Your Directors have pleasure in presenting the 23rd Annual Report on the business andoperations of the company together with the Audited Financial Statement for the financialyear ended 31st March 2017.
1. FINANCIAL RESULT:
The Financial performance of the Company for the year ended 31st March 2017 issummarized below:
| || ||(Rs. in Lakhs] |
|Particulars ||31s1 March 2017 ||31st March 2016 |
|Revenue from Operation ||179.80 ||107.02 |
|Other Income ||18.74 ||20.05 |
|Total ||198.54 ||127.07 |
|Expenditure || || |
|Employee Benefit Expenses ||48.61 ||36.24 |
|Depreciation ||24.65 ||38.44 |
|Other Expenses ||104.63 ||49.88 |
|Finance Costs ||1.05 ||0.49 |
|Total ||178.94 ||125.05 |
|Profit/(Loss) before exceptional and extraordinary items and tax ||19.60 ||2.02 |
|Exceptional items - Discount on Issue of Equity Shares extraordinary items || || |
|Profit/(Loss) from ordinary activities before tax ||19.60 ||2.02 |
|Tax Expense || || |
|1. Current Year Tax ||3.85 || |
|2. Short provisions for tax of earlier years || || |
|3. Deferred tax || || |
|Profit after Tax ||15.75 ||2.02 |
|Basic and Diluted EPS ||0.049 ||0.006 |
2. COMPANY'S PERFORMANCE:
During the year under review the total revenue was Rs. 198.54 Lakhs and Expenses wereRs. 154.29 Lakhs excluding the Depreciation and exceptional items as compared to Revenueof Rs.127.07 and expense were Rs. 86.61 Lakh Excluding the Depreciation and exceptionalitems during the previous year.
During the year Company has changed the Depreciation Method from Written down value toStraight line method.
Your company performed well and delivered another year of consistent profitable andresponsible growth.
Your Company's strategic intent continues to be strengthening of its leadershipposition in the business
In this regard significant progress has been made on expansion of Business intoprimary health care and support services. Your Company intend to open new "FAMILYCARE" centers to provide Modern day convenience care and basic support to themasses.
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 2016-2017.
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. Burzin Khan (DIN-07590268)and Dr. Pratibha Wlinjkar (DIN - 07469900) were appointed as Independent Directors at theAnnual General Meeting of the Company held on 30th September 2016. They willcease to be Directors of the Company as their tenure will expire on 29th September 2017.The Board Proposed to Reappoint them (Subject to approval of Shareholders) for the furthertenure of Five year from 30th September 2017.They have submitted a declaration that eachof them meets the criteria of independence as provided in section 149(6) of the Act andthere has been no change in the circumstances which may affect their status as independentdirector during the year.
> Dr. Gautam Deshpande retire by rotation and being eligible offers himself forRe-appointment at the 23rd Annual General Meeting of the Company schedule to be held on27th September 2017.
> Dr.V.S.Mohan and Dr.Ajit Shetty Independent Director of the Company ceased as aDirector of the company with effect from 30th September 2016.
8. PUBLIC DEPOSITS:
During the financial year 2016-17 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.
During the year the Company has not given any loan guarantee or made investment as perSection 186 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 said provisions are not applicable to the Company.
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 PARTIES:
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 REPORT:
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 of this Report.
15. COMPOSITION OF AUDIT COMMITTEE:
The Board has reconstituted the Audit Committee with Dr. Rajnish Kumar Pandey as itsChairman and Dr. Pratibha Walinjkar and Dr. Gautam Mohan Deshpande as its other members.Further details are provided in the Report on Corporate Governance which forms a part ofthis Annual Report.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE 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 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.
18. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS 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 your company'swebsite (i.e. www.scandent.in) at the following link: http://www.scandent.in/policies.html
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 thisReport.
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 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 31st March 2017 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 AND AUDITOR REPORT:
The Report given by the Auditors on the financial statements of the Company is Part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report. During the year under review there wereno frauds reported by the auditors to the Audit Committee or the Board under section143(12) of the Companies Act 2013.
M/s. M. B. Agrawal & Co. Chartered Accountants the Statutory Auditors of theCompany retires at the conclusion of the ensuing Annual General Meeting and have showntheir willingness to be re-appointed as the Auditors of the Company for further four (4)financial years i.e. 2017-18 2018-19 2019-20 and 2020-21. Your Directors recommendtheir Reappointment as Auditors of the Company.
As required under the provisions of section 139 and 141 of the Companies Act 2013 theCompany has obtained a written consent and written certificate from the above auditorsproposed to be re-appointed to the effect that their re-appointment if made would be inconformity with the limits qualifications and eligibility norms specified in the saidsections.
The Notes on Accounts referred to in the Auditors' report are self-explanatory and donot call for any further comments.
22. SECRETARIAL AUDITOR:
Mr. Ajay Kumar of Ajay Kumar & Associates Practising Company Secretary wasappointed to conduct the Secretarial Audit of the Company for the fiscal year 2016-17 asrequired under section 204 of the Companies Act 2013 and Rule made thereunder. Thedetailed report on the Secretarial Audit is appended as an "Annexure 3" tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remarks.
23. INTERNAL CONTROL:
The Board ensures the effectiveness of the Company's system of internal controlsincluding financial operational and compliance control and risk management controls.
The Board of Director have appointed Ms/ G.S Toshniwal & Associates CharteredAccountants as Internal Auditors for the financial year 2017 -18.
24. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 ('Act') and Rules made there under the Company hasadopted a policy and during the year no complaints or allegations of sexual harassmentwere 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 Company confirms that it has paid Annual Listing Fees due to BSE Limited up to theFinancial Year - 2017-2018.
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 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.
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.
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.
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.http://www.scandent.in/whistle-blower-policv.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.
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
|(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 2017 ||For Year Ended 31st March 2016 |
| ||(Rs.) ||(Rs.) |
|Expenditure- || || |
|Foreign Travel ||105000 ||NIL |
|Freight Forwarding Expenses ||NIL ||NIL |
|Income- || || |
|Commission and other income ||NIL ||NIL |
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
|Reg Off: || |
Scandent Imaging Limited
|503 5th Floor Churchgate || || |
|Chambers New Marine Lines ||Gautam Deshpande ||Sowmya Deshpande |
|Mumbai -400020 ||Managing Director ||Whole-time Director |
|CIN: L93000MH1994PLC080842 ||DIN: 00975368 ||DIN:00705918 |
|Date: 11th August 2017 || || |
|Place: Mumbai || || |