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Scandent Imaging Ltd.

BSE: 516110 Sector: Health care
NSE: N.A. ISIN Code: INE146N01016
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NSE 05:30 | 01 Jan Scandent Imaging Ltd
OPEN 11.88
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VOLUME 28
52-Week high 13.20
52-Week low 6.73
P/E 28.29
Mkt Cap.(Rs cr) 38
Buy Price 11.92
Buy Qty 28.00
Sell Price 11.88
Sell Qty 846.00
OPEN 11.88
CLOSE 11.88
VOLUME 28
52-Week high 13.20
52-Week low 6.73
P/E 28.29
Mkt Cap.(Rs cr) 38
Buy Price 11.92
Buy Qty 28.00
Sell Price 11.88
Sell Qty 846.00

Scandent Imaging Ltd. (SCANDENTIMAGING) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 25th Annual Report of theCompany along with the Audited Financial Statements for the financial year ended 31stMarch 2019.

1. FINANCIAL RESULTS AND HIGHLIGHTS:

The Financial performance of the Company for the year ended 31st March 2019 issummarized below:

(Rs.. in Lakhs
Particulars 31s1 March 2019 31st March 2018
Revenue from Operations 1418.93 518.84
Other Income 4.31 24.31
Total 1423.24 543.15
Expenditure
Purchase of stock in trade 77.66 18.04
Change in inventory (11.86) (6.80)
Employee Benefit Expenses 345.05 117.95
Depreciation 93.86 39.22
Other Expenses 862.86 255.33
Finance Costs 50.32 11.34
Total 1417.89 435.08
Profit / (Loss) before exceptional and extraordinary items and tax 5.34 108.07
Exceptional items - Discount on Issue of Equity Shares extraordinary items
Profit / (Loss) from ordinary activities before tax 5.34 108.07
Tax Expense
1. Current Year Tax 1.03 22.64
2. Short provisions for tax of earlier years 2.40 (0.31)
3. Deferred tax
Profit/ (Loss) after Tax 1.91 85.74
Total Other Comprehensive income for the year 0.45 -
Total Comprehensive income / (loss) for the year 2.36 85.74
Basic and Diluted EPS 0.01 0.27

2. Indian Accounting Standard:

The Financial Statements for the financial year ended March 31 2019 forming part ofthis Annual Report have been prepared in accordance with Ind AS.

The reconciliations and descriptions of the effect of the transition from Previous GAAPto Ind AS have been provided in the Notes to Accounts to the Financial Statements.

3. COMPANY'S PERFORMANCE

The total revenue of the Company for the financial year ended 31st March2019 stood at was '. 1423.23 Lakhs and expenses were '. 1324.03 Lakhs excludingdepreciation and exceptional items as compared to revenue of '. 543.15 and expenses were'. 395.86 Lakh excluding the depreciation and exceptional items during the previous year.

Your company performed well and delivered another year of consistent and responsiblegrowth. Your Company is in the process to expand its business.

Performance of the Company has also been discussed in detail in the 'ManagementDiscussion and Analysis Report' forming part of this Annual Report

4. DIVIDEND:

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 2018-2019.

5. TRANSFER TO RESERVES:

No amount is proposed to be transferred to the General Reserves of the Company out ofthe profits for the year.

6. SUBSIDIARY:

During the year under review the Company does not have any Subsidiary Company.

7. CHANGES IN SHARE CAPITAL IF ANY

During the year under Review there is no change in the Share Capital of the Company.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the Period under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the Period under review.

c. BONUS SHARES

No Bonus Shares were issued during the Period under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. PREFERENTIAL ISSUE

During the Period under review the Company has not made any preferential issue

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review all the Independent Directors have furnished Declarationof Independence stating that they meet the criteria of independence as provided underSection 149(6) of the Companies Act 2013 (Rs.the Act') and Regulation 16 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 (Rs.SEBI Listing Regulations') and there has been no change in thecircumstances which may affect their status as Independent Directors during the year.

In terms of the provision of:

• Section 161 and other applicable provisions of the Act Dr. MohanShankaranarayan Vaidyanathan (DIN: 06640359) Non Executive Non Independent Director hasbeen appointed as an Additional Director on the Board of the Company effective 29thMay 2019.

• Section 149 and other applicable provisions of the Act and SEBI ListingRegulations Dr. Burzin Phiroze Khan resigned as an independent Director from the Board ofthe Company with effect from 11th April 2019. Mr Khan had vide his letterdated 11th April 2019 informed the Company of his inability to render hisservices as Independent Director of the Company due to non availability of time. Hefurther confirmed that there is no material reason other than the above mentioned reasonfor his resignation.

