| The Directors have immense pleasure in presenting this 6th Annual
Report on the business and operations of the Company along with the
Audited Financial Statements for the financial year ended March 31,
2015.
FINANCIAL HIGHLIGHTS
The brief highlights of financial results of the Company for the
Financial Years 2014-15 and 2013-14 are as under:
(in Million)
Particulars 2014-15 2013-14
Total Income 305.75 299.77
Total Expenditure 901.80 955.48
Profit/ (Loss) before Tax (596.05) (655.71)
Profit/ (Loss) after Tax (596.05) (655.71)
Balance brought forward from
previous year (3278.21) (2622.50)
Impact due to change in useful
life of fixed assets in accordance
with provisions of Companies
Act, 2013 (1.92) -
Other Adjustments (0.18) -
Balance carried to Balance Sheet (3876.00) (3278.21)
BUSINESS OVERVIEW
The total Income of the Company is Rs. 305.75 Million during the
financial year 2014-15 as against the total Income of Rs. 299.77 Million
in the previous financial year 2013-14. However, the total expenditure
is Rs. 901.80 Million as against Rs. 955.48 Million in the previous year.
The Loss after Tax is Rs. 596.05 Million during the financial year
2014-15 as against Rs. 655.71 Million in the previous financial year.
Therefore, the Company has reduced its Loss after Tax by approximately
9.10%.
During the financial year under review, your Company continued to focus
on its core products i.e. Hospital Information and Management Systems
(HIS), Picture Archival and Communication Systems (PACS) and
Tele-Radiology. As a new initiative, we have also decided to venture
into a new emerging product line - Patient Portal which will help to
create a more efficient and pleasant patient experience and a unified
data source for providers. This will not only increase customer
satisfaction but will also result in better data capturing and higher
revenue for the providers.
The implementation of Tele-Radiology in 8 districts of Assam has been
running smoothly for over a year now. This is an innovative solution
that provides physicians in 8 district hospitals across Assam, instant
access to X-rays and CT Scans through Regional Diagnostic Centers. The
backbone of the solution uses path-breaking Magnum Imaging PACS for
Radiology Imaging, storage, encryption and compression.
In addition to the implementation of Magnum Infinity product in
Pushpanjali Crosslay Hospital, Ghaziabad, UP, your company has also
implemented this product in PIMS Jalandhar and few other sites are
under implementation in India as well as our foreign markets. As an IT
product company in the HealthCare space, we are creating significant
and valuable IP which will enable us to compete with larger companies
across the globe. Our sales and marketing teams address over 20
countries in Africa/Middle East and APAC.
FUTURE OUTLOOK
To give Shareholders an idea of the Healthcare Sector and the growth it
is providing to IT Companies, we would like to highlight that India has
expanded its primary care policy priority and is expected to increase
healthcare spending at an average rate of 17 percent a year, followed
by China at over 14 percent a year. The domestic healthcare technology
market is estimated to be in the range of US$ 6-8 billion in 2014 and
is likely to reach US$ 19- 20 billion by 2019 with an annual growth
rate of nearly 20%. (Source:
http://www2.deloitte.com/content/dam/Deloitte/dk/
Documents/life-sciences-health-care/Global-health-care- 2014.pdf;
Netscribes' HIS Market in India 2015, and Dinodia Capital Advisors'
Indian Healthcare - IT Sector April 2014) Healthcare technology changes
will be rapid and in some parts of the world, disruptive to established
health care models. Some exciting advancements are taking place at the
intersection of information technology and medical technology, such as
using 3D printing to help in preparing tissues for transplants. In
addition, the use of big data and analytics to gain insights is an
active industry trend. Your company can leverage vast amounts of
patient data gathered from a variety of sources to determine the
clinical value of specific treatments and how to make them better. We
intend to focus on emerging markets and high growth economies where the
need for such products and services is high. Your Board is confident
that with the steps taken in FY 2014- 15, with restructuring the
management structure as well as focusing on profitable product lines,
your Company is ready for a cycle of sustained growth.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year under
review, as stipulated under Clause 49 of the Listing Agreement, is
presented in a separate section and forms an integral part of this
Report.
DIVIDEND AND TRANSFER TO RESERVES
Keeping in view the losses of the Company during the financial year
under review, the Board of Directors of your Company has not
recommended any dividend for the financial year ended March 31, 2015.
Accordingly, there has been no transfer to general reserves.
SHARE CAPITAL
During the financial year under review, there has been no change in the
Share Capital of the Company.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return in Form No. MGT 9 is presented in a
separate section and is annexed herewith as Annexure - A to this
Report.
PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES
Details of Loans, Investments or Guarantees covered under the
provisions of Section 186 of the Companies Act, 2013 ("Act") have been
disclosed in the notes forming part of the Financial Statements.
