2009-2010
Annual ReportAnnual Report
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NOTICECORPORATE INFORMATION
Board of DirectorsRamesh K. Sojitra Chairman & Managing DirectorArup Ranjan Dasgupta DirectorChirag J. Soni DirectorDinesh J. Shah DirectorKanti V. Ladani DirectorPankaj A. Mudholkar DirectorSurendra Khemka Director
AuditorsManoj Acharya & AssociatesChartered Accountants219, Ashirwad Market,Kalupur, Ahmedabad - 380 002.
BankersCorporation Bank
Share Transfer Agent
Registered & Corporate Office‘Scan House’ B/h, Town Hall,Ashram Road,Ahmedabad - 380 006. (Gujarat)Phone : +9179 - 26575371Fax : +9179 - 26575584
Sharepro Services (India) Pvt. Ltd.th 416-420, 4 Floor, Devnandan mall,
Opp. Sanyash Ashram, Ashram Road, Ahmedabad 380006 (Gujarat). Phone No. +9179 26582381 to 84 Fax no. +9179 - 26582385
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NOTICE is hereby given that the Eighteenth Annual General Meeting of the Members of SCANPOINT thGEOMATICS LTD. will be held on Thursday, the 30 September, 2010 at 10.30 a.m. at the Registered
office of the Company situated at 'SCAN HOUSE', B/h, Town Hall, Ashram Road, Ahmedabad - 380 006 to transact following business:
ORDINARY BUSINESSst1 To receive, consider, approve and adopt the Audited Balance Sheet as at 31 March, 2010 and the
Profit & Loss Account for the year ended on that date and the report of the Directors and the Auditors thereon.
2 To appoint a Director in place of Shri Arupranjan Dasgupta, who retires by rotation, and being eligible, offers himself for reappointment.
3 To appoint a Director in place of Shri Dinesh J. Shah, who retires by rotation, and being eligible, offers himself for reappointment.
4 Auditors to hold office from the conclusion of this Annual General until the conclusion of the next Annual General meting of the Company and to fix their remuneration.
SPECIAL BUSINESS
5 APPOINTMENT OF SHRI SURENDRA KHEMKA AS DIRECTOR, LIABLE TO RETIRE BY ROTATION To consider and if thought fit, to pass, with of without modification(s), the following resolution as an Ordinary Resolution:“RESOLVED THAT Shri Surendra Khemka, who was appointed as an Professional Director of the company by the Board of Directors and who holds office up to the date of this Annual General Meeting and in respect of whom a notice under Section 257 of the Companies Act, 1956, has been received from a Member signifying his intention to propose Shri Surendra Khemka as a candidate for the office of Director of the Company , be and hereby appointed as a Director of the Company whose period of office shall be liable to determination by retirement of Director by rotation.”
6 To Consider and if deemed fit, to pass with or without modification(s), the following Resolution as a Special Resolution:“RESOLVED THAT pursuant to the provisions of Section 198,269,309, and 310 read with Section XIII and other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification(s) or re-enactment thereof, for the time being in force) and such other approvals as may be required, the members of the Company do hereby approve the re-appointment and payment of remuneration to Shri Ramesh K. Sojitra, Managing Director of the Company for the period of (3) three
th thyears with effect from 25 May, 2010 to 24 May, 2013 on the terms and conditions set out in the agreement to be entered into between the Company and Shri Ramesh K. Sojitra, draft whereof is submitted to this meeting and initialled by the Chairman for the purpose of identification with liberty to the Board of Directors (hereafter referred to as 'the Board” which term shall include the Remuneration Committee constituted by the Board) to alter and vary the terms and conditions of the said re-appointment and/or remuneration and /or agreement in such manner as may be agreed to between the Board and Shri Ramesh K. Sojitra, provided such alterations/variations are in accordance with the approval accorded by the members of the Company.FURTHER RESOLVED THAT, notwithstanding the provisions of Schedule XIII to the Companies Act, 1956 or any modification(s) thereto or re-enactment thereof, if in any financial year during the tenure of the Managing Director, the Company has no profits or its profits are inadequate, Shri Ramesh K. Sojitra shall be entitled to receive and be paid the same remuneration in that year as set out in the aforesaid agreement.FURTHER RESOLVED THAT, the Board be and is hereby authorized to do all such acts, deeds and things and to execute all such documents, instruments and writings as may be required to give effect to this resolution.
By Order of the Board of DirectorsPlace : Ahmedabad Ramesh K. Sojitra
thDate : 31 July, 2010 Chairman & Managing DirectorRegistered Office: SCAN HOUSE, B/h Town Hall, Ashram Road, Ahmedabad 380 006.
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NOTES:
1.A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER, THE PROXY, IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.
2. Explanatory Statement setting out the material facts concerning the special business of the accompanying Notice pursuant to Section 173 (2) of the Companies Act, 1956 is annexed hereto.
3. The Register of the Members and the Share Transfer Books of the Company will remain close from rd thThursday the 23 September, 2010 to Thursday, the 30 September, 2010 both days inclusive.
4. Members are requested to notify immediately any change of address:
i) to their Depository Participants (DPs) in respect of their shareholding in De-mat Accounts and,
ii) to the Company's Registrars & Share Transfer agent M/s. Sharepro Services(India) Pvt. Ltd. Ahmedabad-380006, in respect of their shareholding in physical segment by mentioning folio nos. etc.
5.Members/Proxies are requested to bring their attendance slip duly filled in for attending the meeting.
6. The Members are requested to bring their copy of Annual Report along with them at the meeting.
7. Members desirous of obtaining any information concerning the accounts and operations of the Company are requested to address their questions to the company so as to reach at least seven days before the date of the meeting, to enable the information required to be made available at the Meeting, to the best extent possible.
8. As per the amendment in the provisions of The Companies Act, 1956, facility for making nominations is available to the Shareholders in respect of shares held by them. Nomination forms can be obtained from the Share Transfer Agent of the Company.
Explanatory statement pursuant to section 173(2) of the Companies Act, 1956
ITEM NO. 5Shri Surendra Khemka, was appointed Director of the Company and holds office up to the date of the ensuing Annual General Meeting in terms of section 260 of the Act, and Articles of Association of the Company. Pursuant to Section 257 of the Act, the Company has received a notice from a member signifying his intention to propose Shri Surendra Khemka, as a candidate for the office of Director of the Company.
Shri Surendra Khemka, 55 Years is a senior Chartered Accountant, Cost Accountant and Company Secretary with more than 25 years of leadership experience in Capital Structuring, Fund Raisings working capital management within turnaround and rapid change environments. He is a combination of team leadership, strategic planning, business development skills, Excellent Inter-personal skills and good negotiation skills. He has experience in lead managing the Accounts, Finance, Taxation, Treasury, Legal and Secretarial functions.The Board considers that it is in the interest of the Company to have the benefit of rich and extensive knowledge, experience and expertise of Shri Surendra Khemka.
The Board recommends the resolution at item no. 5 of the accompanying Notice for your approval.
No Director other than Shri Surendra Khemka, is concerned or interested in the said resolution.
ITEM NO. 6
Shri Ramesh K. Sojitra has been reappointed as Managing Director of the Company for a period of 3 thyears with effect from 25 May, 2010 subject to approval of the shareholders. The draft agreement
between the Company and Shri Ramesh K. Sojitra contains the following terms and conditions:
A brief resume of Shri Ramesh K. Sojitra, nature of his expertise in specific functional areas are provided in Report of Corporate Governance forming part of the Annual Report.
The proposed remuneration payable to Shri Ramesh K. Sojitra is as follows:
Salary Rs.1,00,000/- per month including of below mentioned perquisites and allowances.
PERQUISITES AND ALLOWANCES:
CATEGORY A
Medical Reimbursement / Medical Insurance: Reimbursement of all medical expenses for self and family subject to the maximum of one month's salary per annum. Medical insurance premium shall be paid by the Company
Personal Accident Insurance: Personal accident insurance as per the policy of the Company
Entertainment Expenses: Reimbursement of entertainment expenses on actual basis incurred during the course of the business.
Club Fees: Fees of clubs exclusive of admission and life membership fee subject to a maximum of two clubs CATEGORY BThe contribution to provident fund or annuity fund, if any, and if introduced by the Company will not be included in the computation of the ceiling on perquisite to the extent these singly or put together are not taxable under the Income Tax Act,1961.
CATEGORY CCar with the chauffer for official use, telephones, Internet and fax facility at residence. These will not be considered as perquisites.
The terms and conditions of the said appointment may be altered and varied from time to time by the Board of Directors as it may in its discretion deem fit, within the maximum amounts payable to Managing Director in accordance with Schedule XIII to the Act, or any amendments made hereafter in this regard.
The extracts of remuneration given above shall be deemed to be the extract of remuneration required to be furnished under section 302 of the Companies Act,1956.Your Directors recommend resolution at Item No 6 for your approval.Save and expect Shri Ramesh K. Sojitra being the recipient of remuneration, none of the other Directors of the Company is in any way, concerned or interested in the resolution.
