Directors Report of Family Care Hospitals Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the 31^st Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS AND HIGHLIGHTS:

The Financial performance of the Company for the year ended March 31, 2025 is summarized below:

(Rs. in Lakhs)
Particulars	March 31, 2025	March 31, 2024
Revenue from Operations	790.46	4000.73
Other Income	315.22	318.76
Total	1105.68	4319.49
Expenditure
Purchase of stock in trade	63.88	1457.79
Change in inventory	(3752.64)	(39.07)
Employee Benefit Expenses	217.76	392.02
Finance Costs	28.54	38.36
Depreciation	112.64	142.04
Other Expenses	1420.15	1515.21
Total	(1909.66)	3506.35
Profit / (Loss) before Exceptional and Extraordinary Items and Tax	3015.34	813.15
Exceptional items	(7462.00)	-
Extraordinary items	-	-
Profit / (Loss) from ordinary activities before tax	(4446.66)	813.15
Tax Expense
1. Current Year Tax	-	70.03
2. Deferred Tax Credit/(Charge)	(32.13)	29.80
3. Earlier Year	-	(541.44)
Profit/ (Loss) after Tax	(4414.53)	1254.76
Total Other Comprehensive income for the year	12.48	1.53
Total Comprehensive income / (loss) for the year	(4402.05)	1256.28
Basic EPS	(8.17)	2.32
Diluted EPS	(8.17)	2.32

2. INDIAN ACCOUNTING STANDARD:

The Financial Statements for the financial year ended March 31, 2025, forming part of this Annual Report, have been prepared in accordance with Ind AS.

3. COMPANYâS PERFORMANCE:

The Companyâs revenue from operations during the Financial Year 2024-25 was Rs. 790.46 lakhs. Expenditures were increases leading to loss to Rs. 4414.53 lakhs compared to profit Rs. 1254.76 lakhs in the FY 2023-24. The loss was mainly due to the effect of closure of our hospital at Mira road.

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 âManagement Discussion and Analysis Reportâ forming part of this Annual Report.

4. DIVIDEND:

During the year Company has not announced any dividend.

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:

A. Increase in the Authorised Share Capital

During the year under Review, the Board has approved increase in the Authorised Capital of the Company from existing Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) divided into 7,50,00,000 (Seven Crore Fifty lakhs) Equity Shares of Rs. 10 each to Rs. 125,00,00,000 (Rupees One Hundred and Twenty Five Crore) divided into 12,50,00,000 (Twelve Crore Fifty lakhs) Equity shares of Rs. 10/- each vide Board Meeting dated February 20, 2024.

The Ordinary Resolution for the same was put forth in the Postal Ballot Notice dated July 30, 2024. The said Resolution was duly passed with the requisite majority by the shareholders on August 29, 2024 i.e. on last date for Remote E-Voting for Postal Ballot.

Pursuant to a review of the Companyâs financial and strategic priorities, it has been determined that the proposed increase in Authorised Share Capital is not required at this stage. Accordingly, the resolution set out at Item No. 9 of the Postal Ballot Notice dated August 29, 2024, has been withdrawn.

The Board of Directors was informed of this withdrawal at its meeting held on April 24, 2025. Further, the shareholdersâ approval by way of postal ballot, the results of which were declared on May 25, 2025 .

* During the year under Review, the Board again approved the increase in the Authorised Capital of the Company from existing Rs. 75,00,00,000 (Rupees Seventy Five Crore Only) divided into 7,50,00,000 (Seven Crore Fifty lakhs) Equity Shares of Rs. 10 each to Rs. 125,00,00,000 (Rupees One Hundred and

Twenty Five Crore) divided into 12,50,00,000 (Twelve Crore Fifty lakhs) Equity shares of Rs. 10/- each vide Board Meeting dated May 30, 2025.

The Ordinary Resolution for the same was put second in the Postal Ballot Notice dated 13 June, 2025. The said Resolution was duly passed with the requisite majority by the shareholders on July 13, 2025 i.e. on last date for Remote E-Voting for Postal Ballot.

