Scan Projects Ltd

The overall growth of the company is good and encouraging. In the current year 2023-24, the Company has earned the total revenue from operation Rs.798.18 Lacs against the previous year Rs.585.18 Lacs, which reflects increasing trend in the performance of the Company. The net profit after tax of the company is Rs.5.56 Lacs and Rs.7.93 Lac in the year 2023-24 and 2022-23 respectively. The same will further be improved in the ensuing years because the Company has sufficient work order for Erection and Commissioning in hand at different locations in India and Nepal, which will be executed in the ensuing financial year. All the above factors reflects that the management is serious and hopeful to achieve better results in the ensuing years with present business activities. We further inform that there is no change in the business activities of the company in the current financial year.

No dividend has been recommended by the Directors this year and consequently no amounts have been transferred to general reserves.

The board of the Company has decided not to transfer any funds to general reserve out of the amount available for appropriation and an amount of surplus Rs.84.44 Lacs to be retained in the profit and loss account.

There has been no change in Share Capital of the Company during the financial year 2023-24.

The shares of the Company are listed in Bombay Stock Exchange Limited, Mumbai. Applicable listing fees have been paid up to date. The shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchange.

The company has not accepted any deposits from the public during the year and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

As per the provisions of Section 152 of the Companies Act, 2013, Mr. Akshay Chandra, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offered himself for reappointment. The Board recommends him re-appointment.

Further, your Company has also received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the valuation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Board as a whole was carried out by the Independent Directors.

10. Meetings of the Board:

The Board of Directors of your company met 7 times during 2023-24. The meetings were held on 26/04/2023, 29/05/2023, 04/07/2023, 11/08/2023, 01/0/2023, 10/11/2023 and 12/02/2024. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

11. Particulars of Loan given, Investment made, Guarantee given and Securities provided:

There were no loans given, investment made, guarantee given and securities provided by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

12. Extract of Annual Return:

As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure I in the prescribed Form MGT-9, which forms part of this report.

13. Subsidiary, Joint Ventures and Associate Concerns:

The Company does not have any Subsidiary, Joint Ventures or Associate Concerns as on 31^st March, 2024.

14. Corporate Governance:

Pursuant to regulation 34 of the Listing Regulations, a separate section on Corporate Governance practices followed by the Company is provided elsewhere in this report together with a certificate confirming the compliance of conditions of Corporate Governance issued by the Statutory Auditors of the Company is attached hereto as part of this report.

15. Management's Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing Regulations, the Management's Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Annual Report.

16. Directors' Responsibility Statement:

The Financial statements are prepared in accordance with Indian Accounting Standards (Ind As) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair value, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). The Ind As are prescribed under Section 133 of the Companies Act, 2013 (“the Act”), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that:

i) in the preparation of the annual accounts for the financial year ended 31^st March, 2024, the applicable accounting standard have been followed and there are no 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 as at 31^st March 2024 and of the profit of the Company for the period from 1^st April 2023 to 31^st March 2024;

iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, 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 to be followed by the Company and such internal financial controls are adequate and operating effectively; and vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. Contract and arrangements with Related Parties:

The Company's policy on dealing with related party transactions has been formulated and amended from time to time. All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on the arm's length basis. There are no materially significant related party transactions made by the company with promoters, directors, key managerial personnel or other designated persons, which may have a potential conflict with the interest of the company at large. Your directors draw attention of the members to Note 35 to the financial statements which set out related party disclosures pursuant to clause 32 of the listing agreement. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

18. Auditor and Auditors' Report:

M/s Subhash Sajal & Associates. Chartered Accountants, Yamuna Nagar, Statutory Auditors of the company, holds office till the conclusion of the ensuing Annual General Meeting and is eligible for re-appointment for another term of one year.

As required under the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Subhash Sajal & Associates. Chartered Accountants, Yamuna Nagar to their appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment for the financial year 2023-24. The report of Statutory Auditors (appearing elsewhere in this Annual Report) is self-explanatory having no adverse comments. There were no instances of fraud reported by the Statutory Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143(12) of the Companies Act 2013.

Further auditor's report for the financial year ended 31^st March, 2024 is given as an annexure which forms part of this report.

19. Secretarial Auditors:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s J. P. Jagdev & Co., Ambala City, a firm of Company Secretaries in practice to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

20. Cost Records and Audit::

Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014 the maintenance of Cost Record is not applicable on any business activities of the company, hence, this order is not applicable on Company.