By Order of the Board of Directors
Place : Ahmedabad Ramesh K. Sojitrast Date : 31 July,2010 Chairman & Managing Director
Registered Office:SCAN HOUSE, B/h Town Hall, Ashram Road, Ahmedabad 380 006.
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To :The Members,Scanpoint Geomatics Ltd. :Your Directors have great pleasure in presenting the Eighteenth Annual Report together with Audited Accounts for the financial year ended 31st March, 2010.FINANCIAL RESULTS: The Financial Results of the Company for the year is as under:
2009-2010 2008-2009 (Rs.in lacs)Turnover 176.52 107.07Net 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
stduring the year ended 31 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
thMadhavan Nair, the Chairman of ISRO on 29 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. Software's, Hardware's, Engineering technology etc. Your company is forging alliances/consortiums with other experts in different sectors. M/s Antrix Corporation Ltd; your Company's Product Promotion and Marketing collaborator, has been empanelled under the 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
Restructured Accelerated Power Development and Reform Programme (
DIRECTORS’REPORT
finalization and are in advanced stage.
ISO 9001-2000, CMMi, OGC COMPLIANCE AND AWARDSSGL 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 by AFAQ-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 BIFRThe 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 Hon'ble 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
stDate : 31 July, 2010 Ramesh K. SojitraPlace: Ahmedabad Chairman & Managing Director
Annexure -A to Directors' Report
Information required under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.A. CONSERVATION OF ENERGEY:
(a) Energy Conservation Measures :The Company has adopted system of shutting down all electrical machineries and appliances when not in use to avoid unnecessary wastage of energy.
(b) Impact of (a) above for reduction of energy consumption and consequent impact on cost of production of goods :Our total energy cost is even less than four percent of our total turnover.
(c) Total energy consumption and energy consumption per unit of production, as per Form 'A' is not applicable in case of your company.
B. TECHNOLOGY ABSORPTION:Technology absorption as per Form “B” is not applicable in case of your Company.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:2009-2010 2008-2009
(Rs.) (Rs.)Foreign Exchange earnings NIL NILForeign Exchange outgo 831,504/- NIL
Place : Ahmedabad For and on Behalf of the BoardstDate : 31 July 2010 Ramesh K. Sojitra
Chairman & Managing Director
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MANAGEMENT DISCUSSION AND ANALYSIS
The overall geospatial market in India is spread across three primary end-use sectors-the government, private and NGO, among which the government has been the major growth driving user. Geospatial technology is evolving at a rapid pace in India as every major sector is planning to integrate the technology with its O & M systems. To cater to this growing demand, GIS software has to provide the functions and tools needed to store, analyze and display geographic information. For planning, operations and management in areas like land records, power distribution, urban planning, mine exports etc.
Image Processing Software
Raw geospatial imagery cannot be used in GIS directly. It must first undergo processing which makes it “GIS ready”. This processing involves “tying” images to the ground geo referencing with spatial reference information to produce properly oriented images. Oriented images are first generation data products that are used to create additional value added data products for a GIS based system. For this reason, Image processing software is used. Image processing software is also a set of software tools are capable of extracting necessary information from geospatial imageries. Image processing software is used for preparing referencing, measuring and analyzing imagery from airborne and satellite sensors. The composition of the pixels of the photograph is identified by the software, which provides necessary information for the identification of the kind of spatial data. The outputs of analyzed imagery are maps which can be loaded into a GIS.
Photogrammetry Software
Photogrammetry software is used for 3D mapping purposes. It is a processing software used for processing orthoimagery, DEM and Mosaics. Photogrammetry software is used where high level of accuracy is required in horizontal as well as vertical directions. It allows aerial imagery to be calibrated, georeferenced, ortho-rectified and to be used as input data to create DEM / DTM products. Photogrammetry software is generally marketed in modules wherein a buyer can purchase the functionality they need to perform their work. It is also marketed as integrated product having a comprehensive set of functionalities required. The software also allows the user to take stereo satellites or aerial imagery and create accurate DEMs, orthophotos and 3D GIS data sets with full control over the entire process.
GIS
Geospatial Information system, GIS is the core technology that combines digital maps, DEM/DTM, Orthophotos and statistical data into a single database which can there be used to analysis the data and yield applications specific information. GIS is used extremely in all areas requiring spatial planning, analysis and monitoring.
Future Prospects of GIS in Software
As the demand for GIS software increases in the Indian Market, the software companies will feel the next wave of growth for the software sales to be driven by major domestic projects such as R-APDRP, JnNURM and NLRMP.
Given the promising future of the Indian geospatial market, experts feel that irrespective of the flat growth in the last two to three years this segment might grow at 23-25 per cent CAGR, in the future provided prices don't fall further. The proportion of number of licenses required to the work done remain constant at the present levels and there are no major technological changes that might effect the demand for software in India. Thus, the demand for software in the geospatial sector can go up to Rs 2,450 million by 2012-13.
GIS in Services
As the demand for GIS technology grows in various sectors of the country, improving the conditions for sustainable GIS services and large economic potential of geo-information is of major concern. The GIS service market consists of companies that provide geospatial services ranging from surveying, data mapping and conversion, solution and application development to consulting and training. In India several initiatives are being taken in each and every sector in order to enhance the use of GIS. These initiatives would consequently strengthen the geo-information market, by enabling advanced tools for the delivery of data and geo-services to all stakeholders and decision makers.
It is estimated that the GIS services sector will continue to grow at a rate of approximately 30 per cent YOY for the next five years, provided the major projects and plans of the government sector are implemented. They also feel that integration is not limited to just data exchange capabilities, but concerns all the
enterprises to connect the necessary functions and heterogeneous functional entities for creating an able supporting body.
The National Land Records Modernisation Programme (NLRMP) has been conceptualized as a major system and reform initiative that is concerned not merely with computerization, updating and maintenance of land records and validation of titles, but also as a programme that will add value and provide a comprehensive tool for development planning wherever location-specific information is required.
The total provision for the NLRMP is Rs 56,560 million, out of which central share will be Rs 30,980 million and the state share will be Rs 25,580 million. The entire project is to be completed by the end of 12th Plan, i.e. by 2016-17. Moreover, experts predict that the sector holds immense potential and given the promising future outlook, the sector is expected to grow at a CAGR of 47-48 per cent. The total demand for GIS related activities will be close to Rs 8,640 million by 2012-13.
Geographic information system (GIS) technology has long been used in the Defence sector. The historic usage has been more focused on specific domains such as terrain analysis, map production or facility management. However, a new breed of GIS technology is emerging which is critical to defence infrastructure. New strategic applications are also driving the uptake of GIS as a critically important technology in this sector. Moreover, the need for the tactical war fighters has been the most important factor behind the emergence of the geospatial intelligence discipline in defence.
Maps have been one of the most important/essential data, especially for the Army as they provide vital information about the terrain. Application of GIS, which includes digital mapping and remote sensing, has been extensively used for routine administrative and logistics functions at various levels in the military. Thus, usage of GIS has literary transformed the way decision-making is done by the various divisions/departments of defence.
GIS-based maps and geospatial data are used to create digital environment, which helps in assisting various departments to make essential commands and control decisions in the battle field at the right time.
Remote sensing has been helpful in collecting terrain information such as engineering resources, traffic ability, obstacles, visibility, camouflage, concealment potential, information on camping ground, water supply source etc. for quite some time now. GIS has become an important tool for the Indian defence in all the functions based on C4ISTAR solutions (Command, Control, Communications, Computers, Intelligence, Surveillance, Target Acquisition and Reconnaissance).
Geospatial technology has definitely come a long way, especially in the Indian defence sector, from base level information (like understanding the battlefield geography) to high-end planning and analysis.
industrial belt development, park improvement, mass education and literacy rate monitoring, drainage system monitoring and many other development related issues can be monitored and maintained with the help of GIS. Moreover, geographical information systems significantly assist the decision makers in planning, implementation, monitoring and assessing impacts.
The use of information technology and GIS has also enhanced the rationality of the decision-making process by improving data accuracy and accessibility and by facilitating the storage and analysis of large amount of information with spatial distribution that would otherwise take a long time to manage manually. The enhanced quantity and quality information has helped to accelerate municipal planning and administrative procedures and in turn promoted good governance.
The improvement in revenue collection methods is the most widely accepted area for GIS applications in ULBs in India currently. The property tax is the most important revenue source of a ULB. The application of Property Tax with GIS application demonstrates the synergies that come about by integrating the e-Gov Property with e-Gov GIS. Property mapping and monitoring of property tax collection using GIS has been a matter of high visibility in the country due to the positive impact it had on the tax collection efficiency in some of the cities post implementation.
