To
The Members,
Scanpoint Geomacs Limited
Your Directors' are pleased to present the 30 Annual Report on the business and
operaons 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 summarized
below:
(Rs in Lakhs')
| Sr. |
Particulars |
Standalone |
Consolidated |
| No. |
|
31.03.2022 |
31.03.2021 |
31.03.2022 |
31.03.2021 |
| 1. |
Total Revenue |
3,345.22 |
4,378.80 |
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 3,345.22 Lakhs as against Rs
4,378.80 Lakhs in the previous year, Operang Pro t for the year under review is Rs 592.89
Lakhs as against Rs 547.37 Lakhs in previous year thereby decrease of 7.67%. Net Pro t a
er tax amounted to Rs 197.01 Lakhs as against Rs 202.77 Lakhs in previous year a decrease
of 2.92%.
Consolidated Basis
The total revenue during the year under review was Rs 3345.23 Lakhs as against Rs
4378.80 Lakhs in the previous year, Operang Pro t for the year under review is Rs 534.23
Lakhs as against Rs 547.05 Lakhs in previous year thereby decrease of 2.34 %. Net Pro t a
er tax amounted to Rs 195.65 Lakhs as against Rs 202.44 Lakhs in previous year decrease of
3.35%.
Financial statements are in compliance with the applicable provisions of Companies Act,
2013 including the Indian Accounng Standard (Ind AS) 33 on Consolidated Financial
Statements, this Annual Report also includes Consolidated Financial Statements for the
financial year 2021-2022.
Dividend
In order to conserve the resources and to strengthen the financial posion of the c
ompany 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
The Authorised share capital of the company is Rs. 15 Crores (Rupees Fi een Crores
Only). There was no change in the authorized share capital of the company during the year
under review.
The Paid-up Equity Share Capital as on March 31, 2022 was 1386.14 Lakhs. During the
Year 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 1,99,67,482 Equity Shares on
rights issue basis of which 1,30,177 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 the
Financial Year and Date of Report
There are no material changes and commitment a ecng the Financial posion between end of
the 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 subsidiary
company 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 subsidiary
at the Registered O ce 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
Refire by Rotation
Mr. Rameshchandra Sojitra (DIN: 00016149) is liable to rer e by rotaon at the Annual
General Meating and being eligible, offers himself for re-appointment. The Directors
recommend for his re-appointment.
Mr. Mitesh Sanghvi (DIN: 07403394) is liable to rer e by rotaon at the Annual General
Meating and being eligible, offers himself for re-appointment. The Directors recommend for
his re-appointment.
Appointment
Mr. Sandip Gohel was appointed as Company Secretary and Compliance Officer of the
Company w.e.f. January 13, 2022.
Mr. Jay Harshadkumar Chotalia (DIN: 02084946) has been appointed as an Addional
Director (Non Execuv e and Non Independent Director) on the Board w.e.f. March 30, 2022
and who has been regularized as Director (Non-Execuv e Non-Independent) in the Extra
Ordinary 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 term
of two consecuv e year upto May 23, 2024 and who has been regularized in the Extra
Ordinary 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 consecuv
e year upto May 23, 2024 and who has been regularized in the Extra Ordinary General
Meating held on 28 June, 2022.
Mr. Deven Laheru has been appointed as Chief Execuv e Director of the Company on the
Board w.e.f. May 24, 2022.
Re-appointment
Mr. Chirag Jayanlal Soni (DIN: 01684683) is to be re-appointed as the Whole-me Director
of the Company w.e.f. November 1, 2022 for term of 3 years, subject to the approval of
shareholders at this AGM.
Considering his experience in GIS & IP based applicaon development, GIS based
customizaon and R&D acvies undertaken by our Company and also his associated with our
Company as a Director since last 15 years the Nominaon & Remuneraon Commitee and the
Board has recommended the re-appointment of Mr. Chirag Jayanlal Soni as the Whole-me
Director on the Board of the Company, for term of 3 (Three) years commencing from 1st
November 2022.
The Board seeks approval of Members of the Company to con rm the above
appointment/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, 2022
due to the expiry of her term as an Independent Director.
Mr. Varixkumar Patel (DIN: 08905030) has resigned as Independent Director of the
Company w.e.f. 24 May, 2022. The Company has also received the con rmaon that there are no
other material reasons for his resignaon
Mr. Rameshchandra Sojitra (DIN: 00016149) ceased to be the Managing Director of the
company 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 Officer
of the Company w.e.f. 11 January, 2022.
Mr. Sandip Gohel has resigned from the post of Company Secretary and Compliance Officer
of the Company w.e.f. 24 May, 2022.
Criteria for determining Quali cations, Positive Attributes, Independence and other
Matters concerning a Direct
Diversity of thought, experience, industry knowledge, skills and age.
Posivtie Aribut es: Apart from the statutory dues and responsibilies, the Directors are
expected to demonstrate high standard of ethical behavior, good communicaon, leadership
skills and give imparal judgement.
Independence: A Director is considered Independent if he/she meets the criteria laid
down in Secon 149(6) of the Act, the Rules framed thereunder and Regulaon 16(1)(b) of the
SEBI (Lisng Obligaons and Disclosure Requirements) Regulation, 2015 (SEBI Lisng
Regulation).
Independent Director's Declaration
The Declaraons, required under Secon 149(7) of the Act and Regulaon 25(8) of SEBI Lisng
Regulation 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 acvies of the Company, its
management and operaons and provides an overall industry perspecv e as well as issues
being faced by the industry in a proacv e manner. The details of various familiarizaon
programs provided to the Directors of the Company is available on the Company's website on
hp s://www.sgligis.com/investors/#leadership
Meetings of Board
During the year under review Ten (10) Board Meatings were held. The Details of the
Board Meatings and the a endance of the Directors are given in the Corporate Governance
Report.
