
Description of nature of related party relationship Fellow Subsidiary company Subsidiary Fellow Subsidiary company Subsidiary
company company
Amount payable to the
Purchase of
Shareholders of Adler
goods,Reimbursement / Sale of
Reimbursement Mediequip Private
Description of nature of transactions with related (Re-charge) of goods,Purchase
/ (Re-charge) Limited,Purchase of
party expense,Trade of goods,Trade
of expense goods,Reimbursement /
payables,Other loans and payables
(Re-charge) of expense,Trade
advances
payables
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith & Nephew
Smith & Smith & SNN-COMERICO DE
Name of related party Orthopaedics
Nephew (H.K) Nephew,Hull Produtos Medicos
GMBH,Germany
GERMANY HONG KONG BRAZIL
party KINGDOM
Fellow Fellow
Description of nature of related party relationship company
Subsidiary Subsidiary
company
company company
Purchase of goods Sale of goods Trade payables Purchase of goods
party
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
244

01/04/2019
01/04/2018 01/04/2019 01/04/2018
to to to
to
31/03/2019 31/03/2020 31/03/2019
31/03/2020
S&N Gmbh Smith & Nephew Smith & Nephew
Name of related party Serv.Cent
Ltd., Warwick, UK
Medical (Shanghai) Medical (Shanghai)
Tut Trading Company Trading Company
GERMANY UNITED KINGDOM CHINA CHINA
party
Fellow
Description of nature of related party relationship Subsidiary Fellow Subsidiary company
company company
company
Purchase of goods,Purchase of Reimbursement /
Other loans and
Description of nature of transactions with related Trade fixed assets,Reimbursement / (Re-charge) of
advances,Reimbursement
party payables (Re-charge) of expense,Trade expense,Other loans
/ (Re-charge) of expense
payables and advances
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
Smith & Nephew Smith & Nephew Smith &
Name of related party Medikal Cihazlar Medikal Cihazlar Tic. Nephew Ltd., Smith & Nephew SA de CV
Tic. Ltd. Ltd. LLC
Country of incorporation or residence of related UNITED UNITED
UNITED KINGDOM SOUTH AFRICA
party KINGDOM STATES
Fellow
Subsidiary Fellow Subsidiary company
company
Reimbursement / Purchase of Purchase of goods,Purchase
Purchase of goods (Re-charge) of goods,Trade of fixed assets,Trade
party expense payables payables,
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
245

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
NIKUNJ KISHOR Swathi Srikanth
Name of related party SHAH
NIKUNJ KISHOR SHAH Raj Kumar Naidu
Kamath
INDIA INDIA INDIA INDIA
party
Permanent account number of related party AHCPS3126Q AHCPS3126Q AAHPN2034L CPLPS2712D
Key Management Key Management Key Management Key Management
Description of nature of related party relationship Personnel Personnel Personnel Personnel
Remuneration,Balances
Description of nature of transactions with related Remuneration,Balances Remuneration,Balance B a l a n c e s
receivable,Balance
party receivable payables receivable
payables
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2019 01/04/2018 01/04/2019 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2020 31/03/2019
BADHRI BADHRI Smith & Nephew Smith & Nephew
Name of related party VIJAYARAGHAVAN VIJAYARAGHAVAN UK Ltd., Warvick, UK Ltd., Warvick,
IYENGAR IYENGAR UK UK
Country of incorporation or residence of related UNITED UNITED
INDIA INDIA
party KINGDOM KINGDOM
Permanent account number of related party AACPI2418J AACPI2418J
Key Management Key Management Fellow Subsidiary Fellow Subsidiary
Description of nature of related party relationship Personnel Personnel company company
Remuneration,Balances Remuneration,Balances Reimbursement /
receivable,Balance receivable,Balance (Re-charge) of NA
party payables payables expense
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
246

Categories of related parties [Axis] 31 32 33
01/04/2019 01/04/2018 01/04/2018 01/04/2018
to to to to
31/03/2020 31/03/2019 31/03/2019 31/03/2019
Smith & Smith & Nephew
Smith & Nephew Smith & Nephew
Name of related party Nephew Ltd.,
Endoscopy KK, Japan
Surgicals Pty Ltd.,
Ltd., Russia
Russia Australia
Country of incorporation or residence of related RUSSIAN RUSSIAN
JAPAN AUSTRALIA
party FEDERATION FEDERATION
Fellow
company company company
company
Sale of Goods,
Description of nature of transactions with related Purchase of Goods, Sale of Goods,
Sale of goods Sale of Goods
party Trade receivable, Trade Receivable
Trade payable
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