National Land Records Modernization Programme (NLRMP)
Future Outlook of NLRMP
GIS in Defence
GIS Applications in Urban Planning & Development
Among all the sectors that employ GIS systems, urban planning is the most significant user of GIS and remote sensing techniques. GIS has been effective decision-making and planning tool in the area of Urban Planning & Development. Applications such as per capital analysis, road network monitoring, health and sanitation improvement,
The improvement of operational efficiency also consists of a wide number of applications. With the urban population burgeoning due to the large-scale migration from rural areas, the scope and complexity of the ULBs' functions is growing rapidly. On the basis of these factors, potential application areas for GIS in urban development are:
GIS applications in Agriculture
The usage of GIS in agriculture facilitates a rich database for managing risks and in accelerating the agricultural growth process. Moreover, the recent efforts to improve and harness latest remote sensing and information technology techniques to capture, collate, add value and disseminate data into appropriate destinations have drastically helped in inferring vital points that were earlier missed.
The advent of GIS technology in agriculture can be dated back to the early 1980s, when the Department of Space, India initiated the use of remote sensing for land, wasteland, and hill area development. Later in early 1990s, ITC, a private company, proliferated the use of remote sensing for crop acreage estimation. Today, remote sensing and GIS applications are an integral part of numerous projects related to natural resource management, undertaken by the Indian Government.
GIS Applications in Forestry
GIS Applications in forestry have resulted in excellent results in decision-making at the field level. Moreover, the rudimentary method which was dependent on the paper maps has been replaced by the digital mapping method, bringing about a revolutionary change in the monitoring and management of the forests.
GIS in Oil and Gas
Regulatory compliance demands that oil and gas companies maintain detailed data about their complex oil and gas pipeline infrastructures and reserves. For the proper functioning of the company and found reserves, an initial identification of certain geographic, infrastructural, business and environmental factors about the area in question is necessary. Innovative GIS Technology is thus ideally suited for the overlay analysis which can be integrated to other business or risk/economic planning in order to provide a focused business solution tool set.
GIS in Water Resources
for impaired areas, require monitoring activities which includes description and understanding of several hydrological phenomena with intrinsic spatial and temporal variations. As spatial dimensions are vital for such planning and monitoring of schemes related to water resources, GIS has become an indispensable part of almost all the organizations attached to the Ministry of Water Resources.
GIS in Power
As the population of the country increases, the need for power also increases. The electric power industries have been continuously developing power demand. The business of power can be divided into two main parts: Generation and transmission & distribution. Both these areas have special applications for GIS.
In power generation, power plants as electrical generating stations are the most important part of the power system. The site of power plant affects the amount of generated energy, power plant's productivity, cost of power generation and transmission, economical development and environmental impacts. GIS facilitates the identification and evaluation of sites and planning and managing power generation resources Moreover, it is also used for outlining environmental management programmes during construction and operation of power plants.
In power transmission and distribution, problems related to suitable sites for new transmission lines getting restricted is common because of the development of rural areas and the growing concern over
With their huge diversity and vast resources, Indian forests always posed a challenge to the forest administration. However, with the adoption of geospatial technologies for mapping and processing of the forest data, there has been substantial improvement in the way forests are managed.
GIS has been a powerful tool for developing solutions for water resources problems such as assessing water quality, understanding the natural environment, determining water availability and managing water resources on a local or regional scale.
In India, the Ministry of Water Resources (MOWR) is the nodal agency responsible for implementation of policies and programmes with respect to water resources, particularly
9 10
environmental issues. GIS helps in the analyses of the suitable areas, including optimum path finding, profile analyses, design and engineering of towers and wires, and also for cost estimation. Few other major applications of GIS in transmission and distribution include network planning and optimization, fault management, prevention of pilferage of power etc.
The main advantage of adopting GIS applications to both the sections of business is that the approval and decision-making process gets faster. In India, these are usually referred to as the bottlenecks as far as power generation projects are concerned.
Restructured Accelerated Power Development and Reforms Programme
The Restructured Accelerated Power Development and Reform Programme (RAPDRP) programme, is a major initiative of the Government of India for reducing aggregate technical and commercial losses in the power distribution sector.
One more important component that R-APDRP is targeting is proper energy auditing and accounting with extensive use of information technology. Power Finance Corporation (PFC) is the nodal agency for R-APDRP. The agency has prepared a list of IT consultants and implementing agencies which are supposed to be appointed by the State electricity utilities through bidding from the panel. The states of Karnataka, Rajasthan, Punjab, Jharkhand, Maharashtra and Andhra Pradesh have already initiated the process. For this, the Government of India grant for Part A is budgeted at Rs 100 billion. It is, therefore, expected that GIS would be the base for all IT-related activities.
GIS in Telecom
technology allows these companies to enhance a variety of applications such as engineering application, customer relationship management, workforce management and location based services, helping them in creating a competitive advantage by optimizing installation, maintenance and tracking their network assets.
GIS in City Gas Distribution
Gas distribution system consists of many small segments of various diameter pipes joined by various types of fittings and gas control components placed at regular lengths of network. These pipes usually run up on one street and down on next, thus forming complex loops. It is for this reason that it is imperative to manage the inventory of gas distribution assets. Information such as details of gas leak locations, impact of environment on system's assets, part of the system to be repaired or replaced, assets impacting other utilities, working condition of underground electric systems etc. are extremely important from gas distribution and management point of view.
Geographical Information system plays a very important role in the telecom industry. Telecom companies typically operate in maze of location-specific data. GIS
RISKS & CONCERNS: The increase in the input costs like power, fuel, manpower, freight and other factors are putting pressure on sale prices and thereby affecting financial performance of the company. Costly equipments & constantly upgrading technology reduces margins. Threat of increased competition, reduced margins and market trend for giving more period of credit to the customers are the main concerns to the industry.
INTERNAL CONTROL SYSTEMS AND ADEQUACY: The Company has adequate system of internal control implemented by the management towards achieving
l Efficiency in operations of the plant.
l Transparency and accuracy of financial reporting.
l Compliance with status and regulations.
The company has budgetary control systems and yearly budgets are prepared for each area of operation and it is compared with actual performance. The reasons for deviations are analyzed and appropriate actions are taken to rectify the deviations.
Internal audit program covers all areas of activities and reports are submitted to the management along with response from the concerned department / personnel for better and adequate control. These reports along with financial reports are placed before the audit committee for their review.
The company has well defined organization structure, authority levels and internal rules and guidelines for conducting business transactions.
HUMAN RESOURCES: Human resource is drawn from diverse academic backgrounds with emphasis on recruiting personnel with formal experience that matches the job profile. The company adopts progressive measures to motivate its employees to extract best performance and long-term commitment to the
company. To keep abreast with changing environment and new skills the employees are provided regular training in their respective fields of work.
CAUTIONARY STATEMENT: Some of the statements made above are stated are required by applicable regulations. While they are based on the date available and bona fide judgment of the management, the actual result may be affected by various factors which may be different from what your management envisages in terms of future performance and outlook since the company's operations are influenced by many external and internal factors beyond the control of the Company.
CORPORATE GOVERNANCE REPORT
INTRODUCTION
Corporate Governance is the combination of voluntary practices and compliance with laws and regulations leading to effective control and management of an organisation. Good corporate governance leads to long term shareholder value and enhances interest of other stakeholders. It brings into focus the fiduciary and trusteeship role of the Board to align and direct the actions of an organization towards creating wealth and shareholder value.
Above all else, corporate governance must balance individual interest with corporate goals and operate within accepted norms of propriety, equity, fair, play and sense of justice.
The detailed report on implementation by the Company, of the Corporate Governance Code as enshrined in Clause 49 of the Listing Agreements with the Stock Exchanges, is set out below:
1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE
A strong governance process is integral to business success. For an important reason: a broad-based governance initiative harmonizes the interests of all stakeholders.
The company places emphasis on integrity of internal control systems and accountability and total compliance with all statutory and/or regulatory requirements.
2. BOARD OF DIRECTORS
(i) The composition of Boards of Directors, their attendance at the Board Meetings during the year, at the last Annual General Meeting and the numbers of other Directorship are as follows:
7 7 Promoter/NI/EXE
7
7 7
4 Shri Chirag J. Soni - NI/EXE 7 7 Yes -
5 Shri Arup Ranjan Dasgupta - I/NE 7 6 No -
6 Shri Pankaj A. Mudholkar - I/NE 7 6 No 1
7 Shri Surendra Khemka - I/NE 1 1 No 2
(ii) Date & Numbers Of Board Meetings Held: -th th During the year 2009-2010, Seven Board Meetings were held, they were on 20 April 2009, 27
th st th thJuly 2009, 30 October 2009, 01 December 2009, 30 January 2010, 26 February 2010 and nd22 March 2010.
Sr. Director & Category * No. of Board No. of Board Attended No. of otherNo. Meetings Meetings last Director
Held Attended AGM Ships
1 Shri Ramesh K. Sojitra Yes -Managing Director
2 Shri Dinesh J. Shah - I/NE 6 No -
3 Shri Kanti V. Ladani - I/NE Yes 2
* I - Independent NI - Non Independent NE - Non-Executive EXE - Executive
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iii) Functioning of Board
The Following informations are submitted to Board of Directors
Quarterly result of the Company including Operating Statements
Minutes of meetings of audit committee and other committees of the Board as also resolutions passed by circulations, if any.
The information on recruitment and remuneration of senior officials.
Details of any Joint Ventures, acquisition of company or Contract etc.
