Scanpoint Geomatics Limited
Your Directors have pleasure in presenting the Twenty Fifth Annual Report on thebusiness and operations together with the Audited Financial Statements for the year endedon March 31 2017. The performance of the Company for the year ended on March 31 2017 issummarized below:
The Financial Results of the Company for the year are as under:
| || ||(Rs. In Lacs) |
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Total Turnover ||3272.79 ||2606.20 |
|Net Profit / (Loss) from Operation before Tax ||68.94 ||(471.50) |
|Net Profit / (Loss) after tax ||48.13 ||(483.89) |
|Surplus brought forward from previous year ||436.00 ||919.86 |
|Balance carried to Balance Sheet ||484.13 ||436.00 |
The financial year 2016-17 saw a rise in revenue followed by increase in Net profitsfor the Company. The turnover of the Company saw a decent hike by 25%. Further due tosignificant increase in the revenue the Company was also able to write-off its previouslosses and secure profits to the tune of Rs. 48.13 Lacs.
The Company sees favorable market conditions and growth prospects in years to come. TheCompany has secured profits after a long time. The residual amount of profits afterwriting off previous losses being too less the Board has recommended not to declare anyDividend for the current year and primarily create sufficient buffer to tackle any futuresituation.
The Company does not have any subsidiary as on the financial year end date.
The Company 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 March 31 2017 was Rs. 53808000/-. During theyear under review the Company has not issued any shares with differential voting rightsnor granted stock option nor sweat equity nor issued any convertible 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 Messrs. Manoj Acharya & AssociatesChartered Accountants Ahmedabad were appointed as the Statutory Auditors of the Companyat the previous AGM i.e. in the 22nd AGM of the Company to hold the office from conclusionof that meeting until the conclusion of the 25th AGM of the Company subject toratification by the members by way of ordinary resolution at every AGM.
Thus the term of Messrs. Manoj Acharya & Associates ends with the conclusion of25th (this) AGM. The Board on the recommendation of Audit Committee has proposed the nameof Messrs. Jayamal Thakore & Co. Chartered Accountants (FRN: 104098W) for a term offive years beginning from the conclusion of this AGM until the conclusion of 30th AGM ofthe Company subject to ratification by the Members at their AGM each year.
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 Messrs. Harish P. Jain & Associates Practicing Company SecretariesAhmedabad to undertake the Secretarial Audit of the Company for the financial year2016-17. The Report 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 theBoards report in Annexure - III.
During the year under review Mr. Mitesh Sanghvi has been appointed as Director on Board(Non-Executive and Non-Independent) w.e.f September 9 2016 Smt. (CS) Pooja Shah hasbeen appointed as Additional Director (Independent) on March 14 2017. Further Mrs.Leelavanti Sojitra Director of the Company has resigned from the Board w.e.f. March 152017. Further pursuant to the provisions of the section 152 (6) of the Companies Act2013 the office of Shri Chirag Soni (DIN: 01684683) is liable to liable for rotation.
Brief profile of the directors proposed to be appointed or re-appointed nature oftheir expertise in specific functional areas and names of the companies in which he holddirectorship memberships of committees of the Boards their shareholding in the Companyare disclosed as Annexure - IV.
COMMITTEES OF BOARD
The Board has three Committees;
i) Audit Committee
ii) Nomination Remuneration Committee
iii) Stakeholders Relationship Committee.
Further the Board in their meeting held March 14 2017 has decided to dissolve the RiskManagement Committee as the task of Risk management is majorly carried on by the AuditCommittee of the Company.
On Changes in Board the Composition of the Committees has been revised. The same is asfollows:
|1. Audit Committee || |
|Smt. Pooja Shah ||Chairman |
|Shri Dinesh Shah ||Member |
|Shri Ramesh Sojitra ||Member |
|2. Nomination Remuneration Committee || |
|Smt. Pooja Shah ||Chairman |
|Shri Dinesh Shah ||Member |
|Shri Mitesh Sanghvi ||Member |
|3. Stakeholders Relationship Committee || |
|Shri Mitesh Sanghvi ||Chairman |
|Smt. Pooja Shah ||Member |
|Shri Ramesh Sojitra ||Member |
|Shri Kantilal Ladani ||Member |
|Shri Chirag Soni ||Member |
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 March31 2017 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 March 31 2017 and of the profit of the Company for the year ended onthat 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 2016 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 - V"forming part of this Directors Report.
REGISTRAR AND SHARE TRANSFER AGENT (RTA)
The Company has appointed M/s Link Intime Private Limited as its RTA w.e.f. September26 2016. Any queries relating to transfer or transmission of shares of the Company may bebrought to the knowledge of RTA by the Shareholders.