Categories of related parties [Axis] 34 35 36 37
01/04/2018 01/04/2018 01/04/2018 01/04/2018
to to to to
31/03/2019 31/03/2019 31/03/2019 31/03/2019
Smith & Nephew Smith & Nephew Smith & Nephew Smith & Nephew
Name of related party Ltd., LLC Colombia S.A.S. Hellas S.A (Greece) Nederland C.V.
UNITED STATES COLOMBIA GREECE NETHERLANDS
party
Reimbursement /
(Re-charge) of
Description of nature of transactions with related expense, Other Sale of Goods,
NA NA
party loans a n d Purchase of Goods
advances,Purchase
of goods
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%
247

Categories of related parties [Axis] 38 39 40 41
01/04/2018 01/04/2018 01/04/2018 01/04/2018
to to to to
31/03/2019 31/03/2019 31/03/2019 31/03/2019
Smith & Nephew
Smith & Nephew Smith & Nephew Smith & Nephew,
Name of related party S.R.L., Italy China Ltd. Canada
Advanced Surgical
Devices
ITALY CHINA CANADA
party KINGDOM
NA NA NA NA
party
[Abstract]
0 0 0 0
0 0 0 0
0.00% 0.00% 0.00% 0.00%

01/04/2018 01/04/2018
to to
31/03/2019 31/03/2019
Disclosure of relationship and transactions between related parties [Abstract]
Disclosure of relationship and transactions between related parties [LineItems]
Smith & Nephew
Name of related party GMBH, Germany
Raj Kumar Naidu
Country of incorporation or residence of related party GERMANY INDIA

Permanent account number of related party AAHPN2034L
Fellow Subsidiary Key Management
Description of nature of related party relationship company Personnel
Remuneration,Balances
Description of nature of transactions with related party NA receivable,Balance
payables
Transaction relating to key management personnel [Abstract]
Remuneration for key managerial personnel 0 0
Amount written off during period in respect of debts due from related parties 0 0
Amount written back during period in respect of debts due to related parties 0 0
Amount written back during period in respect of debts due to related parties,
0.00% 0.00%
percentage

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of notes on related party explanatory [TextBlock]
Whether there are any related party transactions during year Yes Yes
Whether company is subsidiary company Yes Yes
Section under which company is subsidiary Section 2(87)(ii) Section 2(87)(ii)
248
[201400] Notes - Leases

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of leases explanatory [TextBlock] [See below] [See below]
Whether any operating lease has been converted to financial lease or
No No
vice-versa
Disclosure of leases explanatory [Text Block]
2.13 Leases
Operating lease
Leases, where the lessor effectively retains substantially all the risk and benefits of ownership, of the leased assets during the
lease term are classified, as Operating leases. Operating lease income / expenditure are recognised in statement of profit and
loss on straight line basis over the leased term.
Disclosure of leases explanatory [Text Block]
Leases
Operating lease
Leases, where the lessor effectively retains substantially all the risk and benefits of ownership, of the leased assets during the
lease term are classified, as Operating leases. Operating lease income / expenditure are recognised in statement of profit and
loss on straight line basis over the leased term.
[300300] Notes - Earnings per share

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of earnings per share explanatory [TextBlock] [See below] [See below]
Adjustments of numerator to calculate basic earnings per share [Abstract]
Adjustments of numerator to calculate diluted earnings per share [Abstract]
249
Disclosure of earnings per share explanatory [Text Block]

The basic earnings per share ('EPS') is computed by dividing the net profit attributable to the equity shareholders for the year
by the weighted average number of equity shares outstanding during the reporting period. Diluted earnings per share is
computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of
equity and dilutive equity equivalent shares outstanding during the year, except where the results would be anti-dilutive.
Disclosure of earnings per share explanatory [Text Block]
Earnings per share
The basic earnings per share ('EPS') is computed by dividing the net profit attributable to the equity shareholders for the year
by the weighted average number of equity shares outstanding during the reporting period. Diluted earnings per share is
computed by dividing the net profit attributable to the equity shareholders for the year by the weighted average number of
equity and dilutive equity equivalent shares outstanding during the year, except where the results would be anti-dilutive.
[202800] Notes - Subsidiary information

01/04/2019
to
31/03/2020
Disclosure of subsidiary information explanatory [TextBlock]
Whether company has subsidiary companies No
Whether company has subsidiary companies which are yet to commence
No
operations
Whether company has subsidiary companies liquidated or sold during year No
[201900] Notes - Income taxes