Internal audit findings (through Audit Committee)
Non Compliance of any regulatory, statutory or listing requirements and shareholders services, delay in share transfers etc.
(iv) The Company has adopted Codes of Ethical Conduct for (a) Directors and Senior Management personnel and (b) Executive Directors and Employee of the Company. The Managing Director of the Company has given a declaration to the effect that all the Directors and Senior Management personnel of the Company have given their affirmation of compliance with the Code.
The Board of Directors in routinely provided with all the information's under the above referred heads, whenever applicable and materially significant. These are submitted and discussed either as a part agenda papers or are on table in the course of the Board Meeting.
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(v) Appointment/Re-appointment of Directors
The information on Directors recommended for appointment / re-appointment at the ensuing Annual General Meeting as required under Clause 49 of the Listing Agreement is as under:Mr. Ramesh K. Sojitra, Managing DirectorMr. Ramesh K. Sojitra, aged 46 years, is the Managing Director of the Company since 07-02-1992. He has been Director since incorporation of the Company i.e. February 7, 1992. He is a Commerce graduate having over 23 years of wide experience and expertise in the field of Pre-press industry. He is Secretary of the Sarasvati Nadi Sodh Sansthan, Gujarat. He is a Chairman of the Shareholders'/Investors' Grievances Committee of Directors of the Company. Mr. Ramesh K. Sojitra holds 312,420 equity shares in the Company as on 31-03-2010.The Directors consider that the reappointment of Mr. Ramesh K. Sojitra as Managing Director will better serve the interests of the Company. Shri Arup Ranjan Dasgupta, Additional DirectorShri Arup Ranjan Dasgupta, aged 65 years has been appointed as Additional Director of the Board of the Company since 31-07-2007. He retires by rotation in the ensuing Annual General Meeting and is eligible for re-appointment.He is Bsc (honours) and is Master of Engineering presently servicing in honorary capacity as a Distinguished Professor with the Bhaskaracharya Institute of Space Application and Geoinformatics. He is also honorary adviser to the GIS Development Pvt. Ltd. Noida since July, 2006. He is a member of Remuneration Committee of the Company, he does not hold shares of the Company.Shri Dinesh J. Shah, Independent Director Shri Dinesh J. Shah aged 55 years has been a Member of the Board of the Company since 13-08-1994. He retires by rotation in the ensuing Annual General Meeting and is eligible for re-appointment.He is a Chartered Accountant. He has got rich experience of 22 years.He is a Chairman of Audit Committee of the Company he does not hold shares of the Company.Shri Surendra Khemka, DirectorShri Surendra Khemka, aged 55 years has been appointed as Director of the Board of the Company since 16-03-2010. He retires by rotation in the ensuing Annual General Meeting and is eligible for re-appointment.He is a senior Chartered Accountant, Cost Accountant and Company Secretary with more than 25 years of leadership experience in Capital Structuring, Fund Raisings working capital management within turnaround and rapid change environments. He is a combination of team leadership, strategic planning, business development skills, Excellent Inter-personal skills and good negotiation skills. He has experience in lead managing the Accounts, Finance, Taxation, Treasury, Legal and Secretarial.
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3. AUDIT COMMITTEE
2. Shri Kanti Ladani Member3. Shri Pankaj A. Mudholkar Member Non-Executive Director
4. REMUNERATION COMMITTEE
Pankaj A. Mudholkar2. Shri A R Dasgupta Member Non-Executive Director3.
Remuneration of Directors:
Ramesh K. Sojitra 11,07,293/- NILShri Chirag J. Soni 9,48,696/- NILShri Dinesh J. Shah NIL NILShri Kanti V. Ladani NIL NILShri Arup Ranjan Dasgupta NIL NILShri Pankaj A. Mudholkar NIL NILShri Surendra Khemka NIL NIL
Share of the company held by Non-Executive Director: Shri Kanti V. Ladani holds 290000 shares.
The Company has been having a structured system of reviewing Shareholder's/Investors' complaints. The terms of reference role & powers of the Committee are as laid down under the listing agreement. A Committee of Directors designated as “Shareholders'/Investors' grievances Committee” is constituted to review the status of investors of grievances and effective redressed of the complaints of the
The Audit Committee has been mandated with the terms of reference as specified in the revised Clause 49 of the Listing Agreement and enumerated in Section 292A of the Companies Act, 1956, which covers all the aspects stipulated by the SEBI Guidelines.
Sr. No. Name of Members Designation Category
1. Shri Dinesh J. Shah Chairman Non-Executive DirectorNon-Executive Director
All the members attended Audit Committee meetings which were held during the financial year th st th th2009-2010, on 20 April 2009, 27 July 2009, 30 October 2009, and 30 January 2010.
Company has constituted a remuneration committee comprising of three Directors of as per the details given below.
Sr. No. Name of Members Designation Category
1. Shri Chairman Non-Executive Director
Shri Kanti Ladani Member Non-Executive Director
The terms of reference, role & powers of the committee are as laid down under the listing agreement.
The remuneration policy is directed towards rewarding performance, based on review of achievements on a periodical basis. The remuneration policy is in consonance with the exiting industry practice.
th th The meeting of the remuneration committee were held on 30 June, 2009 and 30 January, 2010. All the members of the committee attended the meetings.
The details of remuneration and sitting fees paid or provided to each of the Directors during the styear ended 31 March, 2010 are given below:
Name of Director Salary* Sitting fees
Shri
*Salary includes Basic Salary, Allowances, Perquisites (including monetary value of taxable perquisites), etc.
The Non Executive Directors are not paid any remuneration.
No sitting fees paid to the Directors.
5. SHAREHOLDERS' /INVESTOR'S GRIEVANCE COMMITTEE
shareholders. The committee will also recommend steps to be taken for future improvement in the quality of service to the investors
During the year four meetings were held and during the year 9 letters/complaints were received during the year. The Board has designated Shri Kantilal V. Ladani as the Compliance Officer. All the complaints have been redressed to the satisfaction of the shareholders and there is no complaint pending relating to transfer of shares.
During the year under review one Extra Ordinary General Meeting of the members of the company was held as per details mentioned hereunder
Date Description
d) “For the purpose of giving effect to the above, the Board be authorised to determine the forms, terms, and timing of the Issue of 150 lacs Shares of Rs. 2/- each totaling into Rs. 300 lacs, pursuant to BIFR order dated 24/02/2010, sanctioning rehabilitation Scheme. Board of Directors are further authorized to do all the Act, required for listing on one or more Stock Exchanges, in India as the board in its absolute discretion deems fit and to make and accept any modifications in the proposal as may be considered necessary or as may be required by the authorities involved in such issue and to do all acts, deeds, matters, and things as may be deemed necessary and to settle any questions or difficulties that may arise in regard to the issue.
.
Sr. No. Name of Members Designation Category
1. Shri Ramesh K. Sojitra Chairman Managing Director2. Shri Kanti V. Ladani Member Non-Executive Director3. Shri Pankaj Mudholkar Member Non-Executive Director
6. GENERAL BODY MEETINGS
Location and time for the last three Annual General Meetings (AGM):
Year Location Date Time
2006-2007 Scanpoint Geomatics Ltd. 10-09-2007 10-00 AM"Scanhouse", B/h. Town Hall, Ashram Road, Ahmedabad.
2007-2008 Same as above 22-09-2008 10-30 AM
2008-2009 Same as above 25-07-2009 10-30 AM
EXTRA ORDINARY GENERAL MEETING
EOGM Following resolution were passed in extra ordinary general meeting
22-03-2010 a) The Each fully paid Equity Share of the Company having a present face value of Rs.10/-(Rupees Ten only) each, be and they are hereby sub-divided into fully paid equity share Rs. 10/- Rs 11904000 ( One Crore Nineteen lacs four thousand only) Fully Paid Equity Shares of Face Value of Rs.2/- (Rupees Two only) each, immediately after passing of the resolution by EGM.
b) The Existing Clause V of the Memorandum of Association of the Company be substituted by the following new clause V: “The Authorised Share Capital of the Company is Rs.13,00,00,000/- (Rupees Thirteen Crores Only) divided into 6,50,00,000 (Six crores Fifty lacs only) Equity Shares of Rs.2/-(Rupees Two Only) each capable of being increased or decreased in accordance with the company's regulation and legislative provisions for the time being in force in that behalf.”
c) The Existing Article of Association of the company be substituted by the following new.“The Authorised Share Capital of the Company is Rs.13,00,00,000/- (Rupees Thirteen crores Only) divided into 6,50,00,000 (Six crores Fifty lacs only) Equity Shares of Rs.2/-(Rupees Two Only) each with the power to increase or decrease the share capital of the company.”
7. DISCLOSURES
There was no material transaction with related parties, which were in conflict with the interests of the Company.
Transaction with related parties are disclosed else where in the Annual Report.
There were no cases of non-compliance of any matter related to Capital Markets during the last three years.
