Scandent Imaging Ltd.
|BSE: 516110||Sector: Others|
|NSE: N.A.||ISIN Code: INE146N01016|
|BSE LIVE 10:27 | 21 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 516110||Sector: Others|
|NSE: N.A.||ISIN Code: INE146N01016|
|BSE LIVE 10:27 | 21 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have pleasure in presenting their 22nd Annual Report on thebusiness and operations of the company together with the Audited Financial Statement forthe financial year ended 31st March 2016.
1. FINANCIAL RESULT:
The Financial performance of the Company for the year ended 31st March 2016 issummarized below:
(Rs in Lakhs)
2. COMPANYS PERFORMANCE
During the year under review the total revenue was Rs. 127.07 Lakhs and Expenses wereRs. 86.61 Lakhs excluding the Depreciation and exceptional items as compared to Revenue ofRs.17.97 Lakhs and expense were Rs. 24.31 Lakhs Excluding the Depreciation and exceptionalitems during the previous year.
Your company performed well and delivered another year of consistent profitable andresponsible growth.
To strengthen the long term prospectus and sustainable growth in assets and revenue itis important for the company to evaluate various opportunities in the different businessvertical in which Company operates. The Board of Directors considers this to be in thestrategic interest of the Company and believe that this will greatly enhance the long termshareholder value. The Company expects better results for the coming year. In order tofund this development and implementation projects conservation of fund is of vitalimportance. Therefore your Directors have not recommended any dividend for the financialyear 2015-2016.
4. TRANSFER TO RESERVES:
Your Company does not propose to transfer any amount to General Reserve.
During the year under review the Company does not have any Subsidiary Company.
6. CHANGES IN SHARE CAPITAL IF ANY
During the year under Review there is no change in the Share Capital of the Company.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year following Director appointed /reappointed and resigned in the Company.
Pursuant to Provision of Section 149 of the Act Dr. V. S. Mohan (DIN-06640359)and Dr.Ajit Shetty (DIN -06723925) were appointed as Independent Directors at the AnnualGeneral Meeting of the Company held on 30th September 2015. They have submitteda declaration that each of them meets the criteria of independence as provided in section149(6) of the Act and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
Dr. Burzin Khan and Dr. Pratibha Walinjkar who were appointed as AdditionalIndependent Directors of the Company by the Board of Directors on the recommendation ofNomination and Remuneration Committee at their meeting held on 13th August2016 to hold the said office till the date of ensuing Annual General Meeting.
Mrs. Dipti Modi has been appointed as Company Secretary and Compliance Officerof the Company by the Board of Director of the Company at its Board Meeting held on 13thAugust 2016 w.e.f. 1st August 2016.
As per the provision of the Companies Act 2013 Dr. Sowmya Gautam Deshpande Directorretires by rotation at the ensuing Annual General Meeting and being eligible Seeksreappointment. The Board recommends her re-appointment. As per the provision of theCompanies Act 2013 Dr. Gautam Deshpandes term as Managing Director ended on 31stJanuary 2016 and was re-appointed at the Board Meeting held on 9th February2016 subject to approval of members. The Board recommends for approval of members there-appointment of Dr.Gautam Mohan Deshpande as Managing Director of the Company.
Dr. V.S.Mohan and Dr. Ajit Shetty Independent Directors of the Company will cease tobe directors of the Company as their tenure will expire in the ensuing Annual GeneralMeeting. Ms. Priyanka Mukherjee Company Secretary has resigned from the post of CompanySecretary of the Company with effect from 14th August 2015. Ms. RachanaShridharani has been appointed as a Company Secretary on Board Meeting held on 09th February2016.Further she has not joined the Company for personal reasons and Company informed to theexchanges accordingly. The Board has approved the appointment of Ms. Vaibhavi Shah on 20thFebruary 2016 as the Company Secretary and Compliance Officer of the Company with effectfrom 8th March 2016; she has resigned from the post of Company Secretary &Compliance Officer of the Company on 21st March 2016.
8. PUBLIC DEPOSITS :
During the financial year 2015-16 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186. Duringthe year the Company has not given any loan guarantee or made investment as per Section186 of the Companies Act 2013 and the rules made there under.
10. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts/Tribunalwhich would impact the going concern status of the Company and its operations in future.
11. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
12. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure1" to this Report.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
No transactions entered with related parties during the year under review. None of thetransactions are material and therefore no information is provided in the Form AOC 2.
14. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS
As per Regulation 34 of SEBI Listing Regulation 2015 a separate report on CorporateGovernance along with a certificate from the Auditors on its compliance forms an integralpart of this Report. Also Management Discussion & Analysis Report also forms part ofthis Report.
15. COMPOSITION OF AUDIT COMMITTEE
The Board has constituted the Audit Committee with Dr. Rajnish Kumar Pandey as itsChairman and Dr. V. S. Mohan Dr. Ajit Gopal Shetty and Dr. Gautam Mohan Deshpande as itsother members. Further details are provided in the Report on Corporate Governance whichforms a part of this Annual Report.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION
BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial positionbetween the end of the financial year and date of the report.
17. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:
During the year Company held 8 (Eight) Board Meetings and 5 (five) Audit CommitteeMeetings. The full details of the number of Board and all Committees Meetings of yourCompany are set out in the Corporate Governance Report which forms part of this Report.
18. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES:
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued there under as per Listing Regulation the Board ofDirectors formulated the Nomination and Remuneration Policy of your Company on therecommendations of the Nomination and Remuneration Committee. The salient aspects coveredin the Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters have been outlined in the Corporate GovernanceReport which forms part of this Report. The said policy is available at yourcompanys website (i.e. www.scandent.in) at the following link:http://www.scandent.in/policies.html The information required under Section 197 of theCompanies Act 2013 read with Companies Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of Directors/ employees of your Company is set out in "Annexure3" to this Report
19. DECLARATION OF INDEPENDENCE
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Act that he / she meets the criteria of independence laid down inSection 149(6) of the Act and Regulation 16 of SEBI Listing Regulations.
