Stampede Capital Ltd.
|BSE: 531723||Sector: Financials|
|NSE: STAMPEDE||ISIN Code: INE224E01028|
|BSE LIVE 19:25 | 19 Oct||7.17||
|NSE 19:45 | 19 Oct||7.05||
|Mkt Cap.(Rs cr)||164|
|Mkt Cap.(Rs cr)||164.19|
Stampede Capital Ltd. (STAMPEDE) - Director Report
Company director report
THE MEMBERS OF STAMPEDE CAPITAL LIMITED
Your Directors have pleasure in presenting the Twenty First Annual Report together withthe Audited Accounts for the year ended 31st March 2016
REVIEW OF OPERATIONS:
For the financial year ended March 312016 your Company had reported consolidatedtotal income of Rs. 19513.72 Lakhs as against Rs. 7417.29 Lakhs during the previousfinancial year. The company recorded a net profit of Rs. 6670.85 lakhs as against netprofit of Rs. 1640.91 lakhs during the previous financial year.
The paid up Equity Share Capital as on March 312016 was Rs.2281.36 Lakhs as againstprevious year Paid up Equity share Capital of Rs.2281.36. On June 27 2016 the companyallotted 875000 Equity Shares of Re.1/- each at a premium of Rs.3.8/- per share to theemployees under Employee Stock Option Plan 2011. Accordingly the paid up share capital hasenhanced to Rs.2290.11 Lakhs consisting of 229011200 equity shares of Re.1 each.
During the year under review the company has not declared any dividend.
The company has not borrowed any amounts during the year and it has no outstandingloans for the year ended March 312016.
In accordance with Section 149 150 152 & other applicable provisions if any ofthe Companies Act 2013 Mrs. MV Lakshmi Director of the company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.Mr. P. Parthasarathi has been appointed as Chief Financial Officer (CFO) of the Companyeffective from 27 May 2016
The Statutory Auditors M/s Sarath and Associates Chartered Accountants have beenappointed as statutory auditors of the company at the last Annual General Meeting held on11-8-2014 for a period of Four years subject to ratification by members at everyconsequent Annual General Meeting. Therefore ratification of appointment of StatutoryAuditors is being sought from the members of the Company at the ensuing Annual GeneralMeeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Kota Srinivas and AssociatesCompany Secretaries to undertake the secretarialaudit of the company. The Secretarial Audit Report is annexed herewith as Annexure1'.
M/s.M/s A.S. Naidu & Co. Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.
The Company has not accepted any deposits within the meaning of Companies Act 2013 andthe rules framed there under. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation of 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Company atwww.stampedecap.com
PREVENTION OF INSIDER TRADING:
The company has adopted a code of conduct for prevention of Insider Trading with a viewto regulate trading in securities by the directors KMP s and designated employees of thecompany. The code requires pre-clearance for dealing in the company's securities andprohibits the dealing in securities of the company while in possession of unpublishedprice
sensitive information in relation to the company. The Board and the designatedemployees have confirmed compliance with the code.
RELATED PARTY TRANSACTIONS:
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were material relatedparty transactions in terms of Regulation 23 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. All material related party transactions that were enteredinto during the financial year were on an arm's length basis and were in the ordinarycourse of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. None of the Directors has any pecuniary relationshipsor transactions vis-a-vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
PARTICULARS OF EMPLOYEES:
None of the employees are in receipt of the remuneration as set out under Companies Act2013 read with Rules made there under and as such the statement as required under theCompanies Act 2013 is not applicable.
Subsidiary Companies As per the provisions of Section 129 of the Companies Act 2013read with Companies (Accounts) Rules 2014 a separate statement containing the salientfeatures of the financial statements of the subsidiary Company is prepared in Form AOC-1and same is enclosed to this Report.
Your Company has one wholly owned Indian subsidiary namely Stampede Enterprises IndiaPrivate Limited (formerly Stampede Cloud Services Private Limited) and one Wholly ownedForeign Subsidiary in Singapore namely Stampede Financials Pte. Ltd. Further the companyhas one step down wholly owned subsidiary of Stampede Enterprises India Private Limitednamely Stampede Technologies Pte. Ltd. in Singapore.
EMPLOYEE STOCK OPTION PLANS
Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure A'forming part of this report.
LISTING OF SHARES
The shares of the company are listed on Bombay Stock Exchange Limited (BSE). Thelisting fee for the year 2016-17 has already been paid to the BSE. On 25 July 2016 theequity shares of the Company has been listed on National Stock Exchange of India Limitedand the Company has paid the listing fee for the year 2016-17 to NSE also.
In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a report on Corporate Governance along with the Practicing Company SecretaryCertificate on compliance of conditions of Corporate Governance is annexed herewith andforms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
Even though the provisions of Companies Act 2013 regarding Corporate SocialResponsibility are not attracted to the company yet the Company has been over the yearspursuing as part of its corporate philosophy an unwritten CSR policy voluntarily whichgoes much beyond mere philanthropic gestures and integrates interest welfare andaspirations of the community with those of the Company itself in an environment ofpartnership for inclusive development.
During the year 2015-16 the company earned a Net Profit of Rs.37.86 lakhs. As per theprovisions of Section 135 of the Companies Act 2013 the company constituted CSR Committeewith the following Directors as members:
DIRECTORS RESPONSIBILITY STATEMENT
In compliance to the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors confirm the following:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern basis; and
e. the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARINGS AND OUTGO:
The particulars as required under section 134(3)(m) of the Companies Act 2013 read withRules made there under if any are as undert:
Conservation of Energy: The Company uses electric energy for its operations such asair conditioner computer terminals lighting and utilities in the work premises. Allpossible measures have been taken to conserve the energy.
Research and Development: Your Company has a modern R&D facility with astate-of-the-art Technology centre working on various R&D projects.
Technology absorption Adaptation and Innovation: Your Company continues to usestate-of-art technology for improving the productivity and quality of its products andservices. To create adequate infrastructure the company continues to invest in the latesthardware and software.
Foreign Exchange Earnings and Outgo
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 2". ACKNOWLEDGEMENTS:
Your Directors thank all the members banks and regulatory and governmental authoritiesfor their continued support. We take this opportunity to place on record our sincerethanks to out Bankers State and Central Government agencies for their timely supportco-operation and valuable guidance.