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Superspace Infrastructure Ltd.

BSE: 512311 Sector: Financials
NSE: N.A. ISIN Code: INE401F01037
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Superspace Infrastructure Ltd. (SUPERSPACEINFRA) - Director Report

Company director report

Dear Members

Your Directors’ are pleased to present the Thirtieth Annual Report and theCompany’s audited financial statement for the financial year ended 31stMarch 2015.

The Financial Results of the company are summarized below:

FINANCIAL RESULTS

(Rs.in Lakhs)
PARTICULARS Year ended 2014-2015 Year ended 2013-2014
Total Income 325.40 175.82
Total Expenditure 243.01 57.35
Profit before Taxation 82.39 118.47
Tax Expense 25.47 38.44
Profit for the Period 56.91 80.03
Brought forward from previous year 322.34 242.31
Surplus Carried to Balance Sheet 379.26 322.34

RESULTS OF OPERATION AND THE STATE OF COMPANY’S AFFAIRS

The company’s Total Income has increased from Rs. 175.82 Lakhs to Rs. 325.40Lakhs. Its Profit before Tax has decreased from Rs 118.47 Lakhs to Rs 82.39 Lakhs.

There have been no material changes and commitments affecting the financial positionof the company which have occurred between the end of the financial year of the company towhich the financial year relate and the date of this report.

TRANSFER OF RESERVES

Your Company has not made any transfer in reserves & an amount of Rs.379.26 Lakhsis retained in the Profit & Loss Account.

OBJECT & NAME CHANGE

The Board of Directors in its meeting held on 4th December 2014 decided tochange the object clause as the company was carrying on the business of chemical &various other businesses of similar nature but despite sincere efforts this line ofbusiness was not reaping desired profits. Hence the management after careful deliberationand analysis decided to explore the Real Estate Infrastructure Construction Market asits main business. Management thinks it would be more profitable for the company todiversify in the field of real estate or relating business thereto. Owing to the change inobject clause of the company it was advisable to change the name of the company as the oldname was not in line with the revised object of the company.

Regarding the change of name of the company from "Surabhi Chemicals &Investments Limited" to "Superspace Infrastructure Limited" the result forE-Voting & Postal Ballot was declared on 23rd January 2015. The Ministryof Corporate affairs issued Certificate of Incorporation dated 4th March 2015in the name of Superspace Infrastructure Limited.

REGISTERED OFFICE

The company has got the shareholders approval through Postal Ballot for Shifting ofRegistered Office from the State of Gujarat to State of Maharashtra.

DIVIDEND

With a view to conserve the resources and to infuse the same in the Business for futureneeds & strengthening the financial position of the company the Directors regrettheir inability to propose any Dividend for the year under review.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Management’s Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchange is presentedin a separate section forming part of this Annual Report as an Annexure 1.

SHARE CAPITAL

Your company have not raised any money by issuing Equity Share of the Company duringthe Financial Year 2014-2015.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

Your Director’s wants to disclose that Bombay Stock Exchange Limited has issuednotice dated 1st January 2015 against your company for Suspension of trading in the StockExchange with effect from 7th January 2015.

RELATED PARTY TRANSACTION

During the Financial Year 2014-2015 your Company’s transaction with the RelatedParties as defined under the Companies Act 2013 rules framed there under and revisedclause 49 of the Listing Agreement with the Stock Exchange were in the ‘Ordinarycourse of business’ and ‘at arm’s length’ basis. Your Company did nothave any Related Party Transaction which requires prior approval of the shareholders.Necessary disclosures required under the Accounting Standard (AS-18) have been made in theNotes to Financial Statements.

RISK MANAGEMENT

The objective of risk management is to balance the trade off between risk and returnand ensure optimum risk adjusted return on capital. The Risk Management Policies relatedto Procurement Debtors Financing and Investments are in place and properly documentedand reviewed continuously. The processes have been laid down to oversee the implementationof the policies and continuous monitoring of the same.

Our Board level Committees viz. Audit Committee oversee risk management policies andprocedures. It reviews the credit and operational risks reviews policies in relation toinvestment strategy and other risks like interest rate risk compliance risk and liquidityrisk.

DIRECTORS’ RESPONSIBILITY STATEMENT

Accordingly pursuant to the requirements under Section 134(3) (c) and 134 (5) of theCompanies Act 2013 with respect to the Directors’ Responsibility Statement it ishereby confirmed: i. In the preparation of the annual accounts for the financial yearended 31st March 2015 the applicable accounting standards had been followedand no material departures have been made from the same; ii. Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for the yearunder review; iii. Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; iv. Directors have prepared the annual accounts for the financialyear ended 31st March 2015 on a ‘going concern’ basis. v. Directorshave laid down internal financial controls which has been followed by the company and thatsuch internal financial controls are adequate and were operating effectively: vi.Directors have devised proper system to ensure compliance with the provision of allapplicable laws and that such systems were adequate and operating effectively.

REPORT ON CORPORATE GOVERNANCE

Your company is committed to maintain the highest standard of Corporate Governance.Your company has complied with the Corporate Governance requirements as per Clause 49 ofthe Listing Agreement with the Stock Exchange.

The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement forms part of the Annual Report as an Annexure 2.