• Mrs. Dipti Modi resigned with effect from 27th September 2018 fromthe post of Company Secretary & Compliance Officer and Ms. Anushree Tekriwal wasappointed as Company Secretary & Compliance Officer with effect from 13th February2019.

In accordance with the provision of Section 178 and other applicable provisions of theAct and SEBI Listing Regulations if any the Nomination and Remuneration Committee hasconsidered and recommended the above appointments/re- appointments to the Board ofDirectors and Key Managerial Personnel of the Company. A brief resume and other details ofall the Directors seeking appointment/ re-appointment are provided in the Notice of AGM.

Pursuant to the provisions of Section 152 of the Act Dr. Gautam Deshpande ManagingDirector retires by rotation as Director at the ensuing AGM and being eligible offershimself for re-appointment. The Board recommends his re-appointment.

In accordance with the provisions of Section 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Dr. GautamDeshpande Managing Director Dr. Sowmya Deshpande Whole Time Director Mr. Amit TyagiChief Financial Officer and Ms. Anushree Tekriwal Company Secretary & ComplianceOfficer are the Key Managerial Personnel (Rs.KMP') of your Company.

9. COMMITTEES OF THE BOARD

The Company's Board has the following committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Risk Management Committee

Details of terms of reference of the Committees Committee membership and attendance atmeetings of the Committees are provided in the Corporate Governance report.

10. PUBLIC DEPOSITS :

During the financial year 2018-19 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.

11. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186 OF THE COMPANIESACT 2013

The particulars of loans given and investments made during the financial year underSection 186 of the Companies Act 2013 are given at Notes forming part of the FinancialStatements. During the financial year the Company has neither provided any securities norprovided corporate guarantees for loans availed by the others.

12. 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.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The said provisions are not applicable to the Company.

14. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return in Form MGT- 9 for the financial year ended March 31 2019 made underthe provisions of Section 92(3) of the Companies Act 2013 is set out at 'Annexure [1]'forming a part of this Report.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered into by the Company during thefinancial year were in ordinary course of business and at arm's length basis. Also therewere no related party transactions which could be considered material in accordance withthe Policy of the Company on materiality of related party transactions.

All related party transactions are being reviewed and placed before the Audit Committeefrom time to time for their approval and also been taken on record by the Board.

Policy on dealing with related party transactions is available on the Company'swebsite at http://scandent.in/related-party- policy.pdf

16. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

A Report on Corporate Governance along with a Certificate from Practicing CompanySecretary confirming the compliance of the conditions of Corporate Governance andManagement Discussion and Analysis Report forms part of this Annual Report.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes and commitments between the end of the financial year ofthe Company and as on the date of this report which can affect the financial position ofthe Company.

18. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:

During the year Company held 4 (Four) Board Meetings and 4 (Four) 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.

19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES:

Your Company has been following well laid down policy on appointment and remunerationof Directors KMP and Senior Management Personnel.

The appointment of Directors is made pursuant to the recommendation of Nomination andRemuneration Committee (Rs.NRC'). Approval of shareholders for payment of remuneration toWholetime Directors is sought from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees in accordancewith the provisions of Companies Act 2013 incurred in connection with attending the Boardmeetings Committee meetings General meetings and in relation to the business of theCompany. During the year under review the Company has not paid any commission to theNonExecutive Directors.

A brief of the Remuneration Policy on appointment and remuneration of Directors KMPand Senior Management is provided in the Report on Corporate Governance forming part ofthis Annual Report. Further the Policy is available on the website of the Company and theweblink thereto is http://scandent.in/nominationpolicy.pdf

NRC have also formulated criteria for determining qualifications positive attributesand independence of a director and the same have been provided in the Report on CorporateGovernance forming part of this Annual Report.

The information required under Section 197 of the Companies Act 2013 read withCompanies Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in “Annexure 2” to this Report

20. 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.

21. 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 of the Board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition structure of theboard process information and functioning etc.

The Board also carried annual performance evaluation of the working of its AuditNomination and Remuneration Committee Risk Management Committee as well as StakeholderRelationship Committee.

The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors.

In a separate meeting of the Independent Director performance of non -independentDirector performance of Board and performance of the chairman was evaluated taking in toaccount the view of Executive Director and Non Executive Director. Performance evaluationof Independent Director was done by the entire Board excluding the Independent Directorbeing evaluated.

