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Directors Report of Superspace Infrastructure Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the Twenty Ninth Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014. The financial Results of the Company are summarized below:

FINANCIAL RESULTS:

(Rs in Lakhs)

PARTICULARS Year ended Year ended 2013-2014 2012-2013

Total Income 175.82 388.25

Total Expenditure 57.35 271.19

Profit before Taxation 118.47 117.06

Tax Expense 38.44 34.24

Profit for the Period 80.03 82.82

REVIEW OF OPERATIONS

During the year, the India Economy remained disturbed due to global distress and continuous domestic disturbance. The major obstacles were inflation, high fiscal deficit, lack of liquidity, policy uncertainty and currency volatility.

The Company will continue to be responsive to changes in market dynamics and consumer behavior and other key factors influencing the business, and will formulate its strategies accordingly.

DIVIDEND

With a view to conserve resources for future needs and strengthening the financial position of the company, the Directors regret their inability to propose any dividend for the year under review.

SHARE CAPITAL

The shares of the company splitted from face value of Rs.10/- each to face value of Re.1/- each.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 and as per the Articles of Association of the Company Ms. Bina Agarwal (DIN: 05124687), Director, will retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment.

As per provisions of Sections 149, 152 and any other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under read with Schedule IV to the Companies Act, 2013, Ms. Neha Agarwal (DIN: 06686208) & Mr. Devi Lal Saini (DIN: 06800895), all existing Independent directors of the Company, have been appointed as Independent Directors of the Company and shall hold office from the date of this Annual General Meeting till 31st March, 2019. They shall not, henceforth, be liable to retire by rotation.

Brief resume of the Directors seeking appointment, reappointment as stipulated under Clause 49 of the Listing Agreement, are provided in the Report on Corporate Governance forming part of the Annual Report.

Based on the confirmations received, none of the Directors of the Company are disqualified for appointment under Section 274(1)(g) of the Companies Act, 1956.

COMMITTEES OF DIRECTORS

The Board of Directors has aligned the existing Committees of the Board with the provisions of Companies Act, 2013(Act). The existing Shareholder''s / Investor''s Grievance and Share Transfer Committee have been renamed as "Stakeholders Relationship and Shareholders Grievance Committee".

The scope of Audit Committee has also been widened so as to bring it in accordance with the requirement of the Section 177 of the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards had been followed and no material departures have been made from the same;

(ii) That the Directors had 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) That Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That Directors had prepared the annual accounts for the financial year ended 31st March, 2014, on a ''going concern'' basis.

CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

Certificate from the Statutory Auditors M/s. Ramanand & Associates, Chartered Accountants regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges is annexed to the report.

Your Company has taken adequate steps for strict compliance with the Corporate Governance guidelines, as amended from time to time.

The Company has established a vigil mechanism as required under Section 177 of the Companies Act, 2013 and has framed the "Whistle Blower Policy" for implementation thereof.

MANAGEMENT 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.

AUDITORS

The Statutory Auditors of the Company, M/s. Ramanand & Associates, Chartered Accountants will retire at the ensuing AGM. As recommended by the Audit Committee, the Board has proposed the re- appointment of M/s. Ramanand & Associates, Chartered Accountants as statutory auditors for financial year 2014-15 on such remuneration as decided by the Board of Directors.

The Company has received a certificate from the proposed Auditors to the effect that their appointment, if made, would be in accordance with all the conditions prescribed under the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014. In respect of observations made by the Auditors in their Report, your Directors wish to state that the respective notes to the accounts are self-explanatory and do not call for any further comments.

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public during the year pursuant to the provisions of Section 58A of the Companies Act, 1956.

STOCK EXCHANGE

The Company''s Securities are listed at the BSE Limited and the Ahmedabad Stock Exchange Ltd. We have paid the annual listing fee and there are no arrears.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

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.

During the year under review, your Company has neither earned nor spent any foreign exchange.

PARTICULARS OF EMPLOYEES

There was no employee in respect of whom information is required to be given pursuant to the Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended up-to-date.

HUMAN RESOURCES MANAGEMENT

The Company continues to lay emphasis on people, its most valuable resource. In an increasingly competitive market for human resources, it seriously focuses on attracting and retaining the right talent. It provides equal opportunity to employees to deliver results.

APPRECIATION

Your Directors place on record their deep appreciation for the continued, support and co - operation extended to the Company by the Banks, Government departments and other agencies.

Your Directors thanks our esteemed shareholders for your continued support.

Your Directors place on record their appreciation of the dedication and commitment of your Company''s employees and look forward to their support in the future as well.

For and on behalf of the Board Surabhi Chemicals & Investments Ltd

Place: Mumbai (Suresh Kumar Agarwal) Date: May 30, 2014 Managing Director


Mar 31, 2010

The Directors have pleasure in submitting the Twenty Fifth Annual Report of the Company togetherwith audited statements of accounts for the year ended on 31st March 2010.

FINANCIAL PERFORMANCE:

During the year under consideration, your Company has made the financial

performance as mentioned below which your Directors hope will be found satisfactory.

Current Previous

Year Year

Profit / (Loss) before depreciation 422,42,981 (134673)

Less: Depreciation 3,09,634 0

419,33,347 (134,673)

Less: Prior Periods Adjustment 3,65,371 814,573 Profit for the year before taxation 415,67,976 (949,246)

Less : Income-tax Provision :

(a) Current Years Tax 64,07,043 441

(b) Fringe Benefit Tax 0 0

3,51,60,933 (949,687)

Add : Deferred Tax arise during the year 64,64,885 0

Profit for the year after taxation 416,25,818 (949,687)

Add : Prior Years Profit & Loss Account Balance (5,92,224) 357,463

BALANCE CARRIED FORWARD TO 410,33,594 (592,224) BALANCE SHEET.

BUSINESS AFFAIRS AND PROGRESS:

The Honble members are requested to take note of the above reported results of the company for the year under consideration, As the Honble members are aware, during the year the company earned huge capital gain on sale of shares and mutual funds.

The Honble members are requested to approve the above reported financial performance of the company.

DEPOSITS:

The Company has not accepted any deposits from the public.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iii) the Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES:

During the financial year, no employee of the Company who;

(i) being employed through the financial year was in receipt of remuneration for the year of Rs. 24,00,000/- or more.

(ii) being employed for a part of the financial year was in receipt of remuneration of Rs. 2,00,000/- or more per month, and,

(iii) being employed throughout the financial year or part thereof was in receipt of remuneration for the year or as the case may be at a rate which is in excess of that drawn by the Managing Director or whole time Director or Manager and holds by himself or along with his spouse and dependent children not less than 2% of Equity Shares of the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

Since the Company is not consuming energy for its operation the question of Conservation of Energy does not arise.

IB) TECHNOLOGY ABSORPTION:

Since the Company is not a manufacturing Company, the question of technology absorption is not relevant for the Company.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year, the Company has not imported or exported any products or services. Hence, the question of Foreign Exchange does not arise.

AUDITORS:

You are requested to appoint auditors and to fix their remuneration for the ensuing year. Your Directors inform that M/s. Hiren M. Diwan & Company, Chartered Accountants, Surat, the present auditors of the Company have pursuant to Section 224(1) of the Companies Act, 1956 furnished the certificate regarding their eligibility for appointment.

ACKNOWLEDGEMENTS:

The Directors express their deep appreciation to all the employees of the Company for their outstanding contribution to the operations of the Company during the year.

FOR AND ON BEHALF OF THE

BOARD OF DIRECTORS

PLACE : SURAT

(CHAIRMAN)

DATE : 01/09/2010



 
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