Directors Report of Family Care Hospitals Ltd.

Mar 31, 2018

To,

The Members,

The Directors have pleasure in presenting the 24^th Annual Report on the business and operations of the company together with the Audited Financial Statement for the financial year ended 31^st March, 2018.

1. FINANCIAL RESULT:

The Financial performance of the Company for the year ended 31st March, 2018 is summarized below:

(Rs.. in Lakhs)

Particulars	31st March ,2018	31st March ,2017
Revenue from Operations	518.84	179.80
Other Income	24.31	18.74
Total	543.15	198.54
Expenditure
Purchase of stock in trade	18.04	-
Change in inventory	(6.80)	-
Employee Benefit Expenses	117.95	48.61
Depreciation	39.22	24.65
Other Expenses	255.33	104.63
Finance Costs	11.34	1.05
Total	435.08	178.94
Profit / (Loss) before exceptional and extraordinary items and tax	108.07	19.60
Exceptional items - Discount on Issue of Equity Shares
extraordinary items	------------
Profit / (Loss) from ordinary activities before tax	108.07	19.60
Tax Expense
1. Current Year Tax	22.64	3.85
2. Short provisions for tax of earlier years	(0.31)
3. Deferred tax
Profit/ (Loss) after Tax	85.74	15.75
Basic and Diluted EPS	0.27	0.05

2. Indian Accounting Standard:

The Financial Statements For the Financial Year ended March 31, 2018, Forming Part of this Annual Report, have been Prepared in accordance with Ind AS With a Transition Date of April 1, 2016. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013.

The Reconciliations and Descriptions of the effect of the transition from Previous GAAP to Ind AS Have Been Provided in the Notes to Accounts to the Financial Statements.

3. COMPANY’S PERFORMANCE

During the year under review, the total revenue was Rs. 543.14 Lakhs, and Expenses were Rs. 395.85 Lakhs Excluding the Depreciation and exceptional items as compared to Revenue of Rs.198.54 and expenses were Rs. 154.30 Lakh Excluding the Depreciation and exceptional items during the previous year.

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

4. DIVIDEND

To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates. The Board of Directors considers this to be in the strategic interest of the Company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2017-2018.

5. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to General Reserve.

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.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year, Dr. Gautam Deshpande re-appointed as Managing Director of the company pursuant to Section 152 of Companies Act, 2013at the 23rd Annual General Meeting held on 27th September, 2017.

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.

9. PUBLIC DEPOSITS :

During the financial year 2017-18, 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.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186.

Information regarding loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are detailed in the Financial Statements.

11. 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.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The said provisions are not applicable to the Company.

13. 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.

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

No transactions entered with related parties during the year under review. None of the transactions are material and therefore no information is provided in the Form AOC 2.

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

As per Regulation 34 of SEBI Listing Regulation 2015, a separate report on Corporate Governance along with a certificate from Mr. Ajay Kumar, Practising Company Secretaries an integral part of this Report.

Also Management Discussion & Analysis Report also forms part of this Report.

16. 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.

During the year Company has shifted its Registered Office from 503,5thFloor,Churchgate Chambers, New Marine Lines, Mumbai- 400020 Maharashtra” To “Plot No. A 357, Road No. 26, Wagle Industrial Estate, MIDC, Thane (West), Maharashtra- 400604”.

17. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:

During the year, Company held 5(Five) Board Meetings and 4 (Four) Audit Committee Meetings. The full details of the number of Board and all Committees Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

18. 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 as per Listing Regulation the Board of Directors 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’s website (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 with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure 2” to this Report

19. 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.

20. 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 31^st March 2018, 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.