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of notes on income taxes explanatory [TextBlock] [See below] [See below]
Disclosure of breakup of deferred tax assets and deferred tax liabilities
[Abstract]
Components of deferred tax assets [Abstract]
Deferred tax asset, depreciation 10,68,29,101 0
Deferred tax asset, provision doubtful debts 3,69,17,027 0
Deferred tax asset, other 13,73,73,255 0
Total deferred tax assets 28,11,19,383 0
250
Disclosure of notes on income taxes explanatory [Text Block]
2.14 Taxation
Current tax
Current tax provision is made based on the results of 31 March 2020 in accordance with the Income-tax Act, 1961.
Deferred tax
Deferred tax liability or asset is recognised for timing differences between the profits/losses offered for income taxes and
profits/losses as per the financial statements. Deferred tax assets and liabilities are measured using the tax rates and tax laws
that have been enacted or substantively enacted at the balance sheet date.
Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realized in future;
however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax asset is recognised
only if there is a virtual certainty of realisation of such asset. Deferred tax asset is reviewed as at each balance sheet date and
written down or written up to reflect the amount that is reasonably/virtually certain to be realised.
Minimum Alternate Tax (MAT) under the provision of Income Tax Act, 1961 is recognized as current tax in the Statement of
Profit and Loss. The credit available under the Act in respect of MAT paid is recognised as an asset only when and to the
extent there is convincing evidence that the company will pay normal income tax during the period for which the MAT credit
can be carried forward for set off against the normal tax liability. MAT credit recognised as an asset is reviewed at each
balance sheet date and written down to the extent the aforesaid convincing evidence no longer exists.
251
Disclosure of notes on income taxes explanatory [Text Block]
Taxation
Current tax
Current tax provision is made based on the results of 31 March 2019 in accordance with the Income-tax Act, 1961.
Deferred tax
Deferred tax liability or asset is recognised for timing differences between the profits/losses offered for income taxes and
profits/losses as per the financial statements. Deferred tax assets and liabilities are measured using the tax rates and tax laws
that have been enacted or substantively enacted at the balance sheet date.
Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realized in future;
however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax asset is recognised
only if there is a virtual certainty of realisation of such asset. Deferred tax asset is reviewed as at each balance sheet date and
written down or written up to reflect the amount that is reasonably/virtually certain to be realised.
Minimum Alternate Tax (MAT) under the provision of Income Tax Act, 1961 is recognized as current tax in the Statement of
Profit and Loss. The credit available under the Act in respect of MAT paid is recognised as an asset only when and to the
extent there is convincing evidence that the company will pay normal income tax during the period for which the MAT credit
can be carried forward for set off against the normal tax liability. MAT credit recognised as an asset is reviewed at each
balance sheet date and wrien down to the extent the aforesaid convincing evidence no longer exists
[202400] Notes - Investments in associates

01/04/2019
to
31/03/2020
Disclosure of notes on investment in associates explanatory [TextBlock]
Whether company has invested in associates No
Whether company has associates which are yet to commence operations No
Whether company has associates liquidated or sold during year No
252
[202500] Notes - Financial reporting of interests in joint ventures

01/04/2019
to
31/03/2020
Disclosure of notes on interests in joint ventures explanatory [TextBlock]
Whether company has invested in joint ventures No
Whether company has joint ventures which are yet to commence operations No
Whether company has joint ventures liquidated or sold during year No
[201500] Notes - Impairment

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of impairment of assets explanatory [TextBlock]
Disclosure of impairment loss and reversal of impairment loss explanatory Textual information (57) Textual information (58)
[TextBlock] [See below] [See below]
Disclosure of impairment loss and reversal of impairment loss explanatory [Text Block]
2.8 Impairment of tangible and intangible asset other than goodwill

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such
indication exists, the Company estimates the recoverable amount of the asset. The recoverable amount is the greater of the net
selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value
based on an appropriate discount factor. If such recoverable amount of the asset or the recoverable amount of the cash
generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable
amount. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the balance
sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is
reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost.
Disclosure of impairment loss and reversal of impairment loss explanatory [Text Block]
Impairment of tangible and intangible asset other than goodwill
The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such
indication exists, the Company estimates the recoverable amount of the asset. The recoverable amount is the greater of the net
selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value
based on an appropriate discount factor. If such recoverable amount of the asset or the recoverable amount of the cash
generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable
amount. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If at the balance
sheet date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is
reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost.
253
[202100] Notes - Other provisions, contingent liabilities and contingent assets

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of notes on other provisions, contingent liabilities and Textual information (59)
contingent assets explanatory [TextBlock] [See below]
Disclosure of other provisions explanatory [TextBlock] [See below] [See below]
254
Disclosure of notes on other provisions, contingent liabilities and contingent assets explanatory [Text Block]
Contingent liabilities and commitments
Contingencies
Bank guarantees
60,02,158 74,78,551
Income tax matters

