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Directors Report of Healthfore Technologies Ltd.

Mar 31, 2014

Dear members,

The Directors have immense pleasure in presenting this 5th Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2014.

FINANCIAL HIGHLIGHTS

The brief highlights of financial results of the Company for the Financial Years 2013-14 and 2012-13 are as under:

(Rs. in Million) Particulars 2013-14 2012-13

Total Income 299.77 312.13

Total Expenditure 955.48 991.03

Profit/(Loss) before Tax (655.71) (678.90)

Profit/(Loss) after Tax (655.71) (678.90)

Balance brought forward from (2,622.50) (1,943.60)

previous year

Balance carried to Balance Sheet (3,278.21) (2,622.50)



BUSINESS OVERVIEW

The total Income of the Company is Rs. 299.77 Million during the financial year 2013-14 as against the total Income of Rs. 312.13 Million in the previous financial year 2012-13. However, the total expenditure is Rs. 955.48 Million as against Rs. 991.03 Million in the previous year. The Loss after Tax is Rs. 655.71 Million during the financial year 2013-14 as against Rs. 678.90 Million in the previous financial year. Therefore, the Company has reduced its Loss after Tax by approximately 3.42%.

During the year under review, your Company continued its focus on its two core lines of business i.e. Health and the Hospital Information and Management Software.

Your Company achieved a significant milestone with the implementation of Tele-Radiology project in Assam in 8 districts. 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. The project was inaugurated in October 2013 by Mr. Ghulam Nabi Azad, Minister of Health, India in the presence of the CM and other dignatories.

Your Company have implemented the Infinity product in Pushpanjali Cross lay Hospital, Ghaziabad, UP and have been awarded for implementation in UCL Health Care System Limited. As an IT product company in the Health Care 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 now address over 20 countries in Africa/Middle East and APAC.

FUTURE OUTLOOK

With Infinity in stable and working in a major hospital, we have been able to prove that we have developed a new ground breaking product. It is also live in sites in the Middle east and we have got orders for a major installation in Nigeria also.

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.

(Source: http://www2.deloitte.com/content/dam/Deloitte/dk/ Documents/life-sciences-health-care/Global- health-care- 2014.pdf)

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 company is developing services and solutions for addressing the government initiatives in public healthcare and is now an active participant in tenders for Health and EMR services in many states.

Your Board is confident that with the steps taken in FY 2013-14, with restructuring the management structure as well as focusing on profitable product lines, your Company is now ready for a cycle of sustained growth.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and analysis report for the financial year under review, as spipulated under Clause 49 of the Listing Agreement with the BSE Limited, is presented in a separate section and forms part of the Directors'' Report.

DIVIDEND

Keeping in view the losses of the Company during the financial year under review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2014.

AWARDS AND RATINGS

Your Company has received recognition from Industry by way of several awards & ratings during the period under review including the following:

* The Company has been awarded the "Amity Leadership Award for Business Excellence in IT solutions to Healthcare Sector" by Amity School of Engineering and Technology in association with EMC Corporation.

* The HAPS division of Health Fore, along with the support functions, has been awarded the ISO 9001:2008 certification in October 2013 after an extensive Audit conducted by TUV Rheinland.

EMPLOYEE STOCK OPTION SCHEME

The Members of the Company at their Annual General Meeting held on September 13, 2013 had approved Health Fore Employee Stock Option Scheme-2013 for the eligible employees/Directors of the Company. However, till date, no Stock Options have been granted by the Company under the above Scheme.

CHANGE IN CAPITAL STRUCTURE

During the period under review, there has been no change in the Share Capital of the Company.

DIRECTORS

During the period 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. 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. The Members of the Company at their Annual General Meeting ("AGM") held on September 13, 2013 approved the re- appointment of Mr. Maninder Singh Grewal as Managing Director of the Company for a period of three years with effect from October 11, 2013 subject to the approval of the Central Government which was further approved by the Central Government vide its Order dated January 24, 2014.