21. STATUTORY AUDITORS AND AUDITOR REPORT

Pursuant to provision of section 139 of the Act and the rule framed thereafter M/ s. M.B. Agrawal & Co., Chartered Accountants (Firm Registration No. 100137W) were appointed as Statutory Auditors of Company from the conclusion of the 23^rd Annual General Meeting of the Company held on 27^th September, 2017 for further four (4) financial years, i.e., 2017-18, 2018-19, 2019-20 and 2020-21 till the conclusion of 27^thAnnual general Meeting to be held in the year 2021 subject to ratification at every Annual General Meeting .

In terms of recent amendment in Section 139(1) of Companies Act, 2013 vide Notification dated 07.05.2018 there is no requirement for ratification of appointment of Auditor. Therefore, there is no need to pass resolution for ratification of appointment of Auditor in ensuing 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. During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

22. SECRETARIAL AUDITOR:

Mr. Ajay Kumar of Ajay Kumar & Co., Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the fiscal year 2017-18, 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 3” to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

23. 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 M/s. G.S. Toshniwal& Associates, Chartered accountants for its effectiveness. The control measures adopted by the company have been found to be effective and adequate to the Company’s requirement.

24. 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 the Company has adopted a policy and during the year no complaints or allegations of sexual harassment were filed with the Company.

25. 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 - 2018-19

26. 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.

27. SECRETARIAL STANDARDS

The Company complies with all applicable secretarial standards

28. 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.

29. 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.

30. 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

31. 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.

32. 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.

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

Managing Director Whole-time Director

CIN: L93000MH1994PLC080842 DIN: 00975368 DIN: 00705918

Email:[email protected]

Website: www.scandent.in

Tele Ph: 022-25833205

Fax: [phone]

Date: 29/05/2018

Place: Thane

---

Mar 31, 2016

To,

The Members,

The Directors have pleasure in presenting their 22^nd Annual Report on the business and operations of the company together with the Audited Financial Statement for the financial year ended 31^st March, 2016.

1. FINANCIAL RESULT:

The Financial performance of the Company for the year ended 31st March, 2016 is summarized below:

(Rs. in Lakhs)

Particulars	31st March ,2016	31st March ,2015
Revenue from Operation	107.02	6.81
Other Income	20.05	11.16
Total	127.07	17.97
Expenditure
Employee Benefit Expenses	35.94	4.68
Depreciation	38.43	3.03
Other Expenses	50.67	19.62
Finance Costs	-	-
Total	125.05	27.34
Profit / (Loss) before exceptional and extraordinary items and tax	2.01	(9.37)
Exceptional items - Discount on Issue of Equity Shares		2473.50
extraordinary items	—
Profit / (Loss) from ordinary activities before tax	2.01	(2482.87)
Tax Expense
1. Current Year Tax	—	—
2. Short provisions for tax of earlier years	—	—
3. Deferred tax	—	—
Profit after Tax	2.01	(2482.87)
Basic and Diluted EPS	0.006	(17.63)

2. COMPANY''S PERFORMANCE

During the year under review, the total revenue was Rs. 127.07 Lakhs, and Expenses were Rs. 86.61 Lakhs excluding the Depreciation and exceptional items as compared to Revenue of Rs.17.97 Lakhs and expense were Rs. 24.31 Lakhs Excluding the Depreciation and exceptional items during the previous year.

Your company performed well and delivered another year of consistent, profitable and responsible growth.

3. DIVIDEND

To strengthen the long term prospectus and sustainable growth in assets and revenue, it is important for the company to evaluate various opportunities in the different business vertical in which Company operates. The Board of Directors considers this to be in the strategic interest of the Company and believe that this will greatly enhance the long term shareholder value. The Company expects better results for the coming year. In order to fund this development and implementation projects, conservation of fund is of vital importance. Therefore, your Directors have not recommended any dividend for the financial year 2015-2016.

4. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount to General Reserve.

5. SUBSIDIARY:

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.

APPOINTMENTS

- Pursuant to Provision of Section 149 of the Act, Dr. V. S. Mohan (DIN-06640359) and Dr.Ajit Shetty (DIN -06723925) were appointed as Independent Directors at the Annual General Meeting of the Company held on 30^th September 2015. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year.

