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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
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Superspace Infrastructure Ltd. (SUPERSPACEINFRA) - Director Report

Company director report

TO THE MEMBERS

SUPERSPACE INFRASTRUCTURE LIMITED

Your Directors are pleased to present the Thirty Third (33rd) Annual Report togetherwith the Audited Accounts of your Company for the Financial Year ended March 31 2018. Thesummarised financial performance of your Company is as follows:

(Rs. in Lakhs)
Particulars Year ended March 312018 Year ended March 312017
Total Income 70.91 466.90
Total Expenditure 45.14 443.10
Profit before Taxation 25.77 23.79
Tax Expense 6.75 7.10
Profit for the period 19.02 16.69
Brought forward from previous year 452.71 436.02
Surplus carried to Balance Sheet 471.73 452.71

FINANCIAL PERFORMANCE

During the Financial Year ended on March 31 2018 your Company had a Total Income ofRs. 70.91 Lakhs as compared to the Total Income of Rs. 466.90 Lakhs for the previous yearended on March 312017.

During the Financial Year ended on March 31 2018 Profit Before Tax stood at Rs. 25.77Lakhs as compared to Rs. 23.79 Lakhs for the previous year ended on March 31 2017. Netprofit after tax stood at Rs. 19.02 Lakhs as compared to Rs. 16.69 Lakhs for the previousyear ended on March 31 2017.

As mandated by Ministry of Corporate Affairs the financial statements for the yearended on March 31 2018 has been prepared in accordance with the Indian AccountingStandards (IND AS) notified under Section 133 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014. The estimates and judgements relating to the FinancialStatements are made on a prudent basis so as to reflect in a true and fair manner theform and substance of transactions and reasonably present the Company's state of affai rsprofits and cash flows for the year ended March 312018.

The Company discloses standalone unaudited financial results on a quarterly basiswhich are subjected to limited review and standalone audited financial results on anannual basis.

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 Year2017-18.

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

Your Company's vision mission and core values have laid the foundation for internalcontrols. On the administrative controls side your Company has a proper reportingstructure oversight committees and rigorous performance appraisal system to ensure checksand balances. On the financial controls side your Company has in place segregation ofduties and reporting mechanism to deter and detect misstatements in financial reporting.

Your Company's Internal Control System is commensur ate with the nature of its businessand the size and complexity of its operations and ensures compliance with policies andprocedures. The Internal Control Systems are being constantly updated with new/ revisedstandard operating procedures.

Your Company has a dedicated and independent Internal Audit team reporting directly tothe Audit Committee of the Board. The Directors have laid down internal financial controlsto be followed by the Company and such policies and procedures have been adopted by theCompany for ensuring the orderly and efficient conduct of its business includingadherence to Company's policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting record andthe timely preparation of reliable financial information. The purpose scope authorityand responsibility of the Internal Audit team are approved by the Audit Committee.Internal Audit team influences and facilitates improvements in the control environment byconstantly evaluating the risk management and internal control systems.

Furthermore the Audit Committee of your Company evaluates and reviews the adequacy andeffectiveness of the internal control systems and suggests improvements. Significantdeviations are brought to the notice of the Audit Committee and corrective measures arerecommended for implementation. Based on the internal audit report process ownersundertake corrective action in their respective areas. All these measures help inmaintaining a healthy internal control environment.

The Company has a Code of Business Conduct for all employees and a clearly articulatedand internalized delegation of financial authority. These authority levels areperiodically reviewed by management and modifications if any are submitted to the AuditCommittee and Board for approval. The Company also takes prompt action on any violationsof the Code of Business Conduct by its employees.

A CEO/CFO Certificate signed by the Director of the Company confirms the existence andeffectiveness of internal controls and reiterates their responsibilities to reportdeficiencies to the Audit Committee. The Audit Committee also reviews the Risk managementframework periodically and ensures it is updated and relevant. During the year underreview the Internal Financial Control Audit was carried out by the Statutory Auditorsthe 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 2017-18 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 as the Secretarial Auditorto conduct an audit of the Secretarial Records of the Company.

The Secretarial Audit Report for the financial year ended March 31 2018 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.

