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Stampede Capital Ltd.

BSE: 531723 Sector: Financials
NSE: STAMPEDE ISIN Code: INE224E01028
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VOLUME 25119
52-Week high 2.59
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.42
Buy Qty 9800.00
Sell Price 0.43
Sell Qty 4642.00
OPEN 0.43
CLOSE 0.42
VOLUME 25119
52-Week high 2.59
52-Week low 0.36
P/E
Mkt Cap.(Rs cr) 10
Buy Price 0.42
Buy Qty 9800.00
Sell Price 0.43
Sell Qty 4642.00

Stampede Capital Ltd. (STAMPEDE) - Director Report

Company director report

TO

THE MEMBERS OF STAMPEDE CAPITAL LIMITED

Your Directors have pleasure in presenting the Twenty Fourth Annual Report togetherwith the Audited Accounts for the year ended 31st March 2019

FINANCIAL HIGHLIGHTS:

Particulars For the Year ended For the Year ended
31st March 2019 31st March 2018
Revenue
Revenue from Trading 1569853933 2300977993
Other income 54114246 32365515
Total Revenue 1623968179 2333343508
Expenses
Cost of Operations 1556161309 2132840830
Employee benefits expense 9411626 14057123
Finance Cost 4357090 8239588
Depreciation and amortisation expense 129429336 287977111
Other expenses 219479326 73567429
Total Expenses 1918838687 2516682081
Pro t/(loss) before exceptional extraordinary
items and tax (294870508) (183338573)
Exceptional items
Software written off 198256363 -
Loss on disposal of fixed assets 51994563 -
Foreign exchange translation reserve (37997001) -
Pro t / (loss) before extraordinary items and tax (507124433) (183338573)
Provision for impairment in the investment of associate 8991860 -
Provision for impairment in the investment 12500000 -
Pro t / (loss) before tax (528616293) (183338573)
Tax expense:
- Current tax (12271) 1923161
- MAT Credit - -
- Deferred tax charge/(credit) (6974591) (22866594)
Pro t / (Loss) for the year before minority interest (521629431) (162395140)
Share of Profit/(loss) of Associate (92597981) (341715235)
Minirity Interest - 25271713
Pro t / (Loss) for the year (614227412) (529382088)
Other Comprehensive Income
(i) Items that will not be reclassified to profit or loss - -
(ii) Items that may be reclassified to profit or loss - 23394491
Total Other Comprehensive Income - 23394491
Total comprehensive income for the period (614227412) (505987597)
Earnings per equity share
Basic / Diluted (2.15) (1.85)
Number of shares used in computing earnings per share
Basic / Diluted 286264000 286264000

REVIEW OF OPERATIONS:

For the financial year ended March 31 2019 your Company had reported consolidatedtotal income of Rs. 16239.68 Lakhs as against Rs. 23333.43 Lakhs during the previousfinancial year. The company recorded a net loss of Rs. 5216.29 lakhs as against net lossof Rs. 1623.95 lakhs during the previous financial year.

The company has applied for PMS (Port Folio Management Services) which is approved bythe SEBI.

Long n Corp (LFIN). USA an associate company of Stampede Capital Ltd in which Stampedehas 37.14% stake led the Assignment for the benefit of Creditors formal bankruptcyproceedings in the Court of New Jersey. USA. Long n in its ling with SEC has categoricallysaid that the equity shareholders are not going to be paid anything out of the assets ofthe Company in the ensuing bankruptcy proceedings As per the Ind As 28 the Companyimpaired the carrying amount of investment Rs. 89.92 lakhs in associate.

With a view to re align the relation between capital and assets it is proposed for thereduction of the paid up equity share capital by 60% on proportionate basis.

SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March 2019 is Rs. 2862.64Lakhs divided into 2862.64 Lakhs Equity Shares of Rs.1/- each fully paid up.

DIVIDEND:

During the year under review the company has not declared any dividend.

BORROWINGS:

ThecompanyhasnotborrowedanyamountsduringtheyearandithasnooutstandingloansfortheyearendedMarch312019

DIRECTORS:

In accordance with Section 149 150 152 & other applicable provisions if any ofthe Companies Act 2013 Mr. Emmanuel Dasi (Din: 02598270) Director of the company retiresby rotation at the ensuing Annual General Meeting and being eligible to offer himself forre-appointment. The Board of Directors recommends his re-appointment at the ensuringAnnual General Meeting.