- Dr. Burzin Khan and Dr. Pratibha Walinjkar who were appointed as Additional Independent Directors of the Company by the Board of Directors on the recommendation of Nomination and Remuneration Committee at their meeting held on 13^th August, 2016, to hold the said office till the date of ensuing Annual General Meeting.

- Mrs. Dipti Modi has been appointed as Company Secretary and Compliance Officer of the Company by the Board of Director of the Company at its Board Meeting held on 13^th August, 2016 w.e.f. 1^st August 2016.

- RE-APPOINTMENTS:

As per the provision of the Companies Act 2013, Dr. Sowmya Gautam Deshpande, Director retires by rotation at the ensuing Annual General Meeting and being eligible, Seeks reappointment. The Board recommends her re-appointment.

As per the provision of the Companies Act 2013, Dr. Gautam Deshpande''s term as Managing Director ended on 31^st January, 2016 and was re-appointed at the Board Meeting held on 9^th February 2016 subject to approval of members. The Board recommends for approval of members the re-appointment of Dr.Gautam Mohan Deshpande as Managing Director of the Company.

- RESIGNATIONS :

Dr. V.S.Mohan and Dr. Ajit Shetty, Independent Directors of the Company, will cease to be directors of the Company as their tenure will expire in the ensuing Annual General Meeting.

Ms. Priyanka Mukherjee, Company Secretary has resigned from the post of Company Secretary of the Company with effect from 14^th August, 2015.

Ms. Rachana Shridharani has been appointed as a Company Secretary on Board Meeting held on 09^th February,2016. Further she has not joined the Company for personal reasons and Company informed to the exchanges accordingly. The Board has approved the appointment of Ms. Vaibhavi Shah on 20^th February, 2016 as the Company Secretary and Compliance Officer of the Company with effect from 8^th March, 2016; she has resigned from the post of Company Secretary & Compliance Officer of the Company on 21^st March 2016.

8. PUBLIC DEPOSITS :

During the financial year 2015-16, 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.

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 per Section 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/Tribunal which would impact the going concern status of the Company and its operations in future.

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

12. 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.

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

No transactions entered with related parties during the year under review. None of the transactions 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 Corporate Governance along with a certificate from the Auditors on its compliance forms an integral part of this Report.

Also Management Discussion & Analysis Report also forms part of this Report.

15. COMPOSITION OF AUDIT COMMITTEE

The Board has constituted the Audit Committee with Dr. Rajnish Kumar Pandey as its Chairman and Dr. V. S. Mohan, Dr. Ajit Gopal Shetty and Dr. Gautam Mohan Deshpande as its other members. Further details are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

16. 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.

17. NUMBER OF MEETINGS OF THE BOARD AND COMMITTEES:

During the year, Company held 8 (Eight) Board Meetings and 5 (five) Audit Committee Meetings. The full details of the number of Board and all Committees Meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

18. 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 as per Listing Regulation the Board of Directors 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''s website (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 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

19. 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.

20. 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 31^st March 2016, 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.

21. STATUTORY AUDITORS:

Pursuant to provision of section 139 of the Act and the rule framed thereafter M/ s. M.B. Agrawal & Co., Chartered Accountants (Firm Registration No. 100137W) were appointed as Statutory Auditors of Company from the conclusion of the 20^th Annual General Meeting of the Company held on 29^th September, 2014 till the conclusion of 23^rd Annual general Meeting to be held in the year 2017 subject to ratification of their appointment at every AGM.

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. During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

22. SECRETARIAL AUDIT:

Mr. Vijay Tiwari of Vijay S. Tiwari & Associates, Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the fiscal year 2015-16, 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 Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

23. 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 Accountants was re- appointed as Internal Auditors for the financial year 2015 16.

24. 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 the Company has adopted a policy and during the year no complaints or allegations of sexual harassment were filed with the Company.

25. 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 - 2016-2017.

