To
The Members,
Scan point Geomatics Limited
Your Directors' are pleased to present the 32nd Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2024.
Financial Results
The Company's financial performance for the Year ended on March 31, 2024 is summarized below:
(Rs.in Lakhs)
State of Company Affairs
Standalone Basis
The total revenue during the year under review was 3015.85 Lakhs as against 1741.45 Lakhs in the previous year. Operating Profit for the year under review is 442.07 Lakhs as against 394.86 Lakhs in previous year thereby increase of 11.96%. Net Profit after tax amounted to 161.86 Lakhs as against 58.44 Lakhs in previous year an increase of 176.97%.
Consolidated Basis
The total revenue during the year under review was 3015.85 Lakhs as against 1741.45Lakhs in the previous year. Operating Profit for the year under review is 441.72 Lakhs as against 394.38 Lakhs in previous year thereby increase of 12.00 %. Net Profit after tax amounted to 161.57 Lakhs as against 57.95 Lakhs in previous year increase of 178.80%.
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 2023-2024.
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.
Major Events during the financial year
There were no major events during the financial year 2023-2024.
Nature of Business
The Company is engaged in design and development of Indigenous Geospatial software known as IGiS (Integrated GIS and Image Processing Software) in joint development partnership with SAC-ISRO. Your Company has developed multitudes of verticalized product and solution based on IGiS for segments like urban, Land records management, agriculture, defense, forest, law enforcement, utilities etc., which caters to the specific business need of respective segments using integrated GIS and remote sensing technology.
The company had to diversify its business and accordingly a postal ballot notice dated August 05, 2024 is issued for Amendment in object clause of the memorandum of association of the company to include the business of coal, solar projects and EPC contracting.
Transfer to General Reserve:
The Board of Directors of your company has decided not to transfer any amount to General Reserve for the year under review.
Share Capital
During the year under review, the Authorised Share Capital of the company has been increased from Rs. 20,00,00,000/- 000 (Rupees Twenty Crores Only) divided into 10,00,00,000 (Ten Crores Only) Equity Shares 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 fifty lakhs Only) Equity Shares of Rs. 2 each (Rupees Two Only) vide resolution passed by shareholders of the company at Extra Ordinary General Meeting held on Friday, August 25, 2023.
The Paid-up Equity Share Capital as on March 31, 2024 was 1386.14 Lakhs.
Allotment of Equity Shares
During the year under review, the company has not allotted any equity shares and company has no debt securities.
Extra-Ordinary General Meeting of the Company
Company has convened Extra-Ordinary General Meeting(s) on Friday, August 25, 2023.
Material Changes and Commitments Affecting Financial Position between end of the Financial Year and Date of Report
1. The company issued up to 9,88,00,000/- Equity shares of face value of Rs. 2 Each through Rights issue of the Company which opened for subscription on Tuesday, April 30, 2024 and closed on Wednesday, May 08, 2024 vide letter of offer dated April 16, 2024 .
2. Mr. Deven Laheru has resigned from the post of Chief Executive Officer (Key Managerial Personnel) of the Company vide letter dated June 17, 2024 with effect from the close of working hours on June 17, 2024 due to personal reasons.
3. A postal ballot notice dated August 05, 2024 has been issued to pass following resolutions:-
• An ordinary resolution for increase in Authorised Share Capital of the Company and Alteration of Capital Clause of Memorandum of Association of the Company.
• A special Resolution for appointment of Mrs. Seema Chandresh Vithlani (DIN:- 06921003) as an Independent Woman Director of the Company.
• A special Resolution for amendment in object clause of the Memorandum of Association of the company.
• A special Resolution for approval of Change of name of company from Scanpoint Geomatics Limited to SGL Resources Limited.
Board of Directors and Key Managerial Personnel
Retire by Rotation
Mr. Mitesh Kiritikumar Sanghvi (DIN: 07403394) is liable to retire by rotation at the Annual General Meeting and being eligible, offers himself for re-appointment. The Directors recommend for his re-appointment. Brief profile of Mr. Mitesh Kiritikumar Sanghvi (DIN: 07403394) seeking re-appointment is enclosed as
ANNEXURE –I.