Mr. Chukka Siva Satya Srinivas and Mr. Venkata Krishnayaa Nekkanti who were appointedas an Additional Independent Directors by the Board of Directors of the company isproposed as an Independent Director of the Company for a period of 5 years. The Board ofDirectors recommends his appointment at the ensuring Annual General Meeting.

As required under section 134(3) (d) of the Companies Act 2013 All independentdirectors have given declaration to the Company that they meet the criteria of independentas laid down under section 149(6) of the Companies Act 2013.

During the year Mr. Yarlagadda Ramesh Mr. Gunturu Narasimha Rao and Mr. Omesh KumarWaghray an Independent Directors have resigned and the Board kept on record the valuableservices rendered by them during their tenure.

AUDITORS:

Statutory Auditors:

pursuant to the provisions of Section 139 and other applicable provisions if any ofthe Companies Act 2013 read with Rules made there under The Statutory Auditors M/s.Navitha and Associates Chartered Accountants has been appointed as the StatutoryAuditors at the last Annual General Meeting for a period of block of Five(5) years tillthe conclusion of 28th Annual General Meeting in the calendar year of 2023.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/sKota&Associates (Formerly Kota & Srinivas Associates) CompanySecretaries to under take the secretarial audit of the company. The Secretarial AuditReport is annexed here with as 'Annexure1'.

Internal Auditors

M/s Gorantla & Associates Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.

PUBLIC DEPOSITS:

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 con rmed 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.

SUBSIDIARIES

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). Further the companyhas in Singapore one step down wholly owned subsidiary of Stampede Enterprises IndiaPrivate Limited namely Stampede Technologies Pte. Ltd.

LISTING OF SHARES

The shares of the company Equity and DVR (Differential Voting Rights) are listed onNational Stock Exchange and Bombay Stock Exchange Limited(BSE). The listing fee for theyear 2019-20 has already been paid to the both Exchanges.

CORPORATE GOVERNANCE:

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a report on Corporate Governance along with the Practicing Chartered AccountantCerti cate on compliance of conditions of Corporate Governance is annexed herewith andforms part of this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES

Your Company has always believed in providing a safe and harassment free workplace forevery women employee working with your Company. Your Company always endeavors to createand provide an environment that is free from discrimination and harassment includingsexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and therefore.Has in place a policy on prevention of sexual harassment at workplace. The said policy isin line with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules made thereunder.

The policy aims at prevention of harassment of women at workplace and lays down theguidelines for identi cation reporting and prevention of sexual harassment. There is aninternal Complaints Committee (ICC) which is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any complaint of sexual harassment at workplace during theyear under review.

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 2018-19 the company earned a Net Loss of Rs. 40.96 Crores. As per theprovisions of Section 135 of the Companies Act 2013 the company constituted CSR Committeewith the following Directors as members:

Mr. D. Emmanuel - Chairperson
Mr. Sudheer Vegi - Director
Mr. Chukka Siva Satya Srinivas - Director

DIRECTORS' RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 134(3)(c) of the Companies Act 2013 yourDirectors con rm the following:

a. in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of a-airs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets 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 readwith Rules made there under if any are as under:

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 (in Rupees)
Particulars As at March 31 2019 As at March 31 2018
Foreign Exchange Earnings Nil 301401639
Foreign Exchange outgo Nil Nil

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.

Regd Of ce: By Order of the Board
Royal Pavilion Apartment For Stampede Capital Limited
H.No. 6-3-787 Flat No. 1003
Block - A Ameerpet Emmanuel Dasi
Hyderabad - 500016 Whole time Director
Telangana INDIA
Date: 28 August 2019

AOC-1

(Pursuant to first provisio to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Statement containing salient features of the financial statement ofsubsidiaries/associate companies / joint ventures

Part-A: Subsidiaries

Particulars
Name of the Subsidiary Stampede Enterprises India Private Limited *Stampede Technologies Pte Limited
Reporting Period for the subsidiary concerned if different from the holding company's reporting period Same as HC Same as HC
Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries Indian Rupee USD Exchange Rate : 69.97
Share Capital 50100000 $1595410
Reserves and Surplus (58931513) (1582981)
Total Assets 67024011 12429
Total Liabilities 75855524 Nil
Investments Nil Nil
Turnover / revenue 781021129 336809
Pro t before taxation (103051798) (6708790)
Provision for taxation (1728312) (193077)
Pro t after taxation (101323486) (6515713)
Proposed dividend Nil Nil
% of shareholding 100% 100%

*wholly owned subsidiary of Stampede Enterprises India Limited

Notes:
1. Name of subsidiaries which are yet to commence operations : Nil
2. Name of subsidiaries which have been liquidated or sold during the year : Nil