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Superspace Infrastructure Ltd.

BSE: 512311 Sector: Financials
NSE: N.A. ISIN Code: INE401F01037
BSE 05:30 | 01 Jan Superspace Infrastructure Ltd
NSE 05:30 | 01 Jan Superspace Infrastructure Ltd

Superspace Infrastructure Ltd. (SUPERSPACEINFRA) - Director Report

Company director report

TO THE MEMBERS

SUPERSPACE INFRASTRUCTURE LIMITED

Your Directors are pleased to present the Thirty Second (32nd) Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended March 31 2017. Thesummarised financial performance of your Company is as follows:

(Rs. in Lakhs)
Particulars Year ended March 31 2017 Year ended March 31 2016
Total Income 466.90 119.64
Total Expenditure 443.10 35.28
Profit before Taxation 23.79 84.36
Tax Expense 7.10 27.60
Profit for the period 16.69 56.76
Brought forward from previous year 436.02 379.26
Surplus carried to Balance Sheet 452.71 436.02

FINANCIAL PERFORMANCE

During the year under review your Company achieved Total Income of Rs. 466.90 Lakhs.Some of the key highlights of your Company's performance during the year under review are:

• Profit before taxation is Rs. 23.79 Lakhs as against Rs. 84.36 Lakhs in the lastyear.

• Net profit after taxation is Rs. 16.69 Lakhs as against Rs. 56.76 Lakhs in thelast year.

DIVIDEND

In order to maintain a healthy capital adequacy ratio to support long term growth ofyour Company your Directors has not recommended any Dividend for the Financial Year2016-17.

AMOUNTS PROPOSED TO CARRY TO THE RESERVES

The Company has not transferred any amount out of the profit earned to reserve accountduring the year under review. The entire profit earned during the year under review isbeing carried forward under Profit & Loss Account.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THEFINANCIAL YEAR AND DATE OF REPORT

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.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company's Internal Control Systems are commensurate with the nature size andcomplexity of its business and ensure proper safeguarding of assets maintaining properaccounting record and providing reliable financial information. The Directors have laiddown internal financial controls to be followed by the Company and such policies andprocedures have been adopted by the Company for ensuring the orderly and efficient conductof its business including adherence to Company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting record and the timely preparation of reliable financial information.

An external independent firm carries out the internal audit of the Company operationsand reports its findings to the Audit Committee on a regular basis. Internal Risk andControl function also evaluates organisational risk along with controls required formitigating those risks. Internal Audit provides assurance on functioning and quality ofinternal controls along with adequacy and effectiveness through periodic reporting. TheCompany has a Code of Business Conduct for all employees and a clearly articulated andinternalized delegation of financial authority. These authority levels are periodicallyreviewed by management and modifications if any are submitted to the Audit Committee andBoard for approval. The Company also takes prompt action on any violations of the Code ofBusiness Conduct by its employees.

The Audit Committee reviews the effectiveness of the internal control system and alsoinvites senior management personnel to provide updates on operating effectiveness andcontrols from time to time. A CEO/CFO Certificate signed by the Whole Time Director of theCompany confirms the existence and effectiveness of internal controls and reiterates theirresponsibilities to report deficiencies to the Audit Committee. The Audit Committee alsoreviews the Risk management framework periodically and ensures it is updated and relevant.During the year under review the Internal Financial Control Audit was carried out by theStatutory Auditors the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review your Company has not accepted any deposit within themeaning of Sections 73 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014.

AUDITORS

i. STATUTORY AUDITORS

M/s Ramanand & Associates Chartered Accountants (Firm Registration No. 117776W)Statutory Auditors of the Company who shall hold office until the conclusion of theAnnual General Meeting of the Company to be held for financial year 2016-17 are eligiblefor re-appointment. They have confirmed their eligibility to the effect that theirre-appointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment.

The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force). The Notes on financialstatement referred to in the Auditors Report are self explanatory and do not call for anyfurther comments. The Auditors Report does not contain any qualification reservation oradverse remark.

ii. SECRETARIAL AUDITOR

In terms of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Ms. Kavita Raju Joshi Practicing Company Secretary (Certificate of Practice No.8893) as the Secretarial Auditor to conduct an audit of the secretarial records.

The Secretarial Audit Report for the financial year ended March 31 2017 is annexedherewith as [Annexure-A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

SHARE CAPITAL

The Authorised Share Capital of your Company stands at Rs. 220000000/- divided into220000000 Equity Shares of Re. 1/- each. At present the Issued Subscribed and Paid UpShare Capital of your Company is Rs. 216310000/- divided into 216310000 EquityShares of Re. 1/- each fully paid-up.

CHANGE OF REGISTERED OFFICE

In order to meet the space requirement and keeping in view the business operations theregistered office of the Company was shifted to Room No-405 4th Floor TPS-9 FP-163Abhinandan Royal New Panchvati SOC Near Elbee Cinema Bhatar Road Surat-395003 Gujaratduring the year under review.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return is prepared in Form MGT-9 as per the provisions of theCompanies Act 2013 and Rule 12 of the Companies (Management and Administration) Rules2014 and the same is annexed herewith as [Annexure-B] to this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO a)Particulars of Conservation of Energy Technology Absorption The Provisions of Section134(m) of the Act relating to conservation of energy and technology absorption do notapply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo During the year under review there was noforeign exchange outgo nor was any foreign exchange earned.