Appointment
Ms. Komal Peshwani was appointed as Company Secretary and Compliance Officer of the Company w.e.f.. January 31, 2024.
Resignation / Cessation
• Mr. Kishan Patel has resigned from the post of Non-executive Independent Director of the company w.e.f. September 18, 2023 due to personal reasons. There was no material reason for his resignation.
• Mr. Dhaval Parekh has resigned from the post of Company Secretary and Compliance Officer of the Company w.e.f. January 02, 2024.
Changes in management after closure of Financial year:-
• Re-appointment of Mr. Kalpesh Prabhudasbhai Rachchh (DIN: 03363315) as an Independent director of the Company for a Second term of five (5) Consecutive years with effect from May 02, 2024.
• Re-appointment of Mr. Suresh Tejwani (DIN: 08437794) as an Independent director of the Company for a Second term of five (5) Consecutive years with effect from May 02, 2024.
• The term of Mrs. Aarti Panigrahi ended as Women Independent Director w.e.f. May 23, 2024.
• Mrs. Seema Chandresh Vithlani was appointed as Additional Director w.e.f. May 24, 2024 and regularized as Non-Executive-Independent Director w.e.f. September 04, 2024.
Subsidiary 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 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.
Registered Office:
Registered office of the company has been shifted from D/1006 - 1012, 1022- 1026, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Ahmedabad-380058 to D-1002-1021, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059.w.e.f June 30, 2023.
Although, for better administrative convenience, Registered office of the company has been shifted from D-1002-1021, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059 to D-1016-1021, 10th Floor, Swati Clover, Shilaj Circle, S.P. Ring Road, Shilaj, Ahmedabad, Daskroi, Gujarat, India, 380059 with effect from July 15, 2024.
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 thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).
Details of Independent Director(s) and their Declaration
The company had following independent directors as on March 31, 2024:-
Following changes were made after the closure of independent directors:-
Declarations of independent directors
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 Company's website on https://www.sgligis.com/investors/#leadership
Meetings of Board
During the year under review 13 (thirteen) Board Meetings were held. The Details of the Board Meetings and the attendance of the Directors are given in the Corporate Governance Report.
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
• Right issue Committee
• Corporate governance Committee
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 2023-24.
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 committee
In accordance with the provisions of section 178 of the Companies Act, 2013 and Listing Regulations, the Board has accepted all the recommendations of the Nomination and remuneration committee during the financial year 2023-24.
The details of term of reference of the Nomination and remuneration committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.
Stakeholder and Relationship Committee
The Stakeholder and Relationship Committee is established in accordance with the Companies Act, 2013 and the Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of term of reference of the Stakeholder and Relationship Committee member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.
Right issue Committee
Right issue Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of right issue committee meeting held and its composition are given separately in the Corporate Governance Report.
Corporate governance Committee:-
Corporate governance Committee is established in accordance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The composition of Corporate Governance Committee is as follows as on March 31, 2024:-
Company Secretary to acts as the Secretary to the Committee.
Policy on director's appointment and remuneration.
The policy on Director's 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 Company's website at https://www.sgligis.com/investors/#leadership
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, 2024, 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, 2024 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
Pursuant to Section 139 of the Companies Act, 2013, and rules made there under, the Board of Directors on the recommendation of the Audit Committee had appointed M/s. Sparks & Co., Chartered Accountants (FRN: 101458W) , as the Statutory Auditors of the company from the conclusion of the 31st Annual General Meeting to hold such office for a period of five years till the conclusion of 36th Annual General Meeting.
The Auditors' Report on the accounts of the Company for the financial year ended March 31, 2024 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 2023-2024.
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 2023-2024.
Internal Auditor
M/s Megha Agrawal & Company resigned as an Internal Auditor of the company w.e.f. September 02, 2024. The Company has appointed Mr. Ravi Patel (PAN:-DRTPP6986B) as an Internal Auditors of the Company.
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.
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").
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 Company's 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, 2024 is available on the Company's website on https://www.sgligis.com/investors/#governance
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 Company's 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 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 operation in future.
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 2023-2024.
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 2023-2024.
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.