B. Issue of Securities on Preferential Basis

The Board has approved in its Meeting dated July 12, 2024 issuance of upto 1,75,00,000 (One Crore Seventy Five Lakhs) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each (Rupees Ten only) (âWarrantsâ) at a price of INR 11/- (Rupees Eleven only) each.

The Special Resolution for the same is put forth in the Postal Ballot Notice dated July 30, 2024. The said Resolution was duly passed with the requisite majority by the shareholders on August 29, 2024 i.e. on last date for Remote E-Voting for Postal Ballot.

The Company has not moved ahead with the proposed issue of preferential warrants as SEBI, vide its order, has restrained Noticee Nos. 1 to 3 from dealing in securities until further orders. Furthermore, Noticee Nos. 2 and 3 have been restrained from acting as Directors or Key Managerial Personnel of any listed company, its subsidiaries, or SEBI-registered intermediaries. In view of the above restrictions, the Company has decided to defer the preferential warrant issue. This is pursuant to the SEBI order dated October 21, 2024, in the matter of One Life Capital Advisors Limited.

* Again The Board has approved in its Meeting dated May 30, 2025 issuance of upto 18,677,500 (One Crore Eighty Six Lakhs Seventy Seven Thousand Five Hundred) Warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of the Company of face value of INR 10/- each (Rupees Ten only) (âWarrantsâ) at a price of INR 10/- (Rupees Ten only) each.

The Special Resolution for the same is put one in the Postal Ballot Notice dated June 13, 2025. The said Resolution was duly passed with the requisite majority by the shareholders on July 13, 2025 i.e. on last date for Remote E-Voting for Postal Ballot.

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 (âthe Actâ) and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ) and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

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, Miss. Lucy Massey, Non-Executive Non-Independent Director retires by rotation as Director at the ensuing AGM and being eligible, offers herself for reappointment. 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, following are the Key Managerial Personnel (KMPs) as on 31.03.2024:

	Name Designation of KMP
	Mr. Amit Tyagi Chief Financial Officer
	Ms. Neetu Maurya Company Secretary (Appointed on 13/01/2025)
* Mr. Pandoo Naig has resigned from the post of Managing Director of the Company w.e.f. 04 December 2024 due to he has resign due to interim Regulatory Order passed in matter of Onelife Capital Advisors Limited.

*Ms. Mohini Waghade is appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 11, 2023. She resigned from October 15, 2024 due to personal reasons.

9. COMMITTEES OF THE BOARD:

Audit Committee

V.i'' 1 I I Y''A I*- ''vl-AA'' -Aâ

Nomination and Remuneration Committee Stakeholders'' Relationship Committee 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 2024-25, 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 new security nor provided new corporate guarantee 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.

Details of other orders passed by the authorities during the FY 2024-25:
Authority	Received	Particulars	Fine	Fines Comments
	Date		amount	levied for
SEBI	21st	Adjudication Order	1500000	- The Company has paid the
	March	No.		fine.
	2024	Order/SV/V C/2023 -
		24/30164

Apart from this, The Company has received the Order from Hon''ble High Court of Judicature of Mumbai dated 31st July 2024 uploaded on the Website of the High Court on 2nd August 2024 who has directed the Company under the Writ Petition No. 1114 of 2024 is filed challenging the Order dated 3rd May 2021 passed by the learned Judge, Small Causes Court at Mumbai, inter alia Petitioner is granted liberty to deposit an amount of Rs.3,67,73,382/- before the Small Causes Court on or before 30 September 2024 and also vide order dated 14/10/2024 small causes court had Issue distress warrant under order XXI Rule 43 of Code of Civil Procedure for the amount of Rs.3,67,73,382/-(Rupees Three Crore Sixty Seven Lakh Seventy Three Thousand Three Hundred Eighty Two).The Company is in the process of taking the appropriate actions in the matter.