DIRECTOR'S & KEY MANAGERIAL PERSONNEL

Your Company has a duly constituted Board of Directors which is in compliance with therequirements of the Companies Act 2013 schedules thereto and rules framed there under.

a) Declaration by Independent Directors All the Independent Directors have given adeclaration that they meet the criteria of Independence as laid down under Section 149(6)of the Companies Act 2013 read with the rules made there under and Regulation 16(1)(b) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

b) Familiarisation Programme undertaken for Independent Directors The IndependentDirectors are familiarised with the Company their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. On appointment the Independent Director is issued a Letter of Appointmentsetting out in detail the terms of appointment duties responsibilities and expectedtime commitments. The Director is also explained in detail the various compliancesrequired from him/her as a Director under the various provisions of the Companies Act2013 Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The details of familiarisation programme are available onthe website of the Company viz. www.scil.net.in.

c) Non-Independent Director None of the Directors of the Company are disqualified forbeing appointed as Directors as specified in Section 164 (2) of the Companies Act 2013and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules 2014.

d) Changes in Directorship/Key Managerial Personnel during the year

Mr. Somesh Rustgi (DIN: 01515406) was appointed as Whole Time Director of the Companyby the Board at their meeting held on January 23 2017.

Ms. Sumita Maheshwari was appointed as Whole Time Secretary and Compliance Officer ofthe Company with effect from March 31 2017.

Mr. Bahadur Singh Kathoria (DIN: 00534273) resigned from the post of Managing Directorof the Company and his resignation was accepted by the Board at their meeting held onDecember 19 2016. The Board places on record its appreciation and gratitude for thecontributions made by him during his tenure as Managing Director of the Company.

Ms. Nisha Chopra resigned from the post of Whole Time Secretary and Compliance Officerof the Company with effect from November 14 2016. The Board places on record its sincereappreciation and gratitude for contributions made by her during her tenure as Whole TimeSecretary and Compliance Officer of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of Nine (9) Meetings of the Board of Directors of your Company were held duringthe year under review. The maximum interval between two meetings did not exceed 120 daysas prescribed in the Companies Act 2013 and in the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. Details of allBoard/ Committee Meetings are given in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordancewith the requirement of Companies Act 2013. Details of all the Committees along withcomposition and meetings held during the year under review are provided in the CorporateGovernance Report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in theCorporate Governance Report. There have been no instances where the Board has not acceptedthe recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee hasbeen furnished in the Corporate Governance Report.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.This policy also lays down criteria for selection and appointment of Board Members. Thedetails of this policy are explained and annexed herewith as [Annexure- C] to this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Board has adopted a Whistle Blower Policy to maintain highest standards ofprofessionalism honesty integrity ethical behaviour and to provide a vigil mechanismfor Directors/Employees to voice concern in a responsible and effective manner regardingunethical matters involving serious malpractice abuse or wrongdoing within theorganisation. The Company affirms that during the year no personnel have been deniedaccess to the Audit Committee. The said policy may be referred at the website of theCompany viz. www.scil.net.in.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company as an organization is committed to provide a healthy environment to allemployees and thus does not tolerate any discrimination and/or harassment in any form. TheCompany has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at work place (Prevention Prohibition andRedressal) Act 2013.

The following is a summary of sexual harassments complaints received and disposed offduring the financial year ended March 31 2017:

• No. of Complaints received NIL
• No. of Complaints disposed off Not Applicable

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The Company has complied with Section 186 of the Companies Act 2013.

The Company has not given any guarantee or provided security during the year underreview.

RELATED PARTY TRANSACTIONS

A Related Party Policy has been devised by the Board of Directors for determining themateriality of transactions with related parties and dealings with them. The said Policymay be referred to at the website of the Company viz. www.scil.net.in.

There are no contracts or arrangements entered into by the Company during the yearunder review with Related Parties referred to in Section 188(1) of the Companies Act2013. There are no materially significant related party transactions made by the Companywith promoters directors key managerial personnel or other designated person which mayhave a potential conflict with the interest of the Company at large.

Necessary disclosures required under the Accounting Standards (AS-18) have been made inthe Notes to Financial Statements.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

A statement containing the details of the Remuneration of Directors Key ManagerialPersonnel (KMP) and Employees as required under Section 197(12) of the Companies Act 2013read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is annexed herewith as [Annexure-D] to this Report.

The Company have no employee drawing a remuneration of Rs. 6000000/- (Rupees SixtyLakhs) per annum or part thereof in terms of the provisions of Section 197(12) of theCompanies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatesection on Corporate Governance practices followed by the Company together with acertificate confirming compliance is annexed herewith as [Annexure-E] to this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company asrequired under Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is provided in a separate section is annexed herewith as[Annexure-F] to this Report.

RISK MANAGEMENT

Risk Management is embedded in Company's operating framework. Company believes thatmanaging risks helps in maximizing returns. The Company's approach to addressing businessrisks is comprehensive and includes periodic review of such risks and a framework formitigating controls and reporting mechanism of such risks. The Risk Management frameworkis reviewed periodically by the Board and the Audit Committee. The Audit Committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Themajor risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continual basis.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force) the Directors of yourCompany confirm that:

i. in the preparation of the Annual Accounts for the financial year ended March 312017 the applicable Accounting Standards and Schedule III of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)have been followed and there are no material departures from the same;

ii. the Directors have 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 as at March 31 2017 and of the profit& loss of the Company for the Financial Year March 31 2017;

iii. the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) for the time being in force)for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv. the annual accounts have been prepared on a 'going concern' basis;

v. proper internal financial controls laid down by the Directors were followed by yourCompany and that such internal financial controls are adequate and operating effectively;and

vi. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

APPRECIATION

Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

For & on behalf of the Board
Somesh Rustgi
Place: Surat Chairman and Whole Time Director
Date: May 30 2017 DIN: 01515406