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Directors Report of Scanpoint Geomatics Ltd.

Mar 31, 2016

Director’s Report

To :

The Members,

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:

2015-2016

2014-2015 CRs.in lacs'')

Turnover

2606.20

2026.06

Net Profit from operation

(471.50)

(110.34)

Net Profit/(Loss) after tax

(484.89)

(82.49)

Surplus b/f. from previous year

919.89

1002.37

Balance carried to B/Sheet

436.00

919.89

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.

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.

SU BSI DIARY COM PAN Y

The Company does not have any subsidiary.

FIXED DEPOSITS

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.

SHARE CAPITAL

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”.

AUDITORS

- 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”.

EXTRACTOFANNUAL RETURN

The extract of Annual Return in Form No. MGT-9 shall form part of the Board''s report in ''Annexure-IN''.

DIRECTORS

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.

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 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.

CORPORATE GOVERNANCE

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

www.scanpointgeomatics.com.

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.

AUDITORS REPORT

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.

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 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.

INSURANCE

Assets of your Company are not insured.

ACKNOWLEDGEMENT

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

Place: Ahmadabad

Registered Office: Ramesh K. Sojitra

9, Mahakant Complex,

Opp. V S Hospital, Chairman & Managing Director

Ashram Road,

Ahmadabad - 380006.


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting the Twenty Second Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under:

(Rs.in lacs) 2013-2014 2012-2013

Turnover 3,407.10 2,048.09

Net Profit from operation 120.08 140.66

Net Profit/(Loss) after tax 70.15 123.99

Surplus b/f. from previous year 932.23 808.23

Balance carried to B/Sheet 1,002.37 932.23

DIVIDEND:-

The overall performance of the Company has been satisfactory. The Company see favorable market conditions and growth prospects in years to come and to grasp the opportunities, the management has decided not to recommend any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:-

The turnover of the company for the year under review has achieved an addition of 66.35% than that of turnover of previous year. Company has made operational net-profit of Rs. 120.08 Lacs against a profit of Rs. 140.66 Lacs during last financial year.

The financial year 2013-14 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years.

During the year, the company achieved total sales of Rs. 3,447.10 Lacs recording growth of 66.35% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

FIXED DEPOSITS:-

The Company has not accepted any deposits, which attract the provisions of Section - 58A and Rules framed there under of the Companies Act, 1956.

DIRECTORS:-

As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Shri Dinesh J. Shah and Shri Arupranjan Dasgupta are the Directors of the Company, who retire by rotation being eligible to offer themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they hold directorship, memberships of Committees of the Boards, their 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 REQUIRED TO BE FURNISHED BY THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF THE BOARD OF DIRECTORS) RULE, 1988:-

The particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosures of the Particulars in Report of the Board of Directors) Rules, 1988 relating to conservation of energy, technology absorption and foreign exchange earnings & expenditure are set out in "AnnexureA" to this Report.

PARTICULARS OF EMPLOYEES:-

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT:-

Pursuant to the requirements of Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility statement, the Directors confirm that:

In preparation of annual accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and after the profit or loss of the company for that year;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts for the year ended 31st March, 2014 on a going concern basis.

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 Analysis" confirming compliance is set out in the annexure 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.

AUDITORS:-

The Statutory Auditors of the Company, M/s. Manoj Acharya & Associates, Chartered Accountants, Ahmedabad, will retire at conclusion of ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received a written certificate from the auditors stating that their appointment, if made, would be within the prescribed limit under Section 139(1) of the Companies Act, 2013 and the Rules made there under. The Board, on the recommendation of the Audit Committee, has also proposed that M/s. Manoj Acharya &Associates, Chartered Accountants,Ahmedabad, be re-appointed as Auditors of the Company.

Your Directors request you to reappoint the Auditors to hold the office from the conclusion of 22nd AGMs to the conclusion of the 25th AGM (subject to ratification of the appointment by the members at everyAGM held after this AGM) and fix their remuneration.