Mr. Maninder Singh Grewal, Managing Director, was appointed as Chairman and Managing Director of the Board of Directors of the Company with effect from November 08, 2013.

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 Companies Act, 2013 ("Act") and Articles of Association of the Company. Mr. Atul Mandahar will hold office of the Additional Director up to the date of the ensuing AGM. The Company has received requisite notice in writing from a member of the Company proposing Mr. Atul Mandahar for appointment as a Director of the Company.

As per section 149(4) of the Act, which came into effect from April 1, 2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors who shall not be liable to retire by rotation. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term of up to 5 (five) consecutive years on the Board of a Company. Accordingly, in compliance with the provisions of Section 150(2) read with Section 149(10) of the Act, the Board of Directors recommends the appointment of Mr. Atul Mandahar, Mr. Padam Narain Bahl, Mr. Vikram Sahgal and Mr. Rama Krishna Shetty as Independent Directors of the Company to hold office as per their tenure (not being more than 5 years) of appointment mentioned in the Notice of the ensuing AGM of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as provided in Section 149(6) of the Act.

In terms of the provisions of Section 1 52 of the Act and the Articles of Association of the Company, Mr. Shivinder Mohan Singh is liable to retire by rotation and further being eligible, offers himself for re-appointment at the ensuing AGM. The Board of Directors recommends his re-appointment.

The brief profile of the Directors proposed to be appointed/re- 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 entered into with BSE Limited, are provided in the notice convening the AGM of the Company.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the period 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 2014-15 has been paid to the BSE.

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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

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

Your Company has incurred expenditure of Rs. 17.27 Million (Previous Year: Rs. 17.94 Million) in Foreign Exchange and earned Rs. 74.75 Million (Previous Year: Rs. 78.48 Million) in Foreign Exchange during the period under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors 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 as at March 31, 2014, and of the loss of the Company for the year under review.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

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 with the BSE Limited.

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 part of the Annual Report.

AUDITORS

M/s. RRCA & Associates, Chartered Accountants (Firm Registration No. 022107N), retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the limits prescribed under Section 141(3) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made thereunder, it is proposed to appoint M/s. RRCA & Associates as statutory auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting of the Company to be held in the year 2019, subject to ratification of their appointment by members at every Annual General Meeting.

AUDITORS'' REPORT

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 Directors, do not call for any further explanation.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 by qualified chartered accountants and the Audit Committee of the Board were apprised of the Internal Audit findings and corrective actions are taken on a quarterly basis.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, shall form part of the Directors'' Report. However, in pursuance of Section 219(1)(b)(iv) 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. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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.

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 Board For Health Fore Technologies Limited (Formerly Religare Technologies Limited)

Sd/- Maninder Singh Grewal Chairman & Managing Director

Place : New Delhi Date : August 05, 2014


Mar 31, 2013

Dear Members,

HealthFore Technologies Limited

The Directors have pleasure in presenting the 4th Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2013.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Years 2012-13 and 2011-12 is summarized below:

(Rs. in Million) Particulars 2012-13 2011-12

Total Income 317.76 791.70

Total Expenditure 996.66 1,521.04

Profit/ (Loss) before Tax (678.90) (729.34)

Profit/ (Loss) after Tax (678.90) (729.34)

Balance brought forward from (1943.60) (1,214.26) previous year

Balance carried to Balance Sheet (2622.50) (1,943.60)

BUSINESS OVERVIEW

The total Income of the Company is Rs. 317.76 Million during the financial year 2012-13 as against the total Income of Rs. 791.70 Million in the previous financial year 2011-12. However, the total expenditure is Rs. 996.66 Million as against Rs. 1,521.04 Million in the previous year. The Loss after Tax is Rs. 678.90 Million during the financial year 2012-13 as against Rs. 729.34 Million in the previous financial year. Therefore, the Company is reduced its Loss after Tax by approximately 6.92%.

