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Scan Projects Ltd.

BSE: 531797 Sector: Industrials
NSE: N.A. ISIN Code: INE393D01015
BSE LIVE 14:46 | 29 Dec Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.94
PREVIOUS CLOSE 2.80
VOLUME 100
52-Week high 2.94
52-Week low 0.00
P/E 6.68
Mkt Cap.(Rs cr) 1
Buy Price 2.94
Buy Qty 9900.00
Sell Price 0.00
Sell Qty 0.00
OPEN 2.94
CLOSE 2.80
VOLUME 100
52-Week high 2.94
52-Week low 0.00
P/E 6.68
Mkt Cap.(Rs cr) 1
Buy Price 2.94
Buy Qty 9900.00
Sell Price 0.00
Sell Qty 0.00

Scan Projects Ltd. (SCANPROJ) - Director Report

Company director report

To The Members

Your directors have pleasure in presenting the 24th Annual Report togetherwith the Audited Statements of Accounts of the Company for the financial year ended 31stMarch 2016:

1. Financial Highlights:

(Rs. In Lacs)
2015-16 2014-15
Revenue from Operations 677.79 582.16
Operating Expenditure 622.02 529.04
Earning before interest tax depreciation and amortization
(EBITDA) 55.77 53.12
Other Income (Net) 14.44 11.55
Finance Costs 12.32 10.18
Depreciation and amortization expenses 8.25 11.35
Profit before exceptional item and tax 49.64 43.14
Exceptional item 0.00 0.00
Profit Before Tax (PBT) 49.64 43.14
Tax Expenses 15.86 13.49
Profit After Tax (PAT) 33.78 29.65
Add: Balance Brought forward from previous year (34.96) (59.84)
Less: Depreciation on account of transitional provisions (Net of deferred tax liability provision Rs. Nil (Previous Year Rs.0.16 Lacs) 0.00 0.35
Less: Income Tax for earlier years adjusted 1.12 4.42
Amount of Surplus available for appropriation (2.30) (34.96)

2. Operations State of Company s affairs and Future Outlook:

After starting the new activities i.e. Engineering Services (Erection commissioningsupervision project drawing and designing services) and trading of fabricating materialequipment parts and other items etc. the overall growth of the company is good andencouraging since its re-establishment. In the current year 2015-16 the Company hasearned the total revenue from operation Rs.677.79 Lacs against the previous yearsRs.582.16 Lacs which reflects the growth of 16%. The overall growth of the Company isencouraging and same will further improve in the ensuing years because the Company hassufficient work order for Erection and Commissioning in hand at different locations inIndia and Nepal which will be executed in the ensuing financial year. The net profitafter tax of the company is Rs.42.36 Lacs Rs.29.65 Lacs and Rs.33.78 Lacs in the year2013-14 2014-15 and 2015-16 respectively. Due to these and other substantial factors theaccumulated losses of the company have been minimized and the net worth of the company hasbecome positive. All the above factors reflects that the management is serious and hopefulto achieve better results in the ensuing years with new business activities. We furtherinform that there is no change in the business activities of the company in the currentfinancial year.

3. Dividend:

No dividend has been recommended by the Directors this year and consequently no amountshave been transferred to general reserves.

4. Transfer to Reserves:

The board of the Company has decided not to transfer any fund to general reserve out ofthe amount available for appropriation and an amount of loss Rs.2.30 Lacs to be retainedin the profit and loss account.

5. Change in Share Capital if any

There has been no change in Share Capital of the Company during the financial year2015-16.

6. Deposits:

The company has not accepted any deposits from the public during the year and as suchno amount on account of principal or interest on deposits from public was outstanding ason the date of the balance sheet.

7. Directors:

As per the provisions of Section 152 of the Companies Act 2013 Smt. Prakriti ChandraDirector of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offered herself for re-appointment. The Board recommends herre-appointment.

S/Sh. Sanjay Sharma Om Parkash Bhola and Rajiv Puri Non-executive independentdirectors of the Company have given resignation w.e.f. 5th March 2016 duringthe year.

