Scanpoint Geomatics Limited
Your Directors have pleasure in presenting the Twenty Seventh Annual Report on thebusiness and operations together with the Audited Financial Statements for the year endedon March 31 2019.
The Company's financial performance for the Year ended on March 31 2019 is summarizedbelow:
(Rs. in Lakhs')
|Particulars || |
|31.03.2019 ||31.03.2018 ||31.03.2019 ||31.03.2018 |
|1. Total Revenue ||4127.07 ||3255.47 ||4127.07 ||3255.47 |
|2. Profit before Finance Cost Depreciation & amortization Expense and Tax Expense (Operating Profit) ||422.71 ||278.37 ||421.24 ||277.19 |
|3. Finance costs ||119.20 ||81.04 ||119.20 ||81.04 |
|4. Depreciation and Amortisation ||78.15 ||72.59 ||78.15 ||72.59 |
|5. Profit before Taxation (PBT) ||225.36 ||124.74 ||223.89 ||123.56 |
|6. Tax expense || || || || |
|Current Tax ||48.47 ||- ||48.47 ||- |
|Deferred Tax ||9.40 ||6.54 ||9.40 ||6.54 |
|7. Net Profit ||167.49 ||118.20 ||166.02 ||117.02 |
|8. Total comprehensive income (after tax) ||132.01 ||113.71 ||129.44 ||112.53 |
In order to conserve the resources and to strengthen the financial position of thecompany and to meet long term fund requirement your Directors do not recommend anydividend for the year under review.
Business Overview Standalone Basis
The total revenue during the year under review was Rs. 4127.07 Lakhs against Rs.3255.47 Lakhs for the previous year. Operating Profit for the current year is Rs. 422.71Lakhs 278.37 Lakhs in previous year) thereby resultant increase of 51.85%. Net Profitafter tax amounted to Rs. 167.49 Lakhs 118.20 Lakhs in previous year) thereby resultantincrease of 41.70%.
As per the Consolidated Financial Statements the total revenue of the companyoperating profit (PBDIT) and net profit for the year were Rs. 4127.07 Rs. 421.24 and Rs.166.02 Lakhs respectively.
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.
Material Changes and Commitments Affecting Financial Position between End of theFinancial Year and Date of Report
Company has allotted 4333819 fully paid-up Equity Shares of Rs. 2/- each at a priceof Rs.23 (including a share premium of Rs. 21 per Equity Share) aggregating to Rs. 996.78Lakhs as on 24th June 2019. The Right issue was subscribed by 1.03 times.
The paid up Equity Share Capital as on 31st March 2019 was Rs. 901.71Lakhs. There has been no change in capital structure of the Company during the year underreview.
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the report on performance and financial position of subsidiarycompany is attached as Annexure in Form AOC-1 prepared under section 129(3) of theCompanies Act 2013 to the consolidated Financial Statements of the Company which formspart of this report.
The Company has kept the separate audited financial statements in respect of subsidiaryat the Registered Office of the Company and available upon the request by any shareholderof Company. The said financial statements are also available on the website of yourCompany at www.sgligis.com.
Consolidated Financial Statements
In compliance with the applicable provisions of Companies Act 2013 including theIndian Accounting Standard (Ind AS) 33 on Consolidated Financial Statements this AnnualReport also includes Consolidated Financial Statements for the financial year 2018-19.
Board of Directors and Key Managerial Personnel Retire by Rotation
Mr. Rameshchandra K. Sojitra is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Directorsrecommend for his re-appointment.
Mr. Mukesh Limbachiya has resigned from the post of Company Secretary and ComplianceOfficer of Company w.e.f. August 02 2019.
1. Mr. Kalpesh P. Rachchh has been appointed as an Additional Director (Non-Executiveand Independent) on Board w.e.f May 03 2019 for a term of five consecutive year upto May02 2024.
2. Mr. Suresh S. Tejwani has been appointed as an Additional Director (Non-Executiveand Independent) on Board w.e.f May 03 2019 for a term of five consecutive year upto May02 2024.
3. Mr. Chintan U. Bhatt has been appointed as Company Secretary and Compliance officerof the Company w.e.f August 07 2019.
Mr. Chirag Soni was appointed as Whole Time Director on 01st November 2016for a period of 3 years and will hold office up to 31st October 2019.Considering his knowledge expertise and experience in respective fields and thesubstantial contribution made by him during his tenure as Whole Time Director since hisappointment the Nomination & Remuneration Committee and the Board has recommended thereappointment of this Director as Whole Time Director on the Board of the Company to holdoffice for further term of 3 (three) consecutive years commencing from 01stNovember 2019 to 31st October 2022.
The Board seeks your approval to confirm the above appointments/re-appointment in theensuing Annual General Meeting.
Criteria of independence as mentioned under Section 149 (6) of the Companies Act 2013
The Independent Directors of your Company have given the certificate of independence toyour Company stating that they meet the criteria of independence as mentioned underSection 149 (6) of the Companies Act 2013.
