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 |
+91-9892691696