S/Sh. Jawahar Lal Sh. Ashok Kamboj and Joginder Kumar have been appointed asAdditional Non-executive independent Directors on 5th March 2016. As per theprovisions of Section 161(1) of the Companies Act 2013 and provisions of Articles ofAssociation of the Company Sh. Jawahar Lal Sh. Ashok Kamboj and Joginder Kumar holdoffice only up to the date of this Annual General Meeting of the Company and are eligiblefor appointment as Independent Directors. The Company has received notice under Section160 of the Act in respect of the candidates proposing their appointment as Non-executiveIndependent Director of the Company. Resolutions seeking approval of the members for theappointment of Sh. Jawahar Lal Sh. Ashok Kamboj and Joginder Kumar as Non-executiveIndependent Director of the Company have been incorporated in the Notice of theforthcoming AGM along with brief details about them.

The notice convening the Annual General Meeting includes the proposal for appointmentof Directors.

Further your Company has also received declarations from all the Independent Directorsof the Company confirming that they meet with the criteria of Independence as prescribedunder the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

8. Board Evaluation:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out the annual performance evaluation of its ownperformance the Directors individually as well as the valuation of the working of itsvarious committees as per the criteria of evaluation provided in the NominationRemuneration and Evaluation Policy adopted by the Company. The performance evaluation ofIndependent Directors was carried out by the entire Board and the performance evaluationof the Chairman and the Board as a whole was carried out by the Independent Directors.

9. Meetings of the Board:

The Board of Directors of your company met 12 times during 2015-16. The meetings wereheld on 29-04-2015 20-05-2015 30-05-2015 05-06-2015 31-07-2015 14-08-201528-08-2015 14-11-2015 07-12-2015 13-02-2016 05-03-2016 and 31-03-2016. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

10. Particulars of Loan given Investment made Guarantee given and Securitiesprovided:

There were no loans given investment made guarantee given and securities provided bythe Company under Section 186 of the Companies Act 2013 during the year under review andhence the said provision is not applicable.

11. Extract of Annual Return:

As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure I in the prescribed Form MGT-9 which forms part of this report.

12. Subsidiary Joint Ventures and Associate Concerns:

The Company does not have any Subsidiary Joint Ventures or Associate Concerns as on 31stMarch 2016.

13. Corporate Governance:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges the companyhas implemented the code of Corporate Governance during the year. The reports on CorporateGovernance together with Compliance Certificate on the same are attached to this report.

14. Management s Discussion and Analysis Report

Management s Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.

15. Directors Responsibility Statement:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 thedirectors hereby confirm that:

i) in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standard have been followed and there are nomaterial departures;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2016 and of the profitof the Company for the period from 1st April 2015 to 31st March2016;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16. Contract and arrangements with Related Parties:

The Company s policy on dealing with related party transactions has been formulated andamended from time to time. All contracts/arrangements/ transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon the arm s length basis. There are no materially significant related party transactionsmade by the company with promoters directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the companyat large. Your Directors draw attention of the members to Note 27(i) to the financialstatements which set out related party disclosures pursuant to clause 32 of the listingagreement. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure II in Form AOC-2 and the same forms part of this report. In respect of materialrelated party transactions which were entered by the Company in its Ordinary course ofbusiness and on arm s length basis the provisions of Clause 49 of the Listing Agreementregarding Related Party Transactions have become applicable to the Company videNotification dated 2nd September 2015 of Securities Exchange of India. TheCompany has been in compliance with the provisions stated herein above. The existingmaterial related party contracts or arrangements which were entered by the Company in itsOrdinary course of business and on arm s length basis prior to the date of notification ofabove regulations and which are being continue beyond such date are being placed forapproval of the shareholders in the forth coming first General Meeting being heldsubsequent to notification of these regulations.

17. Auditor and Auditors Report:

M/s Jayant Bansal & Co. Chartered Accountants Ambala Cantt Statutory Auditor ofthe company hold office till the conclusion of the ensuing Annual General Meeting and areeligible for re-appointment for another term.

As required under the provisions of section 139(1) of the Companies Act 2013 thecompany has received a written consent from M/s Jayant Bansal & Co. CharteredAccountant to their appointment and a certificate to the effect that theirre-appointment if made would be in accordance with the Act and the Rules framed thereunder and that they satisfy the criteria provided in section- 141 of Companies Act 2013.The Board recommends their appointment for the financial year 2016-17.

There are no qualifications or adverse remarks in the Auditor s Report which requireany clarification/explanation. The notes on financial statements are self-explanatory andneeds no further comments.

Further auditor s report for the financial year ended 31st March 2016 isgiven as an annexure which forms part of this report.