INTERNAL CONTROL

The Company’s internal audit system are geared towards ensuring adequate internalcontrols commensurate with the size and needs of the business with the objective ofefficient conduct of operation through adherence to the company’s policiesidentifying areas of improvement evaluating the reliability of Financial Statementsensuring compliances with applicable laws and regulations and safeguarding of assets fromunauthorized use.

Details of internal controls system are given in Management Discussion and AnalysisReport which forms part of the Director’s Report.

DETAILS OF SUBSIDIARIES ASSOCIATES COMPANY

Your Company doesn’t have any Subsidiary Company or Associate Company and hencenone of the directors receive commission from its subsidiaries or Associates Company.

BOARD AND COMMITTEE MEETING

A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Twelve Board Meetings One Postal Ballot and One Annual GeneralMeeting were convened and held during the year.

There are 3 Board Committees as on 31st March 2015 viz. Audit CommitteeNomination and Remuneration Committee and Stakeholders’ Relationship Committee.

Our Audit Committee with Mr. Devilal Saini Mr. Suresh Kumar Agarwal Ms. Neha Agarwalas members. There have not been any instances during the year when recommendation of theAudit Committee was not accepted by the Board.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Agreement.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition an redressal of Sexual Harassment at the workplace inline with the provisions of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under the Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The company has not received any complaint of sexual harassment during the FinancialYear 2014-2015.

DIRECTOR AND KEY MANAGERIAL PERSONNEL

There was no change in Directors and KMP during the year. However Mr Suresh KumarAgarwal & Ms Bina Agarwal resigned on 25th May 2015. With effect from 25thMay 2015 Mr Bahadur Singh Kathotia was appointed as a Managing Director & Mr.Pushpit Jain was appointed as an Additional Director (Non-Executive Independent Director)The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under theCompanies Act 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.

The following policies of the Company are attached herewith marked as Annexure 3:

Nomination & Remuneration Policy for Directors Key Managerial Personnel and otheremployees.

AUDITORS AND AUDITOR’S REPORT

M/s. Ramanand & Associates Chartered Accountants (Firm Registration No.-117776W)Statutory Auditors of the Company hold office till the conclusion of the ensuing AnnualGeneral Meeting and are eligible for re-appointment. They have confirmed their eligibilityto the effect that their reappointment if made would be within the prescribed limitsunder the Act and that they are not disqualified for re-appointment.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

SECRETARIAL AUDITOR

The Board of Director has appointed M/s Amit Jain & Associates Practicing CompanySecretary to conduct Secretarial Audit for the financial year 2014-15. The SecretarialAudit Report for the financial year ended 31st March 2015 is annexed herewithmarked as Annexure 4 to this Report.

INTERNAL AUDITOR

In terms of provision of Section 138 of the Act M/s Ravi Kumar Gupta & AssociatesChartered Accountant (Firm Registration No.-134746W Membership No-148529) were appointedas Internal Auditor for the Financial Year 2014-2015. The Audit Committee in consultationwith the Internal Auditor formulates the scope functioning periodicity and methodologyfor conducting the Internal Audit.

PUBLIC DEPOSITS

During the financial year 2014-15 your Company has not accepted any deposit within theapplicable sections of the Companies Act 2013.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism and adopted Whistle Blower Policy incompliance with the provisions of Section 177 of Companies Act 2013 and Clause 49 of theListing Agreement. The Vigil Mechanism of the Company which also incorporates a whistleblower policy in terms of the Listing Agreement includes an Ethics & Compliance TaskForce comprising senior management of the Company. Protected disclosures can be made by awhistle blower through an e-mail or a letter to the Task Force or to the Chairman of theAudit Committee.

The policy on Vigil Mechanism/Whistle Blower Policy may be accessed on the website ofthe company.

NOMINATION AND REMUNERATION POLICY

The Board has Nomination and Remuneration Policy recommended by Nomination andRemuneration Committee in terms of provisions of Section 178 of the Companies Act 2013and Clause 49 of the Listing Agreement.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO a)Particulars of Conservation of Energy and Technology Absorption

The particulars relating to conservation of energy and technology absorption are notapplicable to the company. However efforts are being made to conserve and optimize theuse of energy wherever possible. b) Foreign Exchange Earnings and Outgo

During the year under review your company has neither earned nor spent any foreignexchange.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in form MGT. 9 of the Company is annexed herewith as Annexure5 to this Report.

PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES

There was no employee during the financial year 2014-2015 in respect of whominformation is required to be given pursuant to the provisions of Section 197(12) of theAct read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.

EMPLOYEE STOCK OPTION SCHEME (ESOS)

The company has not issued/allotted any shares during the year under review pursuantto the provisions of Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 erstwhile Securities and Exchange Board of India (EmployeesStock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 and as perSection 62(1) (b) of the Companies Act 2013 read with Rule 12(9) of the Companies (ShareCapital and Debentures) Rules 2014.

CORPORATE SOCIAL RESPOSIBILITY

The provisions of Section 135 of the Companies Act 2013 is not applicable to theCompany.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany’s executives staff and workers.

For and on behalf of the Board of Directors
Place: Mumbai Bahadur Singh Kathotia
Date: 30th May 2015 Managing Director