AUDITORS REPORT:-

The Auditors'' Report on the accounts of the Company for the accounting year ended 31st March, 2014 is self-explanatory and does not call for any further explanations or comments that may be treated as adequate compliance of Section 217(3) of the Companies Act, 1956.

POSTAL BALLOT:-

The Board of Directors at its meeting held on 30th July, 2014 had recommended to transact certain business though Postal Ballot. For the purpose of conducting the Postal ballot exercise Mr. Harish Jain, Proprietor of M/s Harish P. Jain & Associates, Practicing Company Secretaries, Ahmedabad was appointed as scrutinizer who will submit his report on 30th September, 2014 which will be declared by the Chairman of the Company at the registered office of the Company.

CHANGE IN LEGISLATION GOVERNING COMPANIES IN INDIA:-

During the year under review, the provisions of the new Companies Act have been made effective replacing the Companies Act of 1956. The Government has notified 287 sections out of total 470 sections which cover all the material provisions of the new Companies Act, 2013.

However, as clarified by the Ministry of Corporate Affairs, the provisions of Companies Act, 1956 would remain applicable in respect of preparation of financial accounts, auditor''s report and director''s report thereon for the financial year ended on 31st March, 2014.

CHANGE IN NOMENCLATURE OF COMMITTEES AND ENHANCED THEIR SCOPE:-

Pursuant to the introduction of the Companies Act, 2013 and the rules made there under, the Nomenclature of the Shareholders Grievance Committee has been changed to "Stakeholders Grievance and Relationship Committee" and the nomenclature of Remuneration Committee has been changed to "Nomination and Remuneration Committee".

The scope of terms of reference/scope for Audit Committee has been enhanced in line with the provisions of Section 177 of the Companies Act, 2013 with additional scope on vigil mechanism, safeguards against victimization of persons who use such mechanism, direct access to Chairperson of audit committee in appropriate or exceptional cases etc.

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 to report that your Company had formulated such mechanism. The Company has adopted Whistle Blower Policy as per clause 49 of the listing agreement.

The Board of Directors of the Company have at their meeting held on 30th July, 2014, approved revised Whistle Blower Policy to be in line with the provisions of Companies Act , 2013 read with the listing agreement.

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.

INSURANCE:-

Assets of your Company are adequately insured against various perils.

ACKNOWLEDGEMENT:-

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

Date: 30th July, 2014 Ramesh K. Sojitra Place: Ahmedabad Chairman & Managing Director


Mar 31, 2013

To: The Members of Scanpoint Geomatics Ltd. :

The Directors have great pleasure in presenting the Twenty First Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under:

2012-2013 2011-2012 (Rs.inlacs)

Turnover 2,048.09 932.99

Net Profit from operation 140.66 204.28

Net Profit/(Loss) after tax 123.99 209.12

Surplus b/f. from previous year 808.23 599.11

Balance carried to B/Sheet 932.23 808.23

DIVIDEND:

The overall performance of the Company has been satisfactory. The Company sees tremendous growth prospects and to capitalise on the opportunities the management has not recommended any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 119.52%. Company has made operational net-profit of Rs. 140.66 lacs against a profit of Rs. 204.28 Lacs during last year. The financial year 2012-13 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years. During the year, the company achieved sales of Rs. 2048.09 lacs recording growth of 119.52% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58A and Rules framed there underofthe CompaniesAct, 1956.

DIRECTORS:

Shri Kanti V. Ladani and Shri Raaja P. Jain, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their 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.

WHOLE-TIME COMPANY SECRETARY

During the year as per Section 383A of CompaniesAct, Company has appointed Mr. Vatan D. Brahmbhatt as the Company Secretary of the company w.e.f. 15/03/2013 and Mr. Keval N. Ponkiya has resigned as company secretary and w.e.f. 25/12/2012.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS & OUTGO: The particulars as required under the provisions of Section-217(1) (e)are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the CompaniesAct, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the CompaniesAct, 1956, your Directors confirm that:

i) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and afterthe profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the CompaniesAct, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of thisAnnual General Meeting to the next Annual General Meeting.

