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Scanpoint Geomatics Ltd.

BSE: 526544 Sector: IT
NSE: N.A. ISIN Code: INE967B01028
BSE 00:00 | 25 Nov 11.81 0.03
(0.25%)
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12.30

HIGH

12.30

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NSE 05:30 | 01 Jan Scanpoint Geomatics Ltd
OPEN 12.30
PREVIOUS CLOSE 11.78
VOLUME 5354
52-Week high 24.00
52-Week low 9.80
P/E 73.81
Mkt Cap.(Rs cr) 82
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.30
CLOSE 11.78
VOLUME 5354
52-Week high 24.00
52-Week low 9.80
P/E 73.81
Mkt Cap.(Rs cr) 82
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Scanpoint Geomatics Ltd. (SCANPOINTGEOMA) - Director Report

Company director report

To

The Members

Scanpoint Geomacs Limited

Your Directors' are pleased to present the 30 Annual Report on the business andoperaons together with the

Audited Financial Statements for the year ended on March 31 2022.

Financial Results

The Company's financial performance for the Year ended on March 31 2022 is summarizedbelow:

(Rs in Lakhs')

Sr. Particulars

Standalone

Consolidated

No. 31.03.2022 31.03.2021 31.03.2022 31.03.2021
1. Total Revenue 3345.22 4378.80 3345.23 4378.80
2. Pro t before Finance Cost 592.89 547.37 534.23 547.05
Deprecia on & amorza on
Expense and Tax Expense
(Opera ng Pro t)
3. Finance costs 165.39 177.69 165.42 177.69
4. Deprecia on and Amor saon 108.07 94.59 108.07 94.59
5. Pro t before Taxation (PBT) 262.11 275.09 260.74 274.77
6. Tax expense
Current Tax 71.93 81.13 71.93 81.13
Deferred Tax (6.84) (8.80) (6.84) (8.80)
7. Net Pro t 197.01 202.77 195.65 202.44
8. Total comprehensive income 9.27 9.73 204.92 212.17
(a er tax)

State of Company Affairs

Standalone Basis

The total revenue during the year under review was Rs 3345.22 Lakhs as against Rs4378.80 Lakhs in the previous year Operang Pro t for the year under review is Rs 592.89Lakhs as against Rs 547.37 Lakhs in previous year thereby decrease of 7.67%. Net Pro t aer tax amounted to Rs 197.01 Lakhs as against Rs 202.77 Lakhs in previous year a decreaseof 2.92%.

Consolidated Basis

The total revenue during the year under review was Rs 3345.23 Lakhs as against Rs4378.80 Lakhs in the previous year Operang Pro t for the year under review is Rs 534.23Lakhs as against Rs 547.05 Lakhs in previous year thereby decrease of 2.34 %. Net Pro t aer tax amounted to Rs 195.65 Lakhs as against Rs 202.44 Lakhs in previous year decrease of3.35%.

Financial statements are in compliance with the applicable provisions of Companies Act2013 including the Indian Accounng Standard (Ind AS) 33 on Consolidated FinancialStatements this Annual Report also includes Consolidated Financial Statements for thefinancial year 2021-2022.

Dividend

In order to conserve the resources and to strengthen the financial posion of the company and to meet long term fund requirement your Directors do not recommend anydividend for the year under review.

Transfer to General Reserve:

The Board of Directors of your company has decided not to transfer any amount to theGeneral Reserve for the year under review.

Share Capital

The Authorised share capital of the company is Rs. 15 Crores (Rupees Fi een CroresOnly). There was no change in the authorized share capital of the company during the yearunder review.

The Paid-up Equity Share Capital as on March 31 2022 was 1386.14 Lakhs. During theYear under review the Company has increased the Paid-up Share Capital from Rs.988.39 Lakhs(Rupees Nine hundred Eighty-Eight Lakhs Thirty Nine Thousand Only) to Rs. 1386.44 Lakhs(Rupees One Thousand Three Hundred Eighty-Six Lakh Forty-Four Thousand Only).

Allotment of Equity Shares

During the year under review the Company has allo ed 19967482 Equity Shares onrights issue basis of which 130177 Equity Shares remained partly paid.

Extra-Ordinary General Meeting of the Company

Company has held Extra-Ordinary General Meating on June 28 2022.

Material Changes and Commitments Affecting Financial Position between end of theFinancial Year and Date of Report

There are no material changes and commitment a ecng the Financial posion between end ofthe Financial year and Date of Report.

Subsidiary Company

Pursuant to Secon 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial posion of subsidiarycompany is a ached as ANNEXURE II in Form AOC-1 prepared under secon 129(3)of the Companies Act 2013 to the consolidated Financial Statements of the Company.