The Company has also received the Order from Stock Exchange Board of India
Authority	Received	Particulars	Fine	Fines	Comments
	Date		amount	levied for
SEBI	3^rd June 2025	Adjudication Order No.ORDER/AK/RK/2025- 26/31449-31460	900000		The Company is under the process of Appeal

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

For your Company, Corporate Social Responsibility (CSR) means the integration of social, environmental and economic concerns in its business operations. CSR involves operating Companyâs business in a manner that meets or exceeds the ethical, legal, commercial and public expectations. In alignment with vision of the Company, through its CSR initiative, your Company will enhance value creation in the society through its services, conduct and initiatives, so as to promote sustained growth for the society. The Board of Directors of your Company has formulated and adopted a policy on CSR which can be accessed at: www.familycarehospitals.com/

The composition of CSR committee is not applicable to the Company and the disclosures as per Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are provided in the âAnnual Report on CSR Activitiesâ attached herewith as "Annexure-1" and forms an integral part of this Annual Report.

14. EXTRACT OF ANNUAL RETURN:

The draft of Annual Return of the Company in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at 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 armâs 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 Form AOC-2 âAnnexure 2â to this Report. Company has also issued Postal Ballot Notice dated 30th July 2024 for approval and ratification of related party transactions entered into by the Company.

Policy on dealing with related party transactions, is available on the Companyâs website at www.familycarehospitals.com/

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:

a. There are 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.

(i) On September 2024 Company has received notice for termination of Operations and Management Agreement from the landlords for running the hospital at Mira Road, Thane.

The Company has received the Order from Hon''ble High Court of Judicature of Mumbai dated 31st July 2024 uploaded on the Website of the High Court on 2nd August 2024 who has directed the Company under the Writ Petition No. 1114 of 2024 is filed challenging the Order dated 3rd May 2021 passed by the learned Judge, Small Causes Court at Mumbai, inter alia Petitioner is granted liberty to deposit an amount of Rs.3,67,73,382/- before the Small Causes Court on or before 30 September 2024 and also vide order dated 14/10/2024 small causes court had Issue distress warrant under order XXI Rule 43 of Code of Civil Procedure for the amount of Rs.3,67,73,382/-(Rupees Three Crore Sixty Seven Lakh Seventy Three Thousand Three Hundred Eighty Two).The Company is in the process of taking the appropriate actions in the matter.

The above stated developments affected the financial position of the Company.

18. NUMBER OF MEETINGS OF THE BOARD:

There were Seven (12) meetings of the Board held during the year. Detailed information is given in the Corporate Governance Report.

19. RETIREMENT BY ROTATION:

Miss Lucy Maqbul massey (DIN:09424796), retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile of Miss Lucy Maqbul massey and other related information is detailed in the Notice convening the 31st AGM of your Company.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

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 (âNRCâ). 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 www.familycarehospitals.com/

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 âAnnexure 3â 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 (âListing Regulation, 2015â).

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, 2025, 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 (âAGMâ) held on 30 ^th 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 Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditorsâ Report does not contain any qualification. The Notes to Financial Statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

The Members of the Company at the 27th AGM held on 30th November 2021 had appointed M/s. S. M. Gupta & Co., Chartered Accountants (FRN 310015E) as Statutory Auditors for a term up to the 32nd AGM. However, they have resigned vide letter dated 12th August 2025, resulting in a casual vacancy under Section 139(8) of the Companies Act, 2013.

In accordance with the provisions of Section 139(8)(i), the Board, on the recommendation of the Audit Committee, has proposed the appointment of M/s. Rafik & Associates, Chartered Accountants (FRN 146573W) to fill the vacancy caused by the resignation and to hold office as Statutory Auditors till the conclusion of the AGM to be held in 2030, subject to members âapproval.

M/s. Rafik & Associates have confirmed their eligibility and consent under Section 141 of the Companies Act, 2013

24. SECRETARIAL AUDITOR:

Mr. Ajay Kumar of M/s. Ajay Kumar & Co., Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rule made thereunder. The comments referred to in the report of the Secretarial auditor are selfexplanatory. The detailed report on the Secretarial Audit is appended as an âAnnexure - 4â to this Report.