INTERNAL POLICIES OF THE COMPANY
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. In accordance with the provisions of theCompanies Act 2013 as well as SEBI (Listing Obligations and Disclosure Requirements)Regulations 2016 ("SEBI (LODR) Regulations 2016") mandated toformulate and implement certain policies for all listed companies.
All such policies which are adopted by the Company are available on the website of theCompany. Summary of the same is as follows:
|Sr. No. Name of Policy ||Brief description ||Web link |
|1 Policy on Related party transactions ||This policy provides for mechanism on how the Company shall undertake Related party Transactions. ||http://www.sgligis.com/images/policies- disclosures/policies/related-party- transaction-policy.pdf |
|2 Prevention of Sexual Harassment ||This policy describes about what measures the Company takes to protect its Women employees. ||http://www.sgligis.com/images/policies- disclosures/policies/prevention-of- sexual-harassment-policy.pdf |
|3 Risk Management Policy ||This Policy describes how the Company shall face and treat the Risk ||http://www.sgligis.com/images/policies- disclosures/policies/risk-management- policy.pdf |
|4 Board Diversity ||Approach to diversity on the Board of Directors of Scanpoint Geomatics Limited ||http://www.sgligis.com/images/policies- disclosures/policies/board-diversity- policy.pdf |
|5 Code of Conduct and code of practices and procedures for fair disclosure of UPSI ||As required by SEBI (Prohibition of Insider Trading) Regulations 2015 ||http://www.sgligis.com/images/policies- disclosures/disclosures/code-under- sebi-prohibition-of-insider-trading- regulation-2015.pdf |
|6 Policy on Remuneration of Directors KMP and Senior Employees ||As required under Section 178 of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014 ||https://www.sgligis.com/images/policies- disclosures/policies/remuneration-of- directors-key-managerial-personnel- and-senior-employees-policy.pdf |
|7 Policy for Preservation of Documents ||As required under Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ||http://www.sgligis.com/images/policies- disclosures/policies/policy-on- preservation-of-documents.pdf |
|8 Whistle Blower Policy ||As required under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ||http://www.sgligis.com/images/policies- disclosures/policies/vigil-mechanism-or- whistle-blower-policy.pdf |
NUMBER OF MEETINGS HELD DURING THE YEAR
The details of all the meetings of board of directors and its committees during theyear along with attendance of Directors at the Meetings is given at point no. 2 (i) &(ii) of Corporate Governance Report.
Further Meeting of Independent Directors was held on March 14 2017.
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 Committees. The manner in which the evaluation has beencarried out has been explained in the 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.
The Company has appointed Messrs. Parikh Shah Chotalia & Associates CharteredAccountants as Internal Auditors for the Company.
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.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
The Statutory Auditors and the Secretarial Auditors of the Company have not reportedany frauds to the Audit Committee or to the Board of Directors as prescribed under Section143(12) of the Companies Act 2013 including rules made thereunder.
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 2016-17 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) Regulations2016 ("Listing Regulations").
The Company has formulated a policy on materiality of Related Party Transactions andalso on dealing with Related Party Transactions.
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 are required to be disclosed in Form AOC2. Form AOC2 envisagesdisclosure of material contracts or arrangement or transactions at arms lengthbasis. Disclosure under AOC 2 forms part of this report as Annexure VI. Policyon transactions to be undertaken with related parties can be accessed through abovementioned link.
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 and operations 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 Companyswebsite on www.sgligis.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 endedMarch 31 2017 is self-explanatory and does not call for any further explanations orcomments that may be treated as adequate compliance of provisions of the Companies Act2013.
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 Companyhas formulated such mechanism. The Company has adopted relevant Whistle Blower Policy andthe same is available on the website of the Company on www.sgligis.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.
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.
CORPORATE SOCIAL RESPONSIBILITY
Provisions of Section 135 of the Companies Act 2013 readwith rules made thereunderregarding the same are Not Applicable to the company. Still your Company endeavors tofulfill its responsibility towards the society wherever possible.
Assets of your Company are insured.
The Equity Shares of your Company are listed and actively traded on the BSE Limited(BSE). The Company has paid Annual Listing fees to the stock exchanges for the FinancialYear 2017- 2018 within the stipulated time.
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 thecompany has received from SAC-ISRO ANTRIX customers suppliers investors bankersgovernment agencies and other associates. Your Directors also place on record their deepappreciation of the employees for the valued and continuous support at all levels fortheir services and commitment during the year.