Audit Commitee
In accordance with the provisions of secon 177(8) of the Companies Act, 2013 and Lisng
Regulation, the Board has accepted all the recommendaons of the Audit Commitee during the
financial year 2021-22.
The details of term of reference of the Audit Commitee member, dates of meating held
and 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 determining
quali caons, posiv e aribut es, independence of Director, and remuneraon for Key
Managerial Personnel and other employees can be viewed at the Company's website at hp
s://www.sgligis.com/investors/#leadership
Committees of Board
The following Commitees constut ed by the Board, funcon according to their respecv e
roles 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, the
Directors state that:
a. in the preparaon of the annual financial statements for the year ended March 31,
2022, the applicable Indian accounng standards have been followed along with proper
explanaon relang to material departures;
b. such accounng policies as menoned in the notes to the Financial Statements have been
selected and applied consistently and judgments and esma tes have been made that are
reasonable and prudent so as to give a true and fair view of the state of a airs of the
Company as March 31, 2022 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
accounng records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for prevenng and detecng fraud and other
irregularies;
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 operang e ecv ely;
f. a proper system was devised to ensure compliance with the provisions of all
applicable 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 was
carried out during the year under review, details on the same are given in the Corporate
Governance Report.
Auditors
??Statutory Auditors
M/s. Jayamal Thakore & Co., Chartered Accountants (FRN: 104098W) hold officeunl the
conclusion of this Annual General Meating. They were appointed as Statutory Auditors of
the Company, for a term of 5 (Five) consecuv e years, at the Annual General Meating held
on September 28, 2017. They cease to be the statutory auditors of the company from the
ensuing AGM due to the expiry of their term.
The Audit Commitee and the Board at their meating held on August 12, 2022 has
considered and recommended the appointment of M/s. SPARKS & Co.) Chartered
Accountants, Statutory Auditors of the Company for a term of One year commencing from the
conclusion 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 March
31, 2022 is self-explanatory and does not call for any further explanaons or comments that
may be treated as adequate compliance of provisions of the Companies Act, 2013. The
Auditors' 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 143
other 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 has
appointed M/s. Harish P. Jain & Associates, Praccing Company Secretary, Ahmedabad to
undertake the Secretarial Audit of the Company for the financial year 2021-2022.
The Report of the Secretarial Audit is annexed herewith as ANNEXURE-III. The
Secretarial 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 made
thereunder, 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, Chartered
Accountants as an Internal Auditors of the Company.
Compliance with Secretarial Standards
The Company has complied with all Secretarial Standards issued by the Instut e of
Company 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 of
annual report.
Corporate Governance Report
As per Regulaon 27 of SEBI (LODR) Regulation, 2015, a separate secon on corporate
governance pracces followed by the Company, together with a cer c ate from the Praccing
Company 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 exchange
earnings and outgo spula ted under Secon 134(3)(m) of the Companies Act, 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 Companies Act, 2013
Details of Loans, Guarantees and Investments covered under the provisions of Secon 186
of 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. All
Related Party Transacons were placed before the Audit Commitee of the Board for their
approval. The Audit Commitee has granted omnibus approval for Related Party Transacons as
per the provisions and restricons contained in the SEBI (Lisng Obligaons and Disclosure
Requirements) Regulation, 2015 ("Lisng Regulation"). There were no material
related party transacons entered by the Company during the year under review. AOC-2 is
annexed herewith as ANNEXURE-V.
Your Directors draw a enon 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 Transacons and also
on dealing with Related Party Transac ons. The policy is available on the Company's
website 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 as
on March 31, 2022 is available on the Company's website on hp
s://www.sgligis.com/investors/#governance
Statements of subsidiaries/Joint Venture
Your Company is ceased to be an Associate company of Karnava Infrastructure Projects
Limited 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 Managerial
Personnel) 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 Rules
5(2) and 5(3) of the Companies (Appointment and Remuneraon of Managerial Personnel) Rules,
2014, a statement showing the names and other parcular s of the employees drawing
remuneraon in excess of the limits set out in the said rules is a ached 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 operaon were observed.
The internal audit covers a wide variety of operaonal ma ers and ensures compliance
with speci c standard with regards to availability and suitability of policies and
procedures.
Development and Implementation of Risk Management Policy
Business Risk Evaluaon and Management is an ongoing process within the Organizaon. The
Company has a robust risk management framework to idenf y, monitor and minimize risks as
also idenf y business opportunies.
Further, the Company iden es risks with its degree and control systems are instut ed to
ensure that the risks in business process are mig ated. The Board provides oversight and
reviews the Risk Management Policy periodically. In the opinion of the Board there has
been 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 and
employees to report to the management instances of unethical behavior, actual or
suspected, fraud or violaon of the Company's code of conduct or ethics policy. The said
Policy is available on the website of the Company on hp
s://www.sgligis.com/investors/#governance
Signi cant and Material Orders by the Regulators or Courts or Tribunals which impact
the going concern status
and the Company's Future Operations.
No such orders have been passed by the Regulators/Courts or Tribunal which can impact
the 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 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 applicaon nor is any proceeding pending under the
Insolvency 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 a
policy on prevenon, prohibion and redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women at Workplace (Prevenon, Prohibion and
Redressal) Act, 2013 and the rules. The Policy is available on the website of the Company
on h ps://www.sgligis.com/investors/#governance No complaint has been received on sexual
harassment during the financial year 2021-22.
Industrial Relations
The Company enjoyed cordial relaons 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 appreciaon forthe connued support, con dence and co-operaon 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 appreciaon
of the employees for the valued and connuous support at all levels for their services and
commitment 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 |
|