Dear Members,
The Board of Directors are pleased to present the 29th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2023.
1. FINANCIAL RESULTS AND HIGHLIGHTS:
The Financial performance of the Company for the year ended March 31, 2023 is summarized below:
(Rs. in Lakhs)
2. INDIAN ACCOUNTING STANDARD:
The Financial Statements for the financial year ended March 31, 2023, forming part of this Annual Report, have been prepared in accordance with Ind AS.
3. COMPANY'S PERFORMANCE:
The Company's total revenue has increased from Rs. 4237.85 in 2021-22 to Rs. 4828.29 lakh in 2022-23 to registering growth of 13.93%. The profit after tax for the year increased to Rs. 525.72 Lakhs as compared to Rs. 519.88 Lakhs in the previous year.
There has been no change in the nature of business of the Company during the year under review. Performance of the Company has also been discussed in detail in the ‘Management Discussion and Analysis Report' forming part of this Annual Report.
4. DIVIDEND:
During the year Company has announced Interim Dividend on 28.11.2022.
5. TRANSFER TO RESERVES:
No amount is proposed to be transferred to the General Reserves of the Company out of the 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, Authorised Capital of the Company increase to Rs. 75,00,00,000/- (7,50,00,000 Equity Shares of ? 10/- each) to Rs. 33,50,00,000/- (3,35,00,000 Equity Shares of ? 10/- each)
Company has issued shares by way of Right Issue. Paid capital of the Company increased to Rs. 54,01,47,740/- (5,40,14,774 Equity Shares of ? 10/- each fully paid up from Rs. 32,10,00,000 (3,21,00,000 Equity Shares of ? 10/- each fully paid up)
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, all the Independent Directors have furnished Declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act') and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and there has been no change in the circumstances which may affect their status as Independent Directors during the year.
The changes made in the composition of board from the period April 1, 2022 to March 31, 2023:
In accordance with the provision of Section 178 and other applicable provisions of the Act and SEBI Listing Regulations, if any, the Nomination and Remuneration Committee has considered and recommended the above appointments/re- appointments to the Board of Directors and Key Managerial Personnel of the Company. 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 Naig, Managing Director retires by rotation as Director at the ensuing AGM and being eligible, offers herself 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
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 at meetings of the Committees are provided in the Corporate Governance report.
10. PUBLIC DEPOSITS:
During the financial year 2022-23, your Company has not accepted any deposit within the meaning 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 COMPANIES ACT, 2013:
The particulars of loans given and investments made during the financial year under Section 186 of the Companies Act, 2013 are given at Notes forming part of the Financial Statements. During the financial year, the Company has neither provided 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 the Regulators/Courts/Tribunal which would impact the going concern status of the Company and its operations in future.
13. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility is an integral part of the Company's ethos and policy and it has been pursuing this on a sustained basis. The Company had a Net Profit of more than Rs. 5 crore in the Financial Year 2021-22, hence the provisions of Section 135 of the Companies Act, 2013, at some extent applicable to the Company for the Financial Year 2022-23.
The Company recognizes its obligations to act responsibly, ethically and with integrity in its dealings with employees, community, customers and the environment as a whole, but due to the contingencies in Businesses and unacquaintance of sources of CSR Expenditure, the Company spend Rs. 12,33,180/- (spent after end of financial year but before reporting date of Board Report) out of which Rs. 3,82,921/- is related to the previous year unspent amount. Annexure relating to the same is attached as "Annexure 1".
14. EXTRACT OF ANNUAL RETURN:
As per the provisions of section 92(3) read with section 134(3)(a) of the Act, Annual Return for the Financial Year ended on March 31, 2023, in is available on the website of the Company i.e. www.scandent.in.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All related party transactions that were entered into by the Company during the financial year were in ordinary course of business and at arm's length basis. Also, there were related party transactions which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.
All related party transactions are being reviewed and placed before the Audit Committee from time to time for their approval and also been taken on record by the Board.
The information relating to related party transactions is set out in the "Annexure 2" to this Report.
Policy on dealing with related party transactions, is available on the Company'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 from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report forms part of this Annual Report.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments between the end of the financial year of the Company and as on the date of this report which can affect the financial position of the Company.
18. NUMBER OF MEETINGS OF THE BOARD:
There were Seven (7) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.
19. RETIREMENT BY ROTATION:
Ms. Lucy Massey (DIN 09424796), retires by rotation at the ensuing Annual General Meeting, and being eligible offers herself for re-appointment.
20. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS. KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:
Your Company has been following well laid down policy on appointment and remuneration of Directors, KMP and Senior Management Personnel.
The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC'). Approval of shareholders for payment of remuneration to Wholetime Directors is sought, from time to time.
The remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013 incurred in connection with attending the Board meetings, Committee meetings, General meetings and in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.
A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance forming part of this Annual Report. Further, the Policy is available on the website of the Company and the web link thereto is http://www.scandent.in/nominationpolicy.pdf
NRC have also formulated criteria for determining qualifications, positive attributes and independence of a director and the same have been provided in the Report on Corporate Governance forming part of this Annual Report.
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.
21. DECLARATION OF INDEPENDENCE:
The Company has received necessary declaration from each Independent Director under section 149 (7) of the Act that he / she meets the criteria of independence laid 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 the Board evaluation framework. The Board of Directors has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to provision of the Act and the Corporate Governance requirement as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulation, 2015").
The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the Board composition, structure of the board process, information and functioning, etc.
The Board also carried annual performance evaluation of the working of its Audit, Nomination and Remuneration Committee, Risk Management Committee as well as Stakeholder Relationship Committee. The Board and the Nomination and Remuneration Committee 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 evaluated, taking in to account the view of Executive Director and Non Executive Director. Performance evaluation of Independent Director 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 March 29, 2023, without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors 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 the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Present Independent Directors holds a unanimous opinion that the Non- Independent Directors bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between 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 with the regulatory changes and their roles and responsibility in view thereof.
23. STATUTORY AUDITORS AND AUDITOR REPORT:
M/s. S. M. Gupta and Co, Chartered Accountants (Firm Registration No. 310015E), was appointed as Statutory Auditors of your Company at the Annual General Meeting ("AGM") held on 30th November, 2021 for a term of five consecutive years until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2026.
The Board places on record its sincere appreciation for the services rendered by M/s. M. B. Agrawal & Co. during their tenure as Statutory Auditors of the Company. The Board of Directors of the Company at their meeting held on August 13, 2021, based 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 Statutory Auditors of the Company to hold office from the conclusion of this
27th Annual General Meeting till the conclusion of 32nd Annual General Meeting of the Company, subject to compliance of the various provisions of Companies Act, 2013.
M/s. S. M. Gupta and Co. has expressed its willingness to be appointed as the Statutory Auditors of the Company and also confirmed its eligibility in compliance with the provisions of Section 139, 141 and other applicable provisions of the Companies Act, 2013.
Management reply on Statutory Audit Report containing any qualification, reservation or adverse remarks- Auditor's opinion accepted and noted. The Company has not made any provision for the arrear of rent. As the decision of the Court is still awaited and the company is of the view the decision will come in the favour of Company. However the same is provided in the notes to accounts.
24. SECRETARIAL AUDITOR:
Mr. Ajay Kumar of Ajay Kumar & Co., Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2022-23, as required under Section 204 of the Companies Act, 2013 and Rule made thereunder. The detailed report on the Secretarial Audit is appended as an "Annexure - 4" to this Report. The comments referred to in the report of the Secretarial auditor are self- explanatory.
25. COST AUDITORS:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company for the FY 2022-23.
26. 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 and same is subject to review periodically by the Board of Directors and M/s. Navin Podar & Co,, Chartered accountants, Internal Auditors of the Company for its effectiveness. The control measures adopted by the company have been found to 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 place and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
Summary of sexual harassment issues raised attended and dispensed during financial year 2023:
• 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 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 - 2022-23.
29. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (c) of the Companies Act, 2013, the board of Director, to the best of their knowledge and ability, confirm 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. They 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. They 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. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls, which are adequate and are operating efficiently.
vi. They have devised proper systems to ensure compliance with the provisions 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 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.
In Line with the regulatory requirement, the Company has constituted a Risk Management Committee to oversee the risk management. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report. 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 and legal business conduct. The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and under Regulation 22 of SEBI Listing Regulations 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 policy has 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 be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS:
The particulars as prescribed under sub- section (3) (m) of Section 134 of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 are hereunder:
a) conservation of energy
(b) Technology absorption
(c) Foreign Exchange earning & outgoings
34. FRAUDS:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors' Report.
35. CAUTIONARY STATEMENT:
Certain statements in the Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic.
36. 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.