ACKNOWLEDGMENTS:

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 fortheir services and commitment during the year.



On behalf of the Board of Directors

Date : 20th May, 2013 Ramesh K. Sojitra

Place: Ahmedabad Chairman & Managing Director


Mar 31, 2012

To The Members of Scanpoint Geomatics Ltd.

The Directors have great pleasure in presenting the Nineteenth Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 3181 March, 2012.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under: (Rs in Lacs)

2011-2012 2010-2011

Turnover 932.99 897.73

Net Profit from operation 207.28 274.52

Net Profit/(Loss) after tax 209.12 274.46

Surplus b/f. from previous year 599.11 324.63

Balance carried to B/Sheet 808.23 599.11

DIVIDEND:

The overall performance of the Company has been satisfactory. The Company sees tremendous growth prospects and to capitalise on the opportunities the management has not recommended any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 3.93%. Company has made operational net-profit of Rs. 209.12 lacs against a profit of Rs. 274.52 Lacs during last year.

The company is pleased to inform you that after the first Indigenous software IG iS was launched in July 2009 and updated to version 1.1 and released on January 2011 by Dr R R Navalgund, Director, Space Applications Centre, ISRO, the product sales have made good progress. Based on this performance the Company received a National Award from Technology Development Board, Department of Science and Technology, Ministry of Science and Technology, New Delhi, for the successful commercialization of Integrated GIS and Image Processing Software: IG iS developed jointly in collaboration Space Applications Centre, ISRO. Ahmedabad.

The financial year 2011-12 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years.

During the year, the company achieved sales of Rs. 932.99 lacs recording growth of 3.93% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58Aand Rules framed there under of the Companies Act, 1956.

DIRECTORS:

Shri Dinesh J Shah and Shri Arupranjan Dasgupta, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their 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.

APPOINTMENT OF COMPANY SECRETARY:

During the year as per Section 383A of Companies Act, Company has appointed Mr. Keval N. Ponkiya as

the Company Secretary of the company. Mr. Keval N. Ponkiya, is a member of Institute of Companies Secretaries on India, and is responsible to carry out all the compliance matter of the company related to SEBI, ROC and any other law as applicable from time to time.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS&OUTGO:

The particulars as required under the provisions of Section - 217(1) (e) are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A)of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

ACKNOWLEDGEMENTS:

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

Date: 308tMay, 2012 Ramesh K. Sojitra

Place: Ahmedabad Chairman & Managing Director


Mar 31, 2011

The Members,

Scanpoint Geomatics Ltd.:

The Directors have great pleasure in presenting the Nineteenth Annual Report on the working of the Company, together with Audited Accounts for the financial year ended 31*'March, 2011.

FINANCIAL RESULTS:

The Financial Results of the Company for the year are as under:

2010-2011 2009-2010 (Rs.in lacs)

Turnover 897.73 176.52

Net Profit from operation 274.52 20.52

Write back & Capital Restructure - 1699.10

Net Profit/(Loss) after tax 274.46 1719.62

Surplus b/f. from previous year 324.63 (1394.99)

Balance carried to B/Sheet 599.11 324.63

DIVIDEND:

The overall performance of the Company has been satisfactory. The Company sees tremendous growth prospects and to capitalise on the opportunities the management has not recommended any dividend during the current financial year.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 408.57%. Company has made operational net-profit of Rs. 274.52 lacs against a profit of Rs. 20.52 Lacs during last year. Thus, there is significant improvement in the working of the company.

The company is pleased to inform you that the first Indigenous software IGiS was completed and Version 1.1 of IGiS was released on January 27, 2011 by DrRRNavalgund, Director, Space Applications Centre, ISRO.

The financial year 2010-11 has been a significant year in the history of company. The Company has now started realizing the benefits of its investments and restructuring exercised in the last years.

