Scanpoint Geomatics Ltd. :
Your Directors have pleasure in presenting the Twenty Fourth Annual Report on thebusiness and operations together with the Audited Financial Statements for the year endedon 31st March 2016. The performance of the Company for the year ended on 31stMarch 2016 is summarized below:
FINANCIAL RESULTS/STATE OF AFFAIRS:
The Financial Results of the Company for the year are as under:
| ||2015-2016 ||2014-2015 (Rs.in lacs) |
|Turnover ||2606.20 ||2026.06 |
|Net Profit from operation ||(471.50) ||(110.34) |
|Net Profit/(Loss) after tax ||(484.89) ||(82.49) |
|Surplus b/f. from previous year ||919.89 ||1002.37 |
|Balance carried to B/Sheet ||436.00 ||919.89 |
The financial year 2015-16 had not been a satisfactory year for the Company. Theturnover of the Company for the year under review was increased by 29%. However theCompany has incurred net operational loss of Rs. 471.50 compared to the loss of Rs. 110.34Lacs of the previous year. The Company has business opportunities in hand and based onwhich your Board of Directors is anticipating favorable economic conditions in years tocome and will get benefits of its efforts and investments made.
The Company sees favorable market conditions and growth prospects in years to come. Dueto absence of profit the management is unable to recommend any dividend during thecurrent financial year.
The Company does not have any subsidiary.
The Company has neither accepted nor invited deposit from the public falling within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014.
The paid up Equity Share Capital as on 31st March 2016 was Rs.53808000/-. During the year under review the Company has not issued any shares withdifferential voting rights nor granted stock option nor sweat equity nor issued anyconvertible instrument.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as Annexure -I.
The Statutory Auditors of the Company M/s Manoj Acharya & Associates CharteredAccountants Ahmedabad was appointed as the Statutory Auditors of the Company at theprevious AGM i.e. in the 22nd AGM of the Company to hold the office fromconclusion of that meeting until the conclusion of the 25th AGM of the Companysubject to ratification by the members by way of ordinary resolution at every AGM.
Your Directors therefore request you to ratify the appointment of the Auditors to holdthe office up to the conclusion of 25th AGM.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Harish P. Jain & Associates Practicing Company Secretaries Ahmedabadto undertake the Secretarial Audit of the Company for the financial year 2015-16. TheReport of the Secretarial Audit is annexed herewith as Annexure - II.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form No. MGT - 9 shall form part of the Board's reportin 'Annexure-III'.
During the year Mr. Rajendra R. Chaudhari (DIN: 06963717) has resigned from theposition of Director and Chief Executive Officer of the Company.
Mrs. Leelavanti Sojitra (DIN: 01575882) who was appointed as an Additional Director on30th March 2016 has been duly appointed as a Director of the Company at theAnnual General Meeting held on 30th September 2015. Mr. Kanti Ladani (DIN:00016171) has been appointed as an Additional Director in the Category of ExecutiveDirector and Mr. Mitesh Sanghvi (DIN: 07403394) has been appointed as an AdditionalDirector in the category of Non Executive Director with effect from 09thSeptember 2016.
Further pursuant to the provisions of the section 152 (6) of the Companies Act 2013the office of Mr. Ramesh K. Sojitra (DIN: 00016149) is liable to liable for rotation.
Brief profile of the said director proposed to be re-appointed nature of his expertisein specific functional areas and names of the companies in which he hold directorshipmemberships of committees of the Boards his shareholding in the Company are disclosed inthis report as a part of disclosure requirements under applicable laws.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The industrial relations have remained cordial and harmonious during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2016 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as 31st March 2016 and of the profit of the Company for theyear ended on that date;
c. that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
The provisions regarding Corporate Governance as contained in SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 are not applicable to the Company.However the Company is voluntarily following some of the provisions of the saidregulations to the extent possible which are contained in the Report of CorporateGovernance voluntarily given by the Company attached as Annexure IV formingpart of this Director's Report.
SIGNED UNIFORM LITSTING AGREEMENT
Pursuant to SEBI Circular No. CIR/CFD/CMD/6/2015 dated 13th October 2015;the Company has signed Uniform Listing Agreement with the Bombay Stock Exchange Limitedduring the year under review.
DELISTING OF SECURITIES
The equity shares of the Company are now listed only on Bombay Stock Exchange (BSE)which provides nationwide trading terminal. The Company had observed dormant trading ofequity shares at the Ahmedabad Stock Exchange Limited (ASEL). It is therefore felt thatcontinued listing with the ASEL will not provide any significant tangible advantage to themembers of the Company. Hence the pursuant to regulation 7 of Securities and ExchangeBoard of India (Delisting of Equity Shares) Regulations 2009 the Company has voluntarilydelisted its equity shares from the Ahmedabad Stock Exchange Limited during the year underreview. This disclosure shall be also be considered as a disclosure under regulation7(1)(d) of Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009.
APPOINTMENT OF NEW REGISTRAR AND SHARE TRANSFER AGENT (RTA)
SEBI has vide its order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March 2016suspended Sharepro Services India Private Limited RTA from carrying its activities as RTAand advised its client companies to switch over their RTA activities to another RTA.Hence the Board of Directors of your Company has by considering the corporate clientservices and RTA assignments undertaken by it appointed M/s Link Intime Private Limitedas a new RTA in place of Sharepro.
