To,
The Members,
Your Directors take pleasure in presenting 7th (Seventh) Annual Report of your Company together with the Audited Financial Statement for the year ended 31st March, 2024.
1. Financial Performance of the Company:
(Rupees in Lakhs)
-
2. Details of the Subsidiaries, Associate and Joint Ventures:
The Company does not have any Joint Venture or Associate Company as on 31st March, 2024. The statement containing salient features of the financial statements of the Company's subsidiary is given in Form AOC-1 as an Annexure-I to this Directors' Report.
The highlights of performance of subsidiaries and their contribution to the overall performance of the Company during the financial year is given under the consolidated financial statements forming part of the Annual Report.
During the year under review, none of the companies ceased to be a subsidiary of the Company.
3. State of the Company's Affairs:
The Company has earned total income on a standalone as well as consolidated basis of INR 4,014.33 Lakhs against the income of previous year of INR 3,297.42 Lakhs. The expenses incurred during the year are INR 3,979.75 Lakhs [Previous Year: INR 3,028.27 Lakhs] on standalone basis and INR 3,980.36 Lakhs [Previous Year: INR 3,028.33 Lakhs] on consolidated basis. After meeting all the expenses, your Company has earned a total profit after tax of INR 19.37 Lakhs [Previous Year: 194.87 Lakhs] on standalone basis and INR 18.76 Lakhs [Previous Year: 194.82 Lakhs] on consolidated basis.
Your Directors are expecting better business opportunities in the coming year, which may lead to expansion and diversification of the business of the company.
4. Transfer to Reserve:
During the Financial Y ear 2023-24, the Company has not transferred any amount to the general reserve.
5. Change in the Nature of Business, if any:
During the Financial Year, the Company has not changed nature of its business activity at any point of time between the Financial Year.
6. Allotment and listing of shares:
The Company made an Initial Public Offer (IPO) and allotment of 8,49,600 equity shares of INR 79 each including face value of INR 10 each and premium of INR 69 each. All the existing and newly issued equity shares through IPO (total 31,42,800 equity shares) got listed on National Stock Exchange (NSE) (Capital Market segment) EMERGE SME Platform w.e.f. 02nd February, 2024 vide NSE Circular Ref. No.: 0191/2024 dated 02nd February, 2024.
7. Share Capital:
The Authorized Share Capital of the Company as on 31st March, 2024 was INR 4,05,00,000 divided into 40,00,000 (Forty Lakhs) Equity Shares of INR 10/- (Rupees Ten Only) each and 50,000 (Fifty Thousand) 0.001% Optionally Convertible Preference Shares of INR 10/- (Rupees Ten Only) each. Subsequent to IPO, the Issued, Subscribed and Paid-Up Share Capital of the Company as on 31st March, 2024 was INR 3,14,28,000 divided into 31,42,800 (Thirty-One Lakhs Forty-Two Thousand Eight Hundred) Equity Shares of INR 10/- (Rupees Ten Only) each.
8. Material Changes and Commitments, if any:
a. The Company has issued and allotted 100 Senior, Unrated, Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) approved through Extra-Ordinary General Meeting dated 22nd April, 2024, against which both the Promoters have pledged 1,12,500 equity shares each from their respective shareholding as collateral for the issuance of NCDs.
b. The Company has issued and allotted 125 Senior, Unrated, Unlisted, Secured, Redeemable Non- Convertible Debentures (NCDs) approved through Extra-Ordinary General Meeting dated 22nd April, 2024, against which both the Promoters have pledged 82,500 equity shares each from respective shareholding as collateral for the issuance of NCDs.
c. Subsequently, to meet the m?nimum requirement of share pledge based on market capitalization, an additional 260,967 equity shares each from the respective holdings of both Promoters have been pledged as collateral for the issuance of above mentioned NCDs.
d. The Company has transferred 5% stake held in CCME to Mr. Amaijeet Thakur w.e.f 1st April, 2024, thereby CCME ceased to be wholly own subsidiary of Docmode Health Technologies Limited and has become subsidiary of the company.
Apart from above no material changes have occurred between the end of the financial year of the Company to which the Balance Sheet relates and the date of the report, affecting the financial position of the Company.
9. Dividend:
Your Directors, during the Financial Year under review have not recommended any dividend on the Equity Shares of the Company.
10. Transfer of unclaimed shares/dividend and interest thereon to IEPF:
As required under Section 124 of the Act there are no unclaimed shares /dividend and interest thereon lying with the Company for a period of seven years liable to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government.
11. Details of Adequacy of Internal Financial Controls:
Your Company has put in place adequate Internal Financial Controls commensurate to the scale of operations.
