Scope Industries India Ltd Directors Report

To

The Members,

Scope Industries (India) Limited

Your Directors have pleasure in presenting herewith the 29th Annual Report of your Company together with the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

(Rs. in lakhs)

PARTICULARS	YEAR ENDED	YEAR ENDED
	31.03.2013	31.03.2012
Sales	9821.08	5440.69
Other Income	4.03	-
Total	9825.11	5440.69
Expenditure	9297.74	5294.00
Profit before depreciation and Income tax	527.37	146.69
Depreciation	14.11	0.25
Net profit before tax	513.26	146.44
Provision for taxation
a. Current tax (Mat)	102.69	29.30
b. Deferred tax	3.88	0.27
c. Mat credit entitlement	(102.69)	-
Profit after tax	509.28	116.87

DIVIDEND:

As a measure of prudence and with a view to conserve resources for funding the business plans of the Company, no dividend on the Equity Shares for the year ended 31st March, 2013 was recommended.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 2011, as amended from time to time as remuneration of none of the employees is in excess of Rs. 5, 00,000/- per month, if employed for the part of year or Rs.60, 00,000/- per annum during the financial 2012-2013.

DIRECTORS:

Sri Niyas Ahmed, Sri Nisar Ahmed and Sri. Pattela Srinivas Goutam Directors of your company retires by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers themselves for re-appointment.

The Board of Directors in the Meeting held on 30th May, 2013, by superseeding to the earlier resolutions re-appointed Sri Sriram Pavan Kumar Vemuri as Chairman & Managing Director and Sri. D. Hari Charan as Whole Time Director w.e.f. 1st June, 2013 and the Board also appointed Sri. Pattela Srinivas Goutam and Sri. Sai Kumar Akella as Whole Time Directors of the Company w.e.f. 1st June, 2013 subject to the approval of the members in the ensuing Annual General Meeting.

The draft resolutions along with explanatory statement with regard to aforesaid appointment and reappointment is annexed to the notice for your consideration.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the directors of your company hereby confirm that:

1. In preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure, if any, there from;

2. 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 true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March 2013 and of the profit and loss of the company for that period;

3. 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 frauds and other irregularities;

4. The directors have prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Ramasamy Koteswara Rao & Co, Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and has expressed their willingness to be reappointed.

The Company has received a certificate from the Auditors to the effect that their appointment, if made will be in accordance with the provisions of Section 224(1B) of the Companies Act, 1956.

REPLY TO AUDITOR’S OBSERVATION

With regard to deposit of amounts with statutory authorities ( point 9(a) of auditors report). Your Board would like to bring to your notice that due to liquidity problmes, the said delay was caused.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy – The present operation of the Company do not involve high energy consumption. However steps being taken to minimize energy consumption where ever possible

B. Research & Development	–	Not Applicable
C. Technology Absorption	–	Not Applicable

 

D. Foreign Exchange Earnings & Outgo :		( Rs. in Lakhs)
	2012-2013	2011-12
Foreign Exchange earnings	Nil	Nil
Foreign Exchange outgo	Nil	Nil

DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules 1975 during the year.

MANAGEMENT DISCUSSION & ANALYSIS

Aspects of Management Discussion and Analysis are enclosed as Annexure - I to this report

EMPLOYEE STOCK OPTION SCHEME:

As members are aware that the company has, vide Special Resolution passed at the Extra-ordinary General Meeting held on May 12, 2011; introduced Employees Stock Option Scheme-2011(Scope ESOS -2011) to enable the employees of the company to participate in the future growth and profitability of the company. The Board of Directors of your company, based on the recommendations of the Remuneration Committee granted 30,00,000 stock option to its eligible employees out of which 9,00,000 option were exercised by the employees. The disclosure required under SEBI Guidelines, in this regard, is furnished in the ANNEXURE II-A

As members are aware that the Company has, vide Special Resolution passed at the Extra- ordinary General Meeting held on April 25, 2013, introduced Employees Stock Option Scheme-2013 SCOPE ESOS - 2013) to enable the employees of the Company to participate in the future growth and financial successes of the Company. Out of 27,00,000 stock options under ‘SCOPE ESOS - 2013’ with each option convertible into one equity share of Rs. 10/- each, the Board of Directors of your Company, based on the recommendations of the Remuneration Committee, granted 9,00,000 stock options to its eligible employees, on May 2nd 2013. The disclosure required under SEBI Guidelines, in this regard, is furnished in the ANNEXURE. II-B

CORPORATE GOVERNANCE:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement entered into with the Stock Exchanges. Report on Corporate Governance including Auditor’s Certificate on Compliance with the code of Corporate Governance under Clause 49 of the listing agreement is enclosed as ANNEXURE III to this report.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation and gratitude for the continuous support and assistance extended by all the Statutory Authorities. The Board also extends its heartfelt gratitude to the Creditors and Shareholders for the confidence reposed by them in the Company. Your Directors also place on record their appreciation for the continued contributions made by the employees at all levels.

	BY ORDER OF THE BOARD
	SCOPE INDUSTRIES (INDIA) LIMITED
	Sd/-
Place: Hyderabad	Sriram Pavan Kumar Vemuri
Date: 14.08.2013	Chairman & Managing Director