18. Secretarial Auditors:

The Board has appointed M/s J. P. Jagdev & Co. Company Secretary to conductSecretarial Audit for the financial year 2015-16. The Secretarial Audit Report for thefinancial year ended 31st March 2016 is annexed herewith as Annexure III tothis Report. There are no qualifications or adverse remarks in the Secretarial Auditor sReport which require any clarification/explanation. The notes on Secretarial records areself-explanatory and needs no further explanations.

19. Corporate Social Responsibility (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

20. Risk Management:

The board of the Company has formed a risk management committee to frame implementand monitor the risk management plan for the Company. The Committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

21. Internal Control System and their adequacy:

The Company s internal controls are commensurate with the size of the company and thenature of its business. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensuring compliance of corporate policies. Thecompany has an audit committee the details of which are provided in the CorporateGovernance Report. The audit committee reviews the internal control system and follows upon the implementation of corrective actions if required. The committee also meets thecompany s statutory auditors to ascertain interalia their views on the adequacy ofinternal control system in the Company and keeps the Board of Directors informed of itsmajor observations from time to time. The management also regularly reviews theutilization of fiscal resource compliance with law efficiencies so as to ensure optimumutilization of resources and achieve better efficiencies. Based on its evaluation (asdefined in section 177 of Companies Act 2013) our audit committee has concluded that asof March 31 2016 our internal financial controls were adequate and operatingeffectively.

22. Vigil Mechanism Policy:

The Company has a vigil mechanism policy which also incorporates a whistle blowerpolicy in line with the provisions of the Section 177(9) of the Act and the revised Clause49 of the Listing Agreements with stock exchanges which deals with the genuine concernsabout unethical behaviour actual or suspected fraud and violation of the Company s Codeof Conduct and ethics.

23. Committees of Board:

The Board of Directors of your Company had already constituted various committees incompliance with the provisions of the Companies Act 2013 and Listing Agreement viz. AuditCommittee Nomination and Remuneration Committee Shareholder s/Investor s GrievancesCommittee Risk Management Committee. All decisions pertaining to the constitution ofcommittees appointment of members and fixing the terms of reference / role of theCommittees are taken by the Board of Directors. Detail of the role and composition ofCommittees including the number of meetings held during the financial year and attendanceat meetings are provided in the Corporate Governance Report section of the Annual Reportwhich forms part of this report.

24. Conservation of Energy Technology absorption and foreign exchange earning andoutgo:

Information required under Section 134(3)(m) of Companies Act 2013 read with Companies(Accounts) Rules 2014 is given as under: Conservation of Energy: The Company has not beencarrying on any manufacturing activities hence this information is not applicable on thecompany during the year under review. Technology absorption adaption and innovation: TheCompany always adopted latest technologies for improving the performance and quality ofits services. The Company s operations do not require significant import of technology.Research and Development (R&D): The Company has not done any Research and Developmentwork during the year under review. However the company has adopted/reviewed the methodsfor improving the performance and quality of its services on regular basis.

Foreign Exchange Earnings and Outgo: The Company directly did not spend any foreignexchange and also did not earn any foreign exchange during the year under review.However the Company is having Branch/Permanent Establishment at Nepal and all theinformation related to foreign exchange earnings and outgo is pertained to Nepal branchonly.

(Rs. In Lacs)
Foreign exchange earnings and outgo 2015-16 2014-15
a. Erection Commissioning and Supervision related activities (Including Overseas Branch Revenue) 7891451.00 23728631.00
b. CIF Value of Imports NIL NIL
c. On Overseas Contracts (i.e. Overseas Branch expenditure) 7041198.00 23162908.00
d. Capital Goods (i.e. Capital expenditure incurred at Overseas Branch) 0.00 441523.00

25. Nomination Remuneration and Evaluation Policy:

The Nomination Remuneration and Evaluation Policy recommended by the Nomination andRemuneration Committee is duly approved by the Board of Directors of the Company and thesame are provided in the Corporate Governance Report section of the Annual Report whichforms part of this report.

26. Human Resources:

Your Company treats its human resources as one of its most important assets and hastaken continuous efforts to set up and maintain an efficient work force. The company iscontinuously taken steps towards maintaining a low attrition rate which it believes shallbe achieved by investing in learning and development programmes for employees competitivecompensation creating a compelling work environment empowering employees at all levelsas well as a well-structured reward and recognition mechanism.