12. Disclosure of Accounting Treatment:
These Financial statements of the Company are prepared in accordance with the Applicable Accounting Standards ("AS"), notified under section 133 of Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India of the net profit and other comprehensive income and other financial information.
13. Details of Significant and Material Orders Passed by the Regulators or Courts or Tribunals Impacting the Going Concern Status and Company's Operations in Future, if any:
All the existing and newly issued equity shares through IPO (total 31,42,800 equity shares) got listed on National Stock Exchange (NSE) (Capital Market segment) EMERGE SME Platform w.e.f. 02nd February, 2024 vide NSE Circular Ref. No.: 0191/2024 dated 02nd February, 2024.
Apart from the above, no Material Orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in the future.
14. Significant changes:
The Company got listed on National Stock Exchange (NSE) (Capital Market segment) EMERGE SME Platform w.e.f. 02nd February, 2024 vide NSE Circular Ref. No.: 0191/2024 dated 02nd February, 2024.
15. Number of Meeting of Board of Directors during the year:
The Board of Directors duly met 17 (Seventeen) times, during the year on 25/04/2023, 29/04/2023, 02/06/2023, 12/07/2023, 17/07/2023, 18/07/2023, 20/07/2023, 25/07/2023, 20/09/2023, 15/12/2023, 18/12/2023, 19/12/2023, 26/12/2023, 17/01/2024, 18/01/2024, 31/01/2024 and 22/03/2024 in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes book kept by the Company for the purpose.
16. Directors and Key Managerial Personnel:
Appointments / Re-appointments / Changes in designation:
Ms. Hiral Rushang Gandhi (DIN: 10092573) was redesignated to Director from the designation of Additional Director vide Ordinary Resolution passed by the Shareholders in Extra-Ordinary General Meeting dated 29th September, 2023.
Resignations:
During the year under review, there were no resignations of Directors in the Company.
Directors liable to retire by rotation
Mr. Hans Albert Lewis (DIN: 02301853), Whole time Director of the Company and Ms. Monina Elizabeth Lewis (DIN: 10147743), Director of the Company are liable to retire by rotation at the ensuing AGM of the Company pursuant to the provisions of Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of the Company and being eligible they have offered themselves for re-appointment, on the recommendation of the Nomination and Remuneration Committee and the Board of Directors.
Key Managerial Personnel
Mr. Paulson Paul Thazhathedath, Managing Director, Mr. Hans Albert Lewis, Chief Financial Officer and Ms. Reshma Susan Thomas, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company as on 31st March, 2024, in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Independent Directors
The Independent Directors hold office for a term of 5 (five) years and are not liable to retire by rotation. Declaration of independence from Independent Directors
The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Act, read with the schedules and rules issued thereunder.
Apart from the above-mentioned changes, during the Financial Year under review, no other changes took place in the constitution of the Board of Directors of the Company:
Mr. Paulson Paul Thazhathedath, Mr. Hans Albert Lewis, Mr. Nilay Shivnarayan Sharma, Mr. Sujit Nityanand Chakraborty and Ms. Monina Elizabeth Lewis are the present Directors of the Company as on 31st March, 2024.
17. Committees of the Board:
Audit Committee:
Audit Committee of the Board is duly constituted in accordance with the provisions of Section 177 (8) of the Act read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The details of its composition & meetings held during the Financial Year 2023- 24 etc., is as below. All recommendations made by the Audit Committee were accepted by the Board during the Financial Year 2023-24. During the year under review there are Nine (9) audit committee meetings held.
As on 31st March, 2024, the Audit Committee comprised of Mr. Sujit Nityanand Chakraborty as Chairman, Non-Executive Independent Director, Mr. Nilay Shivnarayan Sharma as member, Non- Executive Independent Director and Mr. Krushang Shah as Member, Non-Executive Independent Director.
Nomination and Remuneration Committee:
The Board of Directors has formulated a Policy that lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes,
and independence of Directors. The Board has also formulated a Policy relating to the remuneration of Directors, members of Senior Management, and Key Managerial Personnel which is posted on the Companies website https://docmode.org/policy/. During the year under review there are Two (2) Nomination and Remuneration committee meetings held.
Stakeholders Relationships Committee:
The Company has formulated and adopted Stakeholders Relationships Committee in accordance with the provisions of the Companies Act, 2013 read with the Rules made thereunder and the Listing Regulations. During the year under review One (1) Stakeholders Relationship committee meetings was held. The details of its composition during the Financial Year 2023- 24 etc., is as below.