20. BOARD EVALUATION:
One of the key functions of the Board is to monitor and review the Board evaluationframework. The Board of Directors has carried out an annual evaluation of its ownperformance Committees and Individual Directors pursuant to provision of the Act and theCorporate Governance requirement as prescribed by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulation 2015"). The performance ofthe Board was evaluated by the board after seeking inputs from all the directors on thebasis of the criteria such as the Board composition structure of the board processinformation and functioning etc. The Board also carried annual performance evaluation ofthe working of its Audit Nomination and Remuneration Committee Risk Management Committeeas well as Stakeholder Relationship Committee. The Board and the Nomination andRemuneration Committee reviewed the performance of the individual Directors. In a separatemeeting of the Independent Director performance of non independent Director performanceof Board and performance of the chairman was evaluated taking in to account the view ofExecutive Director and Non Executive Director. Performance evaluation of IndependentDirector was done by the entire Board excluding the Independent Director being evaluated.
Separate Meeting of the Independent Directors
The Independent Directors held a Meeting on 31st March 2016 without theattendance of Non-Independent Directors and Members of Management. All the IndependentDirectors were present at such meeting and at the Meeting they have:
i. Reviewed the performance of non-independent directors and the Board as a whole;
ii. Assessed the quality quantity and timelines of flow of information between theCompany Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.
The Present Independent Directors holds a unanimous opinion that the Non-IndependentDirectors bring to the Board constructive knowledge in their respective field. All theDirectors effectively participate and interact in the Meeting. The information flowbetween the Company's Management and the Board is satisfactory.
Training of Independent Directors
The company shall provide regular training to independent directors to update them withthe regulatory changes and their roles and responsibility in view thereof.
21. STATUTORY AUDITORS:
Pursuant to provision of section 139 of the Act and the rule framed thereafter M/s.M.B. Agrawal
& Co. Chartered Accountants (Firm Registration No. 100137W) were appointed asStatutory Auditors of Company from the conclusion of the 20th Annual GeneralMeeting of the Company held on 29th September 2014 till the conclusion of 23rdAnnual general Meeting to be held in the year 2017 subject to ratification of theirappointment at every AGM. The Report given by the Auditors on the financial statements ofthe Company is Part of the Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditors in their Report. During the year underreview there were no frauds reported by the auditors to the Audit Committee or the Boardunder section 143(12) of the Companies Act 2013.
22. SECRETARIAL AUDIT:
Mr. Vijay Tiwari of Vijay S. Tiwari & Associates Company Secretary was appointedto conduct the Secretarial Audit of the Company for the fiscal year 2015-16 as requiredunder section 204 of the Companies Act 2013 and Rule made thereunder. The detailed reporton the Secretarial Audit is appended as an "Annexure 4" to this Report.The Secretarial Audit Report does not contain any qualification reservation or adverseremarks.
23. INTERNAL CONTROL:
The Board ensures the effectiveness of the Companys system of internal controlsincluding financial operational and compliance control and risk management controls. Ms/G.S Toshniwal & Associates Chartered Accountants was re- appointed as InternalAuditors for the financial year 2015 16.
24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (Prevention
Prohibition & Redressal) Act 2013 (Act) and Rules made there under theCompany has adopted a policy and during the year no complaints or allegations of sexualharassment were filed with the Company.
25. LISTING OF EQUITY SHARES:
Pursuant to the provisions of Listing Agreement with the Stock Exchanges the Companydeclares that the Equity Shares of the Company are listed at the BSE Limited. The Companyconfirms that it has paid Annual Listing Fees due to BSE Limited up to the Financial Year2016-2017.
26. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 theboard of Director to the best of their knowledge and ability confirm that: i. In thepreparation of the annual accounts the applicable accounting standards have been followedalong with proper explanation relating to material 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 at the end of the financial year and of the Profitof the Company for year under review;
iii. They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls which are adequate and areoperating efficiently. vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.
27. RISK MANAGEMENT:
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk treatment plans in its strategy business and operational plans. YourCompany through its risk management process strives to contain impact and likelihood ofthe risks within the risk appetite as agreed from time to time with the Board ofDirectors. In Line with the regulatory requirement the Company has constituted a RiskManagement Committee to oversee the risk management. The details of the Committee alongwith its charter are set out in the Corporate Governance Report forming part of thisReport. The Risk Management Policy is also posted on the website of the Company.
28. VIGIL MECHANISM/WHISTLE BLOWER
Your Company is committed to highest standards of ethical moral and legal businessconduct. The Company has adopted a Whistle Blower Policy and has established the necessaryvigil mechanism which is in compliance with the provisions of Section 177 (10) of theCompanies Act 2013 and under Regulation 22 of SEBI Listing Regulations 2015 fordirectors and employees to report concerns about unethical behavior. No person has beendenied access to the Chairman of the audit committee. The said policy has been also put upon the website of the Company at the following link.
The policy provides for a framework and process whereby concerns can be raised by itsemployees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them.
1. 29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNING & OUTGOINGS
The particulars as prescribed under sub- section (3) (m) of Section 134 of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are hereunder: a)Conservation of energy
c) Foreign Exchange earning & outgoings
30. 29. ACKNOWLEDGEMENTS:
The Board expresses its gratitude and appreciates the assistance and co-operationreceived from the Banks Government Authorities Customers Shareholders and otherStakeholders during the year under review.