26. 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.

27. 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.

28. 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.

29. 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

(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 2016 (Rupees)	For Year Ended 31st March 2015 (Rupees)
Expenditure-
Foreign Travel	NIL	NIL
Freight Forwarding Expenses	NIL	NIL
Income-
Commission and other income	NIL	NIL

30. 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.

For 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, Dr. Gautam Deshpande

Mumbai - 400034 Managing Director

CIN: L93000MH1994PLC080842 DIN NO. 00975368

Date: 13^th August, 2016

Place: Mumbai

---

Mar 31, 2015

Dear Members,

The 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.

1. FINANCIAL RESULT

Particulars Year ended Year ended 31st March, 31st March, 2015 2014

Revenue from Operation 681350 134000

Other Income 1115962 -

Total Expenditure 2431139 3490184

Profit/ (Loss) before Depreciation, (633827) (3356184) Interest, exceptional items and Tax

Depreciation and Interest 303555 -

Exceptional items- Discount on 247350000 - issue of Equity shares

Profit/ (Loss) before Tax (248287382) (3356184)

Less: Tax Expenses

Current Tax - -

Short Provision for Tax for - - earlier years

Profit for the year (248287382) (3356184)

Balance carried to Balance Sheet (248287382) (3356184)

2. 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 upto 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 thereunder.

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 thereunder 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 thereunder 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 .

28. 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

(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, NIL cost reduction, product development or import substitution

(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 NIL not taken place, and the reasons thereof

(iv) the expenditure incurred on Research and Development NIL

c) Foreign Exchange earning & outgoings

For Year Ended For Year Ended 31st March 2015 31st March 2014 (Rupees) (Rupees) Expenditure- Foreign Travel NIL NIL

Freight Forwarding Expenses NIL NIL

Income- Commission and other income NIL NIL

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

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Mar 31, 2014

Dear Members,

The Directors are pleased to present the 20th Annual Report and Company''s Audited Accounts for the Financial Year ended 31st March, 2014.

1. FINANCIAL RESULTS

(Figures in Rs.)

Particulars Year ended 31st Year ended 31st March, 2014 March, 2013

Revenue from Operation 134000 -

Other Income - 745035

Total Expenditure 3490184 737927

Profit/(Loss) before Depreciation, Interest and Tax (3356184) 7108

Depreciation and Interest - -

Profit/(Loss) before Tax (3356184) 7108

Less: Tax Expenses

Current Tax - 2200

Short Provision for Tax for earlier years - -

Profit for the year (3356184) 4908

Balance carried to Balance Sheet (3356184) 4908

2. RESULTS OF OPERATIONS

During the year under review, the revenue from operation was Rs. 1,34,000/- and the expenses were Rs. 34,90,184/- resulting in loss of Rs. 33,56,134/-.

During the year, the Company sought approval of its members through postal ballot for Alteration of Object Clause of the Memorandum of Association, Commencement of new Business under Section 149(2A), Authority to Board to borrow moneys in excess of the aggregate of the paid-up capital and free reserves of the Company not exceeding the limits of Rs. 100 crores, Authority to Board for mortgaging and/or creating charge and/or giving corporate guarantee(s) upto a limit of Rs. 100 crores.

Authority to Board to make loans and investments/guarantee/security in excess of the prescribed limits not exceeding Rs. 100 crores, Increase in Authorized Share Capital of the Company to Rs. 33,50,00,000 (Rupees Thirty Three Crore Fifty Lakhs only) and issue of 3,00,00,000 Equity Shares on Preferential Basis of the nominal value of Rs. 10/- at the price of Rs. 1.50 each subject to requisite approvals. The said resolutions were passed by the members with the requisite majority as per the result declared on 23rd August, 2013.

As the member approved the issue of 3,00,00,000 Equity Shares of Rs. 10/- each at discount of 85%, the Company was required to make an application to the Company Law Board, Mumbai for seeking approval to issue shares at discount of more than 10% as per section 79 of the Companies Act, 1956. According, the Company made an application to Company Law Board in October, 2013 for grant of approval to issue share at discount of 85%.