As on 31st March, 2024, the Stakeholders Relationships Committee comprised of Mr. Sujit Nityanand Chakraborty as Chairman, Non-Executive Independent Director, Mr. Nilay Shivnarayan Sharma as member, Non-Executive Independent Director and Mr. Krushang Shah as Member, Non-Executive Independent Director.
Details of Investor Complaints
18. Independent Directors:
As on 31st March, 2024, the Board of Directors of the Company included 3 (Three) Independent Directors Mr. Sujit Nityanand Chakraborty, Mr. Nilay Shivnarayan Sharma and Mr. Krushang Rajenkumar Shah. In Compliance with the Companies Act, 2013 and SEBI (Listing Obligations and Regulations) Requirement, 2015; the Independent Directors' Meeting of the Company was held on 29th March, 2024.
Director who is proposed to be appointed as Independent Director, is issued a letter of Appointment setting out in detail, the terms of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a familiarization program.
Web link of Website for the Familiarization Policy for Independent Directors: https://d3030h7whein66.cloudfront.net/PDF/DocMode+/7.+Directors+Familiarisation+Programe Doc mode.pdf.
19. Annual Evaluation of Board's and Committee Performance:
Pursuant to the provisions of the Act, the SEBI LODR Regulations and the Guidance Note issued by SEBI, the Nomination and Remuneration Committee of the Board carried out an evaluation of performance of Independent Director, Individual Executive and Non-Executive Director and Board as whole and that of its Committees.
The performance evaluation of the Chairman, the Non- Independent Directors and the Board as a whole was carried out by the Independent Directors in a separate meeting held on 29th March, 2024 after considering their overall contribution and engagement in the growth of the Company, active role in monitoring the effectiveness of Company's Corporate Governance practices and adherence to the Code
of Conduct etc. The exercise of performance evaluation was carried out through a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee.
The performance of the Nomination and Remuneration Committee evaluated by Board of directors, on the basis of the terms of reference of the Committee. The Committee reviewed the Board and other Committees. The evaluation of the Nomination and Remuneration Committee was left to the Board of the Directors.
Overall, the performance of the Independent Director, Individual Executive and Non-Executive Director and Board as whole and that of its Committees as a whole was quite satisfactory and up to the mark during the year under review.
20. Whistle Blower Policy:
Pursuant to the provisions of Section 177(9) of the Act, the Board of Directors of the Company has framed the Vigil Mechanism / Whistle Blower Policy for employees and/ or volunteers of the Company. The said Policy encourages to report any action or suspected action taken within the Company that is illegal, fraudulent or in violation of any adopted policy of the Company including reporting of instances of leak or suspected leak of unpublished price sensitive information. The Policy also provides access to the Chairperson of the Audit Committee under certain circumstances. The Whistle Blower Policy is posted on the website of the Company at-
https://d3030h7whein66.cloudfront.net/PDF/DocMode+/1.+Whistle+Blower+Policv Docmode.pdf.
21. Directors' Responsibility Statement:
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of the Provisions of the Section 134 (5) of the Companies Act, 2013 (the Act):
a. That in the preparation of the Annual Accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. That 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 31st March, 2024 and of the profit of the Company for the year ended on that date;
c. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. The Annual Accounts have been prepared on a going concern basis; and
e. 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.
22. Management Discussion and Analysis:
The Management Discussion and Analysis report as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Discloser Requirements) Regulations, 2015 forms and integral part of this report and provides overview of the business and operations of the Company as per Annexure-II
23. Code of Conduct:
The Board of Directors has adopted the Policy on Codes of Fair Disclosure and Conduct ("Fair Disclosure Code") in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Fair Disclosure Code of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation.
The code of practices and procedures for fair Disclosures of unpublished price sensitive information and code of conduct to regulate, monitor and report trading by Insiders is available on the website https://d3030h7whein66.cloudfront.net/PDF/DocMode+/5.+Policy+on+Code+of+Fair+Disclosure+of +UPSI Docmode.pdf.
All Board members and Senior Management Personnel have affirmed compliance of the Code of Conduct. The Board has also adopted separate code of conduct with respect to duties of Independent Directors as per the provisions of the Companies Act, 2013 and is available on the website https://d3030h7whein66.cloudfront.net/PDF/DocMode+/11.+Policy+on+code+of+conduct+for+Indep endent+Directors Docmode.pdf.
24. Auditors:
In line with the Resolution passed in the Annual General Meeting of the Company held in the Calendar Year 2023, M/s. R. Sundaresan Aiyar & Co., Chartered Accountants, Mumbai (ICAI Firm Registration Number: 110564W / Membership No. 043946) were appointed as Statutory Auditors of the Company for a period of 5 years till the conclusion of Annual General Meeting of the Company to be held in the calendar year 2028.