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 2024-25.

26. INTERNAL CONTROL:

The Board ensures the effectiveness of the Companyâs 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. V H U D & Associates, 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 Companyâs 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 2024-25:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed off: Nil

â¢ 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 -2024-25.

29. DIRECTORSâ 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. 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 at www.familycarehospitals.com/

31. 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: www.familycarehospitals.com/

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.

32. 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

The operations of the Company are not energy-intensive. However, significant measures are being taken to reduce the energy consumption by using energy-efficient equipment. Your Company constantly evaluates and invests in new technology to make its infrastructure more energy efficient.

(b) Technology absorption

Over the years, your Company has partnered with technology personnel, companies and initiatives including majorly with Ready Technologies, a unit of Onelife Capital Advisors Ltd, (a promoter group entity) to build and get access to the latest and customised software that can enchance user expeience and ERPs to gain efficiencies in the internal functioning of the company.We are happy to have develop and integrate open AI platforms with our 911 product with new features and a completely new applications with this association. In its continuous endeavour to serve the patients better and to bring healthcare of international standards..

(c) Foreign Exchange earning & outgoings
	For Year Ended	For Year Ended
	31^st March 2025	31^st March 2024
Expenditure-
Foreign Travel	NIL	NIL
Freight Forwarding Expenses	NIL	NIL

Income-
Commission and other income	NIL	NIL

33. DISCLOSURE IN RELATION TO THE UTILIZATION OF THE FUNDS RAISED

The Company has raised the fund by way of right issue of Rs. 2629.77 lakhs in financial year 2023-24 and on or before 30th September 2024, the full amount is utilized for the object for which it was raised.

Sr. Objects as stated in prospectus	Proceed	Total Amount Utilized	Unutilized
No.	raised by way	upto 30^th	Amount
	of right issue	September2024
1 Business Development, Sales Branding and Marketing	692.05	692.05	-
2 Meet Working Capital Requirement	1329.81	1329.81	-
3 General Corporate Purposes	607.91	607.91	-
Total	2,629.77	2,629.77	-

34. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial Year 2024-25.

35. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Members (SS-2).

36. 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 Directorsâ Report.

37. GENERAL DISCLOSURE

â¢ During the year under review, there is no application made and/ or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

â¢ During the year under review, requirement of disclosing details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable on the Company.

38. CAUTIONARY STATEMENT:

Certain statements in the Directorsâ Report describing the Companyâs 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 Companyâs operations include labour and material availability, and prices, cyclical demand and pricing in the Companyâs principal markets, changes in government regulations, tax regimes, economic.

39. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board also 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.

Mar 31, 2024

The Board of Directors are pleased to present the 30^th Annual Report of the Company along with the Audited Financial Statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS AND HIGHLIGHTS:

The Financial performance of the Company for the year ended March 31, 2024 is summarized below:

(Rs. in Lakhs)

Particulars	March 31, 2024	March 31, 2023
Revenue from Operations	4000.73	4204.23
Other Income	318.76	98.59
Total	4319.49	4302.82
Expenditure
Purchase of stock in trade	1457.79	1486.99
Change in inventory	(39.07)	(10.09)
Employee Benefit Expenses	392.02	374.14
Finance Costs	38.36	48.65
Depreciation	142.04	140.94
Other Expenses	1515.21	1520.31
Total	3506.35	3560.93
Profit / (Loss) before Exceptional and Extraordinary Items and Tax	813.15	741.89
Exceptional items	-	-
Extraordinary items	-	-
Profit / (Loss) from ordinary activities before tax	813.15	741.89
Tax Expense
1. Current Year Tax	70.03	192.89
2. Deferred Tax Credit/(Charge)	29.80	23.28
3. Earlier Year	(541.44)	_-
Profit/ (Loss) after Tax	1254.76	525.72
Total Other Comprehensive income for the year	1.53	1.49
Total Comprehensive income / (loss) for the year	1256.29	527.22
Basic EPS	2.32	1.64
Diluted EPS	2.32	1.56

2. INDIAN ACCOUNTING STANDARD:

The Financial Statements for the financial year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with Ind AS.

