Scanpoint Geoma Director Discussions


To

The Members,

Scanpoint Geomatics Limited

Your Directors are pleased to present the 31st Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2023.

Financial Results

The Companys financial performance for the Year ended on March 31, 2023 is summarized below:

(Rs in Lakhs)

Sr. Particulars

Standalone

Consolidated

No.

31.03.2023 31.03.2022 31.03.2023 31.03.2022

1. Total Revenue

1741.45 3,345.22 1741.45 3345.22

2. Profit before Finance Cost, Depreciation & amortization Expense and Tax Expense (Operating Profit)

394.86 535.56 394.38 534.23

3. Finance costs

170.25 165.39 170.26 165.42

4. Depreciation and Amortisation

121.56 108.06 121.56 108.07

5. Profit before Taxation (PBT)

103.05 262.11 102.56 260.74

6. Tax expense

Current Tax

37.19 71.93 37.19 71.93

Deferred Tax

(0.56) (6.84) (0.56) (6.84)

Tax adjustment of Previous Year

7.98 7.98

7. Net Profit

58.44 197.01 57.96 195.65

8. Total comprehensive income (after tax)

73.11 206.28 72.63 204.92

State of Company Affairs Standalone Basis

The total revenue during the year under review was Rs 1741.45 Lakhs as against Rs 3345.22 Lakhs in the previous year, Operating Profit for the year under review is Rs 394.86 Lakhs as against Rs 535.56 Lakhs in previous year thereby decrease of 26.27%. Net Profit after tax amounted to Rs 58.44 Lakhs as against Rs 197.01 Lakhs in previous year a decrease of 70.33%.

Consolidated Basis

The total revenue during the year under review was Rs 1741.45 Lakhs as against Rs 3345.23 Lakhs in the previous year, Operating Profit for the year under review is Rs 394.38 Lakhs as against Rs 534.23 Lakhs in previous year thereby decrease of 26.17 %. Net Profit after tax amounted to Rs 57.96 Lakhs as against Rs 195.65 Lakhs in previous year decrease of 70.37%.

Financial statements are in compliance with the applicable provisions of Companies Act, 2013 including the Indian Accounting Standard (Ind AS) 33 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2022-23.

Dividend

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

Transfer to General Reserve:

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

Share Capital

During the year under review, The Authorised share capital of the company has been increase from Rs.15.00. 00.000 (Rupees Fifteen Crores Only) divided into 7,50,00,000 (Seven Crores Fiy Lakhs Only) Equity Shares of Rs. 2 each (Rupees Two Only) to Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into 10.00. 00.000 (Ten Crores Only) Equity Shares of Rs. 2 each (Rupees Two Only) vide resolution passed by shareholders of the company at 30th Annual General Meeting held on 20th September 2022.

The Paid-up Equity Share Capital as on March 31, 2023 was Rs 1386.14 Lakhs. During the Year under review the Company forfeited 79,752 equity shares of company die to non-payment of call monies and hence paid up share capital of company has been decrease from Rs 1387.74 Lakhs to Rs 1386.14 Lakhs.

Allotment of Equity Shares

During the year under review, the company has not allotted any equity shares.

Extra-Ordinary General Meeting of the Company

Company has held Extra-Ordinary General Meeting(s) on June 28, 2022 and February 13, 2023.

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

There are no material changes and commitment affecting the financial position between end of the financial year and Date of Report. However after closure of financial year, with the approval of the members of the Company, at their Extra-ordinary general meeting held on 25th August 2023, company has increased its authorized share capital from Rs. 20,00,00,000 (Rupees Twenty Crores Only) divided into 10.00. 00.000 (Ten Crores Only) Equity Shares of face value of Rs. 2 each (Rupees Two Only) to Rs.35.00. 00.000 (Rupees Thirty Five Crores Only) divided into 17,50,00,000 (Seventeen crores and fifty lacs Only) Equity Shares of face value of Rs. 2 each (Rupees Two Only) ranking pari passu in all respect with the existing Equity Shares of the Company.

