Scanpoint Geomatics Limited
Your Directors' are pleased to present the 28th AnnualReport on the business and operations together with the Audited Financial Statements forthe year ended on March 31 2020.
The Company's financial performance for the Year ended on March 312020 is summarized below:
(' in Lakhs')
|Sr. No. Particulars || |
|31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|1. Total Revenue ||4924.62 ||4127.07 ||4924.62 ||4127.07 |
|2. Profit before Finance Cost Depreciation & amortization Expense and Tax Expense (Operating Profit) ||516.33 ||422.71 ||515.69 ||421.24 |
|3. Finance costs ||178.14 ||119.20 ||178.14 ||119.20 |
|4. Depreciation and Amortisation ||87.75 ||78.15 ||87.75 ||78.15 |
|5. Profit before Taxation (PBT) ||250.44 ||225.36 ||249.80 ||223.89 |
|6. Tax expense || || || || |
|Current Tax ||70.48 ||48.47 ||70.48 ||48.47 |
|Deferred Tax ||5.67 ||9.40 ||5.67 ||9.40 |
|7. Net Profit ||174.29 ||167.49 ||173.65 ||166.02 |
|8. Total comprehensive income (after tax) ||187.86 ||132.01 ||187.22 ||130.54 |
Business Overview Standalone Basis
The total revenue during the year under review was ' 4924.62 Lakhs asagainst ' 4127.07 Lakhs in the previous year Operating Profit for the year is ' 516.33Lakhs as against '422.71 Lakhs in previous year thereby an increase of 22.15%. Net Profitafter tax amounted to ' 174.29 Lakhs as against ' 167.29 Lakhs in previous year andthereby an increase of 4.18%.
The total revenue during the year under review was ' 4924.62 Lakhs asagainst ' 4127.07 Lakhs in the previous year Operating Profit for the year under reviewis ' 515.69 Lakhs as against ' 421.24 Lakhs in previous year thereby an increase of22.42%. Net Profit after tax amounted to ' 173.65 Lakhs as against ' 166.02 Lakhs inprevious year an increase of 4.60%.
In compliance with the applicable provisions of Companies Act 2013including the Indian Accounting Standard (Ind AS) 33 on Consolidated Financial Statementsthis Annual Report also includes Consolidated Financial Statements for the financial year2019-2020.
In order to conserve the resources and to strengthen the financialposition of the company and to meet long term fund requirement your Directors do notrecommend any dividend for the year under review.
Transfer to General Reserve
The Board of Directors of your company has decided not to transfer anyamount to the General Reserve for the year under review.
The paid up Equity Share Capital as on March 31 2020 was ^ 988.39Lakhs. During the Year under review Company has allotted 4333819 fully paid up EquityShares of ^ 2/- each at a price of ^ 23 (including a share premium of ^ 21 per EquityShares) on a rights basis aggregafing to ^ 996.78 Lakhs.
Material Changes and Commitments Affecting Financial Position betweenend of the Financial Year and Date of Report
There are no material changes and commitment affecting the Financialposition between end of the Financial year and Date of Report.
Pursuant to Section 134 of the Companies Act 2013 and Rule 8(1) of theCompanies (Accounts) Rules 2014 the report on performance and financial position ofsubsidiary company is attached as ANNEXURE II in Form AOC-1 prepared undersection 129(3) of the Companies Act 2013 to consolidated Financial Statements of theCompany.
The Company has kept the separate audited financial statements inrespect of subsidiary at the Registered Office of the Company and available upon therequest by any shareholder of Company. The said financial statements are also available onthe website of your Company at www.sgligis.com.
Board of Directors and Key Managerial Personnel
Retire by Rotation
Mr. Chirag Soni is liable to retire by rotation at the Annual GeneralMeeting and being eligible offers himself for re-appointment. The Directors recommend forhis re-appointment.
Mr. Mukesh Limbachiya has resigned from the post of Company Secretaryand Compliance Officer of the Company w.e.f August 2 2019.
Mr. Chintan Bhatt has resigned from the post of Company Secretary andCompliance Officer of the Company w.e.f. January 24 2020.
Mr. Kalpesh Rachchh has been appointed as an Additional Director(Non-Executive and Independent) on the Board w.e.f May 03 2019 for a term of fiveconsecutive year upto May 02 2024.