Nomination and Remuneration Policy
The policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of Director and alsoremuneration for Key Managerial Personnel and other employees can be viewed at theCompany's website at www.sgligis.com
Evaluation of Board Performance
In compliance to the provisions of the Companies Act 2013 and Regulation 27 of SEBI(LODR) Regulations 2015 the annual performance evaluation of Board and its Committee wascarried out during the year under review. More details on the same are given in theCorporate Governance Report.
The Audit Committee comprises Directors namely Mrs. Pooja Shah (Chairperson) Mr.Dinesh Shah Mr. Ramesh Sojitra.
All the recommendations made by the Audit Committee were accepted by the Board. Thedetails of term of reference of the Audit Committee member dates of meeting held andattendance of the Directors are given separately in the Corporate Governance Report.
Committees of Board
Details of various committees constituted by the Board of Directors as per provisionsof the Listing Regulations and Companies Act 2013 are given in the Corporate GovernanceReport and forms part of this report.
Disclosure as Per Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules. No complaint has been received onsexual harassment during the financial year 2018-19.
Meetings of Board
The Board of Director met 5 times during the year 2018-19. The Details of the BoardMeetings and the attendance of the Directors are given in the Corporate Governance Report.
Directors' Responsibility Statement
Pursuant to the requirement in section 134(3) (c) of the Companies Act 2013 theDirectors state that:
a. in the preparation of the annual financial statements for the year ended March 312019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;
b. such accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as March 31 2019 and of the profit of the Company for the year ended on thatdate;
d. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
e. the annual financial statements have been prepared on a going concern basis;
f. proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively
g. systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
M/s. Jayamal Thakore & Co. Chartered Accountants (FRN: 104098W) were appointed asStatutory Auditors of the Company for a term of 5 (five) consecutive years at the AnnualGeneral Meeting held on September 28 2017. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.
The Auditors' Report on the accounts of the Company for the financial year ended March31 2019 is self-explanatory and does not call for any further explanations or commentsthat may be treated as adequate compliance of provisions of the Companies Act 2013. TheAuditors' Report does not contain any qualification reservation adverse remark ordisclaimer.
Details in respect of frauds reported by auditors under sub-section (12) of Section 143other than those which are reported to the central government:-
During the year under consideration there were no such instances.
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 2018-19.
The Report of the Secretarial Audit is annexed herewith as ANNEXURE-I. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
Pursuant to provisions of Section 148 of the Companies Act 2013 and rules madethereunder Cost Audit is not applicable to the Company for Financial year 2018-19.
Compliance with Secretarial Standards
The Company has complied with all Secretarial Standards issued by the Institute ofCompany Secretaries of India.
Management Discussion and Analysis
As stipulated in Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Annual Report.
Corporate Governance Report
As per Regulation 27 of SEBI (LODR) Regulations 2015 a separate section on corporategovernance practices followed by the Company together with a certificate from thePracticing Company Secretary confirming compliance forms an integral part of this Report.
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 - II.
Loans Guarantees or Investments under Section 186 of the Companies Act 2013
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Contracts and Arrangements with Related Parties
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the company had not entered into any contract or arrangement ortransactions with related parties which could be considered 'material' (i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements entered into individually or taken together with previoustransactions during the financial year) according to the policy of the Company onmateriality of Related Party Transactions. Accordingly there are no transactions that arerequired to be reported in form AOC-2.
However you may refer to Related Party transactions as per the Accounting Standardsin Note No. 35 of the Standalone Financial Statements.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.
Extract of Annual Return
The particulars required to be furnished under Section 134(3)(a) of the Companies Act2013 read with Companies (Management and Administration) Rules 2014 as prescribed in FormNo. MGT-9 is given in ANNEXURE-lll. Further the extract to the Annual Return ofthe Company can also be accessed on the Company's website www.sgligis.com
Particulars of Employees and Related Disclosures
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said rules isattached as ANNEXURE-IV which forms part of this report.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as ANNEXURE-V which forms part ofthis 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 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 of the Company.
Development and Implementation of Risk Management Policy
Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize risksas also identify business opportunities.
Further the Company identifies risks with its degree and control systems areinstituted to ensure that the risks in business process are mitigated. The Board providesoversight and reviews the Risk Management Policy periodically. In the opinion of the Boardthere has been no identification of elements of risk that may threaten the existence ofthe Company.
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 Company's website onwww.sgligis.com.
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 violation of the Company's code of conduct or ethics policy. The saidPolicy is available on the website of the Company on www.sgligis.com.
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 2019- 2020 within the stipulated time.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions or non-applicability on these items duringthe year under review:-
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. No significant and material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and the Company's future operations.
5. Details of Corporate Social Responsibility (CSR)
The Company enjoyed cordial relations with the employees during the year under reviewand the Management appreciates the employees of all cadres for their dedicated services tothe Company.
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.
| || |
For and on behalf of the Board of Directors
| ||Sd/- ||Sd/- |
| ||Ramesh Sojitra ||Chirag Soni |
| ||Managing Director ||CTO & Whole Time |
| ||Director || |
|Place: Ahmedabad ||(DIN 00016149) ||(DIN 01684683) |
|Date: August 07 2019 || || |