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Scanpoint Geomatics Ltd.:
The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations together with the Audited Financial Statements for the year ended on 31st March, 2016. The performance of the Company for the year ended on 3181 March, 2016 is summarized below:
FINANCIAL RESULTS/STATE OF AFFAIRS:
The Financial Results of the Company for the year are as under:
2014-2015 CRs.in lacs'')
Net Profit from operation
Net Profit/(Loss) after tax
Surplus b/f. from previous year
Balance carried to B/Sheet
The financial year 2015-16 had not been a satisfactory year for the Company. The turnover of the Company for the year under review was increased by 29%. However, the Company has incurred net operational loss of Rs. 471.50 compared to the loss of Rs. 110.34 Lacs of the previous year. The Company has business opportunities in hand and based on which, your Board of Directors is anticipating favorable economic conditions in years to come and will get benefits of its efforts and investments made.
The Company sees favorable market conditions and growth prospects in years to come. Due to absence of profit, the management is unable to recommend any dividend during the current financial year.
SU BSI DIARY COM PAN Y
The Company does not have any subsidiary.
The Company has neither accepted nor invited deposit from the public falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.
The paid up Equity Share Capital as on 31st March, 2016 was Rs. 5,38,08,000/-. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock option nor sweat equity nor issued any convertible instrument.
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-1”.
- Statutory Auditors
The Statutory Auditors of the Company, M/s Manoj Acharya & Associates, Chartered Accountants, Ahmadabad, was appointed as the Statutory Auditors of the Company at the previous AGM i.e. in the 22nd AGM of the Company to hold the office from conclusion of that meeting until the conclusion of the 25th AGM of the Company subject to ratification by the members by way of ordinary resolution at every AGM.
Your Directors therefore request you to ratify the appointment of the Auditors to hold the office up to the conclusion of 25thAGM.
- 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, Ahmadabad to undertake the Secretarial Audit of the Company for the financial year 2015-16. The Report of the Secretarial Audit is annexed herewith as “Annexure- II”.
The extract of Annual Return in Form No. MGT-9 shall form part of the Board''s report in ''Annexure-IN''.
During the year, Mr. Rajendra R. Chaudhari (DIN: 06963717) has resigned from the position of Director and Chief Executive Officer of the Company.
Mrs. Leelavanti Sojitra (DIN: 01575882), who was appointed as an Additional Director on 30th March, 2016, has been duly appointed as a Director of the Company at the Annual General Meeting held on 30th September, 2015. Mr. Kanti Ladani (DIN: 00016171) has been appointed as an Additional Director in the Category of Executive Director and Mr. Mitesh Sanghvi (DIN: 07403394) has been appointed as an Additional Director in the category of Non Executive Director with effect from 09th September, 2016.
Further, pursuant to the provisions of the section 152 (6) of the Companies Act, 2013, the office of Mr. Ramesh K. Sojitra (DIN: 00016149) is liable to liable for rotation.
Brief profile of the said director proposed to be re-appointed, nature of his expertise in specific functional areas and names of the companies in which he hold directorship, memberships of committees of the Boards, his shareholding in the Company are disclosed in this report as a part of disclosure requirements under applicable laws.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The industrial relations have remained cordial and harmonious during the year.
DIRECTORS'' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:
a. that in the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. that 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 3181 March, 2016 and of the profit of the Company for the year ended on that date;
c. that 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. that the annual financial statements have been prepared on a going concern basis;
e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
The provisions regarding Corporate Governance as contained in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company. However, the Company is voluntarily following some of the provisions of the said regulations to the extent possible which are contained in the Report of Corporate Governance voluntarily given by the Company attached as “Annexure IV” forming part of this Director''s Report.
SIGNED UNIFORM LUSTING AGREEMENT
Pursuant to SEBI Circular No. CIR/CFD/CMD/6/2015 dated 13th October, 2015; the Company has signed Uniform Listing Agreement with the Bombay Stock Exchange Limited during the year under review.