The Company has kept the separate audited financial statements in respect of subsidiaryat the Registered O ce of the Company and the same is available upon the request by anyshareholder of Company. The said financial statements are also available on the website ofyour Company at www.sgligis.com.

Board of Directors and Key Managerial Personnel

Refire by Rotation

Mr. Rameshchandra Sojitra (DIN: 00016149) is liable to rer e by rotaon at the AnnualGeneral Meating and being eligible offers himself for re-appointment. The Directorsrecommend for his re-appointment.

Mr. Mitesh Sanghvi (DIN: 07403394) is liable to rer e by rotaon at the Annual GeneralMeating and being eligible offers himself for re-appointment. The Directors recommend forhis re-appointment.

Appointment

Mr. Sandip Gohel was appointed as Company Secretary and Compliance Officer of theCompany w.e.f. January 13 2022.

Mr. Jay Harshadkumar Chotalia (DIN: 02084946) has been appointed as an AddionalDirector (Non Execuv e and Non Independent Director) on the Board w.e.f. March 30 2022and who has been regularized as Director (Non-Execuv e Non-Independent) in the ExtraOrdinary General Meating held on June 28 2022.

Mrs. Aar Panigrahi (DIN: 09612211) has been appointed as an Addional Director(Non-Execuv e and Independent Woman Director) on the Board w.e.f. May 24 2022 for a termof two consecuv e year upto May 23 2024 and who has been regularized in the ExtraOrdinary General Meating held on June 28 2022.

Mr. Kishan Patel (DIN: 06786705) has been appointed as an Additional Director(Non-Execu ve and Independent) on the Board w.e.f. May 24 2022 for a term of two consecuve year upto May 23 2024 and who has been regularized in the Extra Ordinary GeneralMeating held on 28 June 2022.

Mr. Deven Laheru has been appointed as Chief Execuv e Director of the Company on theBoard w.e.f. May 24 2022.

Re-appointment

Mr. Chirag Jayanlal Soni (DIN: 01684683) is to be re-appointed as the Whole-me Directorof the Company w.e.f. November 1 2022 for term of 3 years subject to the approval ofshareholders at this AGM.

Considering his experience in GIS & IP based applicaon development GIS basedcustomizaon and R&D acvies undertaken by our Company and also his associated with ourCompany as a Director since last 15 years the Nominaon & Remuneraon Commitee and theBoard has recommended the re-appointment of Mr. Chirag Jayanlal Soni as the Whole-meDirector on the Board of the Company for term of 3 (Three) years commencing from 1stNovember 2022.

The Board seeks approval of Members of the Company to con rm the aboveappointment/re-appointment in the ensuing Annual General Meating.

Resignation

Ms. Pooja Shah ceased to be Independent Director of the Company w.e.f. March 13 2022due to the expiry of her term as an Independent Director.

Mr. Varixkumar Patel (DIN: 08905030) has resigned as Independent Director of theCompany w.e.f. 24 May 2022. The Company has also received the con rmaon that there are noother material reasons for his resignaon

Mr. Rameshchandra Sojitra (DIN: 00016149) ceased to be the Managing Director of thecompany w.e.f. 24 May 2022 and connues to be the Director of the company.

Ms. Shaili Mehta has resigned from the Post of Company Secretary and Compliance Officerof the Company w.e.f. 11 January 2022.

Mr. Sandip Gohel has resigned from the post of Company Secretary and Compliance Officerof the Company w.e.f. 24 May 2022.

Criteria for determining Quali cations Positive Attributes Independence and otherMatters concerning a Direct

Diversity of thought experience industry knowledge skills and age.

Posivtie Aribut es: Apart from the statutory dues and responsibilies the Directors areexpected to demonstrate high standard of ethical behavior good communicaon leadershipskills and give imparal judgement.

Independence: A Director is considered Independent if he/she meets the criteria laiddown in Secon 149(6) of the Act the Rules framed thereunder and Regulaon 16(1)(b) of theSEBI (Lisng Obligaons and Disclosure Requirements) Regulation 2015 (SEBI LisngRegulation).

Independent Director's Declaration

The Declaraons required under Secon 149(7) of the Act and Regulaon 25(8) of SEBI LisngRegulation from all the Independent Directors of the Company confirming that they meet thecriteria of independence were duly received by the Company.

Familiarization Programme for Independent Directors

The Company keeps its Directors informed of all the acvies of the Company itsmanagement and operaons and provides an overall industry perspecv e as well as issuesbeing faced by the industry in a proacv e manner. The details of various familiarizaonprograms provided to the Directors of the Company is available on the Company's website onhp s://www.sgligis.com/investors/#leadership

Meetings of Board

During the year under review Ten (10) Board Meatings were held. The Details of theBoard Meatings and the a endance of the Directors are given in the Corporate GovernanceReport.