39,05,23,386 13,07,29,751
39,65,25,544 13,82,08,302
In addition, the Company is subject to legal proceedings and claims, which have arisen in the
ordinary course of business. The Company has reviewed all its pending litigations and
proceedings and has adequetely provided for where provisions are required and disclosed as
contingent liability, where applicable in its financial statements. The Company's Management
does not reasonably expect that these legal actions when ultimately concluded and determined,
will have a material and adverse effect of the Company's results of operations or financial
condition.
There has been a Supreme Court (SC) judgement dated 28th February 2019, relating to
components of salary structure that need to be taken into account while computing the
contribution to provident fund under the EPF Act. There are interpretative aspects related to the
Judgement including the effective date of application. In view of the management, the liability
for the period from date of the SC order to 31 March 2019 is not significant and has not been
provided in the books of account. The Company will continue to assess any further developments
in this matter for the implications on financial statements, if any.
Other commitments:
Estimated amount of contracts remaining to be executed for purchase of capital asset

2,14,42,310 11,15,49,031
255
2,14,42,310 11,15,49,031
Disclosure of other provisions explanatory [Text Block]
25 Contingent liabilities and commitments 31 March 2020 31 March 2019

(a) Contingencies
(i) Bank guarantees

1,72,85,986 60,02,158

24,26,84,538 39,05,23,386
25,99,70,524 39,65,25,544
In addition, the Company is subject to legal proceedings and claims, which have arisen
in the ordinary course of business. The Company has reviewed all its pending
litigations and proceedings and has adequetely provided for where provisions are
required and disclosed as contingent liability, where applicable in its financial
statements. The Company's Management does not reasonably expect that these legal
actions when ultimately concluded and determined, will have a material and adverse
effect of the Company's results of operations or financial condition.
contribution to provident fund under the EPF Act. There are interpretative aspects
related to the Judgement including the effective date of application. In view of the
management, the liability for the period from date of the SC order to 31 March 2019 is
not significant and has not been provided in the books of account. The Company will
continue to assess any further developments in this matter for the implications on
financial statements, if any.
(b) Other commitments: 31 March 2020 31 March 2019

4,50,93,124 2,14,42,310
4,50,93,124 2,14,42,310
No commitments other than lease commitments mentioned in note no. 36.
256
Disclosure of other provisions explanatory [Text Block]
Contingent liabilities and commitments
Contingencies
Bank guarantees
60,02,158 74,78,551
Income tax matters

39,05,23,386 13,07,29,751
39,65,25,544 13,82,08,302
In addition, the Company is subject to legal proceedings and claims, which have arisen in the
ordinary course of business. The Company has reviewed all its pending litigations and
proceedings and has adequetely provided for where provisions are required and disclosed as
contingent liability, where applicable in its financial statements. The Company's Management
does not reasonably expect that these legal actions when ultimately concluded and determined,
will have a material and adverse effect of the Company's results of operations or financial
condition.
contribution to provident fund under the EPF Act. There are interpretative aspects related to the
Judgement including the effective date of application. In view of the management, the liability
for the period from date of the SC order to 31 March 2019 is not significant and has not been
provided in the books of account. The Company will continue to assess any further developments
in this matter for the implications on financial statements, if any.
Other commitments:

2,14,42,310 11,15,49,031
257
2,14,42,310 11,15,49,031
[202700] Notes - Cash flow statements

01/04/2019 01/04/2018
to to 31/03/2018
31/03/2020 31/03/2019
Disclosure of cash flow statement explanatory [TextBlock]
Cash and cash equivalents if different from balance sheet [Abstract]
Cash and cash equivalents cash flow statement 96,82,335 3,71,74,523 8,31,30,829
Other differences to cash and cash equivalents in statement of cash
-1 0
flows
Total cash and cash equivalents 96,82,336 3,71,74,523
Income taxes paid (refund) [Abstract]
Income taxes paid (refund), classified as operating activities 9,85,90,815 3,51,14,876
Total income taxes paid (refund) 9,85,90,815 3,51,14,876
258
[100200] Statement of profit and loss

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Statement of profit and loss [Abstract]
Disclosure of revenue from operations [Abstract]
Disclosure of revenue from operations for other than finance company
[Abstract]
Revenue from sale of products 433,28,89,334 430,51,12,334
Revenue from sale of services 0 0
Total revenue from operations other than finance company 433,28,89,334 430,51,12,334
Total revenue from operations 433,28,89,334 430,51,12,334
Other income 21,14,921 13,93,732
Total revenue 433,50,04,255 430,65,06,066
Expenses [Abstract]
Cost of materials consumed 0 0
Purchases of stock-in-trade 288,79,02,770 274,19,80,409
Changes in inventories of finished goods, work-in-progress and
-55,10,74,260 -8,88,04,127
stock-in-trade
Employee benefit expense 53,41,09,659 50,90,97,752
Finance costs 2,87,46,611 2,17,33,573
Depreciation, depletion and amortisation expense [Abstract]
Depreciation expense 21,36,79,020 19,42,89,584
Total depreciation, depletion and amortisation expense 21,36,79,020 19,42,89,584
CSR expenditure 34,01,220 0
Other expenses 106,93,53,718 76,75,53,713
Total expenses 418,61,18,738 414,58,50,904
Total profit before prior period items, exceptional items, extraordinary
14,88,85,517 16,06,55,162
items and tax
Total profit before extraordinary items and tax 14,88,85,517 16,06,55,162
Total profit before tax 14,88,85,517 16,06,55,162
Tax expense [Abstract]
Current tax 27,26,62,283 6,68,85,549
Deferred tax -28,11,19,383 0
Total tax expense -84,57,100 6,68,85,549
Total profit (loss) for period from continuing operations 15,73,42,617 9,37,69,613
Total profit (loss) for period before minority interest 15,73,42,617 9,37,69,613
Total profit (loss) for period 15,73,42,617 9,37,69,613
Earnings per equity share [Abstract]
Basic earning per equity share [INR/shares] 0.87 [INR/shares] 0.6
Diluted earnings per equity share [INR/shares] 0 [INR/shares] 0
259
[300500] Notes - Subclassification and notes on income and expenses

