DIRECTORS’ REPORT Dear Members, Your Directors’ are pleased to present the Thirtieth Annual Report and the Company’s audited financial statement for the financial year ended 31st March, 2015 RESULTS OF OPERATION AND THE STATE OF COMPANY’S AFFAIRS The company’s Total Income has increased from Rs. 175.82 Lakhs to Rs. 325.40 Lakhs. 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 position of the company which have occurred between the end of the financial year of the company to which 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 Lakhs is retained in the Profit & Loss Account. OBJECT & NAME CHANGE The Board of Directors in its meeting held on 4th December, 2014 decided to change 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 of business was not reaping desired profits. Hence the management after careful deliberation and analysis decided to explore the Real Estate, Infrastructure, Construction Market as its main business. Management thinks it would be more profitable for the company to diversify in the field of real estate or relating business thereto. Owing to the change in object clause of the company it was advisable to change the name of the company as the old name 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 for E-Voting & Postal Ballot was declared on 23rd January, 2015. The Ministry of Corporate affairs issued Certificate of Incorporation dated 4th March, 2015 in the name of Superspace Infrastructure Limited. REGISTERED OFFICE The company has got the shareholders approval through Postal Ballot for Shifting of Registered 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 future needs & strengthening the financial position of the company, the Directors regret their 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, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange, is presented in 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 during the Financial Year 2014-2015. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS Your Director’s wants to disclose that Bombay Stock Exchange Limited has issued notice dated 1st January, 2015 against your company for Suspension of trading in the Stock Exchange with effect from 7th January, 2015. RELATED PARTY TRANSACTION During the Financial Year 2014-2015 your Company’s transaction with the Related Parties as defined under the Companies Act, 2013, rules framed there under and revised clause 49 of the Listing Agreement with the Stock Exchange, were in the ‘Ordinary course of business’ and ‘at arm’s length’ basis. Your Company did not have any Related Party Transaction which requires prior approval of the shareholders. Necessary disclosures required under the Accounting Standard (AS-18) have been made in the Notes to Financial Statements. RISK MANAGEMENT The objective of risk management is to balance the trade off between risk and return and ensure optimum risk adjusted return on capital. The Risk Management Policies related to Procurement, Debtors, Financing and Investments are in place and properly documented and reviewed continuously. The processes have been laid down to oversee the implementation of the policies and continuous monitoring of the same. Our Board level Committees viz. Audit Committee oversee risk management policies and procedures. It reviews the credit and operational risks, reviews policies in relation to investment strategy and other risks like interest rate risk, compliance risk and liquidity risk. DIRECTORS’ RESPONSIBILITY STATEMENT Accordingly, pursuant to the requirements under Section 134(3) (c) and 134 (5) of the Companies Act, 2013, with respect to the Directors’ Responsibility Statement, it is hereby confirmed: i. In the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed and no material departures have been made from the same; ii. Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review; iii. Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities iv. Directors have prepared the annual accounts for the financial year ended 31st March, 2015, on a ‘going concern’ basis. v. Directors have laid down internal financial controls which has been followed by the company and that such internal financial controls are adequate and were operating effectively: vi. Directors have devised proper system to ensure compliance with the provision of all applicable 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 of the Listing Agreement with the Stock Exchange. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report as an Annexure 2. INTERNAL CONTROL The Company’s internal audit system are geared towards ensuring adequate internal controls commensurate with the size and needs of the business, with the objective of efficient conduct of operation through adherence to the company’s policies, identifying areas of improvement, evaluating the reliability of Financial Statements, ensuring compliances with applicable laws and regulations and safeguarding of assets from unauthorized use. Details of internal controls system are given in Management Discussion and Analysis Report, 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 hence none 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 in advance to the Directors. Twelve Board Meetings, One Postal Ballot and One Annual General Meeting were convened and held during the year. There are 3 Board Committees as on 31st March 2015 viz. Audit Committee, Nomination and Remuneration Committee, and Stakeholders’ Relationship Committee. Our Audit Committee with Mr. Devilal Saini, Mr. Suresh Kumar Agarwal, Ms. Neha Agarwal as members. There have not been any instances during the year when recommendation of the Audit Committee was not accepted by the Board. Details of the composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are provided in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the 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 a policy on prevention, prohibition an redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, the Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. The company has not received any complaint of sexual harassment during the Financial Year 2014- 2015. DIRECTOR AND KEY MANAGERIAL PERSONNEL There was no change in Directors and KMP during the year. However, Mr Suresh Kumar Agarwal & Ms Bina Agarwal resigned on 25th May, 2015. With effect from 25th May, 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 Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation 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 other employees. 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 Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation or adverse remark. SECRETARIAL AUDITOR The Board of Director has appointed M/s Amit Jain & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith marked as Annexure 4 to this Report. INTERNAL AUDITOR In terms of provision of Section 138 of the Act, M/s Ravi Kumar Gupta & Associates, Chartered Accountant, (Firm Registration No.-134746W, Membership No-148529) were appointed as Internal Auditor for the Financial Year 2014-2015. The Audit Committee in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the Internal Audit. PUBLIC DEPOSITS During the financial year 2014-15, your Company has not accepted any deposit within the applicable sections of the Companies Act, 2013. VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established a Vigil Mechanism and adopted Whistle Blower Policy in compliance with the provisions of Section 177 of Companies Act, 2013 and Clause 49 of the Listing Agreement. The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior management of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or a letter to the Task Force or to the Chairman of the Audit Committee. The policy on Vigil Mechanism/Whistle Blower Policy may be accessed on the website of the company. NOMINATION AND REMUNERATION POLICY The Board has Nomination and Remuneration Policy recommended by Nomination and Remuneration Committee in terms of provisions of Section 178 of the Companies Act, 2013 and 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 not applicable to the company. However, efforts are being made to conserve and optimize the use of energy, wherever possible. b) Foreign Exchange Earnings and Outgo During the year under review, your company has neither earned nor spent any foreign exchange. EXTRACT OF ANNUAL RETURN Extract of Annual Return in form MGT. 9 of the Company is annexed herewith as Annexure 5 to this Report. PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES There was no employee during the financial year 2014-2015 in respect of whom information is required to be given pursuant to the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. EMPLOYEE STOCK OPTION SCHEME (ESOS) The company has not issued/allotted any shares, during the year under review, pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, erstwhile Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and as per Section 62(1) (b) of the Companies Act, 2013 read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014. CORPORATE SOCIAL RESPOSIBILITY The provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company. ACKNOWLEDGEMENT Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and workers. For and on behalf of the Board of Directors Bahadur Singh Kathotia Managing Director Date: 30th May 2015 Place: Mumbai |