RELATED PARTY TRANSACTIONS
All Related Party Transactions that were entered into during the
financial year under review were on an arm's length basis and in the
ordinary course of business. There were few materially significant
Related Party Transactions made by the Company with other related
parties. Disclosures as required under Section 134(3)(h) read with Rule
8(2) of the Companies (Accounts) Rules, 2014, are provided in the Form
AOC-2 which is annexed herewith as Annexure - B and forms part of this
Report.
All Related Party Transactions are placed before the Audit Committee
for approval as required under Clause 49 of the Listing Agreement.
Prior omnibus approval of the Audit Committee is obtained for the
transactions which are of a foreseen and repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted
are audited and a statement giving details of all related party
transactions is placed before the Audit Committee for their approval on
a quarterly basis. The policy on Related Party Transactions as
approved by the Board is uploaded on the Company's website and can be
accessed through the link http://www.healthfore.com/Related-
Party-Transactions-Policy.pdf
None of the Directors has any pecuniary relationships or transactions
vis-…-vis the Company except to the extent of sitting fees as approved
by the Board of Directors.
RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy. The
said policy is being implemented and monitored by the Audit Committee.
EMPLOYEE STOCK OPTION SCHEME
The Members of the Company at their Annual General Meeting ("AGM") held
on September 13, 2013 had approved HealthFore Employee Stock Option
Scheme - 2013 ("Scheme") for the eligible employees / Directors of the
Company. Nomination and Remuneration Committee of the Board of
Directors of the Company, inter alia, administers and monitors the
Scheme of the Company in accordance with the Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014
(erstwhile Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999)
("the SEBI Guidelines"). However, till date, no Stock Options have been
granted by the Company under the above Scheme.
There is no material change in the Scheme during the financial year
under review. Certificate from Auditors confirming that Scheme has been
implemented in accordance with the SEBI Guidelines will be placed at
the forthcoming AGM of the Company for inspection by the members.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year under review, Mr. Sunil Godhwani, Non-
Executive Director and Capt. G.P.S. Bhalla, Independent Director of the
Company have resigned from the Board of Directors of the Company with
effect from July 03, 2014. Dr. Preetinder Singh Joshi, Independent
Director of the Company has resigned from the Board of Directors of the
Company with effect from July 04, 2014. Mr. Shivinder Mohan Singh,
Non-Executive Director of the Company has resigned from the Board of
Directors of the Company with effect from February 10, 2015. Mr. Harpal
Singh, Non-Executive Director and Mr. Padam Narain Bahl, Independent
Director of the Company have resigned from the Board of Directors of
the Company with effect from March 24, 2015. The Board of Directors
placed on record its deep appreciation and gratitude for the valuable
services and guidance provided by them during their tenure as Directors
of the Company. Mr. Vikram Sahgal, Independent Director of the Company
has resigned from the Board of Directors of the Company with effect
from May 21, 2015. The Board of Directors placed on record its deep
appreciation and gratitude for the valuable services and guidance
provided by him during his tenure as Director of the Company. Mr. Atul
Mandahar was appointed as an Additional Director by the Board in the
category of Independent Non-Executive Director on July 07, 2014
pursuant to the provisions of Section 161 of the Act and the Articles
of Association of the Company. The Members of the Company at the AGM of
the Company held on September 11, 2014 approved the appointment of Mr.
Atul Mandahar as an Independent Director for a term of 5 (Five) years
with effect from July 07, 2014.
Ms. Kalpana Sinha was appointed as an Additional Director by the Board
in the category of Independent Non-Executive Director on February 10,
2015 pursuant to the provisions of Section 161 of the Act and the
Articles of Association of the Company. The Members of the Company vide
Postal Ballot dated March 31, 2015, approved the appointment of Ms.
Kalpana Sinha as an Independent Director for a term of 5 (Five) years
with effect from February 10, 2015.
Mr. Hemant Dhingra and Mr. Daljit Singh were appointed as Additional
Directors by the Board in the category of Non- Executive
Non-Independent Director on March 24, 2015 and July 30, 2015
respectively pursuant to the provisions of Section 161 of the Act and
the Articles of Association of the Company. Mr. Harjiv Singh was
appointed as an Additional Director by the Board in the category of
Independent Non-Executive Director on May 21, 2015 pursuant to the
provisions of Section 161 of the Act and the Articles of Association of
the Company. In terms of Section 161 of the Act, Mr. Hemant Dhingra,
Mr. Harjiv Singh and Mr. Daljit Singh will hold office upto the date of
the ensuing AGM of the Company. The Company has received notices in
writing from a Member along with the deposit of requisite amount
proposing Mr. Hemant Dhingra, Mr. Harjiv Singh and Mr. Daljit Singh for
appointment as Directors of the Company. The Board of Directors
recommends their appointments.