There are no pecuniary relationships or transactions of Non-executive Directors vis-à-vis the Company as per Listing Agreement:
MEANS OF COMMUNICATION
The quarterly, half-yearly and annual audited financial results of the company are sent to the Stock Exchanges immediately after the Board approves them. Quarterly results are normally published in “Economics Times” all Gujarat and English editions the results are promptly furnished to the Stock Exchanges for display on their respective websites. “Management Discussion & Analysis” forms part of the Annual Report.
8. GENERAL SHAREHOLDERS' INFORMATION:
(a) Annual General MeetingthDate and Time : 30 September, 2010 at 10.30 A.M.
Venue : Registered Office :“Scanhouse”, B/h. Town Hall, Ashram Road, Ahmedabad, Gujarat, 380 006
(b) Financial Calendar (Tentative)
Financial Reporting for the quarter ending:rd thJune 30,2010 3 /4 week of July 2010rd thSeptember 30, 2010 3 /4 week of Oct 2010rd thDecember 31, 2010 3 /4 week of Jan. 2011rd thMarch 31, 2011 3 /4 week of April 2011
Annual General Meeting for the Year July, 2011Ending March 31, 2011 (Next Year)
rd th(c) Book closure : 23 September, 2010 to 30 September, 2010 (Both days inclusive)
(d) Dividend payment date : Not Applicable
(e) Stock Exchange where Equity Shares Listed and Security Codes for Company's are as followed
Bombay Stock Exchange Limited 526544
(f) Address for Correspondence for share/Debenture and related matters
Company's Secretarial Department at :“Scanhouse” B/h. Town Hall, Ashram Road, Ahmedabad 380 006.Website : scanpointgeomatics.com Email : [email protected]
Registrar & Share Transfer Agents :Sharepro Services (India) Pvt. Ltd.416-420, 4th Floor, Devnandan Mall, Opp. Sanyash Ashram, Ashram Road, Ahmedabad 380 006.Email: [email protected]
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(g) Procedure for Transfer of Shares Physical Mode
Transfer of Equity Shares in physical form are registered by the Company's Registrar and Share Transfer Agents M/s. Sharepro Services (Indai) Pvt. Ltd. If the documents are found to be in order the transfer work is completed within a period of 30 days from the date of receipt. As per SEBI guidelines, the Company offers the facility of transfer-cum-demat services to the transferees. The Equity Shares of the Company is to be traded compulsorily in demat mode
Dematerialized mode
The Company had signed agreements with both the depositories namely NSDL and CDSL. The shareholders may therefore hold Company's shares in electronic mode. The company's ISIN No.
stfor both the depositories is INE967B01028. As on 31 March 2010, 44.24% of the Company's Equity Shares have been dematerialized.
The Company has not issued any GDR's/ADR's warrants or any other convertible instruments.st(h) Distribution of shareholding as on 31 March 2010
No. of Equity No. of share % of share No. of % of shareShare held Holder Holder shares holding
Up to 500 7541 83.11 1605270 13.49501-1000 741 8.17 629630 5.29
1001-2000 331 3.65 519021 4.362001-3000 132 1.45 345998 2.913001-4000 55 0.61 200085 1.684001-5000 67 0.74 324656 2.73
5001-10000 93 1.03 716358 6.0210001-and above 113 1.24 7562982 63.52
Total 9073 100.00 11904000 100.00
st(I) Categories of Shareholders as on 31 March 2010
Category No. of share held % of shareholding
Promoters, Director, Group 4298650 36.11Companies & their Relatives Mutual Fund & Insurance 51500 0.43Private Bodies Corporate 964684 8.10NRIs/OCB's 446896 3.75Indian Public & others 6142270 51.61
Total 11904000 100.00
(j) Stock Market Data:
The Monthly High and Low quotations of share traded on the Stock Exchange,Mumbai is as follows
Month BSE High (Rs.) BSE Low (Rs.) Sensex High Sensex Low
April, 2009 5.98 3.31 11403 9902May, 2009 7.02 4.96 14625 11683June, 2009 6.20 5.14 15467 14266July, 2009 14.05 5.30 15670 13400August, 2009 30.75 14.75 15924 14785September, 2009 28.30 20.95 17127 15398October, 2009 38.00 22.10 17326 15896November, 2009 39.45 27.40 17199 15405December, 2009 49.95 38.55 17465 16601January, 2010 46.50 36.65 17701 16290February, 2010 40.95 34.20 16496 15791March, 2010 59.60 38.50 17711 16773
(k) Corporate Office Location
Scanpoint Geomatics Limited“Scanhouse”, B/h Town Hall, Ashram Road, Ahmedabad, Gujarat, Pin : 380 006.
Declaration by the Managing Director under Clause 49 of the Listing Agreements regarding compliance with Code of Business Conduct and Ethics.
In accordance with Clause 49 (ID) of the Listing Agreements with the Stock Exchanges, I hereby confirm that all the Boards Members and Senior Management Personnel of the Company have affirmed compliance with Scanpoint Geomatics Limited Code of Business Conduct and Ethics, as applicable to them, for the Financial Year ended March 31, 2010.
For, Scanpoint Geomatics Limited
Ramesh K. SojitraPlace : Ahmedabad, 31-07-2010 Managing Director
We have examined the compliance of conditions of Corporate Governance by Scanpoint Geomatics stLimited for the year ended 31 March 2010 as stipulated in clause 49 of the Listing Agreement of the said
Company with stock exchange.
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our
examination was limited to procedures and implementations thereof, adopted by the Company for
ensuring the compliance of the conditions of the corporate governance. It is neither an audit nor an
expression of opinion on the financial statements of the company.
We have conducted our review on the basis of the records and documents maintained by the Company
and furnished to us for the review, and the information and explanations given to us by the Company.
Based on such a review, in our opinion, the company has complied with the conditions of Corporate
Governance, as stipulated in Clause 49 of the said Listing Agreement.
We state that no investor grievances are pending for a period of one month against the company as per the
records maintained by the company and registrars and shares transfer agent.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE
To
The Members of Scanpoint Geomatics Limited.
For Manoj Acharya & Associates
Chartered Accountants
Manoj AcharyastDate : 31 May 2010 Partner
Place: Ahmedabad Membership No. 45714
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TO THE MEMBERS OFScanpoint Geomatics Limited.
For Manoj Acharya & AssociatesChartered Accountants
Manoj AcharyaPlace: Ahmedabad Partner
stDate : 31 May, 2010 Mem. No. 45714
1 We have audited the attached balance sheet of M/s. Scanpoint Geomatics Limited, as at 31st March 2010 and also the profit and loss account for the year ended on that date and also the cash flow statement for the year ended on that date annexed thereto. These financial statements are the responsibility of the company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor's Report) (Amendment ) Order 2004 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.
4. Further to our comments in the Annexure referred to in paragraph-3 above, we report that:(i) We have obtained all the information and explanations, which to the best of our knowledge and
belief were necessary for the purposes of our audit;(ii) In our opinion, proper books of account as required by law have been kept by the company so
far as appears from our examination of those books of the company. (iii) The balance sheet, profit and loss account and cash flow statement dealt with by this report
are in agreement with the books of account (iv) In our opinion, the balance sheet, profit and loss ,account and cash flow statement dealt with by
this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956;
(v) On the basis of written representations received from the directors, as on 31st March 2010 and taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956;
(vi) In our opinion and to the best of our information and according to the explanations given to us, the said accounts subject to,
i. No provision being made for loan and advances (Note No. 4 of schedule 16.)(vii) and read together with the Company's accounting policies and the notes give the information
required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:
(a) in the case of the balance sheet, of the state of affairs of the companyas at 31st March 2010
(b) in the case of the profit and loss account, of the profit for the year ended on that date; and
(c) in the case of the cash flow statement, of the cash flows for the year ended on that date.
AUDITORS REPORT
Annexure Referred to in paragraph 3 of our Auditor's Report of even date on the financial ststatements for the year ended 31 March, 2010.
On the basis of such checks as we considered appropriate and in terms of the information and explanation given to us we state that:
(i) (a) The company has maintained proper record's showing full particulars including quantitative details and situation of fixed assets.
(b) According to the information and explanations given to us, the fixed assets are physically verified by the management according to a regular programme of verification which is once in three years. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge and as represented to us by the management, no material discrepancies were noticed in respect of assets verified during the year.
(c) The company has disposed off Fixed Assets worth Rs. 109,615/- during the year and amount being nominal does not affect going concern status of the company.
(d) The company has done revaluation of the Land by the company due to which the land value has increased from original cost of Rs. 64.41 lacs to Rs. 708.84 lacs. The valuation is based on Government registered valuer report dated 29/03/2010.
(ii) (a) As explained to us, the inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.
(c) On the basis of our examination of the records, the company is maintaining proper records of inventory. The discrepancies noticed on verification between the physical stocks and the book records were not material and the same have been properly dealt with in the books of accounts.
(iii) (a) According to the information and explanations given to us, the Company has not granted any loan, secured of unsecured, to companies, firms or other parties listed in the register maintained under section 301 of companies Act, 1956.