During the year under review, your Company continued its focus on its two core line of businesses i.e. mHealth and the Hospital Information and Management Software.

On the product business, your company successfully released the Infinity version of Magnum HIS and is working on multiple parallel implementations of the same. Alongside, focused efforts are underway to release the next enhanced version of Infinity that will have integrated functionality to support an enterprise wide cloud EMR with front office and back office functionality for multi-site hospital providers. The Magnum Imaging solution (PACS) is now integrated with Infinity as a single offering to help healthcare providers seamless operations of their in-house diag- nostic centers. 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 now address over 20 countries in Africa/Middle East and APAC.

MediPhone, the service that your company launched last year, provides health advice to Airtel subscribers over the phone by dialing 54445, continues to scale up and has achieved opera- tional stability and efficiencies. MediPhone is now being aug- mented to offer specific disease services like diabetes, mens` health and holds promise to establish itself as a leader in tele triage. The service is also being expanded to cover corporate customers.

The HealthLine24x7 initiative that was operating across 11 cities has been re-engineered to reflect current technology and uses social media and web initiatives as a means of reaching its sub- scribers. The service is being revamped and HL24x7 model is completely web enabled and has been engineered to work with MediPhone as a complementary service.

Your Company had achieved another significant milestone with the award of Tele-Radiology project in Assam. An innovative solution that will provide physicians in 11 district hospitals across Assam, instant access to X-rays and CT Scans through Regional Diagnostic Centers. These will be linked with a dedicated Data Center in Guwahati. Radiologists will have the ability to perform expert diagnostic advice on a 24x7 basis remotely from location outside the state and render diagnostic reports in time for the treating physicians to save human lives. Your company will provide the required infrastructure, connectivity as well as manpower to implement this solution including trained radiologists. The backbone of the solution will use path-breaking Magnum Imaging PACS for Radiology Imaging, storage, encryption and compression.

FUTURE OUTLOOK

Analysts estimate US HealthCare spend at $2.5 trillion, projected to be $4.6 trillion by 2020. The Outsourcing opportunity in US HealthCare is expected to be around $24 billion over the next 4-5 years. India and the Middle East, though small contributors, are two of the fastest growing markets with expected CAGR of 22% and 16% respectively.

The industry presents tremendous opportunities for healthcare IT. One reason for Cognizant''s high growth rate is the share and growth that Healthcare IT has in its revenues. Nasscom has recognized HealthCare IT as a new growth segment for the ICT Industry and your company has an early lead in the segment, which is now also the focus for TCS, Wipro, HCL and most other technology service companies.

The Company''s directions in HealthCare IT and IT Products and Services surrounding the HealthCare segment align with high growth sectors. Your Company will be able to draw synergies from its promoter group interests in this sector and will be one of the few IT Companies with such access to a niche domain and combining ICT technology with medicine, has a unique position in the IT Industry. The Healthcare Sector and HealthCare IT is one of the few areas less affected by global economic fluctuations and turmoil and your Company in a short span of 3 years is now positioned to address this.

We intend to focus on emerging markets and high growth economies where the need for such products and services is high. Your company is developing services and solutions for addressing the government initiatives in public healthcare and is now an active participant in tenders for eHealth and EMR services in many states. Also our unique positioning of providing IT solutions for continuum of care to ACOs will help in higher margin business compared to other niche HCIT players in the market.

Your Board is confident that with the steps taken in FY 2012-13 and the realignment and focus on HealthCare IT, your Company is now ready for a cycle of sustained growth.

DIVIDEND

Keeping in view the losses of the Company during the year un- der review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2013.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the period under review.

LISTING OF EQUITY SHARES

The Equity Shares of your Company continue to be listed on the BSE Limited (BSE). The Annual Listing Fee for the Financial Year 2013-14 has been paid to the BSE.