Pursuant to Section 149(10) of the Act, the Board of Directors also
recommends, the appointment of Mr. Harjiv Singh as an Independent
Director of the Company for a term of 5 (five) consecutive years from
the date of his appointment, at the ensuing AGM of the Company.
The Company has received declarations from Mr. Harjiv Singh confirming
that he meets with the criteria of independence as provided in Section
149(6) of the Act and Clause 49 of the Listing Agreement.
The brief profile of the Directors proposed to be appointed, nature of
their expertise in specific functional areas and names of companies in
which they hold directorships and memberships/ chairmanships of board
committees and shareholding (both own or held by /for other persons on
a beneficial basis) in the Company, as stipulated under Clause 49 of
the Listing Agreement, are provided in the Notice convening the AGM of
the Company.
The Company has received declarations from all the Independent
Directors of the Company that they meet with the criteria of
independence as laid down under Section 149(6) of the Act and Caluse 49
of the Listing Agreement.
Pursuant to the provisions of Section 203 of the Act, which came into
effect from April 1, 2014, Mr. Maninder Singh Grewal, Chairman and
Managing Director, Mr. Amit Gupta, Chief Financial Officer and Ms.
Shikha Rastogi, Company Secretary are the Key Managerial Personnel of
the Company.
BOARD/COMMITTEE COMPOSITION AND MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the Financial Year 2014-15, five meetings were held
by the Board of Directors. The details of composition of Board and
Committees and their meetings held during the year are provided in the
Report on Corporate Governance, which forms part of this Report. The
intervening gap between the Meetings was within the period as
prescribed under the Act and the Listing Agreement.
BOARD EVALUATION
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement, the Board has carried out performance evaluation of its own
performance, the directors individually, chairman as well as the
evaluation of the working of its Audit Committee, Nomination and
Remuneration Committee ("NRC") and Stakeholders' Relationship
Committee.
The Company had engaged an independent consultant for looking at the
best practices prevalent in the industry and advising with respect to
evaluation of Board members. On the basis of recommendations of the
consultant, following process of evaluation was followed:
Stage Procedure Remarks
I Data
Collection/ Individual Assessment:
Gathering Self evaluation forms (SEFs) were circulated to
all the Directors by the consultant. All Directors
submitted the SEFs to the consultant.
II Data
Analysis & Assessment by NRC and Independent Directors (IDs)
Discussion NRC discussed and evaluated the performance of all
Directors.
IDs evaluated the performance of all Non
Independent Directors, Chairman and Board & its
Committees.
Assessment by Board of Directors
Board of Directors evaluated the performance of
all Directors and overall performance of the Board
and its committees.
III Outcome
Recording Outcome of the discussions & analysis made by NRC
and IDs were placed before the Board for
& Reporting its consideration.
The Board gave its comments and assessment on the
evaluation process.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Senior Management and their remuneration including criteria for
determining qualifications, positive attributes, independence of a
Director etc. Details of Remuneration Policy are stated in the
Corporate Governance Report, which forms part of this Report.
PUBLIC DEPOSITS
The Company has neither invited nor accepted any deposits from public
within the meaning of Section 73 of the Act read with Companies
(Acceptance of Deposit) Rules, 2014 during the financial year under
review.
LISTING WITH STOCK EXCHANGE
The Equity Shares of your Company continue to be listed on BSE Limited
("BSE"). The Annual Listing Fee for the financial year 2015-16 has been
paid to BSE.
STATUTORY DISCLOSURES
None of the Directors of your Company is disqualified as per the
provisions of section 164(2) of the Act. The Directors of the Company
have made necessary disclosures, as required under various provisions
of the Act and the Listing Agreement.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
In view of the nature of activities which are being carried on by your
Company, the particulars as prescribed under Section 134(3)(m) of the
Act read with Rule 8 of the Companies (Account) Rules, 2014 regarding
Conservation of Energy and Technology Absorption are not applicable to
the Company and hence not been provided.
However, the Company requires energy for its operations and every
endeavor has been made to ensure the optimal use of energy, avoid
wastage and conserve energy as far as possible.
FOREIGN EXCHANGE EARNINGS AND OUTGO The Company has incurred
expenditure of Rs. 19.31 Million (Previous Year: Rs. 17.27 Million) in
Foreign Exchange and earned Rs. 139.55 Million (Previous Year: Rs. 74.75
Million) in Foreign Exchange during the financial year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (5) of the Act, the Board of Directors, based
on the representation as provided to the Board by the management,
confirm that:
(i) In the preparation of the annual financial statements for the
financial year ended March 31, 2015, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
(ii) The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015, and of the loss of the Company for
the year under review;
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) The Directors had prepared the annual financial statements for the
financial year ended March 31, 2015 on a 'going concern' basis;
(v) The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and were operating effectively; and
(vi) The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
REPORT ON CORPORATE GOVERNANCE
Your Company believes that Corporate Governance is the basis of
stakeholder satisfaction and therefore, your Board continues to be
committed to uphold the highest standards of Corporate Governance and
adhere to the requirements set out by Clause 49 of the Listing
Agreement.
