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Scandent Imaging Ltd.

BSE: 516110 Sector: Health care
NSE: N.A. ISIN Code: INE146N01016
BSE 00:00 | 27 May 17.15 -0.10
(-0.58%)
OPEN

17.80

HIGH

17.80

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16.40

NSE 05:30 | 01 Jan Scandent Imaging Ltd
OPEN 17.80
PREVIOUS CLOSE 17.25
VOLUME 44583
52-Week high 28.40
52-Week low 14.40
P/E 10.92
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.80
CLOSE 17.25
VOLUME 44583
52-Week high 28.40
52-Week low 14.40
P/E 10.92
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Scandent Imaging Ltd. (SCANDENTIMAGING) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the 27thAnnual Report of the Company along with the Audited Financial Statements for the financialyear ended March 31 2021.

1. FINANCIAL RESULTS AND HIGHLIGHTS:

The Financial performance of the Company for the year ended March 312021 is summarized below:

(Rs. in Lakhs)
Particulars March 31 2021 March 31 2020
Revenue from Operations 3535.50 1324.60
Other Income 1.77 1.65
Total 3537.27 1326.25
Expenditure
Purchase of stock in trade 372.87 82.46
Change in inventory (1.08) (10.54)
Employee Benefit Expenses 346.05 272.73
Depreciation 141.60 127.63
Other Expenses 2034.16 767.25
Finance Costs 78.47 82.87
Total 2972.07 1322.40
Profit / (Loss) before exceptional and extraordinary items and tax 565.20 3.85
Exceptional items - Discount on Issue of Equity Shares extraordinary items
Profit / (Loss) from ordinary activities before tax 565.20 3.85
Tax Expense
1. Current Year Tax 157.79 1.00
2. Short provisions for tax of earlier years -
3. Deferred tax -
Profit/ (Loss) after Tax 407.41 2.85
Total Other Comprehensive income for the year (1.43) 0.94
Total Comprehensive income / (loss) for the year 405.98 3.79
Basic and Diluted EPS 1.27 0.01

2. Indian Accounting Standard:

The Financial Statements for the financial year ended March 31 2021forming part of this Annual Report have been prepared in accordance with Ind AS.

The reconciliations and descriptions of the effect of the transitionfrom Previous GAAP to Ind AS have been provided in the Notes to Accounts to the FinancialStatements.

3. COMPANY'S PERFORMANCE:

Your Company achieved a total income of Rs. 3537.27 Lakhs during thecurrent year as against Rs. 1326.25 Lakhs in the corresponding financial year ended March31 2020. EBITDA for the year stood at Rs. 565.20 Lakhs compared to Rs. 3.85 Lakhs for theprevious corresponding year. Profit / (Loss) for the year stood at Rs. 407.41 Lakhs in thecurrent financial year compared to Rs. 2.85 Lakhs in the previous year.

There has been no change in the nature of business of the Companyduring the year under review. Performance of the Company has also been discussed in detailin the ‘Management Discussion and Analysis Report' forming part of this AnnualReport.

4. DIVIDEND:

To strengthen the long term prospectus and sustainable growth in assetsand revenue it is important for the Company to evaluate various opportunities in thedifferent business vertical in which Company operates. The Board of Directors considersthis to be in the strategic interest of the Company and believe that this will greatlyenhance the long term shareholder value. The Company expects better results for the comingyear. In order to fund this development and implementation projects conservation of fundis of vital importance. Therefore your Directors have not recommended any dividend forthe financial year 2020-2021.

5. TRANSFER TO RESERVES:

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

6. SUBSIDIARY:

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

7. CHANGES IN SHARE CAPITAL IF ANY:

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review all the Independent Directors havefurnished Declaration of Independence stating that they meet the criteria of independenceas provided under Section 149(6) of the Companies Act 2013 (‘the Act') andRegulation 16 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (‘SEBI Listing Regulations') andthere has been no change in the circumstances which may affect their status as IndependentDirectors during the year.

• Dr. Gautam Deshpande retired from the Board as Managing Directorwith effect from close of business hours on January 31 2021.

• Dr. Sowmya Deshpande resigned from the position of Whole TimeDirector w.e.f. close of business hours on April 26 2021. Dr. Sowmya Deshpande had videtheir letter dated April 26 202 informed the Company of their inability to render theirservices as Whole Time Director of the Company.