CHANGE OF NAME AND ALTERATION IN OBJECT CLAUSE

Name of the Company was changed from Religare Technologies Limited to HealthFore Technologies Limited w.e.f. April 29, 2013.

The said change has been made with a view to reflect the Healthcare IT line of business of the Company.

The main object clause of the Memorandum of Association of the Company was also altered in order to show this domain service area in healthcare IT.

Further, your Board recommended the Alteration in the Object Clause of the Memorandum of Association (MOA) of the Company, so as to include the specific clauses in the MOA to show the domain service areas in Healthcare IT sector and also to provide a brief detail of product and services provided / to be provided by the Company in said sector.

The shareholders of the Company approved the above-mentioned matters on April 12, 2013 through postal ballot and the Registrar of Companies, NCT of Delhi & Haryana has approved the change of name of the Company from Religare Technologies Limited to its current name on April 29, 2013.

CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction and therefore, your Board is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchange.

A detailed report on Corporate Governance along with the Certificate from M/s Shashank Sharma & 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 Stock Exchange forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section and forms part of the Directors'' Report.

DIRECTORS

Dr. Amit Varma, Director of the Company has resigned from the Board with effect from December 21, 2012. The Board of Directors places on record their appreciation for the valuable services and guidance provided by him during his tenure as Director of the Company.

Further, in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Harpal Singh, Mr. Vikram Sahgal and Mr. R. K. Shetty, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Board of Directors at its meeting held on August 06, 2013 (based on the recommendations of the Remuneration Committee) approved the re-appointment of Mr. Maninder Singh Grewal as Managing Director of the Company for a period of three years with effect from October 11, 2013 subject to the approval of the Members of the Company and the Central Government.

The brief profile of the Directors, proposed to be re-appointed, nature of their expertise in specific functional areas and name of companies in which they hold directorship including member- ship/chairmanship of board committees and number of shares held in the Company are provided in the Report on Corporate Governance forming partof the Annual Report as per the require- ment of Clause 49 of 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 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

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

Your Company has incurred expenditure of Rs. 17.94 Million (Previous Year: Rs. 5.36 Million) in Foreign Exchange and earned Rs. 78.48 Million (Previous Year: Rs. 68.90 Million) in Foreign Exchange during the year under review.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors 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 as at March 31, 2013, and of the loss of the Company for the year;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregulari- ties; and

(iv) The Directors have prepared the annual accounts for the year ended March 31, 2013 on a ''going concern'' basis.

AUDITORS

M/s RRCA & Associates (Firm Registration No. 022107N), Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITOR''S REPORT

With reference to adverse remarks in Clause IX (a) and (b) of Annexure to Auditor`s Report for the financial year ended March 31, 2013, we would like to state that we have reconciled our total liability towards Professional Tax & Labour Welfare Fund and have paid the required dues in full vide cheques. However, in few cases, the same has not yet been encashed by the authori- ties. We have been following up with the authorities and expect that the same will be resolved soon.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 re- gard to recording and providing reliable financial and opera- tional information, complying with applicable statutes, safeguard- ing assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance of corporate policies.

The audit committee reviews audit reports submitted by the internal auditors. Suggestions for improvement are considered and the audit committee follows up on corrective action. The audit committee also meets the Company''s statutory auditors to ascertain, inter alia, their views on the adequacy of internal control systems in the Company and keeps the Board of Directors informed of its major observations periodically.

Further, the CEO and CFO certification provided in the CEO and CFO certification section of the Annual Report discusses the adequacy of our internal control systems and procedures.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1956 (the Act) read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Director''s Report. However, in pursuance of Section 219(1)(b)(iv) of the Act, this Report is 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. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

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 fo- cus is to care and support our employees. Learning and devel- opment 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 organisational 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.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors appreciate and value the contributions made by every member of the HealthFore family.