Subsidiary Company

JYACAD SOLUTIONS PRIVATE LIMITED is subsidiary company of Scanpoint Geomatics Limited, effective from 24th July 2017, Further Scanpoint Geomatics Limited has acquired 99.90% Equity shares of JYACAD SOLUTIONS PRIVATE LIMITED by investing Rs. 99,900/- (Ninety nine thousand nine hundred only) at the time of incorporation of JYACAD SOLUTIONS PRIVATE LIMITED i.e. 24th July 2017.

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 subsidiary company is attached as ANNEXURE II in Form AOC-1 prepared under section 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 subsidiary at the Registered Office of the Company and the same is available upon the request by any shareholder of Company. The said financial statements are also available on the website of your Company at www.sgligis.com.

Board of Directors and Key Managerial Personnel

Retire by Rotation

Mr. Jay Harshadkumar Chotalia (DIN: 02084946) is liable to retire by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend for his reappointment.

Appointment

Mrs. Aarti Panigrahi (DIN: 09612211) has been appointed as Additional woman director (independent) of the company w.e.f. 24th May 2022 for a period of two years by board of directors and her appointment has been regularized as woman independent director at the Extra-ordinary General Meeting held on 28th June, 2022.

Mr. Kishan Patel (DIN No: 06786705) has been appointed as Additional director (independent) of the company w.e.f. 24th May 2022 for a period of two years by board of directors and his appointment has been regularized as independent at the Extra-ordinary General Meeting held on 28th June, 2022

Mr. Deven Laheru has been appointed as Chief Executive Office of the company w.e.f. 24th May 2022.

Mr. Jay Harshadkumar ChotaJia (DIN - 02084946) who has been appointed as additional Non-Executive & Non Independent director of the company on w.e.f. 30th March 2022, his appointment has been regularized as Non-Executive & Non Independent director, liable to be retire by rotation, at the Extraordinary General Meeting held on 28th June, 2022.

Ms. Rujvi Shah was appointed as Company Secretary and Compliance Officer of the Company w.e.f. August 12, 2022.

Mr. Kantilal Vrajlal Ladani (DIN: 00016171) has been appointed as Whole Time Director w.e.f. November 14, 2022 for a term of three consecutive years up to November 13, 2025 by board of directors and his appointment has been regularized as Whole Time Director at the Extra Ordinary General Meeting held on 13th February, 2023.

Mr. Darshil Shah has been appointed as Chief Financial Officer w.e.f. November 14, 2022.

Mr. Dhaval Parekh was appointed as Company Secretary and Compliance Officer of the Company w.e.f. February 15, 2023.

Re-appointment

Mr. Chirag Jayantilal Soni (DIN: 00016149) was re-appointed as the Whole-time Director of the Company w.e.f. November 01, 2022 for term of 3 years at 30th Annual General Meeting held on 22nd September, 2022.

Resignation / Cessation

Mr. Rameshchandra Sojitra (DIN: 00016149) ceased to be the Managing Director of the company w.e.f. 24th May, 2022, due to expiry of his term as Managing Director of the company. Further he ceased to be director of the company w.e.f. 20th September, 2022 as he has not been re-appointed at 30th Annual General Meeting.

Mr. Sandip Gohel (Membership No: A48704) has resigned as Company Secretary of the company w.e.f. 24th May 2022.

Mr. Varixkumar Patel (DIN: 0890S030) has resigned from the post of Independent Director of the Company w.e.f. 24th May, 2022.

Mr. Chirag Jayantilal Soni (DIN: 00016149) has resigned from the post of Whole-time Director of the company w.e.f. 23rd September 2022.

Mr. Kantilal Vrajlal Ladani (DIN: 00016171) has resigned from the post of chief financial officer of the company w.e.f. 14th November 2022.

Ms. Rujvi Shah has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. January 16, 2023.

Details of Board of Directors and Key Managerial Personnel as on 31st March 2023 are as follows:

Name

DIN / PAN Designation

Mr. Kantilal Vrajlal Ladani

00016171 Whole-time Director

Mr. Jay Harshadkumar Chotalia

02084946 Non-executive and Non Independent Director

Mr. Mitesh Kirtikumar Sanghvi

07403394 Non-executive and Non Independent Director

Mr. Dinesh Jamnadas Shah

02377709 Independent Director

Mr. Kalpesh Prabhudasbhai Rachchh

03363315 Independent Director

Mr. Kishan Mohanbhai Patel

06786705 Independent Director

Mr. Suresh Tejwani

08437794 Independent Director

Mrs. Aarti Panigrahi

09612211 Independent Director

Mr. Darshil Manojkumar Shah

BEFPS3689D Chief Financial Officer

Mr. Deven Narottam Laheru

AAHPL6521C Chief Executive Officer

Mr. Dhaval Mukeshbhai Parekh

BQNPP6663C Company Secretary

Details of the Directors seeking Re-appointment in the forthcoming Annual General Meeting (in Compliance of Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Secretarial Standard 2 on General Meeting:

Name of Director

Mr. Jay Harshadkumar Chotalia - Retire by Rotation

Date of Birth

July 11, 1974

Date of Appointment

May 24, 2022

Qualification

Qualified Chartered Accountant

Nature of expertise & Experience

Mr. Jay Chotalia is a Finance Professional. He is a Chartered Accountant and an ISA qualified. He brings in more than 20 years of experience along with him.

Terms of Appointment/Re-appointment

Liable to retire by rotation

Names of listed entities in which the person also holds the directorship

Nil

Membership/Chairmanship of Committees of other listed entities

Nil

Number of Shares held in the Company

559

No. of Board Meetings Attended

6

Relationship with any Director(s) of the Company

Nil

Registered Office:

Registered office of the company has been shifted from 9, Mahakant Complex, Opp. V.S. Hospital, Ashram Road, Ahmedabad-380006 to D/1006 - 1012, 1022- 1026, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Ahmedabad-380058 w.e.f. 14th November 2022.

Criteria for determining Qualifications, Positive Attributes, Independence and other Matters concerning a Director

Diversity of thought, experience, industry knowledge, skills and age. Positive Attributes: Apart from the statutory duties and responsibilities, the Directors are expected to demonstrate high standard of ethical behavior, good communication, leadership skills and give impartial judgement. Independence: A Director is considered Independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed there under and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

Independent Directors Declaration

The Declarations, required under Section 149(7) of the Act and Regulation 25(8) of SEBI Listing Regulations from all the Independent Directors of the Company confirming that they meet the criteria of independence, were duly received by the Company.

Familiarization Programme for Independent Directors

The Company keeps its Directors informed of all the activities of the Company, its management and operations and provides an overall industry perspective as well as issues being faced by the industry in a proactive manner. The details of various familiarization programs provided to the Directors of the Company is available on the Companys website on https://www.sgligis.com/investors/#leadership

Meetings of Board

During the year under review six (06) Board Meetings were held. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.

Audit Committee

In accordance with the provisions of section 177(8) of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Audit Committee during the financial year 202223.

The details of term of reference of the Audit Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

Nomination and Remuneration Policy

The policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and remuneration for Key Managerial Personnel and other employees can be viewed at the Companys website at https://www.sgligis.com/investors/#leadership

Committees of Board

The following Committees constituted by the Board, function according to their respective roles and scope:

• Audit Committee.

• Nomination and Remuneration Committee.

• Stakeholder and Relationship Committee.

Terms of reference, composition of committees and committee meetings are given separately in corporate governance report.

Following are the Non-mandatory committees of board are as follows:

• Right Issue Committee.

• Corporate Governance Committee.

Directors Responsibility Statement:

Pursuant to the requirement in section 134(3) (c) of the Companies Act, 2013, the Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2023, the applicable Indian accounting standards have been followed along with proper explanation relating to material departures;

b. such accounting policies as mentioned in the notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as March 31, 2023 and of the profit of the Company for the year ended on that date;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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 are adequate and are operating effectively

f. a proper system was devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

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 was carried out during the year under review, details on the same are given in the Corporate Governance Report.

Auditors

Statutory Auditors

M/s. Sparks & Co., Chartered Accountants (FRN: 101458W) hold office until the conclusion of this Annual General Meeting. They were appointed as Statutory Auditors of the Company, for a term of 1 (One) year, at the Annual General Meeting held on September 20, 2022. They cease to be the statutory auditors of the company from the ensuing AGM due to the expiry of their term.

The Audit Committee and the Board at their meeting held on September 04, 2023 has considered and recommended the re-appointment of M/s. Sparks & Co., Chartered Accountants, Statutory Auditors of the Company for a term of Five consecutive years commencing from the conclusion of 31st Annual General Meeting till the conclusion of 36th Annual General Meeting.