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on 29th March 2019 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.

22 (a) STATUTORY AUDITORS AND AUDITOR REPORT

M/s. M.B. Agrawal & Co. Chartered Accountants (Firm Registration No. 100137W) wasappointed as Statutory Auditors of your Company at the 23rd Annual GeneralMeeting (“AGM”) held on 27th September 2017 for a term of four consecutiveyears. As per the provisions of Section 139 of the Companies Act 2013 the appointment ofAuditors was required to be ratified by Members at every Annual General Meeting. Pursuantto the amendment in Section 139 of the Act vide Companies (Amendment) Act 2017 effectivefrom May 7 2018 the requirement relating to ratification of appointment of StatutoryAuditors by the Members of the Company at every AGM has been dispensed with. Hence theappointment of Auditors is not required to be ratified each year at the Annual GeneralMeeting of the Company and accordingly M/s. M.B. Agrawal & Co. Chartered Accountants(Firm Registration No. 100137W) hold office for a consecutive period of four (4) yearsuntil the conclusion of the Annual General Meeting of the Company to be held for thefinancial year 2020-21 without following the requirement of ratification of theirappointment every year.

There were no qualifications reservations adverse remarks or disclaimers in thereport of statutory auditors of the Company.

No frauds were reported by the auditors under Section 143 (12) of the Act.

(b) COST AUDIT

Cost audit is not applicable to the Company.

23. SECRETARIAL AUDITOR:

Mr. Ajay Kumar of Ajay Kumar & Co. Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the fiscal year 2018-19 as required undersection 204 of the Companies Act 2013 and Rule made thereunder. The detailed report onthe Secretarial Audit is appended as an “Annexure 3” to this Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremarks.

24. INTERNAL CONTROL:

The Board ensures the effectiveness of the Company's system of internal controlsincluding financial operational and compliance control and risk management controls andsame is subject to review periodically by the Board of Directors and M/s. G.S. Toshniwal& Associates Chartered accountants Internal Auditors of the Company for itseffectiveness. The control measures adopted by the company have been found to be effectiveand adequate to the Company's requirement.

25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Pursuant to the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (“Act”) the Company has constitutedInternal Committees (IC) for redressal of complaints related to sexual harassment. Duringthe year 2018-19 the company has not received any Complaints in the matter.

26. 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 Company confirms that it has paid Annual Listing Fees due to BSE Limited up to theFinancial Year - 2019-20

27. 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 the preparation of the annual accounts the applicable accounting standards havebeen followed along 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 the provisions of allapplicable laws and such systems are adequate and operating effectively.

28. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards

29. 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.

Your Company through its risk management process strives to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors.

In Line with the regulatory requirement the Company has constituted a Risk ManagementCommittee to oversee the risk management. The details of the Committee along with itscharter are set out in the Corporate Governance Report forming part of this Report. TheRisk Management Policy is also posted on the website of the Company.

30. 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.http://www.scandent.in/whistle-blower-policy.pdf

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.

31. 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

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing alternate sources of energy NIL
(iii) the capital investment on energy conservation equipment's NIL

(b) Technology absorption

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

c) Foreign Exchange earning & outgoings

For Year Ended 31s* March 2019 (Rupees) For Year Ended 31st March 2018 (Rupees)
Expenditure-
Foreign Travel NIL NIL
Freight Forwarding Expenses NIL NIL
Income-
Commission and other income NIL NIL

32. CAUTIONARY STATEMENT

Certain statements in the Directors' Report describing the Company's objectivesprojections estimates expectations or predictions may be forward-looking statementswithin the meaning of applicable securities laws and regulations. Actual results coulddiffer from those expressed or implied. Important factors that could make a difference tothe Company's operations include labour and material availability and prices cyclicaldemand and pricing in the Company's principal markets changes in government regulationstax regimes economic.

33. 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.

For and on behalf of the Board of Directors Scandent Imaging Limited

Reg off:
Plot No. A357 Road No. 26
Wagle Industrial Estate MIDC
Thane (West) Thane- 400604 Gautam Deshpande Sowmya Deshpande
CIN: L93000MH1994PLC080842 Managing Director Whole-time Director
Email:cs@scandent.in DIN:00975368 DIN: 00705918
Website: www.scandent.in
Tele Ph: 022-25833205
Date: 29/05/2019
Place: Thane