• Mr. Pandoo Naig (DIN: 00158221) has been appointed as aManaging Director on the Board of the Company effective April 26 2021 subject to approvalof shareholders of the Company.

• Dr. Gaurav Goyal resigned from the post of Independent Directorfrom the Board of the Company with effect from May 10 2021. Dr. Gaurav Goyal had videtheir letter dated May 10 2021 informed the Company of their inability to render theirservices as Independent Director of the Company due to non availability of time. Theyfurther confirmed that there are no material reasons other than the above mentioned reasonfor his resignation.

• Dr. Rahul Sathe (DIN: 09235493) and Dr. Rajeev Singh (DIN:09235266) Non Executive Non Independent Directors have been appointed as an AdditionalDirectors on the Board of the Company effective June 29 2021.

In accordance with the provision of Section 178 and other applicableprovisions of the Act and SEBI Listing Regulations if any the Nomination andRemuneration Committee has considered and recommended the aboveappointments/re-appointments to the Board of Directors and Key Managerial Personnel of theCompany. A brief resume and other details of all the Directors seeking appointment/re-appointment are provided in the Notice of AGM.

Pursuant to the provisions of Section 152 of the Act Mr. Pandoo NagManaging Director retires by rotation as Director at the ensuing AGM and being eligibleoffers herself for re-appointment. The Board recommends his re-appointment.

In accordance with the provisions of Section 2(51) and 203 of the Actread with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 Mr. Pandoo Naig Managing Director Dr. Gautam Deshpande Chief Executive Officer

Mr. Amit Tyagi Chief Financial Officer and Ms. Sheetal Musale CompanySecretary & Compliance Officer are the Key Managerial Personnel (‘KMP') ofyour 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 membershipand attendance at meetings of the Committees are provided in the Corporate Governancereport.

10. PUBLIC DEPOSITS:

During the financial year 2020-21 your Company has not accepted anydeposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read togetherwith the Companies (Acceptance of Deposits) Rules 2014.

11. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES UNDER SECTION 186OF THE COMPANIES ACT 2013:

The particulars of loans given and investments made during thefinancial year under Section 186 of the Companies Act 2013 are given at Notes formingpart of the Financial Statements. During the financial year the Company has neitherprovided any securities nor provided 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 theRegulators/Courts/Tribunal which would impact the going concern status of the Company andits operations in future.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The said provisions are not applicable to the Company for the financialyear 2020-21. However The Company has earned net profit of Rs. 5.65 Crore in thefinancial year 2020-21 and hence the provision would be applicable form the financial year2021-22. The Company shall comply with the provision of Section 135 of the Companies Act2013.

14. EXTRACT OF ANNUAL RETURN:

As per the provisions of section 92(3) read with section 134(3)(a) ofthe Act Annual Return for the Financial Year ended on March 31 2021 in prescribed FormNo. MGT-7 is available on the website of the Company onhttp://www.scandent.in/Annual_Return/Annual%20Return%20FY%202020-21.pdf

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

All related party transactions that were entered into by the Companyduring the financial year were in ordinary course of business and at arm's lengthbasis. Also there were no related party transactions which could be considered materialin accordance with the Policy of the Company on materiality of related party transactions.

All related party transactions are being reviewed and placed before theAudit Committee from time to time for their approval and also been taken on record by theBoard.

Policy on dealing with related party transactions is available on theCompany's website at http://www.scandent.in/related-party-policy.pdf

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

A Report on Corporate Governance along with a Certificate fromPracticing Company Secretary confirming the compliance of the conditions of CorporateGovernance and Management Discussion and Analysis Report forms part of this Annual Report.

17. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITIONBETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:

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

18. NUMBER OF MEETINGS OF THE BOARD:

There were Four (4) meetings of the Board held during the year.Detailed information is given in the Corporate Governance Report.

19. RETIREMENT BY ROTATION

Mr. Pandoo Naig Managing Director retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIALPERSONNEL AND PARTICULARS OF EMPLOYEES:

Your Company has been following well laid down policy on appointmentand remuneration of Directors KMP and Senior Management Personnel.

The appointment of Directors is made pursuant to the recommendation ofNomination and Remuneration Committee (‘NRC'). Approval of shareholders forpayment of remuneration to Wholetime Directors is sought from time to time.