DELISTING OF SECURITIES
The equity shares of the Company are now listed only on Bombay Stock Exchange (BSE) which provides nationwide trading terminal. The Company had observed dormant trading of equity shares at the Ahmadabad Stock Exchange Limited (ASEL). It is therefore felt that continued listing with the ASEL will not provide any significant tangible advantage to the members of the Company. Hence, the pursuant to regulation 7 of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009, the Company has voluntarily delisted its equity shares from the Ahmadabad Stock Exchange Limited during the year under review. This disclosure shall be also be considered as a disclosure under regulation 7(1 )(d) of Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009.
APPOINTMENT OF NEW REGISTRAR AND SHARE TRANSFERAGENT (RTA)
SEBI has vide its order no. WTM/RKA/MIRSD2/41/2016 dated 22nd March, 2016 suspended Sharepro Services India Private Limited, RTA from carrying its activities as RTA and advised its client companies to switch over their RTA activities to another RTA. Hence, the Board of Directors of your Company has, by considering the corporate client services and RT A assignments undertaken by it, appointed M/s Link In time Private Limited as a new RTA in place of Sharecrop.
ADOPTION OF NEW POLICIES
Pursuant to the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted two policies namely (i) Policy on Preservation of Documents and (ii) Policy on Determination of Materiality. The same is also available on the website of the Companyonwww.scanpointgeomatics.com.
NUMBER OF MEETINGS HELD DURING THE YEAR
The details of all the meetings of board of directors and its committees had taken place during the year and their details along with their attendance, is given in point no. 2 (i) & (ii) of Report of the Corporate Governance.
EVALUATION OF BOARD
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
INTERNAL CONTROL SYSTEM
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.
RISK MANAGEMENT POLICY
The Company has already developed and implemented a Risk Management Policy for the Company. More details on the riskand concern factors are given in the Management Discussion & Analysis Report.
POLICY ON PREVENTION OF SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees of the Company are covered under this policy.
During the year 2015-16, no complaints were received by the Company related to sexual harassment. 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 of Directors for their approval. The Audit Committee has granted omnibus approval for Related Party Transactions as per the provisions and restrictions contained in the erstwhile Listing Agreement and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”).
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 Company''s website on
Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contracts/arrangements entered into by the Company with related parties referred to in sub section (1) of Section 188 of the Act including certain arm''s length transaction under third proviso thereto are required to be disclosed in Form AOC-2. Form AOC-2 envisages disclosure of material contracts or arrangement or transactions at arm''s length basis.
The details of Related Party Transactions in financial year 2015-16, as per the Policy on dealing with Related Parties adopted of the Company are disclosed in as “Annexure V” forming part of this Director''s Report.
Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures.
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 www.scanpointgeomatics.com.
LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE Companies Act. 2013
During the year, the company has neither given any loans nor guarantees nor provided any security nor made any investment during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company.
The Auditors'' Report on the accounts of the Company for the financial year ended 31st March, 2016 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 provisions of section 177 (9) and (10) of the Companies Act, 2013 mandate every listed Company to establish vigil mechanism for directors and employees to report genuine concern in such manners may be prescribed. We are pleased to report that your Company had formulated such mechanism. The Company has adopted relevant Whistle Blower Policy and the same is available on the website of the Company on www.scanpointgeomatics.com. The provisions of the said policy provided for adequate safeguards against the victimization of persons who use such mechanism and make provisions for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company has at their meeting held on 30th May, 2015, approved revised Vigil Mechanism / Whistle Blower Policy to enhance the level of transparency and corporate governance.
Any director or employee of the Company, who observes any Unethical Behavior or Improper Practices or Wrongful conduct and / or financial or non financial mal practices or non compliance with legal requirements concerning the Company, is free to report to the specified officer in the mode as provided in the policy.
Assets of your Company are not insured.
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.
Date: 30th September, 2016 On behalf of the Board of Directors
Registered Office: Ramesh K. Sojitra
9, Mahakant Complex,
Opp. V S Hospital, Chairman & Managing Director
Ahmadabad - 380006.