The Auditors Report on the accounts of the Company for the financial year ended March 31, 2023 is self-explanatory and does not call for any further explanations or comments that may be treated as adequate compliance of provisions of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation, adverse 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.

Secretarial Auditor

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 has appointed M/s. Harish P. Jain & Associates, Practicing Company Secretary, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2022-2023.

The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Auditor

Pursuant to provisions of Section 148 of the Companies Act, 2013 and rules made thereunder, Cost Audit is not applicable to the Company for Financial year 2022-2023.

Internal Auditor

The Company has appointed M/s. Megha Agarwal & Company, Chartered Accountants as an Internal Auditors of the Company for the financial year 2022-2023 upon resignation of M/s. Parikh Shah Chotalia & Associates (preceding internal auditor).

Compliance with Secretarial Standards

The Company has complied with all Secretarial Standards issued by the Institute of Company Secretaries of India from time to time.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as ANNEXURE - IV.

Management Discussion and Analysis

As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of annual report.

Corporate Governance Report

As per Regulation 27 of SEBI (LODR) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

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

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

Note 5 and Note 6 of financial statements covers Loans, Guarantees and Investments under the provisions of Section 186 and company has not advanced any Loans, Guarantees and Investments during the financial year 2022-23.

Contracts and Arrangements with Related Parties

The Company has entered into Related Party Transactions during the financial year. All Related Party Transactions were placed before the Audit Committee of the Board for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and the same have been approved by members of the company at 30th Annual General Meeting of the company held on 20th September 2022. There were no material related party transactions entered by the Company during the year under review. AOC-2 is annexed herewith as

ANNEXURE-V.

Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.

The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Companys website on https://www.sgligis.com/investors/#governance

Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Act, the Annual Return as on March 31, 2023 is available on the Companys website on https://www.sgligis.com/investors/#governance

Statements of subsidiaries/Joint Venture

Your Company is ceased to be an Associate company of Karnavati Infrastructure Projects Limited within the meaning of Section 2(6) of the Companies Act, 2013 with effect from 21st September 2021.

Particulars of Employees and Related Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE-VI which forms part of this report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules is attached as ANNEXURE-VII which forms part of this report.

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year no reportable material weakness in the design or operation were observed.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures.

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 risks as also identify business opportunities.

Further, the Company identifies risks with its degree and control systems are instituted to ensure that the risks in business process are mitigated. The Board provides oversight and reviews the Risk Management Policy periodically. In the opinion of the Board there has been no identification 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 and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The said Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Future Operations.

No such orders have been passed by the Regulators/Courts or Tribunal which can impact the going concern status and Companys operation in future.

However, on 25th May 2022 the company has intimated to BSE, for interest of shareholders, on occurrence of event which could be result into fraud. The details of event occurred, as intimated to BSE is as follows:

“It is bring to notice of the Stock exchange that Mr. Rameshchandra Sojitra, Promoter of the Company has called for the letter heads and stamp of the Company today on 25.05.2022 and he also called for the Digital Signature which has been handed over and duly acknowledged on 24th May, 2022 and might be used fraudulently.”

Public Deposits

Your Company has not accepted any deposits falling within the meaning of 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 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 application nor is any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the financial year 2022-2023.

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 a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules. The Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance No complaint has been received on sexual harassment during the financial year 2022-23.

Disclosure pursuant to clause (xii) of sub-rule (5) of rule 8 of The Companies (Accounts) Rules, 2014.

During the year, the company had not applied for one time settlement with respect to loan from Banks or financial institution, hence details of difference of valuation is not available.

Industrial Relations

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

Acknowledgement

The Board of Directors express their sincere thanks and wishes to place on record its deep appreciation for the continued support, confidence and co-operation that the company has received from SAC-ISRO, ANTRIX, customers, suppliers, investors, bankers, government agencies and other associates. Your Directors also place on record their deep appreciation of the employees for the valued and continuous support at all levels for their services and commitment during the year.

For and on behalf of the Board of Directors

Sd/-

Sd/-

Date: September 04, 2023

Mr. Mitesh Sanghvi

Mr. Kantilal Ladani

Place: Ahmedabad

Director

Whole Time Director

DIN 07403394

DIN 00016171