Mr. Suresh Tejwani has been appointed as an Additional Director(Non-Executive and Independent) on Board w.e.f May 03 2019 for a term of five consecutiveyear upto May 02 2024.
Ms. Shaili Mehta has been appointed as Company Secretary and Complianceofficer of the Company w.e.f February 15 2020.
Mr. Dinesh Shah (DIN: 02377709) an independent Director of the Companyto be re-appointed. Considering his knowledge expertise and experience in respectivefields and the substantial contribution made by him during his tenure as an IndependentDirector since his appointment the Nomination & Remuneration Committee and the Boardhas recommended the re-appointment of Mr. Dinesh Shah as an Independent Director on theBoard of the Company for further term of 5 (five) consecutive years commencing from 30thSeptember 2020 to 29th September 2025.
The Board seeks approval of Members of the Company to confirm the aboveappointment/re-appointment in the ensuing Annual General Meefing.
Criteria of independence as mentioned under Section 149 (6) of theCompanies Act 2013
The Independent Directors of your Company have given the certificate ofindependence to your Company stating that they meet the criteria of independence asmentioned under Section 149 (6) of the Companies Act 2013.
Familiarization Programme for Independent Directors
The Company keeps its Directors informed of the activities of theCompany its management and operations and provides an overall industry perspective aswell as issues being faced by the industry in a proactive manner. The details of variousfamiliarization programs provided to the Directors of the Company is available on theCompany's website on www.sgligis.com.
Meetings of Board
The Board of Director met 11 times during the year 2019-2020. TheDetails of the Board Meetings and the attendance of the Directors are given in theCorporate Governance Report.
The Audit Committee comprises of directors namely Ms. Pooja ShahChairperson Mr. Dinesh Shah and Mr. Ramesh Sojitra as members of the Audit Committee.
In accordance with the provisions of section 177(8) of the CompaniesAct 2013 and Listing Regulations the Board has accepted all the recommendations of theAudit Committee during the financial year 2019-20.
The details of term of reference of the Audit Committee member datesof meeting held and attendance of the Directors are given separately in the CorporateGovernance Report.
Committees of Board
Details of various committees constituted by the Board of Directors asper provisions of the Listing Regulations and Companies Act 2013 are given in theCorporate Governance Report and forms part of this report.
Directors' Responsibility Statement
Pursuant to the requirement in section 134(3) (c) of the Companies Act2013 the Directors state that:
a. in the preparation of the annual financial statements for the yearended March 31 2020 the applicable Indian accounting standards have been followed alongwith proper explanation relating to material departures;
b. such accounting policies as mentioned in the notes to the FinancialStatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on March 31 2020 and of the profit of the Company for theyear ended on that date;
c. proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. the annual financial statements have been prepared on a goingconcern basis;
e. proper internal financial controls were in place and that thefinancial controls were adequate and were operating effectively systems to ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating effectively.
Evaluation of Board Performance
In compliance to the provisions of the Companies Act 2013 andRegulation 27 of SEBI (LODR) Regulations 2015 the annual performance evaluation of Boardand its Committee was carried out during the year under review details on the same aregiven in the Corporate Governance Report.
M/s. Jayamal Thakore & Co. Chartered Accountants (FRN: 104098W)were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutiveyears at the Annual General Meeting held on September 28 2017. They have confirmed thatthey are not disqualified from continuing as Auditors of the Company.
The Auditors' Report on the accounts of the Company for the financialyear ended March 31 2020 is selfexplanatory and does not call for any furtherexplanations or comments that may be treated as adequate compliance of provisions of theCompanies Act 2013. The Auditors' Report does not contain any qualification reservationadverse remark or disclaimer.
Details in respect of frauds reported by auditors under sub-section(12) of Section 143 other 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 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Harish P. Jain & Associates Practicing Company SecretaryAhmedabad to undertake the Secretarial Audit of the Company for the financial year2019-2020.
The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III.The Secretarial Audit Report does not contain any qualification reservation oradverse remark.
Pursuant to provisions of Section 148 of the Companies Act 2013 andrules made thereunder Cost Audit is not applicable to the Company for Financial year2019-2020.
