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Scanpoint Geomatics Ltd.

BSE: 526544 | NSE: | Series: NA | ISIN: INE967B01028 | SECTOR: Computers - Software

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

The Directors have pleasure in presenting the Twenty Sixth Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2018.

Financial Results

The Company''s financial performance for the Year ended on March 31, 2018 is summarized below:

( Rs. in Lakhs)

Sr. No.








Total Revenue





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





Finance costs





Depreciation and Amortisation





Profit before Taxation (PBT)





Tax expense

Current Tax




Deferred Tax





Net Profit





Total comprehensive income (after tax)





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.

Business Overview

Standalone Basis

The total revenue during the year under review was Rs.3255.47 Lakhs against Rs.3300.25 Lakhs for the previous year. Operating Profit for the current year is Rs.278.37 Lakhs ( Rs.147.95 Lakhs in previous year) thereby resulting the increase of 88.15%. Net Profit after tax amounted to Rs.118.20 Lakhs ( Rs.28.70 Lakhs in previous year) thereby resulting increase of 311.85%.

Consolidated Basis

As per the Consolidated Financial Statements, the total revenue of the company, operating profit (PBDIT), and net profit for the year were Rs.3,255.47, Rs.277.19 and Rs.117.02 Lakhs respectively.

Material changes and commitments affecting financial position between end of the Financial Year and date of Report

There have been no material changes and commitments affecting financial position between end of the financial year and the date of the report.

Share Capital

During the year, the total paid-up equity share capital of the company has been increased from Rs. 5,38,08,000/- to Rs.9,01,71,398/- on account of allotment of 1,81,81,699 equity shares of Rs.2/- each at a premium of Rs.14.50 per share on a Right issue basis.

Subsidiary Company

During the year, M/s. Jyacad Solutions Private Limited has become wholly owned subsidiary of the Company.

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 in Form AOC-1 prepared under section 129(3) of the Companies Act, 2013 to the consolidated Financial Statements of the Company which forms part of this report.

Consolidated Financial Statements

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 2017-18.

Board of Directors and Key Managerial Personnel

Retire by Rotation

Mr. Kantilal Ladani is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment.


1. Mr. Manish Dangi has been appointed as an Additional Director (Non-Executive and Non-Independent) on Board w.e.f May 30, 2018

2. Mr. Ankur Fofaria has been appointed as an Additional Director (Non-Executive and Independent) on Board w.e.f August 14, 2018 for a term of five consecutive years upto August 13, 2023.

The Board seeks your approval for confirm their appointment in the ensuing Annual General Meeting.

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. More details on the same are given in the Corporate Governance Report.

Audit Committee

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. 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.

Committees of Board

Details of various committees constituted by the Board of Directors as per provisions of the Listing Regulations and Companies Act, 2013 are given in the Corporate Governance Report and forms part of this report.

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 and no complaint has been received on sexual harassment during the financial year 2017-18.

Meetings of Board

The Board of Director met 9 times during the year 2017-18. The Details of the Board Meetings 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, the Directors state that:

a. in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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, 2018 and of the profit of the Company for the year ended on that date;

d. 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;

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 controls were adequate and were operating effectively

g. systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.


- Statutory Auditors

M/s. Jayamal Thakore & Co., Chartered Accountants (FRN: 104098W) were appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on September 28, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Auditors'' Report on the accounts of the Company for the financial year ended March 31, 2018 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 Auditors

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 Secretaries, Ahmedabad to undertake the Secretarial Audit of the Company for the financial year 2017-18.

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

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.

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 - II.

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.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the company had not entered into any contract or arrangement or transactions with related parties which could be considered ''material'' (i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements entered into individually or taken together with previous transactions during the financial year) according to the policy of the Company on materiality of Related Party Transactions. Accordingly, there are no transactions that are required to be reported in form AOC-2.

However, you may refer to Related Party transactions, as per the Accounting Standards, in Note No. 37 of the Standalone Financial Statements.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link

Extract of Annual Return

The particulars required to be furnished under Section 134(3)(a) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014 as prescribed in Form No. MGT-9 is given in ANNEXURE-III.

Particulars of Employees and Related Disclosures

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-IV which forms part of this report.

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-V 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.

The Company has appointed M/s. Parikh Shah Chotalia & Associates, Chartered Accountants 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 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.

Familiarization Programme for Independent Directors

The Company keeps its Directors informed of 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 Company''s website on

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 Company''s code of conduct or ethics policy. The said Policy is available on the website of the Company at the link

Listing Fees

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 Financial Year 2018- 2019 within the stipulated time.


Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions or non-applicability on these items during the 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 under any scheme.

4. No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s future operations.

5. Details of Corporate Social Responsibility (CSR)

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.


The Board of Director 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/-

Ramesh Sojitra Chirag Soni

Managing Director CTO & Whole Time Director

(DIN 00016149) (DIN 01684683)

August 14, 2018


Director’s Report