A detailed Report on Corporate Governance along with the Certificate of
M/s. RB & Associates, Company Secretaries in Practice, confirming the
compliance to the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement with the BSE Limited is set
out in this Annual Report and forms an integral part of this Report.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. RRCA & Associates, Chartered Accountants (Firm
Registration No. 022107N), were appointed as Statutory Auditors of the
Company to hold office till the conclusion of the AGM to be held in the
year of 2019, subject to ratification of their appointment by the
Members at every AGM. The Company has received a written confirmation
from them to the effect that their ratification, if made, would be
within the limits as prescribed under Section 141(3)(g) of the Act and
that they are not disqualified from being re-appointed as Auditors of
the Company. Accordingly, based on the recommendations of the Audit
Committee, the Board of Directors recommends the ratification of
appointment of M/s. RRCA & Associates as Statutory Auditors of the
Company from the conclusion of the forthcoming AGM till the conclusion
of the next AGM.
STATUTORY AUDITORS' REPORT
The Statutory Auditors' Report does not contain any qualification,
reservation or adverse remark. Further, the observations of the
Auditors in their report read together with the Notes to Financial
Statements are self-explanatory and therefore, in the opinion of the
Board of Directors, do not call for any further explanation.
SECRETARIAL AUDITOR REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2015, the
Board of Directors of the Company appointed M/s. Mukesh Agarwal & Co.,
a firm of Company Secretaries in Practice as the Secretarial Auditor of
the Company to conduct the Secretarial Audit of the Company for the
financial year 2014-15.
The Secretarial Audit Report of the Company for the financial year
ended March 31, 2015, is annexed herewith as Annexure - C to this
Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Whistle Blower Policy to deal
with instance of unethical practices, fraud and mismanagement or gross
misconduct by the employees of the Company, if any, that can lead to
financial loss or reputational risk to the organization.
The Policy has been uploaded on the website of the Company & can be
accessed through the link http://www.healthfore.com/
Whistle-Blower-Policy.pdf.
INTERNAL FINANCIAL CONTROLS AND INTERNAL CONTROL SYSTEM
The Company has in place adequate systems of internal control
commensurate with its size and the nature of its operations. These
have been designed to provide reasonable assurance with regard to
recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from
unauthorised use, executing transactions with proper authorisation and
ensuring compliance of corporate policies.
To ensure that all systems and procedures are in place and order,
regular internal audit is conducted. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. The
Company has appointed M/s. Batra Sapra & Co. as the Internal Auditor of
the Company. To maintain its objectivity and independence, the Internal
Auditor reports to the Audit Committee about the Internal Audit
findings and corrective actions thereon on a quarterly basis.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information required pursuant to Section 197 of the Act read with
Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 as amended from time to time, is provided in a
separate annexure forming part of this Report. However, in pursuance of
Section 136 of the Act, this Report along with Corporate Governance
Report and Accounts are being sent to all the Members of the Company
excluding the aforesaid information and the said particulars are made
available at the Registered Office of the Company during business hours
on working days of the Company upto the date of the ensuing AGM. The
Members desirous of obtaining such particulars may write to the Company
Secretary of the Company. Disclosures pertaining to remuneration and
other details as required pursuant to Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed herewith as Annexure - D
and forms part of this Report. The details of remuneration paid to the
Directors of the Company are given in Form No. MGT-9 annexed as
Annexure - A to this Report.
HUMAN RESOURCES
Our employees are the most valuable assets of the Company. The Company
draws its strength from a highly engaged and motivated workforce; hence
a large part of our management focus is to care and support our
employees. Learning and development offerings are customized for each
phase of the employee life cycle, and span all career levels, skill and
domain groups. We continually strive to provide our employees with
competitive and innovative compensation packages. Individual and
organizational capability building remained one of the strategic focus
areas. The workforce management strategy was executed optimally to
deliver a sustained utilisation rate throughout the year helping
business grow while maintaining employee costs at the desired level.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the Work Place
(Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this
policy. No case has been reported during the financial year under
review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its operations in future.
ACKNOWLEDGEMENTS
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the Bankers, Regulatory
Authorities, Stakeholders including Financial Institutions, Customers
and other business associates who have extended their valuable
sustained support and encouragement during the financial year under
review.
Your Directors also gratefully acknowledge and appreciate the
commitment displayed by all executives, officers and staff at all
levels of the Company towards the success of the Company.
For and on behalf of the Board
For HealthFore Technologies Limited
(Formerly Religare Technologies Limited)
Sd/-
Place : New Delhi Maninder Singh Grewal
Dated : July 30, 2015
Chairman and Managing Director | 