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 as [Annexure-B] and forms an integral part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Particulars of Conservation of Energy Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy andtechnology absorption do not apply to this Company as the Company has not carried out anymanufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no foreign exchange outgo nor was any foreignexchange earned.

DIRECTORS & 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 underand also in terms of the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and provisions of the Articlesof Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 read with therules made there under and Regulation 16(1) (b) of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirement) Regulations 2015.

b) Familiarisation Programme undertaken for Independent Directors

The Independent Directors are familiarised with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. On appointment the Independent Director is issued aLetter of Appointment setting out in detail the terms of appointment dutiesresponsibilities and expected time commitments. The Director is also explained in detailthe various compliances required from him/her as a Director under the various provisionsof the Companies Act 2013 Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirement) Regulations 2015. The details of familiarisation programmeare available on the website of the Company viz. www.scil.net.in .

c) Non-Independent Director

In accordance with the provisions of Section 152 of the Companies Act 2013 Mr. SomeshRustgi (DIN: 01515406) Director is liable to retire by rotation and being eligibleoffers himself for re- appointment. The Board recommends his appointment with a view toavail his valuable advices and wise counsel.

A brief profile of the above Director seeking re-appointment required under Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 will be provided in the Notice calling Annual General Meeting of theCompany.

None of the Directors of the Company are disqualified for being appointed as Directorsas specified in Section 164 (2) of the Companies Act 2013 and rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

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

Ms. Anita Lalwani (DIN: 07144758) resigned from the Directorship of the Company witheffect from May 11 2017. The Board places on record its sincere gratitude andappreciation for assistance and guidance provided by her during her tenure as director ofthe Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of Seven (7) Meetings of the Board of Directors of your Company were heldduring the year under review. The maximum interval between two meetings did not exceed 120days as prescribed in the Companies Act 2013 and in the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015. Details ofall Board/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 requirements 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 as [Annexure- C] and forms an integralpart of 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 also be referred to at the website ofthe Company 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.The Company 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 312018:

• 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 and Rules framedthere under. The Company has not given any guarantee or provided security during the yearunder review.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31 2018 all transactions with the RelatedParties as defined under the Companies Act 2013 read with Rules framed thereunder were inthe 'ordinary course of business' and 'at arm's length' basis. Yo ur Company does not havea 'Material Subsidiary'as defined under Regulation 16(l)(c) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Your Board shall formulate aPolicy to determine Material Subsidiary as and when considered appropriate in the future.

During the year under review your Company did not enter into any Related PartyTransactions which require prior approval of the Members. All Related Party Transactionsof your Company had prior approval of the Audit Committee and the Board of Directors asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. Subsequently the Audit Committee and the Board have reviewed the Related PartyTransactions on a quarterly basis.

During the year under review there has been no materially significant Related PartyTransactions having potential conflict with the interest of the Company.

Since all Related Party Transactions entered into by your Company were in the ordinarycourse of business and also on an arm's length basis thereto re details required to beprovided in the prescribed Form AOC - 2 is not applicable to the Company. Necessarydisclosures required under the Indian Accounting Standards have been made in the Notes toFinancial Statements for the year ended March 312018.

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 given as [Annexure-D] forming part of this Report.

The Company has 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 given as [Annexure-E] and forms an integral part ofthis 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 as [Annexure-F] andforms an integral part of this Report.

RISK MANAGEMENT

Risk management is embedded in your Company's opera ting framework. Your Companybelieves that managing risks helps in maximizing returns. The Company's approach toaddressing business risks is comprehensive and includes periodic review of such risks anda framework for mitigating controls and reporting mechanism of such risks. The RiskManagement framework is reviewed periodically by the Board and the Audit Committee. TheAudit Committee is responsible for reviewing the risk management plan and ensuring itseffectiveness. The major risks identified by the businesses and functions aresystematically addressed through 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 312018 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 312018 and of the profit& loss of the Company for the Financial Year March 312018;

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 concem' 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. Your Directors also wish to thank its customers dealersagents suppliers investors and bankers for their continued support and faith reposed inthe Company.

For & on behalf of the Board
Devi Lai Saini Somesh Rustgi
Place: Surat Director Whole time Director
Date: May 302018 DIN: 06800895 DIN: 01515406