3. COMPANY''S PERFORMANCE:

The Companyâs revenue from operations during the Financial Year 2023-24 was Rs. 4000.73 lakhs. There was decrease in the expenses due to which the profit after tax (PAT) for the year increased to Rs. 1254.76 Lakhs as compared to Rs. 525.72 Lakhs in the previous year.

4. DIVIDEND:

During the year Company has not announced any dividend.

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:

A. Increase in the Authorised Share Capital

B. Issue of Securities on Preferential Basis

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The changes made in the composition of board from the period April 1, 2023 to March 31, 2024:

Sr. Name of the Director No.	Designation	Date of appointment (Original)	Date of cessation/expiry of term
1. Dr. Rajnish Kumar Pandey	Non Executive Independent Director	19/03/2013	11/08/2023
2. Mr. Pankaj Samani	Non Executive Independent Director	11/08/2023	04/07/2024
3. Ms. Mohini Waghade	Company Secretary and Compliance Officer	11/08/2023	-

Pursuant to the provisions of Section 152 of the Act, Mr. Suryakant Laxman Khare, Non-Executive NonIndependent Director retires by rotation as Director at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

Name	Designation of KMP
Mr. Pandoo Naig	Managing Director
*Dr. Gautam Deshpande	Chief Executive Officer
Mr. Amit Tyagi	Chief Financial Officer
Ms. Mohini Waghade	Company Secretary (Appointed on 11/08/2023)

*Dr. Gautam Deshpande has resigned from the post of Chief Executive Officer of the Company w.e.f. 13th August, 2024 due to personal reasons.

>. COMMITTEES OF THE BOARD:

Audit Committee

Nomination and Remuneration Committee Stakeholdersâ Relationship Committee 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 2023-24, 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:

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.

Details of other orders passed by the authorities during the FY 2023-24:

Authority

Received

Date

Particulars

Fine

amount

Fines

levied

for

Comments

SEBI

21st

March

2024

Adjudication Order No.

Order/SV/VC/2023-

24/30164

1500000

The Company has paid the fine under protest and is in the process of filing for appeal to SAT against the Order.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Board of Directors of your Company has formulated and adopted a policy on CSR which can be accessed at: www.scandent.in/policies

14. EXTRACT OF ANNUAL RETURN:

The draft of Annual Return of the Company in Form MGT-7 in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.scandent.in.

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

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 Form AOC-2 "Annexure 2â to this Report. Company has also issued Postal Ballot Notice dated 30th July 2024 for approval and ratification of related party transactions entered into by the Company.

Policy on dealing with related party transactions, is available on the Companyâs website at http://www.scandent.in/related-party-policy.pdf

16. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS 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.

However, after the end of the Financial Year in review, Company has received the Order from Hon''ble High Court of Judicature of Mumbai dated 31st July 2024, uploaded on the Website of the High Court on 2nd August 2024, who has directed the Company under the Writ Petition No. 1114 of 2024 is filed challenging the Order dated 3rd May 2021 passed by the learned Judge, Small Causes Court at Mumbai, inter alia directing Petitioner to deposit arrears of license fees.

The said order will not 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:

Mr. Suryakant Laxman Khare (DIN: 08133920), retires by rotation at the ensuing Annual General Meeting, and being eligible offers himself for re-appointment. Appropriate resolution for his reappointment is being placed for the approval by the Members of the Company at the ensuing AGM.

A brief profile of Mr. Suryakant Khare and other related information is detailed in the Notice convening the 30th AGM of your Company.

The Board considered the said re-appointment in the interest of the Company and hence recommends the same to the Members for approval.

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.