(b) The Company has taken interest free unsecured loan from one company listed in the register maintained under Section 301 of the Companies Act, 1956. The balance outstanding on account of this loan as at the end of the year was Rs. 255.75 lacs and the maximum balance outstanding during the year was 334.25 lacs
(c) The rate of interest and other terms and conditions of loans (which is interest free) taken by the Company, secured or unsecured, are prima facie not prejudicial to the interest of the Company.
(d) Since the loans taken from the party are repayable on demand, question of regularity of repayment of principal amount does not arise.
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business with regard to purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.
(v) (a) According to the information and explanations given to us, we are of the opinion that the transactions that need to be entered into the register maintained under section; 301 of the Companies Act, 1956 have been so entered. ,
(b) In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of any party during the year have been made at prices which are reasonable having regard to prevailing market prices at the relevant time.
ANNEXURE TO THE AUDITORS REPORT
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(vi) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the meaning of section 58A & 58AA of the Companies Act, 1956 and the rules framed there under.
(vii) In our opinion; the company has an internal audit system commensurate with the size and nature of its business.
(viii) According to the information and explanations given to us, the Central Government has not prescribed maintenance of cost records under section 209(1) (d) of the Companies Act, 1956 for the products of the company.
(ix) (a) According to the information and explanations given to us and the records of the company examined by us, in our opinion, the company is regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees' state insurance, income tax, sales tax, wealth tax, excise duty, cess and other statutory dues applicable to it.
(b) According to the information and explanations given to us, there are no other excise duty and cess were in arrears, as at for a period of more than six months from the date they became payable.
(c) According to the information and explanation given to us, there are no dues of sales tax, income tax, wealth tax, excise duty and cess which have not been deposited on account of any dispute.
(x) In our opinion there are no accumulated losses of the company as on 31/03/2010. The company has not incurred cash losses during the financial year 2009-2010 covered by our audit. However the company has incurred cash losses of Rs. 80.53 lacs (including interest payable to Banks, Institutions and others of Rs. 7.49 lacs) during the immediately preceding financial year 2008-2009.
(xi) In our opinion and according to the information and explanations given to us, the company has not defaulted in repayment of dues to financial institutions during the financial year under audit.
(xii) As explained to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.
(xiii) In our opinion, and according to the information and explanations given to us, the nature of activities of the company does not attract any special statute applicable to chit fund and nidhi/ mutual benefit funds/ societies.
(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.
(xv) According to the information and explanations given to us, the company has given a bank guarantee of Rs. 13.00 crores for loan taken by other corporate company from State Bank of India, the terms and conditions whereof, in our opinion, are not prima facie prejudicial to the interest of the Company.
(xvi) The company has not obtained any term loans during the year.
(xvii) According to the information and explanations given to us and on an overall examination of the balance sheet of the company, we report that the no funds raised on short-term basis have been used for long-term investment and vice versa.
(xviii) The company has not made any issue of shares during the year.
(xix) The Company has not issued debenture during the year.
(xx) The Company has not made any public issue during the year.
(xxi) According to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the course of our audit.
For Manoj Acharya & AssociatesChartered Accountants
Manoj AcharyaPlace : Ahmedabad Partner
stDate : 31 May, 2010 45714
Balance Sheet as at 31st March, 2010
As at As at31-03-2010 31-03-2009
Schedule Rupees Rupees Rupees
SOURCES OF FUNDSShareholders’ FundsShare Capital 1 23,808,000 119,022,000Share Application Money 30,520,000 -
Reserves and Surplus 2 53,802,946 1,163,292
108,130,946 120,185,292
Loan FundsSecured Loans 3 - 500,000Unsecured Loans 4 25,575,100 26,235,100
25,575,100 26,735,100
133,706,046 146,920,392
APPLICATION OF FUNDSFixed AssetsGross Block 5 126,060,002 44,912,390Less: Depreciation 20,166,678 17,927,164
Net Block 105,893,324 26,985,226
Current Assets, Loans and AdvancesInventories 6 19,637,059 -Sundry Debtors 7 9,703,541 8,433,703Cash and Bank balance 8 458,667 332,188Loans and Advances 9 7,205,614 8,438,452
37,004,881 17,204,343Less: Current Liabilities & Provisions 10 9,192,159 36,767,759
Net Current Assets 27,812,722 (19,563,416)Profit & Loss Accounts - 139,498,582
133,706,046 146,920,392
Notes of Accounts 16
As per our attached report of even date
For, Manoj Acharya & AssociatesChartered Accountant
Manoj Acharya Kanti V. Ladani Ramesh K. SojitraPartner Director Chairman & Managing Director
Ahmedabad, 31st May, 2010 Ahmedabad, 31st May, 2010
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Profit and Loss Accounts for the year ended on 31st March, 2010
As at As at31-03-2010 31-03-2009
Schedule Rupees Rupees
INCOME
Sales - 17,652,229 10,707,068
Other Income - 293,180 615,877
17,945,409 11,322,945
EXPENDITURE
(Increase)/Decrease in stock in trade and work in progress - (19,496,962) -
Raw Materials Consumed 11 4,220,964 1,297,389
Payment to and Provisions for employees 12 16,919,797 9,588,873
Other Manufacturing Expenses 13 2,006,293 3,121,358
Administrative, Selling and Other Expenses 14 9,650,545 4,562,355
Interest 15 301,373 748,963
Depreciation - 2,291,421 1,690,847
15,893,431 21,009,785
Profit/(Loss) for the Year 2,051,978 (9,686,840)
Exceptional items - Excess/(Short) Provision 30,411,657 -
Profit/(Loss) before Tax for the Year 32,463,635 (9,686,840)
Lees: Fringe Benefit Tax - 57,184Trf. From Capital Restructure Accounts 139,498,582 -
Profit/(Loss) after tax 171,962,217 (9,744,024)
Add: Balance Brought Forward (139,498,582) (129,754,558)
Profit/(Loss) carried to Balance Sheet 32,463,635 (139,498,582)
Before exceptional items and capital restructure account 0.17 (0.81)
After exceptional items and capital restructure account 14.45 (0.82)
Note on Accounts 16
As per our attached report of even date
For, Manoj Acharya & AssociatesChartered Accountant
Manoj Acharya Kanti V. Ladani Ramesh K. SojitraPartner Director Chairman & Managing Director
Ahmedabad, 31st May, 2010 Ahmedabad, 31st May 2010
SCHEDULES ANNEXED TO AND FORMING PART OF BALANCE SHEET
As at As at31-03-2010 31-03-2009
Rupees Rupees
SCHEDULE 1: SHARE CAPITAL
Authorised
65000000 Equity Share of Rs. 2/- each 130,000,000 130,000,000
130,000,000 130,000,000
Issued, Subscribed and paid-up
11904000 Equity shares of Rs. 2/- each 23,808,000 119,040,000
payment being received in cash
Less: Calls in arrears (Other than Directors) - 18,000
23,808,000 119,022,000
SCHEDULE 2: RESERVES AND SURPLUS
General Reserve 1,163,292 1,163,292
Capital Reserve 20,176,019 -
From Profit & Loss Accounts 32,463,635 -
53,802,946 1,163,292
SCHEDULE 3:SECURED LOANS
From Others
Secured by hypothecation of specific assets purchased under respective Hire Purchase Agreements. - 500,000
- 500,000
SCHEDULE 4: UNSECURED LOANS
From Companies (Karnavati Infrastructure Projects Ltd.) 25,575,100 26,235,100
25,575,100 26,235,100
23 24
SCHEDULES ANNEXED TO AND FORMING PART OF BALANCE SHEET
As at As at31-03-2010 31-03-2009
Rupees Rupees
SCHEDULE 6: INVENTORIES
(As taken, valued and certified by the Management)Stock in trade:Raw Materials 140,097 -
Increase/Decrease in stock in trade and work in progress 19,496,962 -
19,637,059 -
SCHEDULE 7:SUNDRY DEBTORS (Unsecured)
Debts outstanding for a period exceeding six months:- Considered Doubtful - -
- Considered Good 3,558,462 8,164,026
3,558,462 8,164,026
Provision for Doubtful Debts - -
3,558,462 8,164,026
Others
Considered Good 6,145,079 269,677
9,703,541 8,433,703
SCHEDULE 8: CASH AND BANK BALANCES
Cash Balance on Hand 253,594 181,794
Bank Balance with schedule banks
In Current Accounts 205,073 150,394
458,667 332,188
SCHEDULE 9: LOANS AND ADVANCES (Unsecured)
(Refer Note No. 3 and 4 in Schedule 16)Loans 3,400,000 5,400,000
Advances (Recoverable in cash or in kind or for value to be received) 737,114 798,328
Deposits 3,068,500 2,240,124
7,205,614 8,438,452
25 26
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Rupees Rupees
SCHEDULE 10:CURRENT LIABILITIES & PROVISIONS
Current LiabilitiesSundry CreditorsDue to Small Scale Industrial Undertakings - -Due to Other than Small Scale Industrial Undertakings 5,801,103 1,985,102Other Liabilities 1,565,826 31,434,932Advances from Customers - 2,075,000
Duty & Taxes 247,175 -
7,614,104 35,495,034Provisions :
Provision for Gratuity 1,578,055 1,272,725
9,192,159 36,767,759
SCHEDULE ANNEXED TO AND FORMING PART OF PROFIT & LOSS ACCOUNT
SCHEDULE 11 : RAW MATERIAL CONSUMED
Opening Stock - 145,487Add : Purchase 4,361,061 1,151,902
4,361,061 1,297,389 Less : Closing Stock 140,097
Consumption 4,220,964 1,297,389
SCHEDULE 12 : PAYMENT TO AND PROVISIONS FOR EMPLOYEES
Salaries and Allowances 15,767,849 8,824,274Provision of Gratuity 305,330 216,470Contribution to Provident Fund 66,289 64,611Staff Welfare Expenses 780,329 483,518
16,919,797 9,588,873
SCHEDULE 13 : OTHER MANUFACTURING EXPENSES
Jobwork Charges 12,609 1,223,425Stores, Spares & Expenses 1,220,026 248,487Electricity Expenses 628,417 520,983Repairs to :
Machinery 47,670 36,771Building - 731,633Others 97,571 360,059
145,241 1,128,463
2,006,293 3,121,358
SCHEDULES ANNEXED TO AND FORMING PART OF PROFIT & LOSS ACCOUNT
As at As at31-03-2010 31-03-2009
Rupees Rupees
SCHEDULE 14 : ADMINISTRATIVE, SELLING AND OTHER EXPENSES
Audit Fees 50,000 38,605
Tax Audit fees 15,000 9,651
Legal & Professional Fees 1,861,421 1,762,481
General Charges 2,781,056 980,719
Insurance 66,134 20,133
Printing, Stationery, Postage and telephone Expenses 1,302,532 599,253
Rent, Rates and Taxes 426,818 164,669
Traveling and Conveyance Expenses 2,608,876 986,844
Loss on Sales of Assets 43,708
Donation 495,000
9,650,545 4,562,355
SCHEDULE 15 : INTEREST
On Bank Loans - -Other 301,373 748,963
301,373 748,963
SCHEDULE FORMING PART OF THE ACCOUNT
SCHEDULE -16 : NOTES ON ACCOUNTS
1. Significant Accounting Policies
Depreciation on fixed assets is provided on straight-line method at the rates and in the manner specified in Schedule XIV to the Companies Act, 1956. Depreciation on additions / deductions to fixed assets is being provided on pro-rata basis from / to the date of acquisition / disposal.