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Subclassification and notes on income and expense explanatory [TextBlock]
Disclosure of revenue from sale of products [Abstract]
Revenue from sale of products [Abstract]
Revenue from sale of products, gross 433,28,89,334 430,51,12,334
Total revenue from sale of products 433,28,89,334 430,51,12,334
Disclosure of revenue from sale of services [Abstract]
Revenue from sale of services [Abstract]
Total revenue from sale of services 0 0
Disclosure of other income [Abstract]
Interest income [Abstract]
Interest income on current investments [Abstract]
Interest on fixed deposits, current investments 1,31,900 1,01,190
Total interest income on current investments 1,31,900 1,01,190
Interest income on long-term investments [Abstract]
Interest on other long-term investments 0 12,92,542
Total interest income on long-term investments 0 12,92,542
Total interest income 1,31,900 13,93,732
Dividend income [Abstract]
Total dividend income 0 0
Other non-operating income [Abstract]
Net gain/loss on foreign currency fluctuations treated as other
19,73,868 0
income
Miscellaneous other non-operating income 9,153 0
Total other non-operating income 19,83,021 0
Total other income 21,14,921 13,93,732
Disclosure of finance cost [Abstract]
Interest expense [Abstract]
Interest expense long-term loans [Abstract]
Interest expense long-term loans, others 1,75,63,295 1,37,76,464
Total interest expense long-term loans 1,75,63,295 1,37,76,464
Other interest charges 1,11,83,316 79,57,109
Total interest expense 2,87,46,611 2,17,33,573
Total finance costs 2,87,46,611 2,17,33,573
Employee benefit expense [Abstract]
Salaries and wages 49,05,41,909 47,24,66,667
Managerial remuneration [Abstract]
Remuneration to directors [Abstract]
Total remuneration to directors 0 0
Total managerial remuneration 0 0
Contribution to provident and other funds [Abstract]
Contribution to provident and other funds for others 1,81,40,292 1,89,66,008
Total contribution to provident and other funds 1,81,40,292 1,89,66,008
Staff welfare expense 2,26,40,135 1,42,28,142
Other employee related expenses 27,87,323 34,36,935
Total employee benefit expense 53,41,09,659 50,90,97,752
Breakup of other expenses [Abstract]
Consumption of stores and spare parts 0 0
Power and fuel 24,47,136 29,10,664
Rent 6,14,97,537 6,32,06,348
Repairs to building 0 0
Repairs to machinery 2,22,17,444 2,07,06,361
Insurance 1,28,40,225 1,05,71,859
Rates and taxes excluding taxes on income [Abstract]
Other cess taxes 1,56,23,294 3,38,10,559
Total rates and taxes excluding taxes on income 1,56,23,294 3,38,10,559
Printing stationery 42,15,736 33,78,224
Travelling conveyance 17,01,22,930 13,30,06,096
Legal professional charges 7,06,05,140 5,88,42,579
Directors sitting fees 0 0
Bank charges 69,76,619 61,47,299
260
Warranty claim expenses 2,42,69,660 5,38,03,837

Commission paid other selling agents 1,50,75,937 1,87,22,331
Provision bad doubtful debts created 2,14,22,520 5,23,26,621
Provision bad doubtful loans advances created 0 0
Write-off assets [Abstract]
Miscellaneous expenditure written off [Abstract]
Total miscellaneous expenditure written off 0 0
Bad debts written off 0 0
Bad debts advances written off 0 0
Loss on disposal of intangible asset 0 0
Loss on disposal, discard, demolishment and destruction of depreciable
0 0
tangible asset
Payments to auditor [Abstract]
Payment for audit services 26,53,580 21,35,968
Total payments to auditor 26,53,580 21,35,968
Miscellaneous expenses 63,93,85,960 30,79,84,967
Total other expenses 106,93,53,718 76,75,53,713
Current tax [Abstract]
Current tax pertaining to previous years 14,95,00,000 6,18,85,549
Current tax pertaining to current year 12,31,62,283 50,00,000
Total current tax 27,26,62,283 6,68,85,549
[300600] Notes - Additional information statement of profit and loss