21. Corporate Social Responsibility (CSR):

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

22. Risk Management:

The board of the Company has formed a risk management committee, to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

23. Internal Control System and their adequacy:

The Company's internal controls are commensurate with the size of the company and the nature of its business. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance of corporate policies. The company has an audit committee, the details of which are provided in the Corporate Governance Report. The audit committee reviews the internal control system and follows up on the implementation of corrective actions, if required. The committee also meets the company's statutory auditors to ascertain, interalia their views on the adequacy of internal control system in the Company and keeps the Board of Directors informed of its major observations from time to time. The management also regularly reviews the utilization of fiscal resource, compliance with law, efficiencies, so as to ensure optimum utilization of resources and achieve better efficiencies. Based on its evaluation (as defined in section 177 of Companies Act 2013), our audit committee has concluded that, as of March 31, 2024, our internal financial controls were adequate and operating effectively.

24. Vigil Mechanism Policy:

The Company has a vigil mechanism policy which also incorporates a whistle blower policy in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013 and regulation 22 of the Listing Regulations, which deals with the genuine concerns about unethical behavior, actual or suspected fraud and violation of the Company's Code of Conduct and ethics.

25. Committees of Board:

The Board of Directors of your Company had already constituted various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee and Shareholder's/Investor's Grievances Committee. All decisions pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors. Detail of the role and composition of Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report.

26. Conservation of Energy, Technology absorption and foreign exchange earnings and outgo:

Information required under Section 134(3) (m) of Companies Act, 2013 read with Companies (Accounts) Rules, 2014 is given as under: Conservation of Energy: The Company has not been carrying on any manufacturing activities, hence this information is not applicable on the company during the year under review. Technology absorption, adoption and innovation: The Company always adopted latest technologies for improving the performance and quality of its services. The Company's operations do not require significant import of technology. Research and Development (R&D): The Company has not done any Research and Development work during the year under review. However, the company has adopted/reviewed the methods for improving the performance and quality of its services on regular basis.

Foreign Exchange Earnings and Outgo: The Company directly did not spend any foreign exchange and also, did not earn any foreign exchange during the year under review. However, the Company is having Branch/Permanent Establishment at Nepal and all the information related to foreign exchange earnings and outgo is pertained to Nepal branch only.

(Rs. In Lacs)

27. Nomination, Remuneration and Evaluation Policy:

The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the same are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report.

28. Human Resources:

Your Company treats its “human resources” as one of its most important assets and has taken continuous efforts to set up and maintain an efficient work force. The company is continuously taken steps towards maintaining a low attrition rate which it believes shall be achieved by investing in learning and development programmes for employees, competitive compensation, creating a compelling work environment, empowering employees at all levels as well as a well-structured reward and recognition mechanism.

29. Particulars of Employees:

I) The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Note: The Company has not given any remuneration/benefits to non-executive/independent directors of the company during the year 2023-24.

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

c. The percentage increase in the median remuneration of employees in the financial year: NIL%

d. The number of permanent employees on the rolls of Company: 20 Employees as on 31^st March, 2024.

e. The explanation on the relationship between average increase in remuneration and Company performance: The performance of the Company for the current financial year is not encouraging than the previous year. However, the Company has minor increase in remuneration to Executive Director/key managerial personnel. While, at Middle & Junior level management, the proper increment was given in accordance with the inflation rate and at workmen and staff level.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company: Remuneration to Managing and Whole time directors were paid as per the scale approved by the members of the company.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the Last public offer:

i. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: Proper increments at both managerial and staff/worker level has been given in financial year 2023-24.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company: The increase in salary of Managing Directors by 0% was as per term of appointment or with consent of Board.

k. The key parameters for any variable component of remuneration availed by the directors: No such variable component is included in the remuneration paid to directors.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year: Sh. Sunil Chandra (Managing Director): 1:2.70

m. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

II. There was no employee on the role of the company who drew remuneration more than the limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, hence this relevant information is not applicable to the Company.

30. Disclosure under sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

31. Other Disclosures:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

i) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

ii) No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

No issue of equity shares with differential rights as to dividend, voting or otherwise during the year under review. The Company has not bought back any of its securities during the year under review. No Bonus shares were issued during the year under review. No issue of shares (including sweat equity shares) to employees of the Company under Stock option Scheme during the year under review. No Shares outstanding under the head Shares Suspense Account/Unclaimed Suspense Account at the beginning and end of the year under review.

32. Acknowledgements:

Your directors wish to place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by the Executives, Officers and Employees of the Company.