During the year, the company achieved domestic sales of Rs. 482.89 lacs and Export Sales of Rs. 414.84 Lacs recording quantum growth of 408% in sales compared to previous year. The above sales reflect the significant business of the company and its presence in domestic and global markets.

SHARE CAPITAL

During the year the Share Capital of the company was increased from Rs. 23,808,000/- to Rs. 53,808,000/- by allotment of 15000000 new shares issued to Promoters / their associates under the BIFR Rehabilitation Scheme, At present the Paid up Share capital is Rs. 53,808,000/- divided into 26904000 Equity Shares of Rs. 21- each.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58A and Rules framed there under of the Companies Act, 1956.

DIRECTORS:

Pursuant to the provision of the Companies Act, 1956, Shri Rajah P Jain, was appointed as Additional Director of the Company and would hold the office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Shri Rajah P Jain for the office of Director, liable to retire by rotation.

Shri Kanti V Ladani and Shri Pankaj Mudholkar, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Shri Surendra S Khemka, Independent Non-Executive Director has resigned as director of the company effective from 21/02/2011. The Directors place on record that sincere appreciation of the services rendered by Shri Surendra S Khemka during his tenure as a director of the company.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their 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.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as required under the provisions of Section - 217(1) (e) are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS' RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

ACKNOWLEDGEMENTS:

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

Date: 30st July, 2011 Rameshchandra K. Sojitra

Place: Ahmedabad Chairman & Managing Director


Mar 31, 2010

The Directors have great pleasure in presenting the Eighteenth Annual Report together with Audited Accounts for the financial year ended 31 st March, 2010.

FINANCIAL RESULTS: The Financial Results of the Company for the year is as under:

2009-2010 2008-2009

(Rs.inlacs)

Turnover 176.52 107.07

Net Profit (Loss) from operation 20.52 (96.87)

Written backs & Capital Restructure 1699.10 --

Net Profit/(Loss) after tax 1719.62 (97.44)

Surplus b/f. from previous year (1394.99) (1297.54)

Balance carried to B/Sheet 324.63 (1394.99)

DIVIDEND:

In view of past years accumulated losses, your Directors express their inability to recommend any dividend during the year ended 31st March 2010.

REVIEW OF OPERATIONS AND FINANCIAL PERFORMANCE:

The turnover of the company for the year under review has increased by 64.86%. Company has taken steps to control the cost and expenses and consequently the company has made operational net-profit of Rs. 20.52 lacs against a loss of Rs. 96.87 Lacs last year. Thus^ there is significant improvement in the working of the company.

Your Directors are pleased to inform you that Integrated GIS and Image Processing (IGiS), the first Indigenous software of GIS and Image Processing has been completed in the technical collaboration of ISRO, the Indian Space Research Organisation. IGiS was successfully launched by the Honourable Shri Madhavan Nair, the Chairman of ISRO on 29m July 2009 at Banglore.

The Company has also entered into an Agreement with Antrix Corporation Limited, a Govt, of India enterprise dealing in promotion and marketing of products and services of the ISRO and other Government of India establishments engaged in technology developments for promotion and marketing of IGiS.

CURRENT PERFORMANCE

Apart from increasing the domestic sales, your company has also been awarded a work order of Geomatics Data Conversation Services and customization of mining application using IGiS technology of entire area of 636 Sq. kms of mines situated at SIERRA LEONE, a West African country. The same is under advanced stage of completion. With this, your Company will enter into the global markets.

FUTURE OUTLOOK

The main business of the company is to provide IGiS technology in the domain of Geomatics to several business areas. Geomatics is now being used in various segments including Environment, Healthcare, Forestry, Emergency Response, Land Information, Transportation, Resource Exploration, Agriculture, Telecommunication, Urban Planning & Infrastructure, Defense & Security, Power & Gas Utilities. The Overall market, as estimated by the Geospatial Market Report 2009 for the year 2012-13 is more than Rs. 2000 Crores. Most of these markets are in niche conditions and varying rapidly.