ADOPTION OF NEW POLICIES
Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors of the Company has adopted two policies namely(i) Policy on Preservation of Documents and (ii) Policy on Determination of Materiality.The same is also available on the website of the Company on www.scanpointgeomatics.com.
NUMBER OF MEETINGS HELD DURING THE YEAR
The details of all the meetings of board of directors and its committees had takenplace during the year and their details along with their attendance is given in point no.2 (i) & (ii) of Report of the Corporate Governance.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and otherCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
INTERNAL CONTROL SYSTEM
The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year no reportable material weakness in the design oroperation were observed.
The internal audit covers a wide variety of operational matters and ensures compliancewith specific standard with regards to availability and suitability of policies andprocedures.
RISK MANAGEMENT POLICY
The Company has already developed and implemented a Risk Management Policy for theCompany. More details on the risk and concern factors are given in the ManagementDiscussion & Analysis Report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company are coveredunder this policy.
During the year 2015-16 no complaints were received by the Company related to sexualharassment.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has entered into Related Party Transactions during the financial year. AllRelated Party Transactions were placed before the Audit Committee of the Board ofDirectors for their approval. The Audit Committee has granted omnibus approval for RelatedParty Transactions as per the provisions and restrictions contained in the erstwhileListing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (Listing Regulations).
The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions. The policy is available on the Company'swebsite on www.scanpointgeomatics.com.
Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 the particulars of contracts/arrangements enteredinto by the Company with related parties referred to in sub section (1) of Section 188 ofthe Act including certain arm's length transaction under third proviso thereto arerequired to be disclosed in Form AOC-2. Form AOC-2 envisages disclosure of materialcontracts or arrangement or transactions at arm's length basis.
The details of Related Party Transactions in financial year 2015-16 as per the Policyon dealing with Related Parties adopted of the Company are disclosed in as AnnexureV forming part of this Director's Report.
Your Directors draw attention of the members to Notes to the financial statement whichsets out related party disclosures.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company keeps its Directors informed of the activities of the Company itsmanagement andoperations and provides an overall industry perspective as well as issuesbeing faced by the industry in a proactive manner. The details of various familiarizationprograms provided to the Directors of the Company is available on the Company's website onwww.scanpointgeomatics.com.
LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013
During the year the company has neither given any loans nor guarantees nor providedany security nor made any investment during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to the Company.
The Auditors' Report on the accounts of the Company for the financial year ended 31stMarch 2016 is selfexplanatory and does not call for any further explanations or commentsthat may be treated as adequate compliance of provisions of the Companies Act 2013.
The provisions of section 177 (9) and (10) of the Companies Act 2013 mandate everylisted Company to establish vigil mechanism for directors and employees to report genuineconcern in such manner as may be prescribed. We are pleased to report that your Companyhad formulated such mechanism. The Company has adopted relevant Whistle Blower Policy andthe same is available on the website of the Company on www.scanpointgeomatics.com . The provisions ofthe said policy provided for adequate safeguards against the victimization of persons whouse such mechanism and make provisions for direct access to the Chairperson of the AuditCommittee in appropriate or exceptional cases.
The Board of Directors of the Company has at their meeting held on 30th May2015 approved revised Vigil Mechanism / Whistle Blower Policy to enhance the level oftransparency and corporate governance.
Any director or employee of the Company who observes any Unethical Behavior orImproper Practices or Wrongful conduct and / or financial or non financial mal practicesor non compliance with legal requirements concerning the Company is free to report to thespecified officer in the mode as provided in the policy.
Assets of your Company are not insured.
The Board of Director express their sincere thanks and wishes to place on record itsdeep appreciation for the continued support confidence and co-operation that the companyhas received from SAC-ISRO ANTRIX customers suppliers investors bankers governmentagencies and other associates. Your Directors also place on record their deep appreciationof the employees for the valued and continuous support at all levels for their servicesand commitment during the year.
|Date: 30th September 2016 ||On behalf of the Board of Directors |
|Place: Ahmedabad || |
|Registered Office: ||Ramesh K. Sojitra |
|9 Mahakant Complex Opp. V S Hospital ||Chairman & Managing Director |
|Ashram Road Ahmedabad - 380006. || |
Annexure to the Director Report
Annexure - I
Information as per Section 134(3) (m) of the Companies Act 2013 and forming part ofthe Directors Report for the year ended on 31st March 2016.
A. CONSERVATION OF ENERGY:
(a) Energy Conservation Measures :
The Company has adopted system of shutting down all electronics machineries andperipherals when they are not in use to avoid unnecessary wastage of energy.
(b) Impact of (a) above for reduction of energy consumption and consequent impact oncost of production of goods :
Our total energy cost is even less than one percent of our total turnover.
(c) Total energy consumption and energy consumption per unit of production as per Form'A' is not applicable in case of your company.
B. TECHNOLOGY ABSORPTION:
Technology absorption as per Form B is not applicable in case of yourCompany.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
| ||2015-2016 ||2014-2015 |
| ||(Rs.) ||(Rs.) |
|Foreign Exchange earnings || || |
|Foreign Exchange outgo || || |
|Place : Ahmedabad ||For and on Behalf of the Board of Directors |
|Date : 30th September 2016 ||Ramesh K. Sojitra |
| ||Chairman & Managing Director |