The Company has appointed M/s. Parikh Shah Chotalia & AssociatesChartered Accountants as an Internal Auditors of the Company.
Compliance with Secretarial Standards
The Company has complied with all Secretarial Standards issued by theInstitute of Company Secretaries of India from time to time.
Management Discussion and Analysis
As stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reportforms an integral part of this report. .
Corporate Governance Report
As per Regulation 27 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on corporate governance practicesfollowed by the Company together with a certificate from the Practicing Company Secretaryconfirming compliance forms an integral part of this Report.
Energy Conservation Technology Absorption and Foreign ExchangeEarnings and Outgo
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts)
Rules 2014 is annexed herewith as ANNEXURE - IV.
Loans Guarantees or Investments under Section 186 of the CompaniesAct 2013
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
Contracts and Arrangements with Related Parties
The Company has entered into Related Party Transactions during thefinancial year. All Related Party Transactions were placed before the Audit Committee ofthe Board of Directors for their approval. The Audit Committee has granted omnibusapproval for Related Party Transactions as per the provisions and restrictions containedin the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations"). There were no material related party transactionsentered by the Company during the year under review. Accordingly there are no transactionthat are required to be reported in Form AOC-2.
Your Directors draw attention of the members to Notes to the financialstatement which sets out related party disclosures.
The Company has formulated a policy on materiality of Related PartyTransactions and also on dealing with Related Party Transactions. The policy is availableon the Company's website on www.sgligis.com/investors/governance
Extract of Annual Return
The particulars required to be furnished under Section 134(3)(a) of theCompanies Act 2013 read with Companies (Management and Administration) Rules 2014 asprescribed in Form MGT-9 is given in ANNEXURE-V. Further the extract to the AnnualReturn of the Company can also be accessed on the Company's website www.sgligis.com.
Particulars of Employees and Related Disclosures
Disclosures pertaining to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is attached as ANNEXURE-VI whichforms part of this report.
In terms of the provisions of Section 197(12) of the Companies Act2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules is attachedas ANNEXURE-VII which forms part of this report.
Internal Financial Controls
The Company has in place adequate internal financial controls withreference to Financial Statements. During the year no reportable material weakness in thedesign or operation were observed.
The internal audit covers a wide variety of operational matters andensures compliance with specific standard with regards to availability and suitability ofpolicies and procedures.
Development and Implementation of Risk Management Policy
Business Risk Evaluation and Management is an ongoing process withinthe Organization. The Company has a robust risk management framework to identify monitorand minimize risks as also identify business opportunities.
Further the Company identifies risks with its degree and controlsystems are instituted to ensure that the risks in business process are mitigated. TheBoard provides oversight and reviews the Risk Management Policy periodically. In theopinion of the Board there has been no identification of elements of risk that maythreaten the existence of the Company.
Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy fordirectors and employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The said Policy is available on the website of the Company on www.sgligis.com. Nominationand Remuneration Policy
The policy on Director's appointment and remuneration includingcriteria for determining qualifications positive attributes independence of Directorand remuneration for Key Managerial Personnel and other employees can be viewed at theCompany's website at www.sgligis.com
Significant and Material Orders by the Regulators or Courts orTribunals which impact the going concern status and the Company's Future Operations.
No such orders have been passed by the Regulators/Courts or Tribunalwhich can impact the going concern status and Company's operation in future.
Your Company has not accepted any deposits falling within the meaningof section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposits)Rules 2014 during the financial year under review.
Corporate Social Responsibility
The disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to the Company.
Disclosure as Per Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules. No complaint has beenreceived on sexual harassment during the financial year 2019-2020.
The Company enjoyed cordial relations with the employees during theyear under review and the Management appreciates the employees of all cadres for theirdedicated services to the Company.
The Board of Director express their sincere thanks and wishes to placeon record its deep appreciation for the continued support confidence and co-operationthat the company has received from SAC-ISRO ANTRIX customers suppliers investorsbankers government agencies and other associates. Your Directors also place on recordtheir deep appreciation of the employees for the valued and continuous support at alllevels for their services and commitment during the year.
Date: August 25 2020
For and on behalf of the Board
For Scanpoint Geomati'cs Limited
Managing Director DIN: 00016149
Chirag Soni CTO & Whole Time Director