For and on behalf of Board

For HealthFore Technologies Limited

(Formerly Religare Technologies Limited)

Sd/- Sd/-

Maninder Singh Grewal Sunil Godhwani

Managing Director Director

Place : New Delhi

Date : August 06, 2013


Mar 31, 2012

To The Members of Religare Technologies Limited

The Directors present the 3rd Annual Report on the business and operations of the Company along with the Audited Accounts for the financial year ended March 31, 2012.

FINANCIAL PERFORMANCE

The financial performance of the Company for the Financial Years 2011-12 and 2010-11 is summarized below:

(Rs. in Million)

Particulars 2011-12 2010-11

Total Income 791.70 946.71

Total Expenditure 1,521.04 1,648.37

Profit/ (Loss) before Tax (729.34) (701.66)

Profit/ (Loss) after Tax (729.34) (701.66)

Balance brought forward (1,214.26) (512.60) from previous year

Balance carried to Balance (1,943.60) (1,214.26) Sheet

BUSINESS OVERVIEW

The total Income of the Company is Rs. 791.70 Million during the financial year 2011-12 as against the total Income of Rs. 946.71 Million in the previous financial year 2010-11. However, the total expenditure is Rs. 1521.04 Million as against Rs. 1648.37 Million in the previous year.

During the year under review, your Company had launched mHealth initiative with HealthLine24x7, a free service backed by revenues from subscriptions from the healthcare providers like doctors, path labs, radiology clinics, etc. This is a first time that this kind of service is launched in India and revenue models for the same are still being refined and with sustained effort and a fine team, your Company will be leaders in this segment having got the first mover advantage.

Your Company had achieved another significant milestone with the commencement of MediPhone services in association with Airtel and MediBank, Australia. This is a Value Added service where the caller is charged a fixed sum for advice and other healthcare related services from a qualified healthcare professional. Any one calling 54445 can avail of this service at nominal charges.

Both the above models had degrees of success and with Airtel's base of 160 million active subscribers and over 900 million mobile connections in India, these models will lead to significant revenues and it's a matter of time before the concepts become acceptable to the mobile subscribers.

FUTURE OUTLOOK

Analysts estimate US HealthCare spend at $2.5 trillion projected to be $4.6 trillion by 2020. The Outsourcing opportunity in US HealthCare is expected to be around $ 24 billion over next 4-5 years. To give shareholders an idea of the Healthcare sector and the growth it is providing to IT Companies, we would like to highlight that Healthcare IT is contributing 2 7% of total revenue of Cognizant and grown at pace of 38% in 2011 in comparison for the quarter ending December 2011, Healthcare and life sciences contributed 5.3% to Tata Consultancy Services revenue while the figure was 10% for Wipro Limited. The segment contributed 1.8% to Infosys Limited revenue and HCL's healthcare division contributed 8.3%. Congnizant's growth is thus largely due to the significant size of its healthcare portfolio. (Source: ET March 11, 2012)

In Middle East and Africa, HealthCare spending by healthcare providers would be $ 4.8 billion by 2015, growing at a CAGR of 4.5 % from $ 4.0 billion today. Healthcare IT spent in India is expected to grow from $274.2 million in 2009 to $0.9 billion in 2015, growing at a CAGR of 22% from 2009-2013.

Your Company is developing services and solutions for addressing the government initiatives in public healthcare and is now an active participant in tenders for 104 to 108 services in many states. Being relatively a new comer, your Company is working very hard to ensure that we get a significant share of this spent.

The Company's directions in HealthCare IT and IT Services surrounding the HealthCare segment align with high growth sectors. Your Company will be able to draw significant synergies from its promoter group interests in this sector and will be one of the few IT Companies with such access to a niche domain and combining ICT technology with medicine, has a unique position in the IT Industry. The Healthcare Sector and HealthCare IT is one of the few areas less affected by global economic fluctuations and turmoil and your Company in a short span of 2 years is now positioned to address this. 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 2011-12 and the realignment and focus on HealthCare IT, your Company is now ready for a cycle of sustained growth.