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Additional information on profit and loss account explanatory [TextBlock]
Changes in inventories of finished goods -55,10,74,260 -8,88,04,127
Total changes in inventories of finished goods, work-in-progress and
-55,10,74,260 -8,88,04,127
stock-in-trade
Expenditure on dividend paid 0 0
Total expenditure in foreign currency 0 0
Total amount of dividend remitted in foreign currency 0 0
Total earnings in foreign currency 0 0
Domestic sale manufactured goods 424,92,28,879 416,33,25,627
Total domestic turnover goods, gross 424,92,28,879 416,33,25,627
Export sale manufactured goods 8,36,60,455 14,17,86,707
Total export turnover goods, gross 8,36,60,455 14,17,86,707
Total revenue from sale of products 433,28,89,334 430,51,12,334
Total revenue from sale of services 0 0
Gross value of transaction with related parties as per AS-18 0 0
Bad debts of related parties as per AS-18 0 0
[300100] Notes - Revenue

01/04/2019 01/04/2018
to to
31/03/2020 31/03/2019
Disclosure of revenue explanatory [TextBlock] [See below] [See below]
261
Disclosure of revenue explanatory [Text Block]

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue
can be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:
Sale of goods:
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. The
Company collects sales taxes, value added taxes (VAT) and goods and service taxes (GST) on behalf of the government and,
therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue. Revenue is
recognised after applicable discounts and allowances. Allowances for sales returns are estimated and provided for in the
period of sales
Deferred revenue is recognized for billing in excess of revenue earned i.e. to the extend of remaining performance obligation.
Revenue from product sales are deferred and allocated as per the agreement with the contracting party.
Interest:
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest
rate. Interest income is included under the head “other income” in the statement of profit and loss.
Disclosure of revenue explanatory [Text Block]
Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can
be reliably measured. The following specific recognition criteria must also be met before revenue is recognized:
Sale of goods:
Revenue is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer. The
Company collects sales taxes, value added taxes (VAT) and goods and service taxes (GST) on behalf of the government and,
therefore, these are not economic benefits flowing to the company. Hence, they are excluded from revenue. Revenue is
recognised after applicable discounts and allowances. Allowances for sales returns are estimated and provided for in the
period of sales
Interest:
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the applicable interest
rate. Interest income is included under the head “other income” in the statement of profit and loss.
262
[300700] Notes - Key managerial personnels and directors remuneration and other information
Disclosure of key managerial personnels and directors and remuneration to key managerial personnels and directors [Table] ..(1)
Key managerial personnels and directors [Axis] 1 2 3 4
01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020
Disclosure of key managerial personnels and directors and
remuneration to key managerial personnels and directors
[Abstract]
Disclosure of key managerial personnels and directors
and remuneration to key managerial personnels and
directors [LineItems]
BADHRI Sandeshkumar
NIKUNJ KISHOR RAJ KUMAR
Name of key managerial personnel or director SHAH
VIJAYARAGHAVAN
NAIDU
Ashokchand
IYENGAR Khivasara
Director identification number of key managerial
02858411 07422862 01576877
personnel or director
Permanent account number of key managerial
AHCPS3126Q AACPI2418J AAHPN2034L AWWPK1095M
Date of birth of key managerial personnel or
23/12/1973 13/08/1972 16/06/1965 25/12/1981
director
Designation of key managerial personnel or director Director Managing Director Director Company Secretary
Qualification of key managerial personnel or
CA NA PD HRM CS
director
Shares held by key managerial personnel or director [shares] 0 [shares] 0 [shares] 0 [shares] 0
Key managerial personnel or director remuneration
[Abstract]
Gross salary to key managerial personnel or
director [Abstract]
Salary key managerial personnel or director 67,84,300 2,42,05,858 64,12,716 4,20,399
Profits in lieu of salary key managerial
0 0 0 0
Gross salary to key managerial personnel or
67,84,300 2,42,05,858 64,12,716 4,20,399
director
Total key managerial personnel or director
67,84,300 2,42,05,858 64,12,716 4,20,399
remuneration
[301000] Notes - Corporate social responsibility
Disclosure of net profits for last three financial years [Table] ..(1)
Financial year 1 Financial year 2 Financial year 3
Net profits for last three financial years [Axis]
01/04/2019 01/04/2019 01/04/2019
to to to
31/03/2020 31/03/2020 31/03/2020
Disclosure of net profits for last three financial years [Abstract]
Disclosure of net profits for last three financial years [LineItems]
Description of financial year 2018-19 2017-18 2016-17
Profit before tax of financial year 16,06,55,162 18,81,18,889 10,81,49,051
Net profit computed u/s 198 and adjusted as per rule 2(1)(f)
21,39,15,028 18,81,18,889 10,81,49,051
of Companies (CSR Policy) Rules, 2014
263
Classification of CSR spending [Table] ..(1)