The final order of Company Law Board was made on 15th January, 2014 dismissing the Company''s application for issue of shares at discount of 85%.

The Company filed an appeal in the Bombay High Court against the order of the Company Law Board, Mumbai on 5th February, 2014 under section 10F of the Companies Act, 1956. The Company is awaiting the order.

3. DIVIDEND

Due to the losses, your Directors do not recommend any dividend for the financial year 2013-2014.

4, SUBSIDIARY

The Company does not have any subsidiary Company.

5. DELISTING OF EQUITY SHARES FROM AHMEDABAD STOCK EXCHANGE LIMITED

There has been negligible trading of the Company''s Equity 5hares of the Company on the Ahmedabad Stock Exchange Limited (ASE) since 2000 till date. Hence, the Company had made an application for Voluntary Delisting of Shares from the ASE in June 2013. On application of the Company, the ASE has vide a letter dated 20th January, 2014 approved and confirm that the aforesaid equity shares of the Company is delisted from the ASE w.e.f 22nd January, 2014 and the name of the Company is removed from the list of listed Companies from ASEL.

The equity shares of the Company shall continue to be listed at the Bombay Stock Exchange Limited, which is having nationwide terminals.

6. 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 arc listed at the Bombay Stock Exchange Limited (BSE). The Company''s shares were also listed at the Ahmedabad Stock Exchange (ASE) till 22nd January, 2014.

The Company confirms that it has paid Annual Listing Fees due to BSE up to the Financial Year - 2014-2015.

7. 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, 2014 is annexed hereto.

8. BOARD OF DIRECTORS

The Board currently comprises of:

Sr. Name of Director Designation on the Board No.

1. Dr. Gautam Deshpande Chairman and Managing Director

2. Dr, Rajnish kumar Pandey Non-Executive Independent Director

3. Dr. V. S. Mohan Non-Executive Independent Director

4. Dr. Ajit Shetty Non-Executive Additional Independent Director

5. Dr. Mukul Padhye Non-Executive Additional Independent Director

During the period under review there has been following changes in the composition of the Board of Directors:

Sr. Name of Director Appointment/Cessation No.

1. Dr. Sudhirkumar Deshpande Ceased to he Independent Director on 29th October, 2013.

2. Dr. Ajit Shetty Appointed as Additional Independent Director on 29th October, 2013.

3. Dr. Mukul Padhye Appointed as Additional Independent Director on 13th August, 2014.

As per section 149(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement a listed Company Is required to have at least one third of the total number of directors as Independent Directors where the Chairman is a Non-Executive Director.

According to Sections 152, 149 and all other applicable provisions of the Companies Act, 2013 and as per clause 49 of the Listing Agreement it is proposed to appoint Dr. Rajnish kumar Pandey, Dr. V. S. Mohan Dr. Ajit Shetty & Dr Mukul Padhye as the Independent Directors of the Company, who shall not be liable to retire by rotation.

The brief resume of the Directors being appointed, the nature of their expertise in specific functional areas, names of companies in which they have held directorships, committee memberships/chairmanships, their shareholding etc., are furnished in the explanatory statement to the notice of the ensuing Annual General Meeting.

The Board recommends to appoint the above Directors as Independence Director and propose the same for your approval.

9. COMMITTEE OF THE BOARD OF DIRECTORS

In pursuance of the Clause 49 of the Listing Agreement, the Company is required to have certain committees. The details of the Committees of Board of Directors as on date are as follows:

Name of the Committee Current Composition of the Committee

Audit Committee Dr. Rajnish kumar Pandey

Dr. Ajit Shetty

Dr. V. S. Mohan

Dr. Gautam Deshpande

Stakeholder Relations Dr. Rajnish kumar Pandey Committee Dr. V. S. Mohan

Dr. Mukul Padhye

Nomination And Dr. Rajnish kumar Pandey Remuneration Committee Dr. Ajit Shetty

Dr. V. S. Mohan

10. PARTICULARS OF EMPLOYEES

During the financial year 2013-14, no employee of the Company has been paid remuneration in excess of prescribed limit under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended from time to time.

11. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards have beer followed and there are no material departure from the same;

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 Loss 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.

12. FIXED DEPOSITS

The Company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

13. AUDITORS

M/s. M. B. Agrawal & Co., Chartered Accountants, the Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and have shown their willingness to be re-appointed as the Auditors of the Company for Three (3) financial years, i.e., 2014-15, 2015-16 and 2016-17. Your Directors recommend their appointment as Auditors of the Company.

As required under the provisions of section 139 and 141 of the Companies Act, 2013, the Company has obtained a written consent and written certificate from the above auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be In conformity with the limits, qualifications and eligibility norms specified in the said sections.

The Notes on Accounts referred to in the Auditors'' report are self-explanatory and do not call for any further comments.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS

Information pursuant to 5ection 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

15. COMPLIANCE CERTIFICATE

In accordance with the provisions of Section 383A of the Companies Act, 1956 the Company has obtained a certificate from a Whole Time Practicing Company Secretary and a copy of the said certificate is attached to this report.

16. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has adhered to the Clause 49 of the Listing Agreement, Corporate Governance Report with the Auditors Certificate thereon and the Management Discussion & Analysis Report are attached and form part of this Report.

17. COMPLIANCE OFFICER AND COMPANY SECRETARY

Ms. Keenjal Zaveri resigned as the Compliance Officer of the Company on 29th October, 2013 and Ms, Kanchan Parab was appointed as the Compliance Officer with effect from on 29th October, 2013. On 1st June, 2014 Ms. Kanchan Parab was appointed as the Company Secretary & Compliance Officer.

18. CHIEF FINANCIAL OFFICER

Mr. Amit Tyagi has been appointed as the Chief Financial Officer of the Company w.e.f. 13th August, 2014. Mr. Amit Tyagi has over 10 years of experience in the field of Finance, Accounts a Taxation.

19. 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.

For and on behalf of the Board

Place: Mumbai. Dr. Gautam Deshpande Date: 13.08.2014 Chairman & Managing Director

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Mar 31, 2012

The Directors have pleasure in submitting their Annual Report and Accounts for the year ended on 31st March, 2012.

FINANCIAL RESULTS

(Rs.) Year ended 31st Year ended 31st March, 2012 March, 2011

Sales & Other Income from Operation NIL NIL

Other Income 1609205.00 5,60,000.00

Total Expenditure 1563439.00 531394.00

Gross Profit 45766.00 28606.00

Profit before Depreciation 45766.00 28606.00

Depreciation NIL NIL

Profit before Tax 45766.00 28606.00

Provision for Income Tax 14142.00 8900

Provision for Deferred Tax NIL NIL

Provision for Fringe Benefit Tax NIL NIL

Net Profit after Tax 31624.00 19706.00

Prior year-MAT Provision NIL NIL

Surplus brought forward -30985567.00 -31005272.99

Surplus Available(Revaluation Res. & Res. -30953943.00 -30985566.99 Surplus)

Balance carried to Balance Sheet -30953943.00 -30985566.99

PERFORMANCE

During the year the Company has earned other income of Rs 16, 09,205/-. The Net Profit earned during the year is Rs. 45766.00 as compared to previous year's profit of Rs.28606.

DIVIDEND

In order to conserve the profit for future Growth & Development. The Company has not recommend any dividend for the financial year 2011-2012.

EMPLOYEES

Information on particulars of Employees' Remuneration as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable to the company as there were no employees drawing a Salary of Rs. 2,00,000 or more per month.

DIRECTORS

Mr. Abhishek Lath is eligible to retire by rotation and being offered himself for re- appointment.

