Director’s Report To : The Members, Scanpoint Geomatics L t d . : Your Directors have pleasure in presenting the Twenty Third Annual Report on the business and operations together with the Audited Accounts for the year ended on 31st March, 2015. The performance of the Company for the year ended on 31s1 March, 2015 is summarized below: DIVIDEND 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. SUBSIDIARY COMPANY The Company does not have any subsidiary. FIXED DEPOSITS The Company 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. SHARE CAPITAL The paid up Equity Share Capital as on March 31, 2015 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 options 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". AUDITORS Statutory Auditors : The Statutory Auditors of the Company, M/s Manoj Acharya &Associates, Chartered Accountants, Ahmedabad, was appointed as the Statutory Auditors of the Company at the previous AGM i.e. in the 22nd A GM of the Company to hold the office from conclusion of that meeting until the conclusion of the 25thAGM 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 25th AGM. 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. The Report of the Secretarial Audit is annexed herewith as Annexure - II". EXTRACT OF ANNUAL RETURN The extract of the Annual Return in Form No. MGT - 9 shall form part of the Board's report in 'Annexure-IN'. DIRECTORS With a view to broad base the Board and to increase its efficiency, the Board has appointed Mr. Rajendra R. Chaudhari (DIN: 06963717) and Mrs. Leelavanti Sojitra (DIN: 01575882) as an Additional Directors on the Board of the Company to hold the office of Director up to the date of ensuing A G M of the Company. During the year, Mr. Arup Ranjan Dasgupta (DIN: 01776902) has resigned from the position of director of the Company after his valuable service of more than 7 years. Further, the office of Mr. Raaja Jain (DIN: 01628562) w a s vacated in terms of section 167 of the Companies Act, 2013 with effect from May, 30, 2015 . Pursuant to the provisions of the section 152 (6) of the Companies Act, 2013, the office of Mr. Chirag Soni 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 as stipulated under Clause 49 of Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report. PARTICULARS OF EMPLOYEES A N D 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. INDUSTRIAL RELATIONS 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 31s1 March, 2015, 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 judgement 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 31st March, 2015 and of the profit of the Company for the year ended on that date; c. that proper a n d 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. CORPORATE GOVERNANCE As stipulated in Clause 49 of the Listing Agreement with the Stock Exchange, a separate report on "Corporate Governance" as well as "Management Discussion and A n a l y s i s " confirming compliance is set out in the Annexure IV forming part of this report. A certificate from the Practicing Company Secretary regarding compliance with Corporate Governance Norms stipulated in clause 49 of Listing Agreement is annexed to the Report on Corporate Governance. NUMBER OF MEETING HELD DURING THE YEAR The Details of All meeting of Board of Directors and Committee meeting 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 an 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 During the year, yours Directors has duly developed and implemented a Risk Management Policy for the Company. More details on the risk and concern factors are given in the Management Discussion & Analysis Report. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION A N D REDRESSAL)ACT, 2013 With reference to the provisions of T h e Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 ["the Act"] and Rules framed there under, the Company has already implemented at the Board Meeting held on May 30, 2015 an appropriate policy for its employees for prevention of sexual harassment, w h i c h interalia, sensitized all the employees of the redressal mechanism and the protection offered by the Company. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES Your Board endeavors that all contracts / arrangements / transactions entered by the Company during the financial year with related parties are in the ordinary course of business and on an arm's length basis only. During the year under review the Company had not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your Directors draw attention of the members to Notes to the financial statement which sets out related party disclosures. LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT. 2013 During the year, the company has not given any loans or guarantees or provided any security; however, the Company has invested the funds of the Company in other Body corporate in accordance with the provisions of section 186 of the Companies Act, 2013. CORPORATE SOCIAL RESPONSIBILITY (CSR) The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company. AUDITORS REPORT The Auditors' Report on the accounts of the Company for the financial year ended 31s1 March, 2015 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. VIGIL MECHANISM 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 manner as may be prescribed. We are pleased t o report that your Company had formulated such mechanism. The Company has adopted Whistle Blower Policy as per clause 49 of the listing agreement. The Company had, pursuant to the provisions of the corporate governance voluntary guidelines, 2009 read with clause 49 of the listing agreement, framed and already adopted the Whistle Blower Policy. The provisions of the said policy, provided for adequate safeguards against the victimization of persons w h o 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. ACKNOWLEDGMENT 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. On behalf of the Board of Directors Ramesh K. Sojitra Chairman & Managing Director Date: 30th July, 2015 Place: Ahmedabad Registered Office: 9, Mahakant Complex, Opp. V S Hospital, A s h r am Road, Ahmedabad - 380006. |