Classification of CSR spending [Axis] 1 2 3 4
01/04/2019 01/04/2019 01/04/2019 01/04/2019
to to to to
31/03/2020 31/03/2020 31/03/2020 31/03/2020
Disclosure of CSR spending [Abstract]
Details of CSR spent during financial year [Abstract]
Manner in which amount CSR spent during financial
year [Abstract]
Manner in which amount CSR spent during
financial year [LineItems]
Prime Minister
Rotary Club - Covid
National Relief Annamrita
CSR project or activity identified Fund / PM Cares
Zep Pratisthan or ICU set-up at
Foundation
Somaiya Hospital
Fund
Socio-economic Socio-economic Poverty, hunger,
Sector in which project is covered inequalities
Education
inequalities malnutrition
Whether projects or programs undertaken
YES YES YES YES
in local area or other
Name of state or union territory where
Maharashtra Maharashtra Maharashtra Maharashtra
projects or programs was undertaken
Name of district where projects or programs
Mumbai Thane Mumbai Mumbai
was undertaken
Budget amount outlay project or program wise 19,75,000 3,51,000 5,00,000 3,51,000
Amount spent on projects or programs
[Abstract]
Direct expenditure on projects or programs 19,75,000 3,51,000 5,00,000 3,51,000
Overheads on projects or programs 0 0 0 0
Total amount spent on projects or programs 19,75,000 3,51,000 5,00,000 3,51,000
Cumulative expenditure upto reporting period 19,75,000 23,26,000 28,26,000 31,77,000
Directly by Directly by Directly by Directly by
Mode of amount spent company company company company
Classification of CSR spending [Table] ..(2)

Classification of CSR spending [Axis] 5 6
01/04/2019 01/04/2019
to to
31/03/2020 31/03/2020
Disclosure of CSR spending [Abstract]
Details of CSR spent during financial year [Abstract]
Manner in which amount CSR spent during financial year [Abstract]
Manner in which amount CSR spent during financial year [LineItems]
Haffkine Institute
Jeevan Jyot Cancer
CSR project or activity identified for Training and
Relief & Care Trust
Research
Sector in which project is covered Vocational skills Health care
Whether projects or programs undertaken in local area or other YES YES
Name of state or union territory where projects or programs was undertaken Maharashtra Maharashtra
Name of district where projects or programs was undertaken Mumbai Mumbai
Budget amount outlay project or program wise 1,00,000 1,25,000
Amount spent on projects or programs [Abstract]
Direct expenditure on projects or programs 1,00,000 (A) 1,24,220
Overheads on projects or programs 0 0
Total amount spent on projects or programs 1,00,000 1,24,220
Cumulative expenditure upto reporting period 32,77,000 34,02,000
Directly by Directly by
Mode of amount spent company company
Footnotes
(A) Actual spent -125000 shown -124220 as 780/- spent extra as per shown in P&L Jeevan Jyot Cancer Relier & Care Trust Jeevan
Jyot Cancer Relief & Care Trust
264

01/04/2019
to
31/03/2020
Disclosure of corporate social responsibility explanatory [TextBlock]
Whether provisions of corporate social responsibility are applicable on
Yes
company
Disclosure of composition of CSR committee [TextBlock] [See below]
Whether company has written CSR policy Yes
Details CSR policy [TextBlock] [See below]
Average net profit for last three financial years 17,00,60,989.33
Prescribed CSR expenditure 34,01,219.79
Amount CSR to be spent for financial year 34,01,220
Amount CSR spent for financial year 34,01,220
Amount spent in local area 34,01,220
Amount unspent CSR 0
Disclosure manner in which amount CSR spent during financial year Textual information (66)
explanatory [TextBlock] [See below]
Details of implementing agency [See below]
Disclosure of composition of CSR committee [Text Block]
Name of Director


2. 07422862 Member
265
Details CSR policy [Text Block]
ANNEXURE – III
YEAR 2019-20
Name of Director

266
2. Mr. Badhri Vijayaraghavan Iyenger 07422862 Member
-Rs. 17,00,61,000/-
2017-18: Rs 18,81,18,889
2018-19: Rs 10,81,49,051
Rs. 34,01,220
2019-2020)
(1) (2) (3) (4) (5) (6) (7) (8)
SI.
267
Socio econo
Prime
mic devel opme
Minister
nt and relief
National
Relief Fund /
e of
PM Cares
Fund
the people
Zep
Pratisthan
Rotary Club -
Covid or ICU
Social
Upliftment
Somaiya
Hospital
Annamrita
Government's
Foundation
Project
Haffkine
1,00,000
Research
Jeevan Jyot
Promoting
health care
& Care Trust
provisions of Act.
268