Mr. Vineet Tulsyan is eligible to retire by rotation and being offered himself for re- appointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, 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 that year;

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.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS

M/s. Rakesh Soni & Co.., Chartered Accountants, auditors of the Company will be retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

LISTING OF EQUITY SHARES:

The equity of your Company is listed on the Stock Exchange, Mumbai & Ahmedabad.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings

For Year Ended For Year Ended 31st March 31st March 2011 2012(Rupees) (Rupees)

Expenditure- Foreign Travel NIL NIL

Freight Forwarding Expenses NIL NIL

Income- Commission and other income 1450160 560000

COMPLIANCE CERTIFICATE

In accordance with the provisions of Section 383A of the Companies Act, 1956 and Companies (Compliance Certificate) Rules 2001, the Company has obtained a certificate from a Company Secretary in whole time practice and a copy of the said certificate is attached to this report.

CORPORATE GOVERNANCE

Your company's philosophy on corporate Governance is attainment of the higher level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

For and on behalf of the

Board of Directors

Sd/-

Place: Mumbai,

Date: 28.06.2012 Chairman & Managing Director

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Mar 31, 2010

Dear Members,

The Directors have pleasure in submitting their Annual Report and Accounts for the year ended on 31st March, 2010.

FINANCIAL RESULTS

(Rs.)

Particulars Year ended 31st Year ended 31st March, 2010 March, 2009

Sales & Other Income from Operation NIL NIL

Other Income NIL 1032.00

Total Expenditure 10222.00 22650.00

Gross Profit -10222.00 -22650.00

Profit before Depreciation -10222.00 -22650.00

Depreciation NIL NIL

Profit before Tax -10222.00 -22650.00

Provision for Income Tax NIL NIL

Provision for Deferred Tax NIL NIL

Provision for Fringe Benefit Tax NIL NIL

Net Profit after Tax -10222.00 -22650.00

Prior year-MAT Provision NIL NIL

Surplus brought forward -30995050.99 -30972400.00

Surplus Available(Revaluation Res. & Res. -31005272.99 -30995050.99 Surplus)

Balance carried to Balance Sheet -31005272.99 -30995050.99

PERFORMANCE

During the year under review, there were no Sales Turnover and the Other Income of Rs.NIL Gross Loss incurred during the year was Rs.10,222 .00 compared to previous loss of Rs. 22650 .

DIVIDEND

Since the Company is continuously incurring a loss. Hence, the Company has not declare any dividend during the year.

EMPLOYEES

Information on particulars of Employees' Remuneration as per Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 is not applicable to the company as there were no employees drawing a Salary of Rs. 2,00,000 or more per month.

DIRECTORS

Mr. Abhiushek Lath is eligible to retire by rotation and being offered himself for re- appointment.

Mr. Uday Raval is eligible to retire by rotation and being offered himself for re- appointment.

Mr. Vineet Tulsiyan is eligible to retire by rotation and being offered himself for re- appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217 (2AA) of the Companies Act, 1956, 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 that year;

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.

FIXED DEPOSITS

The company has not accepted any fixed deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

AUDITORS

M/s. Prakash Gupta & Co.., Chartered Accountants, auditors of the Company will be retiring at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

LISTING OF EQUITY SHARES:

The equity of your Company is listed on the Stock Exchange, Mumbai.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING & OUTGOINGS

Information pursuant to Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relating to the foregoing matters is given hereunder.

a) Conservation of energy Nil

b) Technology absorption, research & development Nil

c) Foreign Exchange earning & outgoings Nil

CORPORATE GOVERNANCE

Your company's philosophy on corporate Governance is attainment of the higher level of transparency, accountability and equity in all spheres of operations, interactions with the shareholders, employees, government and others.

For and on behalf of the Board of Directors

Sd/-

Chairman & Managing Director

Place: Mumbai, Date: 03.09.2010