The remuneration of Non-Executive Directors comprises of sitting feesin accordance with the provisions of Companies Act 2013 incurred in connection withattending the Board meetings Committee meetings General meetings and in relation to thebusiness of the Company. During the year under review the Company has not paid anycommission to the Non-Executive Directors.

A brief of the Remuneration Policy on appointment and remuneration ofDirectors KMP and Senior Management is provided in the Report on Corporate Governanceforming part of this Annual Report. Further the Policy is available on the website of theCompany and the weblink thereto is http://www.scandent.in/nominationpolicy.pdf

NRC have also formulated criteria for determining qualificationspositive attributes and independence of a director and the same have been provided in theReport on Corporate Governance forming part of this Annual Report.

The information required under Section 197 of the Companies Act 2013read with Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors/ employees of your Company is set out in "Annexure 2" tothis Report.

21. DECLARATION OF INDEPENDENCE:

The Company has received necessary declaration from each IndependentDirector under section 149 (7) of the Act that he / she meets the criteria of independencelaid down in Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations.

22. BOARD EVALUATION:

One of the key functions of the Board is to monitor and review theBoard evaluation framework. The Board of Directors has carried out an annual evaluation ofits own performance Committees and Individual Directors pursuant to provision of the Actand the Corporate Governance requirement as prescribed by SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulation 2015").

The performance of the Board was evaluated by the board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionstructure of the board process information and functioning etc.

The Board also carried annual performance evaluation of the working ofits Audit Nomination and Remuneration Committee Risk Management Committee as well asStakeholder Relationship Committee. The Board and the Nomination and RemunerationCommittee reviewed the performance of the individual Directors.

In a separate meeting of the Independent Director performance of non-independent Director performance of Board and performance of the chairman was evaluatedtaking in to account the view of Executive Director and Non Executive Director.Performance evaluation of Independent Director was done by the entire Board excluding theIndependent Director being evaluated.

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on February 12 2021 withoutthe attendance 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 Boardas a whole;

ii. Assessed the quality quantity and timelines of flow of informationbetween the Company Management and the Board that is necessary for the Board toeffectively and reasonably perform their duties.

The Present Independent Directors holds a unanimous opinion that theNonIndependent Directors bring to the Board constructive knowledge in their respectivefield. All the Directors effectively participate and interact in the Meeting. Theinformation flow between the Company's Management and the Board is satisfactory.

Training of Independent Directors

The Company shall provide regular training to independent directors toupdate them with the regulatory changes and their roles and responsibility in viewthereof.

23. STATUTORY AUDITORS AND AUDITOR REPORT:

M/s. M. B. Agrawal & Co. Chartered Accountants (Firm RegistrationNo. 100137W) was appointed as Statutory Auditors of your Company at the Annual GeneralMeeting ("AGM") held on September 27 2017 for a term of four consecutive yearsuntil the conclusion of the Annual General Meeting of the Company to be held for thefinancial year 2020-21 and hence the term of M/s. M. B. Agrawal & Co. expires thisAGM. Statutory Auditors of the Company has completed ten years as Statutory Auditors ofyour Company.

M/s. M. B. Agrawal & Co. has completed two terms as StatutoryAuditors of your Company. Considering the requirements of Section 139(2) of the CompaniesAct 2013 read with the Companies (Audit and Auditors) Rules 2014 they shall cease tohold office from the conclusion of ensuing Annual General Meeting.

The Board places on record its sincere appreciation for the servicesrendered by M/s. M. B. Agrawal & Co. during their tenure as Statutory Auditors of theCompany. The Board of Directors of the Company at their meeting held on August 13 2021based on the recommendation of the Audit Committee recommended appointment of M/s. S. M.Gupta and Co Chartered Accountants (Firm Registration No. 310015E) as the StatutoryAuditors of the Company to hold office from the conclusion of this 27th Annual GeneralMeeting till the conclusion of 32nd Annual General Meeting of the Company subject tocompliance of the various provisions of Companies Act 2013.

M/s. S. M. Gupta and Co. has expressed its willingness to be appointedas the Statutory Auditors of the Company and also confirmed its eligibility in compliancewith the provisions of Section 139 141 and other applicable provisions of the CompaniesAct 2013.

