BOARD’S REPORT To, The Members, Your directors have pleasure in presenting their 21st Annual Report on the business and operations of the company together with the Audited Statement of Accounts for the year ended 31st March 2015. RESULTS OF OPERATIONS AND STATE OF COMPANY’S AFFAIRS During the year under review, the Total revenue were Rs. 1,797,312, and expense were Rs. 2,431,139 excluding the Depreciation and exceptional items. Loss before exceptional and extraordinary items were Rs. 937,382 against the loss of Rs. 3,356,184 during the previous year. 3. DIVIDEND Due to losses, your Directors do not recommend any dividend for the financial year 2014- 2015. 4. TRANSFER TO RESERVES Your Company do not proposes to transfer any amount to general reserve. 5. CHANGE OF NAME The Company’s name was changed from “Count N Denier (India) Limited” to “Scandent Imaging Limited” with effect from 17th March 2015. The change of name was approved by the members through Postal Ballot including e-voting and results were declared on 23.02.2015. The Registrar of Companies, Mumbai has, on 17th March 2015, issued the fresh certificate of incorporation recording the change in the name of the Company. 6. SUBSIDIARY The Company does not have any Subsidiary Company. 7. CHANGES IN SHARE CAPITAL During the year 2013-14 issue of 3,00,00,000 Equity Shares of Rs.10/- each at discount of 85% was approved by members on 23rd August 2013 through postal ballot, for the said purpose the Company was required to make an application to the Company Law Board, Mumbai for seeking approval to issue of shares at a discount of more than 10%, but Company law Board rejected the petition of the Company. Thereafter, the Company filed an appeal against the order of the Company Law Board in the Bombay High court on 5th February 2014. The Hon’ble Bombay High Court pass the final order and the company received the certified copy of the order of the Bombay High Court on 5th November, 2014. Thereafter, During the year under review the Company made Preferential allotment of 2,91,00,000 equity shares of Rs. 10 each at a discount of Rs. 8.50 each on 13th November ,2014. 8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Dr. Gautam Mohan Deshpande, Managing Director liable to retire by rotation and being eligible, offers himself for reappointment. Dr. Ananya Akash Rao has been appointed as an Additional Independent Director of the Company w.e.f 29.01.2015 and her tenure will expire in this Annual General Meeting. Dr. Mukul Padhye, Independent Director of the Company , his tenure will expire in this Annual General Meeting. Dr. V.S. Mohan was appointed as Independent Director on the Board in the Annual General Meeting held on 29th September, 2014 upto conclusion Annual General Meeting to be held in the year 2015. We seek your approval for re-appointment of Dr. V.S. Mohan as an Independent Directors for a term of One year i.e. from ensuing Annual General Meeting upto the conclusion of Annual General Meeting to be held in the year 2016, and he will not be liable to retire by rotation. Dr. Ajit Shetty was appointed as Independent Director on the Board in the Annual General Meeting held on 29th September, 2014 upto conclusion Annual General Meeting to be held in the year 2015. We seek your approval for re-appointment of Dr. Ajit Shetty as an Independent Directors for a term of One year i.e. from ensuing Annual General Meeting up to the conclusion of Annual General Meeting to be held in the year 2016, and he will not be liable to retire by rotation. Ms. Kanchan Parab resigned as the Company Secretary & Compliance Officer of the Company on 29th January, 2015, in her place Ms. Priyanka Mukherjee was appointed as the Company Secretary & Compliance Officer w.e.f 11th May 2015. Mr. Amit Tyagi has been appointed as the Chief Financial Officer of the Company with effect from 13th August, 2014. Mr. Amit Tyagi has over 10 years of experience in the field of finance, Accounts & Taxation. 9. FIXED DEPOSITS During the financial year 2014-15, your Company has not accepted any deposit within the of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014. 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186. During the year the Company has not given any loan, guarantee or made investment as per Section 186 of the Companies Act, 2013 and the rules made there under. 11. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as “Annexure 1” to this Report. 12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES Particulars of contracts or arrangements with related parties referred to in sub- section (1) of section 188 of the Companies act, 2013 in the prescribed format AOC- 2 is appended as “Annexure -2” to the Board Report. 13. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT In compliance with the provisions of Clause 49 of the Listing Agreement, a separate report on Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report. Management Discussion & Analysis Report also forms part of this Report. 14. 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 position between the end of the financial year and date of the report. 15. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE During the year, Company held 5 (five) Board Meetings and 5 (five) Audit Committee meetings .The full details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. 16. DECLARATION OF INDEPENDENCE Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement. 17. 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 Companies Act, 2013 read with the Rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 25th December 2014 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. The said policy is available at your company website (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 with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure 3” to this Report 18. ANNUAL EVALUATION OF BOARD’S PERFORMANCE: In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Board/Director(s) for the financial year 2014-15. 19. STATUTORY AUDITORS M/s. M.B. Agrawal & Co., Chartered Accountants (Firm Registration No. 100137W) were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 29th September, 2014 for 3 (three) consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by, the Auditors in their Report. 20. SECRETARIAL AUDIT During the year, Secretarial Audit was carried out by Mr. Manoj Mimani , Practising Company Secretary, the Secretarial Auditor of the Company for the financial year 2014-15. There was no qualification, reservation or adverse remarks given by Secretarial Auditor of the Company. The detailed report on the Secretarial Audit is appended as an “Annexure 4” to this Report. 21. INTERNAL CONTROL The Board ensures the effectiveness of the Company’s system of internal controls including financial, operational and compliance control and risk management controls Ms/ G.S Toshniwal & Associates, Chartered Ac countants has been re- appointed as Internal Auditors for the financial year 2015 - 16 22. 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. During the year no complaints or allegations of sexual harassment were filed with the Company. 23. LISITNG OF EQUITY SHARES Pursuant to the provisions of Listing Agreement with the Stock Exchanges, the Company declares 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 the Financial Year – 2015-2016. 24. CASH FLOW STATEMENT In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2015 is annexed hereto. 25. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, the Directors report that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit of the Company for year under review; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts on a going concern basis. v. The Directors have laid down internal financial controls, which are adequate and are operating efficiently. vi. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. 26. RISK MANAGEMENT Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk treatment plans in its strategy, business and operational plans. Your Company, through its risk management process, strives to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors. As per the requirements of Clause 49 of the Listing Agreement, your Company has constituted a Risk Management Committee to oversee the risk management efforts..The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report. During the financial year 2014-15, the Board of Directors have approved the risk management policy and formulated a Risk Management Committee. The Risk Management Policy is also posted on the website of the Company. 27. Vigil Mechanism/Whistle Blower Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. Vigil mechanism /Whistle Blower Policy of your Company is also posted on the website of the Company . 29. Acknowledgements: The Board expresses its gratitude and appreciates the assistance and co-operation received from the Banks, Government Authorities, Customers, Shareholders and other Stakeholders during the year under review. By and on behalf of the Board of Directors Reg Off: Scandent Imaging Limited Ground Floor, Shop No.12, Tardeo AC Market Building, Tardeo Road, Tardeo, Mumbai – 400034 Dr. Gautam Deshpande CIN: L93000MH1994PLC080842 Chairman & Managing Director DIN NO. 00975368 Place: Mumbai. Date: 14.08.2015 |