21. DECLARATION OF INDEPENDENCE:

22. BOARD EVALUATION:

Separate Meeting of the Independent Directors

The Independent Directors held a Meeting on February 20, 2024, without the attendance of NonIndependent 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;

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 (âAGMâ) held on 30^th 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 Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditorsâ Report does not contain any qualification. The Notes to Financial Statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments.

24. SECRETARIAL AUDITOR:

Mr. Ajay Kumar of M/s. Ajay Kumar & Co., Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the financial year 2023-24, as required under Section 204 of the Companies Act, 2013 and Rule made thereunder. The comments referred to in the report of the Secretarial auditor are self-explanatory. The detailed report on the Secretarial Audit is appended as an "Annexure - 4â to this Report.

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 2023-24.

26. INTERNAL CONTROL:

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

Summary of sexual harassment issues raised attended and dispensed during financial year 2023-24:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed off: Nil

â¢ 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 -2023-24.

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;

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. RISK MANAGEMENT:

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.

31. VIGIL MECHANISM/WHISTLE BLOWER:

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: www.scandent.in/whistle-blower-policy.pdf

32. 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

Over the years, your Company has brought into the country the best that the world has to offer in terms of technology. In its continuous endeavour to serve the patients better and to bring healthcare of international standards, your Company has introduced the latest technology in its hospitals.

(c) Foreign Exchange earning & outgoings

For Year Ended For Year Ended

31^st March 2024 31^st March 2023

Expenditure-
Foreign Travel	NIL	NIL
Freight Forwarding Expenses	NIL	NIL
Income- Commission and other income	NIL	NIL

33. DISCLOSURE IN RELATION TO THE UTILIZATION OF THE FUNDS RAISED

The Company has raised the funds by way of right issue of Rs. 2629.77 lakhs in financial year 2022-23. The status of fund utilized till 31st March 2024 is as follows.

Sr. No.	Objects as stated in prospectus	Proceeds	Total Amount Utilized upto 31st March 2024	Unutilized Amount
1	Business Development, Sales Branding and Marketing	692.05	147	545.05
2	Meet Working Capital Requirement	1329.81	981.51	348.3
3	General Corporate Purposes	607.91	0	607.91
	Total	2,629.77	1,128.51	1501.26

34. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the Financial Year 2023-24.

35. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has duly complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and Members (SS-2).

36. FRAUDS:

37. GENERAL DISCLOSURE

â¢ During the year under review, there is no application made and/ or no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

38. CAUTIONARY STATEMENT:

regulations, tax regimes, economic.

39. ACKNOWLEDGEMENTS:

For and on behalf of the Board of Directors Family Care Hospitals Limited

Pandoo Naig

Date: September 6, 2024 Managing Director

Place: Thane DIN: 00158221

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	31^st March ,2018	31^st 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. COMPANYâS 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 Companyâs Board has the following committees

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholdersâ 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 âAnnexure [1]â 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 Maharashtraâ To âPlot No. A 357, Road No. 26, Wagle Industrial Estate, MIDC, Thane (West), Maharashtra- 400604â.

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 companyâs website (i.e. www.scandent.in) at the following link: http:/ /www.scandent.in/policies.html

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:

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.

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;

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 âAnnexure 3â 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 Companyâs 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 Companyâs 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 (âActâ) 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. DIRECTORSâ 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;

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, 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.

29. VIGIL MECHANISM/WHISTLE BLOWER

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

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: 022- 41842228

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	31s^t March ,2016	31s^t 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	â
Profit / (Loss) from ordinary activities before tax	2.01	(2482.87)
Tax Expense
1. Current Year Tax	â	â
2. Short provisions for tax of earlier years	â	â
3. Deferred tax	â	â
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

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

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

19. DECLARATION OF INDEPENDENCE

20. BOARD EVALUATION:

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.

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;

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.

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;

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, 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.

28. VIGIL MECHANISM/WHISTLE BLOWER

http: / / www.scandent.in/whistle-blower-policy.pdf

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

30. ACKNOWLEDGEMENTS:

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

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

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

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

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