To,
The Members,
HealthFore Technologies Limited
Your Directors have immense pleasure in presenting this 8th Annual Report on
the business and operations of the Company along with the Audited Financial Statements for
the financial year ended March 31,2017.
FINANCIAL HIGHLIGHTS
The brief highlights of financial results of the Company for the Financial Years
2016-17 and 2015-16 are as under:
| Particulars |
2016-17 |
2015-16 |
| Total Income |
186.40 |
229.15 |
| Total Expenditure |
1076.09 |
965.12 |
| Profit/ (Loss) before Tax |
(889.69) |
(735.97) |
| Profit/ (Loss) after Tax |
(889.69) |
(735.97) |
| Balance brought forward from previous year |
(4612.15) |
(3876.18) |
| Impact due to change in useful life of fixed assets in accordance with provisions of
Companies Act, 2013 |
|
- |
| Other Adjustments |
|
- |
| Balance carried to Balance Sheet |
(5501.18) |
(4612.15) |
BUSINESS OVERVIEW
The total turn over of the company for the Financial Year 201617 was 186.40 Million.
During the financial year under review, your Company continued to focus on its core
products i.e. Hospital Information and Management Systems ("HIS") and Magnum
Imaging. New functionalities like pre-authorization flow and Medical Coding were
incorporated in Magnum Infinity. The e-claims flow for insurance claim management for
Middle East market was also upgraded according to the latest market requirements during
2016-17.
With a focus on addressing emerging needs of the imaging market, your Company undertook
new initiatives to address areas like Advanced Imaging, Imaging market place and
Artificial intelligence on certain specialties. New features were added to Magnum Imaging
such as DICOM Universal viewer, CathLab Workstation, Image Sync for low bandwidth,
advanced feature in 3D Imaging - Gantry Removal, Bone Removal, 3D Segmentation, Cloud
Object-based Storage, and Collaboration Tool with Image Viewer. This year, your Company
launched PACS on cloud and undertook various promotional activities like lead generation,
advertising in industry magazines like Express Healthcare, and Doctors App Curofy to
expand reach and awareness.
During the year, your Company followed rollout of Magnum Infinity HIS and Magnum
imaging with new change requests and product upgrades in multiple facilities of Anglo
Arabian Healthcare group in UAE and Lusaka Medical Center, Zambia. Your Company was also
active in the Indian market with Magnum Infinity HIS and Magnum Imaging successfully
rolled out in Villoo Poonawalla Hospital in Pune, Maharashtra, and started Phase II in
PIMS Jalandhar IPD along with financial modules.
Magnum Imaging was also rolled out in Asram Hospital, Vijayawada, a 1,000 bedded
Teaching Hospital and in Rainbow Children Hospital, Marathahalli, where it was rolled out
for their medical imaging archival and viewing across the organization. Further, both the
products also delivered GST to Indian customers on 1st of July with Phase 1 requirement.
HealthFore also entered new market regions - Myanmar and Bahrain, which will roll out in
2017- 18.
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 Indias healthcare industry (which includes
hospitals, medical infrastructure, medical devices, clinical trials, outsourcing,
telemedicine, health insurance and medical equipment) is worth around US$ 100 billion and
is expected to grow to US$ 280 billion by 2020, indicating a CAgR of almost 23% (according
to the 6th edition of Deloitte Touche Tohmatsu India Pvt. Ltd.s yearly
prediction report). Healthcare Information Technology (IT) market is valued at US$ 1
billion and is expected to grow 1.5 times by 2020.
(Sources:http://www.livemint.com/PoliticsDTNiuBiZ5PeSEzh3iZCeBK/
Healthcare-Digital-adoption-to-drive-growth.html;
https://www.ibef.org/industry/healthcare-india.aspx)
Healthcare technology changes will be rapid and in some parts of the world, disruptive
to established healthcare 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. A significant development in
healthcare will be in the area of predictive healthcare analytics wherein the vital
parameters of a human body can be monitored and alerts raised if a negative trend is
detected. 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 2016-17, with restructuring the
management structure as well as focusing on profitable product lines, your Company is
ready for a cycle of sustained growth.
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, 2017. Accordingly, there has been no transfer to general reserves.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2016-17 AND THE DATE OF THE REPORT
Subsequent to the financial year ended March 31, 2017, there have been no material
changes and commitments affecting the financial position of the Company, which have
occurred between the end of the financial year 2016-17 and the date of the Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the financial year under review, as
stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), is presented in a separate
section and forms an integral part of this Report.
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, GUARANTEES AND INVESTMENTS
The particulars of loans, guarantees or investments 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 arms 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 in the financial year. The details of the transactions with related
parties are provided in the notes to accompanying financial statements.
All Related Party Transactions are placed before the Audit Committee for approval as
required under Regulation 23 of Listing Regulations. 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
Companys 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-a-vis the
Company except to the extent of sitting fees paid to them as approved by the Board of
Directors.
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.
RISK MANAGEMENT POLICY
The Company has developed and implemented a Risk Management Policy to mitigate various
risks that can impact the Companys ability to achieve its strategic objectives. 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 ensuing AGM of the Company for inspection by the
members.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Varun Sood was appointed as an Additional Director by the Board in the category of
Executive Non-Independent Director on May 02, 2017 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. Varun Sood will hold office upto the date of the ensuing AGM of the Company.
The Company has received notice in writing from a Member along with the deposit of
requisite amount proposing Mr. Varun Sood for appointment as Director of the Company. The
Board of Directors recommends his appointment.
Mr. Sood was also appointed as Managing Director of the Company w.e.f. May 02, 2017.
Board of directors have also recommended for approval of shareholder for said appointment
pursuant to the provision of Part III of Schedule V of the Companies Act, 2013.