27. Particulars of Employees:

I) The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Executive Director Ratio to median Remuneration
1 Sh. Sunil Chandra (Managing Director) 1.21:1
2. Sh. Chaitanya Chandra (Wholetime Executive Director) 1.68:1

Note: The Company has not given any remuneration/benefits to non-executive/independentdirectors of the company during the year 2015-16.

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Company Secretary and Financial Officer % increase in remuneration in the financial year
1 Sh. Sunil Chandra (Managing Director) 14.28%
2. Sh. Chaitanya Chandra (Whole time Executive Director) NIL
3. Ms. Anita Bhist (Company Secretary) NIL
4. Sh. Deepak Sharma (Financial Officer) 21.87%

c. The percentage increase in the median remuneration of employees in the financialyear: 6.5%

d. The number of permanent employees on the rolls of Company: 29 Employees as on 31stMarch 2016

e. The explanation on the relationship between average increase in remuneration andCompany performance: The performance of the Company for the current financial year isbetter than the previous year. The Company has minor increase in remuneration to ExecutiveDirector/key managerial personnel. However at Middle & Junior level management theproper increment was given in accordance with the inflation rate and at workmen and stafflevel.

f. Comparison of the remuneration of the key managerial personnel against theperformance of the Company: Remuneration to Managing and Whole time directors were paid asper the scale approved by the members of the company. The head (Corporate Finance) waspromoted to the position of Financial Officer hence he was given an increase as a part ofpromotion and salary adjustment.

g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars March 31 2016 March 31 2015 % Change
Market Capitalization 84.47 Nil -
(Rs. In Lacs) (Not trading at BSE)

h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the Last publicoffer:

Particulars March 31 2016 At the time of Last Public offer % Change
Market Price (BSE) 2.94 10.00 (-) 70.60%

i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Properincrements at both managerial and staff/worker level has been given in financial year2015-16.

j. Comparison of each remuneration of the key managerial personnel against theperformance of the Company: The head (Corporate Finance) was promoted to the position ofFinancial Officer hence he was given an increase as a part of promotion and salaryadjustment.

k. The key parameters for any variable component of remuneration availed by thedirectors: No such variable component is included in the remuneration paid to directors.

l. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Sh. Chaitanya Chandra (Whole time Executive Director): 0.73:1

m. Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms remuneration is as per the remuneration policy of the Company.

II. There was no employee on the roll of the company who drew remuneration in excess ofthe limits prescribed by the provisions of Section 197(12) of the Companies Act 2013 readwith Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 hence this relevant information is not applicable to the Company.

28. Disclosure under sexual harassment of women at workplace (Prevention Prohibition& Redressal) Act 2013:

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up Committee for implementation of saidpolicy. During the year Company has not received any complaint of harassment.

29. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

i) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company s operations in future. ii) NoMaterial changes and commitments affecting the financial position of the Company occurredbetween the end of the financial year to which these financial statements relate and thedate of this Report.

2. The provisions of Section 125(2) of the Companies Act 2013 related with transfer ofunclaimed dividend to Investor Education and Protection Fund do not apply to the Companyas there was no dividend declared and paid in previous years and there is no unclaimeddividend.

3. Equity Shares:

• No issue of equity shares with differential rights as to dividend voting orotherwise during the year under review.

• The Company has not bought back any of its securities during the year underreview.

• No Bonus shares were issued during the year under review.

• No issue of shares (including sweat equity shares) to employees of the Companyunder Stock option Scheme during the year under review.

• No Shares outstanding under the head Shares Suspense Account/Unclaimed SuspenseAccount at the beginning and end of the year under review.

30. Listing with Stock Exchanges:

The stocks of the Company are listed on Delhi Stock Exchange Stock Exchange MumbaiStock Exchange Ahmedabad and Jaipur Stock Exchange. We further confirm that the Companyhas paid the Annual Listing Fees regularly where the Company s Shares are listed exceptJaipur Stock Exchange which is outstanding since long. In respect of Regional StockExchanges the Company is inoperative since long.

31. Acknowledgements:

Your directors wish to place on record their gratitude for the valued support andassistance extended to the Company by the Shareholders Banks and Government Authoritiesand look forward to their continued support. Your directors also express theirappreciation for the dedicated and sincere services rendered by the Executives Officersand Employees of the Company.

By Order of the Board of Directors
Place: Yamunanagar
Dated: 06-09-2016
(SUNIL CHANDRA)
Managing Director
DIN: 01066065