Audit Commitee

In accordance with the provisions of secon 177(8) of the Companies Act 2013 and LisngRegulation the Board has accepted all the recommendaons of the Audit Commitee during thefinancial year 2021-22.

The details of term of reference of the Audit Commitee member dates of meating heldand a endance of the Directors are given separately in the Corporate Governance Report.

Nomination and Remuneration Policy

The policy on Director's appointment and remuneraon including criteria for determiningquali caons posiv e aribut es independence of Director and remuneraon for KeyManagerial Personnel and other employees can be viewed at the Company's website at hps://www.sgligis.com/investors/#leadership

Committees of Board

The following Commitees constut ed by the Board funcon according to their respecv eroles and scope: ?

?Audit Commitee ?

?Nominaon and Remuneraon Commitee ?

?Stakeholder and Relaonship Commitee

Directors' Responsibility Statement

Pursuant to the requirement in secon 134(3) (c) of the Companies Act 2013 theDirectors state that:

a. in the preparaon of the annual financial statements for the year ended March 312022 the applicable Indian accounng standards have been followed along with properexplanaon relang to material departures;

b. such accounng policies as menoned in the notes to the Financial Statements have beenselected and applied consistently and judgments and esma tes have been made that arereasonable and prudent so as to give a true and fair view of the state of a airs of theCompany as March 31 2022 and of the profit of the Company for the year ended on thatdate; c. proper and sufficient care has been taken for the maintenance of adequateaccounng records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevenng and detecng fraud and otherirregularies;

d. the annual financial statements have been prepared on a going concern basis;

e. proper internal financial controls are in place and that the financial controls areadequate and are operang e ecv ely;

f. a proper system was devised to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operang e ecv ely.

Evaluation of Board Performance

In compliance to the provisions of the Companies Act 2013 and Regulaon 27 of SEBI(LODR) Regulation 2015 the annual performance evaluaon of Board and its Commitee wascarried out during the year under review details on the same are given in the CorporateGovernance Report.

Auditors

??Statutory Auditors

M/s. Jayamal Thakore & Co. Chartered Accountants (FRN: 104098W) hold officeunl theconclusion of this Annual General Meating. They were appointed as Statutory Auditors ofthe Company for a term of 5 (Five) consecuv e years at the Annual General Meating heldon September 28 2017. They cease to be the statutory auditors of the company from theensuing AGM due to the expiry of their term.

The Audit Commitee and the Board at their meating held on August 12 2022 hasconsidered and recommended the appointment of M/s. SPARKS & Co.) CharteredAccountants Statutory Auditors of the Company for a term of One year commencing from theconclusion of 30 Annual General Meating ll the conclusion of 31st Annual General Meating.

The Auditors' Report on the accounts of the Company for the financial year ended March31 2022 is self-explanatory and does not call for any further explanaons or comments thatmay be treated as adequate compliance of provisions of the Companies Act 2013. TheAuditors' Report does not contain any quali caon reservaon adverse remark or disclaimer.

Details in respect of frauds reported by auditors under sub-secron (12) of Section 143other than those which are reported to the central government:-

During the year under consideraon there were no such instances.

??Secretarial Auditor

Pursuant to the provisions of Secon 204 of the Companies Act 2013 and the Companies(Appointment and Remuneraon of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Harish P. Jain & Associates Praccing Company Secretary Ahmedabad toundertake the Secretarial Audit of the Company for the financial year 2021-2022.

The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III. TheSecretarial Audit Report does not contain any quali caon reservaon or adverse remark.

? Cost Auditor

Pursuant to provisions of Secon 148 of the Companies Act 2013 and rules madethereunder Cost

Audit is not applicable to the Company for Financial year 2021-2022.

??Internal Auditor

The Company has appointed M/s. Parikh Shah Chotalia & Associates CharteredAccountants as an Internal Auditors of the Company.

Compliance with Secretarial Standards

The Company has complied with all Secretarial Standards issued by the Instut e ofCompany Secretaries of India from me to me.

Management Discussion and Analysis

As spula ted in Schedule V of the SEBI (Lisng Obligaons and Disclosure Requirements)Regulation 2015 the Management Discussion and Analysis Report forms an integral part ofannual report.

Corporate Governance Report

As per Regulaon 27 of SEBI (LODR) Regulation 2015 a separate secon on corporategovernance pracces followed by the Company together with a cer c ate from the PraccingCompany Secretary confirming compliance forms an integral part of this Report.

Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The informaon on conservaon of energy technology absorpon and foreign exchangeearnings and outgo spula ted under Secon 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as ANNEXURE - IV.

Loans Guarantees or Investments under Section 186 of the Companies Act 2013

Details of Loans Guarantees and Investments covered under the provisions of Secon 186of the Companies Act 2013 are given in the notes to the Financial Statements.

Contracts and Arrangements with Related Parties

The Company has entered into Related Party Transacons during the financial year. AllRelated Party Transacons were placed before the Audit Commitee of the Board for theirapproval. The Audit Commitee has granted omnibus approval for Related Party Transacons asper the provisions and restricons contained in the SEBI (Lisng Obligaons and DisclosureRequirements) Regulation 2015 ("Lisng Regulation"). There were no materialrelated party transacons entered by the Company during the year under review. AOC-2 isannexed herewith as ANNEXURE-V.

Your Directors draw a enon of the members to Notes to the financial statement whichsets out related party disclosures.

The Company has formulated a policy on materiality of Related Party Transacons and alsoon dealing with Related Party Transac ons. The policy is available on the Company'swebsite on hp s://www.sgligis.com/investors/#governance

Annual Return

Pursuant to Secon 92(3) read with Section 134(3) (a) of the Act the Annual Return ason March 31 2022 is available on the Company's website on hps://www.sgligis.com/investors/#governance

Statements of subsidiaries/Joint Venture

Your Company is ceased to be an Associate company of Karnava Infrastructure ProjectsLimited within the meaning of Secon 2(6) of the Companies Act 2013.

Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneraon and other details as required under Secon 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneraon of ManagerialPersonnel) Rules 2014 is a ached as ANNEXURE-VI which forms part of this report.

In terms of the provisions of Secon 197(12) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules2014 a statement showing the names and other parcular s of the employees drawingremuneraon in excess of the limits set out in the said rules is a ached as ANNEXURE-VIIwhich forms part of this report.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference toFinancial Statements.

During the year no reportable material weakness in the design or operaon were observed.

The internal audit covers a wide variety of operaonal ma ers and ensures compliancewith speci c standard with regards to availability and suitability of policies andprocedures.

Development and Implementation of Risk Management Policy

Business Risk Evaluaon and Management is an ongoing process within the Organizaon. TheCompany has a robust risk management framework to idenf y monitor and minimize risks asalso idenf y business opportunies.

Further the Company iden es risks with its degree and control systems are instut ed toensure that the risks in business process are mig ated. The Board provides oversight andreviews the Risk Management Policy periodically. In the opinion of the Board there hasbeen no iden c aon of elements of risk that may threaten the existence of the Company.

Whistle Blower Policy

The Company has a vigil mechanism named Whistle Blower Policy for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violaon of the Company's code of conduct or ethics policy. The saidPolicy is available on the website of the Company on hps://www.sgligis.com/investors/#governance

Signi cant and Material Orders by the Regulators or Courts or Tribunals which impactthe going concern status

and the Company's Future Operations.

No such orders have been passed by the Regulators/Courts or Tribunal which can impactthe going concern status and Company's operaon in futur e.

Public Deposits

Your Company has not accepted any deposits falling within the meaning of section 73 ofthe Companies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014during the financial year under review.

Corporate Social Responsibility

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 are not applicable to the Company.

Application/Proceeding pending under the Insolvency and Bankruptcy Code 2016

Your Company has neither made any applicaon nor is any proceeding pending under theInsolvency and Bankruptcy Code 2016 during the financial year 2021-2022.

Disclosure as Per Sexual Harassment of Women at Workplace

(Prevention Prohibition and Redressal) Act 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevenon prohibion and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevenon Prohibion andRedressal) Act 2013 and the rules. The Policy is available on the website of the Companyon h ps://www.sgligis.com/investors/#governance No complaint has been received on sexualharassment during the financial year 2021-22.

Industrial Relations

The Company enjoyed cordial relaons with the employees during the year under review andthe Management appreciates the employees of all cadres for their dedicated services to theCompany.

Acknowledgement

The Board of Directors express their sincere thanks and wishes to place on record itsdeep appreciaon forthe connued support con dence and co-operaon that the company hasreceived from SAC-ISRO ANTRIX customers suppliers investors bankers governmentagencies and other associates. Your Directors also place on record their deep appreciaonof the employees for the valued and connuous support at all levels for their services andcommitment during the year.

For and on behalf of the Board of Directors
Date: August 12 2022 Sd/- Sd/-
Place: Ahmedabad Kan_lal Ladani Chirag Soni
CFO & Director CTO & Whole Time Director
DIN 00016171 DIN 01684683

.