Dear Members,
The Board of Directors are pleased to present the 30th 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:
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 Company's 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.
There has been no change in the nature of business of the Company during the year under review. Performance of the Company has also been discussed in detail in the ‘Management Discussion and Analysis Report' forming part of this Annual Report.
4. DIVIDEND:
During the year Company has 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.
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) (“Warrants”) 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.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review, all the Independent Directors have furnished Declaration of Independence stating that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 (‘the Act') and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') and there has been no change in the circumstances which may affect their status as Independent Directors during the year.
The changes made in the composition of board from the period April 1, 2023 to March 31, 2024:
In accordance with the provision of Section 178 and other applicable provisions of the Act and SEBI Listing Regulations, if any, the Nomination and Remuneration Committee has considered and recommended the above appointments/re-appointments to the Board of Directors and Key Managerial Personnel of the Company. A brief resume and other details of all the Directors seeking appointment/ re-appointment are provided in the Notice of AGM.
Pursuant to the provisions of Section 152 of the Act, Mr. Suryakant Laxman Khare, Non-Executive Non-Independent Director retires by rotation as Director at the ensuing AGM and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.
In accordance with the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following are the Key Managerial Personnel (KMPs) as on 31.03.2024:
*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.
9. COMMITTEES OF THE BOARD:
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:
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 2023-24:
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 directing Petitioner to deposit arrears of license fees of Rs. 3,67,73,382 by 30th September 2024. The Company is in the process of taking the appropriate actions in the matter.
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 Company's 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.scandent.in/policies
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 “Annual Report on CSR Activities” 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 arm's length basis. Also, there were related party transactions which could be considered material in accordance with the Policy of the Company on materiality of related party transactions.
All related party transactions are being reviewed and placed before the Audit Committee from time to time for their approval and also been taken on record by the Board.
The information relating to related party transactions is set out in the Form AOC-2 “Annexure 2” 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 Company's website at http://www.scandent.in/related-party-policy.pdf
16. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
A Report on Corporate Governance along with a Certificate from Practicing Company Secretary confirming the compliance of the conditions of Corporate Governance and Management Discussion and Analysis Report forms part of this Annual Report.
17. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT:
There are no material changes and commitments between the end of the financial year of the Company and as on the date of this report which can affect the financial position of the Company.
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.
The appointment of Directors is made pursuant to the recommendation of Nomination and Remuneration Committee (‘NRC'). Approval of shareholders for payment of remuneration to Wholetime Directors is sought, from time to time.
The remuneration of Non-Executive Directors comprises of sitting fees in accordance with the provisions of Companies Act, 2013 incurred in connection with attending the Board meetings, Committee meetings, General meetings and in relation to the business of the Company. During the year under review, the Company has not paid any commission to the Non-Executive Directors.
A brief of the Remuneration Policy on appointment and remuneration of Directors, KMP and Senior Management is provided in the Report on Corporate Governance forming part of this Annual Report. Further, the Policy is available on the website of the Company and the web link thereto is http://www.scandent.in/nominationpolicy.pdf
NRC have also formulated criteria for determining qualifications, positive attributes and independence of a director and the same have been provided in the Report on Corporate Governance forming part of this Annual Report.
The information required under Section 197 of the Companies Act, 2013 read with Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in “Annexure 3” to this Report.
21. DECLARATION OF INDEPENDENCE:
The Company has received necessary declaration from each Independent Director under section 149 (7) of the Act that he / she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16 of SEBI Listing Regulations.
22. BOARD EVALUATION:
One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board of Directors has carried out an annual evaluation of its own performance, Committees and Individual Directors pursuant to provision of the Act and the Corporate Governance requirement as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulation, 2015”).
The performance of the Board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the Board composition, structure of the board process, information and functioning, etc.
The Board also carried annual performance evaluation of the working of its Audit, Nomination and Remuneration Committee, Risk Management Committee as well as Stakeholder Relationship Committee. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors.
In a separate meeting of the Independent Director, performance of non independent Director, performance of Board and performance of the chairman was evaluated, taking in to account the view of Executive Director and Non Executive Director. Performance evaluation of Independent Director was done by the entire Board, excluding the Independent Director being evaluated.
Separate Meeting of the Independent Directors
The Independent Directors held a Meeting on February 20, 2024, without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors were present at such meeting and at the Meeting they have:
i. Reviewed the performance of non-independent directors and the Board as a whole;
ii. Assessed the quality, quantity and timelines of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Present Independent Directors holds a unanimous opinion that the Non-Independent Directors bring to the Board constructive knowledge in their respective field. All the Directors effectively participate and interact in the Meeting. The information flow between the Company's Management and the Board is satisfactory.
Training of Independent Directors
The Company shall provide regular training to independent directors to update them with the regulatory changes and their roles and responsibility in view thereof.
23. STATUTORY AUDITORS AND AUDITOR REPORT:
M/s. S. M. Gupta and Co, Chartered Accountants (Firm Registration No. 310015E), was appointed as Statutory Auditors of your Company at the Annual General Meeting (“AGM”) held on 30th November, 2021 for a term of five consecutive years until the conclusion of the Annual General Meeting of the Company to be held for the financial year 2026. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.
The Auditors' Report does not contain any qualification. The Notes to Financial Statement referred to in the Auditors' 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 - 4” 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:
The Board ensures the effectiveness of the Company's system of internal controls including financial, operational and compliance control and risk management controls and same is subject to review periodically by the Board of Directors and M/s. 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 Company's requirement.
27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance for sexual harassment at the work place and has adopted a policy on prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.
Summary of sexual harassment issues raised attended and dispensed during financial year 2023-24: No. of complaints received: Nil No. of complaints disposed off: Nil 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;
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.scandent.in/riskmanagementpolicy.pdf
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.scandent.in/whistle-blower-policy.pdf
The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.
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 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
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.
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:
During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Directors' Report.
37. GENERAL DISCLOSURE
During the year under review, there is no application made and/ or no proceeding pending under the Insolvency and Bankruptcy Code, 2016. 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 Directors' Report describing the Company's objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include labour and material availability, and prices, cyclical demand and pricing in the Company's principal markets, changes in government regulations, tax regimes, economic.
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.