Most of these activities involve multiple resources i.e. Softwares, Hardwares, Engineering technology etc. Your company is forging alliances/consortiums with other experts in different sectors. M/s Antrix Corporation Ltd; your Companys Product Promotion and Marketing collaborator, has been empanelled under the Restructured Accelerated Power Development and Reform Programme (R-APDRP), a Power reform initiative of the Government of India.

Your Company in consortium, has won contract for Land Re-survey in the state of Gujarat. Similarly it has success fully have been technically qualified in various other tenders, which are in the process of

ISO 9001 -2000, CMMi, OGC COMPLIANCE AND AWARDS

SGL is certified for ISO 9001:2000 for the design, development, implementation and maintenance of software solutions in the area of Geographical Informaiton System (GIS), Image Processing (IP), Global Positioning System (GPS), Computer Aided Design (CAD) and location based services and surveys of your Company has been assessed byAFAQ-EAQA.

SGL is also certified for CMMi for Development Ver. 1.2 Level 3 (for the software engineering and product development standards) by Carnegie Mellon University, USA.

SGL is proud to announce that its product & technology IGiS has been certified by global standard by Open Geospatial Consortium (OGC) for web services - Web Map Services (Ver. 1.3.0 and Ver. 1.1.1) and Map Feature Services (Ver 1.0.0). SGL is the first Indian company to achieve this certification. IGiS is awarded as "Geospatial Product of the Year Award 2009" as an indigenous product by the Chief Guest, Dr. T. Ramasami, Secretary, Department of Science & Technology, Government of India.

REFERENCE TO BIFR

The Board for Industrial and Financial Reconstruction (BIFR) has sanctioned a rehabilitation scheme ("Sanctioned Scheme") granting various relief and concessions to the company for its revival by its order dated 24/02/2010. The Company has taken effect in Books of Accounts of relief and concession as per order of Honble BIFR to the extent granted by the concerned Authorities.

FIXED DEPOSITS:

The Company has not accepted deposits, which attracts the provisions of Section - 58A and Rules framed there under of the Companies Act, 1956.

DIRECTORS:

Pursuant to the provision of the Companies Act, 1956, Shri Surendra Khemka was appointed as Director of the Company and would hold the office up to the date of ensuing Annual General Meeting. The Company has received notice in writing from member proposing the candidature of Shri Surendra Khemka for the office of Director, liable to retire by rotation.

Shri Arupranjan Dasgupta and Shri Dinesh J Shah, Directors who retire by rotation and being eligible offers themselves for their re-appointment at the ensuing Annual General meeting.

Brief resumes of the above directors proposed to be re-appointed, nature of their expertise in specific functional areas and names of the companies in which they holds directorship and memberships / of Committees of the Boards of their 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.

CONSERVATION OF ENERGY ETC & FOREIGN EXCHANGE EARNINGS & OUTGO:

The particulars as required under the provisions of Section -217(1) (e) are given in "Annexure A" attached herewith and forms the part of this report.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration exceeding the amount prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975.

INDUSTRIAL RELATIONS:

The industrial relations have remained cordial and harmonious during the year.

DIRECTORS RESPONSIBILITY STATEMENT: Pursuant to the provisions of Section - 217(2AA) of the Companies Act, 1956, your Directors confirm that:

i) In preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and after the profit or loss of the company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting record in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

Reports on the corporate governance and Management Discussion and Analysis in accordance with clause 49 of the Listing Agreements with stock exchanges along with the certificate of the Auditors on the same are annexed and form part of this report.

AUDITORS:

M/s. Manoj Acharya & Associates, Chartered Accountants, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, the Board recommends their reappointment as auditors from the conclusion of this Annual General Meeting to the next Annual General Meeting.

ACKNOWLEDGEMENTS:

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, 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 Date: 31st July, 2010 Ramesh K. Sojitra

Place: Ahmedabad Chairman & Managing Director

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