In terms of the provisions of Section 152 of the Act and the Articles of Association of
the Company, Mr. Hemant Dhingra, Non-Executive Non-Independent Director, is liable to
retire by rotation at the ensuing AGM of the Company and being eligible has offered
himself for re-appointment. The Committee and the Board of Directors recommends his
re-appointment.
The brief resume of the Directors seeking appointment and re-appointment along with
other details as stipulated under Regulation 36(3) of the Listing Regulations and
Secretarial Standards issued by ICSI, 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 Regulation 16 of Listing Regulations.
Accordingly, pursuant to the provisions of Section 203 of the Act, Mr. Varun Sood,
Managing Director, Mr. Amit Gupta, Chief Financial Officer and Ms. Shikha Rastogi, Company
Secretary are the Key Managerial Personnel of the Company as on March 31, 2017.
Mr. Varun Sood stepped down from the post of Chief Executive Officer and was appointed
as Managing Director and designated as one of the Key Managerial Personnel of the Company
w.e.f. May 02, 2017.
Ms. Shikha Rastogi Resigned from the post of Company Secretary and Compliance Officer
of the Company w.e.f 31st May 2017.
BOARD/COMMITTEE COMPOSITION AND MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. The
Board of Directors of the Company met 4 (Four) times during the financial year 2016-17.
The details of composition of Board and Committees and their meetings held during the year
under review are provided in the Report on Corporate Governance, which forms part of this
report. The intervening gap between two meetings of the Board was within the period
prescribed under the Act and Regulation 17 of the Listing Regulations.
BOARD EVALUATION
Pursuant to the provisions of the Act and Listing Regulations, 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. Following
process of evaluation was followed:
| S. No. |
Process |
Remarks |
| 1. |
Individual Self- Assessment |
Self-evaluation forms were shared and completed by the Directors and submitted to the
Chairperson of NRC. |
| 2. |
One to One discussion |
Program Coordinators were authorised to interact with each member to assess
performance, invite direct feedback and seek inputs to identify opportunities for
improvement. |
| 3. |
Board Evaluation for the Board, NRC and of Independent Directors ("IDs") |
Using the Self-Assessment feedback and output from the one to one discussions, the
formal Board Evaluation Process was conducted. A compilation of the individual
selfassessments and one to one discussions were placed at the meeting of the NRC, the IDs
and the Board of Directors, held on February 08, 2017 for them to review collectively and
include as additional feedback to the formal process completed in the meetings. |
| 4. |
Final recording and reporting |
Based on the above, a final report on Board Evaluation was collated, presented and
tabled at a meeting of the Board of Directors. The report also noted best practices in
certain areas and considered opportunities for improvement. |
PROPOSED SCHEME OF AMALGAMATION BETWEEN HEALTHFORE TECHNOLOGIES LIMITED AND OSCAR
INVESTMENTS LIMITED AND THEIR RESPECTIVE SHAREHOLDERS AND CREDITORS
The Board of Directors of The Company at their meeting held on December 14, 2015 have
approved the Scheme of Amalgamation between HealthFore Technologies Limited and Oscar
Investments Limited and their respective shareholders and creditors, under Sections 391 to
394 and other applicable provisions of the Companies Act, 1956.
We believe that the proposed Amalgamation will build a stronger and sustainable
business and enhance the potential for future growth. It will strengthen the competitive
position of the combined entity and would result in increased shareholders value of both
the companies.
The Shareholder, Secured and Unsecured Creditors have also approved the scheme at their
respective meetings as convened by the National Company Law Tribunal ("NCLT) and now
it is pending for final hearing at NCLT.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel 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 2017-18 has been paid to BSE.
STATUTORY DISCLOSURES
None of the Director 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 Regulations.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
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.
The Company has incurred expenditure of Rs. 4.12 Million (Previous Year: Rs. 8.66
Million) in Foreign Exchange and earned Rs. 45.47 Million (Previous Year: Rs. 60.07
Million) in Foreign Exchange during the financial year under review.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3) 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, 2017, 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, 2017, 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, 2017 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, the Company continues to be committed to uphold the highest
standards of Corporate Governance and adhere to the requirements set out by the Listing
Regulations.
A detailed Report on Corporate Governance along with the Certificate of M/s. Shashank
Sharma & Associates, Company Secretaries in Practice, confirming the compliance to the
conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement for
the period April 1,2016 to to March 31, 2017, 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 there under,
M/s. Ravi Rajan & Co., Chartered Accountants (Firm Registration No. 009073N), 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 of the Company recommends the ratification of appointment of M/s. Ravi Rajan
& Co. 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.
DETAILS OF FRAUD REPORTABLE BY STATUTORY AUDITOR TO BOARD
Basis the confirmations reported to the Board in this regard, there were no instances
of fraud, misfeasance or irregularity detected and reported in the Company during the
financial year 2016-17 by the Statutory Auditors of the Company pursuant to Section
143(12) of the Act.
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 2016-17.
The Secretarial Audit Report of the Company for the financial year ended March 31,2017,
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 in place a vigil mechanism named Whistle Blower Policy for Directors
and employees of the Company to report their genuine concerns and to deal with instances
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. Internal Audit of the Company during FY 2016-17 was conducted
by M/s. KPMG .The Company has appointed M/s. VMA & Associates as the Internal Auditor
of the Company for FY 2017-18. 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, pursuant to Section 136 of the Act, this Report along with Corporate Governance
Report and Financial Statements 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 |
|
Sd/- |
Sd/- |
| Place : New Delhi |
Varun Sood |
Hemant Dhingra |
| Date : August 16, 2017 |
Managing Director |
Director |
+91-9892691696