24. SECRETARIAL AUDITOR:

Mr. Ajay Kumar of Ajay Kumar & Co. Company Secretaries wasappointed to conduct the Secretarial Audit of the Company for the financial year 2020-21as required under Section 204 of the Companies Act 2013 and Rule made thereunder. Thedetailed report on the Secretarial Audit is appended as an "Annexure 3" to thisReport. The Secretarial Audit Report does not contain any qualification reservation oradverse remarks.

25. COST AUDITORS

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148 (1) of the Companies Act 2013 are not applicable tothe Company for the FY 2020-21.

There were no qualifications reservations adverse remarks ordisclaimers in the report of statutory auditors of the Company.

26. INTERNAL CONTROL:

The Board ensures the effectiveness of the Company's system ofinternal controls including financial operational and compliance control and riskmanagement controls and same is subject to review periodically by the Board of Directorsand M/s. G. S. Toshniwal & Associates Chartered accountants Internal Auditors of theCompany for its effectiveness. The control measures adopted by the company have been foundto be effective and adequate to the Company's requirement.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has zero tolerance for sexual harassment at the work placeand has adopted a policy on prevention prohibition and redressal of sexual harassment inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.

Summary of sexual harassment issues raised attended and dispensedduring financial year 2021:

• No. of complaints received: 0

• No. of complaints disposed off: 0

• No. of cases pending for more than 90 days: Nil

28. LISTING OF EQUITY SHARES:

Pursuant to the provisions of Listing Agreement with the StockExchanges the Company declares that the Equity Shares of the Company are listed at theBSE Limited.

The Company confirms that it has paid Annual Listing Fees due to BSELimited up to the Financial Year - 2020-21.

29. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134(3) (c) of the CompaniesAct 2013 the board of Director to the best of their knowledge and ability confirmthat:

i. In the preparation of the annual accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;

ii. They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the Profit of the Company for year under review;

iii. They have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 adequateand are operating efficiently.

vi. They have devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems are adequate and operating effectively.

30. SECRETARIAL STANDARDS:

The Company complies with all applicable secretarial standards.

31. RISK MANAGEMENT:

Your Company recognizes that risk is an integral part of business andis committed to managing the risks in a proactive and efficient manner. Your Companyperiodically assesses risks in the internal and external environment along with the costof treating risks and incorporates risk treatment plans in its strategy business andoperational plans.

Your Company through its risk management process strives to containimpact and likelihood of the risks within the risk appetite as agreed from time to timewith the Board of Directors.

In Line with the regulatory requirement the Company has constituted aRisk Management Committee to oversee the risk management. The details of the Committeealong with 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.

32. VIGIL MECHANISM/WHISTLE BLOWER:

Your Company is committed to highest standards of ethical moral andlegal business conduct. The Company has adopted a Whistle Blower Policy and hasestablished the necessary vigil mechanism which is in compliance with the provisions ofSection 177 (10) of the Companies Act 2013 and under Regulation 22 of SEBI ListingRegulations 2015 for directors and employees to report concerns about unethical behavior.No person has been denied access to the Chairman of the audit committee. The said policyhas been also put up on 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 beraised by its employees against any kind of discrimination harassment victimization orany other unfair practice being adopted against them.

33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGNEXCHANGE EARNING & OUTGOINGS:

The particulars as prescribed under sub- section (3) (m) of Section 134of the Companies 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 31st March 2021 For Year Ended 31st March 2020
(Rupees) (Rupees)
Expenditure-
Foreign Travel NIL NIL
Freight Forwarding Expenses NIL NIL
Income-
Commission and other income NIL NIL

34. FRAUDS:

During the year under review neither the statutory auditors nor thesecretarial auditor has reported to the audit committee under section 143(12) of the Actany instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Directors' Report.

35. CAUTIONARY STATEMENT:

Certain statements in the Directors' Report describing theCompany's objectives projections estimates expectations or predictions may beforward-looking statements within the meaning of applicable securities laws andregulations. Actual results could differ from those expressed or implied. Importantfactors that could make a difference to the Company's operations include labour andmaterial availability and prices cyclical demand and pricing in the Company'sprincipal markets changes in government regulations tax regimes economic.

36. ACKNOWLEDGEMENTS:

The Board expresses its gratitude and appreciates the assistance andco-operation received from the Banks Government Authorities Customers Shareholders andother Stakeholders during the year under review.

.