i. Basis of Preparation of Financial Statements
The financial statements are prepared under the historical cost convention, in accordance with the generally accepted accounting principles and the provisions of the Companies Act, 1956 as adopted consistently by the Company, unless, specifically mentioned otherwise.
ii. Method of Accounting
The Company follows mercantile system of accounting and recognizes Income and Expenditure on accrual basis.
iii. Fixed Assets
Fixed Assets are valued at cost. They are stated at cost of acquisition less accumulated depreciation.
iv. Depreciation
v. Investments
Investments, if any are stated at cost.
vi. Inventories
Raw Material is valued at cost on FIFO basis, or market value whichever is lower.
27 28
vii. Sales
Sales are net of discounts and claims allowed to customers.
viii. Foreign Currency Transactions
Transactions denominated in foreign currencies are normally recorded at the exchange rate prevailing at the time of the transaction.
ix. Employee Retirement Benefits
a. Company's contribution to Provident Fund and other Funds during the year is charged to Profit and Loss Account.
b. The present liability for gratuity payable to employees in accordance with Payment of Gratuity Act, 1972 has been provided during the year.
c. The Company does not have any policy for leave encashment benefit on retirement.
x. Amortisation of Goodwill
With effect from the year 1996-97, the Company has discontinued the practice of writing off 10% of the amount of Goodwill annually.
2. Contingent Liabilities not provided for:
Corporate Bank Guarantee of Rs. 13.00 Crores given to Bank for loan taken by Shreejikrupa Buildcon Ltd.
3. Balance of Sundry Debtors, Loans and Advances recoverable in cash or kind, Deposits and Sundry Creditors are subject to confirmations, reconciliation and adjustments if any.
4. Loans and advances include Rs. 34,00,000/- (Previous Year 54,00,000/-) considered as doubtful for which no provision has been made, as the Management is confident of its recovery owing to sincere efforts being made.
5. Auditors Remuneration:
7.
8. In the opinion of the Board, the Current Assets, Loans and advances have a value on realisation in the ordinary course of business, at least equal to the amount at which they are stated in the accounts unless otherwise stated and adequate provision for all known liabilities of the Company has been made.
2009-2010 2008-2009
Audit Fees 50,000/- 38,605/-Tax Audit Fees 15,000/- 9,651/-Others Services 87,972/- 78,269/-
Total Rs. 152,972/- 126,525/-
6. Directors Remuneration:The Profit and Loss Account includes payments and provisions of remuneration to the Managing Director and Whole Time Directors as under:
2009-2010 2008-2009
Salary & Allowance 1,966,196 1,421,339Perquisites 89,793 96,072
Total Rs. 2,055,989 1,517,411
In view of current and past year accumulated losses, and company being registered with BIFR, the provision for Taxation for the current year and provision for deferred tax liability and deferred tax assets has not been assessed and provided during the year. The company has not recognized deferred tax in accordance with the requirements of Accounting Standard -22 Accounting for Taxes on Income, issued by The Institute of Chartered Accountants of India.
9. Security for Loans :- The Company has given Corporate Bank guarantee to State Bank of India, Rajkot, of Rs. 13.00 crores, for loan taken by Shreejikrupa Buildcon Ltd. The above bank guarantee is secured by way of First Charge on immovable property in the nature of Land and Building situated at Ahmedabad of the Company.
10. The Company is in process of compiling information in respect of status of supplier falling under the category of micro, small and medium enterprise. In absence of necessary data, outstanding amounts as well as overdue amount if any of the year end together with interest paid/payable has not been given.
11.
Particulars IT/GIS Work Pre-Press Work Total Consolidated
Period ended Period ended Period ended
31/3/2010 31/3/2009 31/3/2010 31/3/2009 31/3/2010 31/03/2009
Revenue 117.34 - 59.18 107.07 176.52 107.07
Segment result 32.01 - (8.48) (89.38) 23.53 (89.38)
Operating Profit/(Loss) 32.01 - (8.48) (89.38) 23.53 (89.38)
Interest Expense - - - - 3.01 7.49
Net Profit/(Loss) - - - - 20.52 (96.87)
Other Information
Segment Assets 384.20 - 166.29 441.90 550.49 441.90
Unallocated Assets - - - - 879.99 -
Total Assets 384.20 - 166.29 441.90 1430.48 441.90
Segment Liability 322.22 - 26.95 635.03 349.17 635.03
Unallocated Liabilities - - - - - -
Total Liabilities - - - 635.03 349.17 635.03
Capital Employed - - - (193.13) 1081.31 (193.13)(Segments Assets Liability)
Segmental Reporting:
Primary Segment Reporting (by business segment)
(i) The company has identified Business Segment as the Primary Segment. Segments have been identified taking into accounts the nature of the products, differing risks and return organizational structure and internal reporting system.
(ii) Composition of the business segment:
Name of the Segments Companies of :
a) Information Technology & GIS Work
b) Pre-Press Work
(iii) Information about Primary Segment are as follows:
Previous year figures are not comparable with current year since this is the first of segment reporting. Previous year there was only one business segment namely prepress work.
Segment Revenue Segment Results, Segments Assets and Segment Liabilities including the respective amounts identifiable to each of the Segments also amounts allocated on a reasonable (estimated) basis, if any.
12. A) During the period, the Board for Industrial Financial Reconstruction (BIFR) has sanctioned a rehabilitation scheme (“Sanctioned scheme” ) granting various reliefs and concessions to the for it's revival and for making its net-worth positive by its order dated 24/02/2010.
B) In terms of the said sanctioned scheme and as decided by the board of Directors at its meeting dated held on 22/03/2010, the company has
I) Availed the following reliefs and concessions through “Capital Restructuring Account”.
i) Reduction of 80% in existing paid up Equity share capital of Rs. 11,90,40,000/- effected by reducing the face value to Rs.2/- per share from Rs. 10/- per share.
a) Adjustment of Land revaluation reserve and capital reserve
b) The balance, in the said “Capital Restructuring Account” as on 31st march, 2010 computed as below is credited to profit and loss account:
29 30
Particulars Amount (in Rs.)Reduction in Equity Share capital 95,232,000.00Land Revaluation Reserve 64,442,601.00Transfer to capital reserve account -20,176,019.00
Total 139,496,582.00
II) Availed following reliefs by way of waiver of interest penalty and custom duty details of which is as under.
Particulars Amount (in Rs.)Waiver of DGFT Interest Accrued & Due under EPCG Scheme 24,700,938.00Custom Duty Payable 4,960,028.00P F Penalty Payable 679,147.00ESIC Penalty payable 71,544.00
Total 30,411,657.00
C) On going effect mentioned herein above, the net-worth of the company has turned positive as on 31st March, 2010.