25. Audit Report:
For the year under review the audit report of the Company, does not contain any adverse mark or qualification by the Statutory Auditors of the Company, except TDS payable of Rs.77.67 Lacs which has been paid till the date of signing the audit report. Further, no frauds have been reported by the Auditor under Section 143(12) of the Act.
26. Details of remuneration as required under Section 197(12) of the companies act, 2013:
The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2023-24 and the comparison of remuneration of each Key Managerial Personnel (KMP) are given in "Annexure-III".
27. Particulars Of Employees:
Particulars of the employees as required to be disclosed in terms of Section 134 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure-IV"
28. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Vidhi Jobanputra & Co., Practicing Company Secretary (FCS No.: 11160 : C. P. No.: 22293) to conduct the Secretarial Audit of the Company for financial year 2023-24. The Secretarial Audit Report is annexed
to this Report as "Annexure-V" The said Report does not contain any qualification, reservation or adverse remark.
29. Compliance with the Secretarial Standards:
The Company has complied with all the necessary provisions of "Secretarial Standards on Meetings of the Board of Directors" and "Secretarial Standards on General Meetings" issued by the Institute of Company Secretaries of Indian, from time to time.
30. Extract of Annual Return:
As required, in accordance with the Section 92(3) of the Act, copy of Annual Return in Form MGT-7, is available on the website of the Company. www.docmode.com
31. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:
Information in accordance with the provisions of 134 (3) (m) of the Act read with the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption, Foreign Exchange Earnings and Outgo is given in below:
a. Conservation of Energy:
i. the steps taken or impact on conservation of energy: Energy consumption is monitored and maintenance systems are improved.
ii. the steps taken by the Company for utilizing alternate sources of energy: The Company is trying to make effective/ efficient use of current sources of energy.
iii. the capital investment on energy conservation equipments: NIL
b. Technology Absorption and Research & Development: The Company's operations do not require significant import of technology. No expenditure had been incurred on research & development activities.
c. Foreign Exchange Earning and Outgo:
32. Details relating to Deposits:
The Company has not accepted any deposits from the public/members under Section 73 of the Companies Act, 2013 (hereinafter referred to as the Act) read with Companies (Acceptance of Deposits) Rules, 2014 during the year. There are no deposits which are outstanding as on 31st March, 2024. The Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.
33. Particulars of Loans, Guarantees or Investments (Under Section 186 of the Act):
Loans and Investments in compliance with the provisions of the Section 186 of the Companies Act, 2013 forms part of the Notes to the financial statements of the Company.
The Company has not given any Guarantee under Section 186 of the Companies Act, 2013 during the financial year under review.
34. Risk Management Policy:
The Company has not formulated Risk Management Policy as it is not mandatory to the Company.
35. Corporate Social Responsibility Policy:
The Company is not covered under the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules 2014.
36. Related Party Transactions:
During the year under review, no transactions were entered into by the Company with its related parties as per the provisions of Section 188 of the Companies Act, 2013. Further, there were no contracts or arrangements with any related party which were material in nature, and hence the Form AOC-2 is not applicable to the Company.
The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions as approved by the Board is put up on the Company's website and can be accessed at https://docmode.org/policy/.
37. Disclosure on complaints received by the Internal Complaints Committee (ICC), formed under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
The Company has duly constituted an Internal Complaints Committee (ICC) in accordance with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 but no complaints were received by the ICC during the year under review.
38. Disclosure relating to maintenance of cost records:
The Company is not required to conduct cost audit and maintenance of cost records is also not applicable to the company as per Section 148(1) of the Companies Act, 2013 and the rules made thereunder.
39. Details on Insolvency and Bankruptcy Code:
During the year under review, no application has been made by the Company under the Insolvency and Bankruptcy Code and accordingly the requirement of disclosing the following details are not applicable to the Company:
i. the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year; and
ii. the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
40. Corporate Governance Report:
As company is listed on SME Exchange of NSE, the compliance with the corporate governance provisions as specified in LODR under regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are exempted to the company. Hence, requirements of corporate governance under regulation 27 and under para C of Schedule V of LODR have not been included in this Annual Report.
41. Details of utilization of funds & Statement of deviation(s) or variation(s):
Pursuant to Regulation 32 (1) of the Listing Regulations, there was no deviation/variation in the utilization of proceeds raised in IPO by the Company. The NIL deviation reports, in respect of the IPO has been filed by the Company on a Half yearly basis, with NSE where equity shares of the Company are listed.
42. Acknowledgement:
The Directors express their sincere appreciation to the valued Stakeholders including Shareholders, Bankers and Clients for their support and contribution to the Company.