Mr. Raj Naidu
Director
Director
DIN: 02858411
DIN: 01576877
Place: Mumbai
Place: Mumbai
Date: 29/12/2020
Date: 29/12/2020
269
Disclosure manner in which amount CSR spent during financial year explanatory [Text Block]
a) Manner in which the amount spent during the financial year is
(1) (2) (3) (4) (5) (6) (7) (8)
Amount
Projects or programs (1) Local Amount spent on the projects Cumulative Amount
outlay
CSR project Sector in which area or other (2) Specify the or programs Sub-heads: (1) expenditure spent: Direct
SI. (budget)
or activity the Project is State and district where Direct expenditure on upto to the or through
No project or
Identified covered projects or programs was projects or programs (2) reporting implementing
programs
undertaken Overheads: period agency
wise
Socio econo
Prime
mic devel opme
Minister
nt and relief
National
Relief Fund /
e of
PM Cares
Fund
the people
Zep
Pratisthan
Rotary Club -
Covid or ICU
Social
Upliftment
Somaiya
Hospital
Annamrita
Government's
Foundation
Project
Haffkine
1,00,000
Research
Jeevan Jyot
Promoting
health care
& Care Trust
Details of implementing agency

objectives and policy of the Company The CSR Committee hereby confirms that implementation and monitoring of the CSR Policy are in
compliance with CSR objectives and policy of the Company.
270

Smith FY20

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Smith FY20

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SMITH & NEPHEW HEALTHCARE PRIVATE LIMITED

Standalone Financial Statements for period 01/04/2019 to 31/03/2020

[400100] Disclosure of general information about company

Disclosure of principal product or services [Table] ..(1)

[400400] Disclosures - Directors report

Details of directors signing board report [Table] ..(1)

Details of material contracts/arrangements/transactions at arm's length basis [Table] ..(1)

Details of material contracts/arrangements/transactions at arm's length basis [Table] ..(2)

Details of material contracts/arrangements/transactions at arm's length basis [Table] ..(3)

Details of material contracts/arrangements/transactions at arm's length basis [Table] ..(4)

Details of material contracts/arrangements/transactions at arm's length basis [Table] ..(5)

Unless otherwise specified, all monetary values are in INR

Disclosure of change in nature of business [TextBlock] T h e r e

Details of significant and material orders passed by

Textual information (1)

Disclosure in board of directors report explanatory [Text Block]

SMITH & NEPHEW HEALTHCARE PRIVATE LIMITED

Total Revenue 4,33,50,04,255 4,30,65,06,066

Total Expenditure 4,18,61,18,738 4,14,58,50,904

Profit before Tax 14,88,85,517 160,655,162

Less: Provision for Taxation

-Current 14,95,00,000 6,18,85,549

-Taxes pertaining to prior year 12,31,62,283 50,00,000

Profit after Tax 15,73,42,617 9,37,69,613

DIVIDEND & APPROPRIATIONS

ii) Paid up Capital:

BOARD OF DIRECTORS, MEETINGS AND ITS COMMITTEES

The Board of Directors on March 31, 2020 were:

S. NO. NAME OF THE DIRECTOR DESIGNATION DIN/PAN

Meetings of the Board of Directors and attendance of the Directors

Sr. Name of the Director attended the Meeting

Mr. Nikunj Shah

1. May 17, 2019 Mr. Badhri VijayaraghavanIyengar

Mr. Raj Kumar Naidu

Mr. Nikunj Shah

Mr. Nikunj Shah

Mr. Nikunj Shah

4. September 18, 2019 Mr. Badhri VijayaraghavanIyengar

Mr. Raj Kumar Naidu

Mr. Nikunj Shah

Mr. Nikunj Shah

Mr. Nikunj Shah

7. November 15, 2019 Mr. Badhri VijayaraghavanIyengar

Mr. Raj Kumar Naidu

Mr. Nikunj Shah

Mr. Nikunj Shah

Mr. Nikunj Shah

10. December 19, 2019 Mr. Badhri VijayaraghavanIyengar

Mr. Raj Kumar Naidu

Mr. Nikunj Shah

Mr. Nikunj Shah

12. February 12, 2020 Mr. Raj Kumar Naidu

COMMITTEE MEETINGS DETAILS:

CSR Committee Meeting:

Name of the Members attended the Meeting

Mr. Nikunj Shah

POLICIES AND PROCEDURES

Risk Management Policy:

OTHER STATUTORY DISCLOSURES

Extract of Annual Return

Particulars of contracts or arrangements with Related Parties

Steps taken for conservation

Steps taken for utilizing alternate sources of energy