DIVIDEND

Keeping in view the losses of the Company during the year under review, your Directors have decided not to recommend any dividend for the financial year ended March 31, 2012.

FIXED DEPOSITS

The Company has neither invited nor accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules, 1975 during the period under review.

LISTING OF EQUITY SHARES OF THE COMPANY

The Board is pleased to inform that the Equity Shares of your Company got listed on BSE Limited (BSE) and trading of the Equity Shares of the Company commenced with effect from August 22, 2011. The Scrip ID of the Company is RTL and the Scrip Code is 533525.

The Annual Listing Fee for the Financial Year 2012-13 has been paid to the BSE.

CORPORATE GOVERNANCE

Your Board is committed to uphold the highest standards of Corporate Governance and adhere to the requirements set out by Clause 49 of the Listing Agreement with the Stock Exchange.

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 is set out in this Annual Report and forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in a separate section and forms part of the Directors' Report.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Mr. Shivinder Mohan

Singh, Mr. Sunil Godhwani and Mr. Padam Narain Bahl, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The brief profile of the Directors who are retiring by rotation and recommended for re-appointment, nature of their expertise in specific functional areas and name of companies in which they hold directorship including membership/chairmanship of board committees and number of shares held in the Company are provided in the Report on Corporate Governance forming part of the Annual Report as per the requirement of Clause 49 of 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 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

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

Your Company has incurred expenditure of Rs. 5.36 Million (Previous Year: Rs. 3.17 Million) in Foreign Exchange and earned Rs. 68.90 Million (Previous Year: Rs. 51.40 Million) in Foreign Exchange during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that:

(i) In the preparation of the annual accounts for the year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) The Directors 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 as at March 31, 2012, and of the loss of the Company for the year;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) The Directors have prepared the annual accounts for the year ended March 31, 2012 on a 'going concern' basis.

AUDITORS

M/s RRCA & Associates (Firm Registration No. 022107N), Chartered Accountants, retires as Statutory Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Statutory Auditors, if re-appointed.

AUDITORS' REPORT

With reference to adverse remarks in Clause IX (a) and (b) of Annexure to Auditors' Report for the financial year ended March 31, 2012, we would like to state that for availing the Professional Tax & Labour Welfare Fund registration number/s it is mandatory to have registered offices with respective Municipal Corporations. Most of the employees in our company were deputed at client locations and we did not have the registered offices for further availing the registration number/s because of which the payments could not be deposited.

We have reconciled our total liability towards Professional Tax & Labour Welfare Fund and are closely working with compliance vendor to ensure to deposit the pending liability with respective Municipal Corporation/s by 30th September, 2012.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's internal control system comprises audit and compliance in-house supplemented by internal audit checks. In view of the diversified activities, safety of large volumes of data, system and process is a challenge for the Company. The Company has an internal control mechanism to find the areas of internal control weaknesses and to take remedial measures to remove the deficiencies, wherever noticed and at the same time to identify the areas of strength and to ensure continual of the same.

To ensure efficiency of the Internal Audit, the Audit Committee of the Board is kept apprised of such checks and follow-up measures taken.

STATEMENT OF PARTICULARS OF EMPLOYEES

Statement of Particulars of Employees as required under Section 217(2A) of the Companies Act, 1 956 (the Act) read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of the Directors' Report. However, in pursuance of Section 219(1)(b)(iv) of the Act, this Report is 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. The Members desirous of obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

ACKNOWLEDGEMENTS

Your Directors wish to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Authorities, Stakeholders including Customers and other business associates who have extended their valuable support and encouragement during the year under review.

Your Directors also wish to place on record their appreciation for the dedication and commitment displayed by all executives, officers and staff at all levels of the Company.

For and on behalf of the Board

For Religare Technologies Limited

Sd/- Sd/-

Maninder Singh Grewal Sunil Godhwani Managing Director Director

Place : New Delhi

Date : July 31, 2012

 
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