13. Additional information pursuant to the provisions of paragraph 3 and 4 of the part II of the Schedule VI to the Companies Act, 1956 :
Item 2009-2010 2008-2009
IGiS Software, Thermal CTP Plates
License Capacity Not Applicable Not Applicable
Installed Capacity Not Applicable Not Applicable
Rupees Rupees
Sales 17,652,229 10,707,068
Opening Stock Nil Nil
Production 17,652,229 10,707,068
Closing Stock Nil Nil
The Product of the Company is such that, the quantitative details cannot be ascertained.
II. Details of Principal Items of Raw Materials consumed:
2009-2010 2008-2009
Item Unit Quantity Rupees Quantity Rupees
(a) Goods Manufactured by the Company
Plates Nos. 27915 4,213,315 52894 1,200,967
Developer &
Fixture Chemical Litres 165 7,649 815 96,422
Grand Total 4,220,964 1,297,389
III. Break up of Raw Material consumed:
2009-2010 2008-2009
% Rupees % Rupees
Imported NIL NIL NIL NILIndigenous 100 4,220,964 100 1,297,389
100 4,220,964 100 1,297,389
IV. Value of imports on CIF basis:
Rupees Rupees
Raw Material NIL NIL
I. Details of Opening Stock, Production, Closing Stock and Sales:
V. Expenditure in Foreign Currency:
2009-2010 2008-2009
Rupees Rupees
Traveling Expenses 56,183 NIL
Other matters (Raw Material) 775,321 NIL
831,504 NIL
14. Following are the related parties and transactions made with them during the year.
A. Name and Relationship of the Related parties.
1. Associated Company. Karnavati Infrastructure Projects Limited.2. Key Management Personnel along with their relatives have significant influence.
a. Key Management personnel. Shri Ramesh K. Sojitra.Shri Chirag J. Soni
B. Transactions with the related parties during the year.
(Rs. In Lacs)
Transactions with Key Management Enterprise/Related Parties Personnel Firms
Director Remuneration 20.56
Outstanding Balance :
Unsecured Loans 255.7515. Earning per Share (EPS) computed in accordance with Accounting Standard 20 are as under.
Particular Year ended on Year ended on 31/03/2010 31/03/2009
Net profit/(Loss) attributable to shareholder (In Rs.)
a) before exceptional items and Capital restructure account 2,051,973 (9,686,840)
b) after exceptional items and Capital restructure account 171,962,217 (9,744,024)
Weight average number of equity share in issue (In No.) 11904000 11902200
Basic earning per share of Rs. 2/- each (in Rs.)
a) before exceptional items and Capital restructure account 0.17 (0.81)
b) after exceptional items and Capital restructure account 14.45 (0.82)
The Company does not have any outstanding dilitutive potential equity share. Consequently the basic and dilitutive earning per share of the Company remain same.
16. The figures in respect of previous year have been regrouped/rearranged wherever necessary to confirm to this year's classification.
Signatures to Schedules 1 to 16
In terms of our report of even date attached
For Manoj Acharya & AssociatesChartered Accountants
Manoj Acharya Ramesh K. SojitraPartner Director Managing DirectorAhmedabad, 31st May 2010 Ahmedabad, 31st May 2010
Kanti V. Ladani
31 32
CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2010
31st March 2010 31st March 2009
A. Cash Flow from Operating ActivitiesNet Profit/(Loss) before Tax and Extra ordinary items 2,051,978 (9,686,840)Adjustments for:Add:Depreciation 2,291,421 1,690,847Interest Paid 301,373 748,963Loss on sale of Investment -Loss on sale of assets 43,708 -Excess/ (Short) Provision for the earlier years - -Less:Interest Received 100,701 62,590Old Creditors W/off. 192,479 -Exceptional itemes -Excess/short provision - -Capital restructure account - -
Operating Profit/(Loss) before Working Capital Changes 4,395,300 (7,309,620)Adjustments for:Other Current Assets (20,906,897) 4,316,727Current Liabilities & Provisions 3,046,536 970,601Cash Generated from Operation (13,465,061) (2,022,292)Excess/ (Short) Provision of earlier years - -Prior Period Expenses - -
Cash Flow after Extraordinary items (13,465,061) (2,022,292)B. Cash Flow from Investing Activities
Loans and Advances 1,232,838 669,338Sale of Fixed Assets 14000 -Sale of Investments - -Less:Purchases of Fixed Assets 16,814,626 2,412,933Net Cash used in Investing Activities (15,567,788) (1,743,595)
C. Cash Flow from Financing ActivitiesInterest Received 100,701 62,590Proceeds of Term Loan (1,160,000) 3,432,200Proceeds from share appli. money received 30,520,000Less:Interest paid and written back 301,373 748,963Net Cash used in Financing Activities 29,159,328 2,745,827Net Increase in Cash and Cash Equivalents 126,479 (1,020,060)Cash and Cash Equivalent as at 31-3-2009 332,188 1,352,248
Cash and Cash Equivalent as at 31-3-2010 458,667 332,188Notes :1. The above cash flow statement has been prepared by using the indirect method as per Accounting
Standard - 3 “Cash flow statement” issued by the Institute of Chartered Accountants of India.2. Previous year’s figure has been regrouped/rearranged wherever necessary to conform to current
year’s classification.
As per our attached report of even date
For Manoj Acharya & Associates For and on behalf of the BoardChartered Accountants
Manoj Acharya Ramesh K. Sojitra
Partner Director Chairman & Managing DirectorAhmedabad, 31st May, 2010 Ahmedabad, 31st May, 2010
Kanti V. Ladani
3433
BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
(Pursuant to Part III of Schedule VI of the Companies Act, 1956)
I. REGISTRATION DETAILS
Registration No. L22219GJ1992PLC017073State Code 04
II. CAPITAL RAISED DURING THE YEAR (AMOUNT IN RS. THOUSANDS)
Public Issue -Rights Issue -Bonus Issue -Private Placement -
III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (AMOUNT IN RS. THOUSANDS)
Total Liabilities 133,706Total Assets 133,706SOURCES OF FUNDSPaid up Capital 23,808Reserves and Surplus 53,803Share Application Money 30,520Unsecured Loans 25,575
APPLICATION OF FUNDSNet Fixed Assets 105,893Investments -Net Current Assets 27,813Misc. Expenditure -Accumulated Losses -
IV. PERFORMANCE OF COMPANY (AMOUNT IN RS. THOUSANDS)
Turnover 17,945Total Expenditure 15,893Profit/(Loss) Before Tax & Provision 32,464Profit After Tax 171,962Earning per Share in Rs. 0.17Dividend @ % -
V. GENERIC NAMES OF PRINCIPAL PRODUCTS/ SERVICES OF THE COMPANY
(AS PER MONETARY TERMS)
Product Description : i. Graphic Designing, artwork and four colour separation processing
ii. Activities relating to GIS technology including Software Developing
As per our attached report of even date
For and on behalf of the Board
Ramesh K. SojitraDirector Chairman & Managing Director
Ahmedabad, 31st May, 2010
Kanti V. Ladani
SCANPOINT GEOMATICS LIMITED
Regd. Office : “Scanhouse”, B/h. Town Hall, Ashram Road, Ahmedabad-380 006.
18th Annual General Meeting
Attendance Slip
Please complete this attendance slip and hand it over at the entrance of the meeting hall.
Name of the Member (in Block Letters) .......................................................................................................
Name of Proxy, if any (in Block Letters) .......................................................................................................
No. of Shares held ......................................................................................................................................
I hereby record my presence at the 18th Annual General Meeting of the Company on Thursday, 30th September 2010 at 10.30 a.m. at “Scanhouse” B/h. Town Hall, Ashram Road, Ahmedabad-380 006.
SIGNATURE OF THE MEMBER / PROXY ................................................................................................
NOTE : Members / Proxy holders are requested to bring this Attendance slip duly filled in and signed with them when they come to the meeting and hand it over at the entrance of the Meeting Hall.
No attendance slip will be issued at the time of meeting.
*Applicable for Investors holding shares in electronics form
SCANPOINT GEOMATICS LIMITEDRegd. Office : “Scanhouse”, B/h. Town Hall, Ashram Road, Ahmedabad-380 006.
18th Annual General Meeting
Proxy
I/We ...........................................................................................................................................................
of .............................................................. being a member(s) of SCANPOINT GEOMATICS LIMITED
hereby appoint ..........................................................................................................................................
of ...............................................................................................................................................................
or failing him/her .........................................................................................................................................
of ................................................................................................................................................................
as my/our Proxy to vote for me/us and on my/our behalf at the 18th Annual General Meeting of the Company to be held on Thursday, the 30th September, 2010 at 10.30 a.m. and at any adjournment thereof.
Signed this ......................... day of ............................................................................. 2010 .......................
Regd. Folio No. ..........................................
Note. 1. The Proxy need not be a member.2. The Proxy must be returned so as to reach the Registered Office of the Company not less then
48 hours before the time for holding the aforesaid meeting.
*Applicable for Investors holding shares in electronics form
DP. ID*
Client IDFolio No.
DP. ID*
Client IDFolio No.
AffixRevenue
stame
