DIRECTORS REPORT TO THE MEMBERS OF STAMPEDE CAPITAL LIMITED Your Directors have pleasure in presenting the Twentieth Annual Report together with the Audited Accounts for the year ended 31st March, 2015. REVIEW OF OPERATIONS: For the financial year ended March 31, 2015, your Company had reported consolidated total income of Rs. 7417.29 Lakhs as against Rs. 2396.83 Lakhs during the previous financial year. The company recorded a net profit of Rs. 1452.72 lakhs as against net loss of Rs. 14.92 lakhs during the previous financial year. SHARE CAPITAL: The paid up Equity Share Capital as on March 31, 2015 was Rs.2,281.36 Lakhs as against previous year Paid up Equity share Capital of Rs.2100.40. The company on March 25, 2015 through Preferential allotment has issued and allotted 15,41,000 Equity shares of Rs.10/- each at a premium of Rs.197/- per share. Further, the company also allotted 268,625 Equity Shares of Rs.10/- at a premium of Rs. 38/- per share, on April 21, 2014 to the employees under Employee Stock Option Plan 2011. DIVIDEND: During the year under review the company has not declared any dividend. BORROWINGS: The company has not borrowed any amounts during the year and it has no outstanding loans for the year ended March 31, 2015. DIRECTORS: In accordance with Section 149, 150, 152 & other applicable provisions if any of the Companies Act, 2013 Mr. Emmanuel Dasi, Director of the company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. He was also proposed to be appointed as Executive Director of the company for a period of 3 (three) years from April 01, 2015 to March 31, 2018. Mr.A.Veerabhadra Rao, Independent Director resigned during the FY 2014-15. Mr. P.Parthasarthi, Mr. Avinash Karingam, Mrs. Minavalli Venkat Laxmi, were appointed as Additional Directors of the Company during the FY 2014-15. The appointment of Mr. Parthasarthi Prathipati and Mr. Avinash Karingam as Independent Directors for a period of block of 5 years not liable to retire by rotation is being sought from the members of the company at the ensuring Annual General Meeting. Mrs. M V Laxmi was appointed as Additional Director and Non-Executive Woman Director to hold the office until the date of ensuing Annual General Meeting and being eligible offers herself for appointment. The appointment of Mrs. M V Laxmi as director liable to retire by rotation is being sought from the members of the company at the ensuring Annual General Meeting. The approval for appointment of Mr.Avilash Delhiwala as Joint Executive Director and Mrs.Usha Rani Meenavalli as Chairperson and Wholetime Director liable to retire by rotation from August 05, 2015 to August 04, 2018 is being sought from the members of the company at the ensuring Annual General Meeting. Mr.Venkat S. Meenavalli stepped down as Director of the Company in August, 2015. However, he will act as the Chief Mentor and lead all Global Operations of Exchanges as well as CIO for the Stampede Global Asset Management. AUDITORS: Statutory Auditors: The Statutory Auditors, M/s Sarath and Associates, Chartered Accountants, have been appointed as statutory auditors of the company at the last Annual General Meeting held on August 11, 2014 for a period of Four years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. 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 has appointed M/s ALB & CO., Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as 'Annexure 1'. Internal Auditors M/s A.S.Naidu & Co. Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time. The internal auditors monitor and evaluate the efficacy and adequacy of Internal Control System in the company, its compliance with operating systems, accounting procedures and policies of the company. The company has an internal control system commensurate with the size, scale and complexity of its operations. PUBLIC DEPOSITS: The Company has not accepted any deposits within the meaning of Companies Act, 2013 and the rules framed there under. VIGIL MECHANISM: In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.stampedecap.com PREVENTION OF INSIDER TRADING: The company has adopted a code of conduct for prevention of Insider Trading with a view to regulate trading in securities by the directors, KMPs and designated employees of the company. The code requires pre-clearance for dealing in the companies securities and prohibits the dealing in securities of the company while in possession of unpublished price sensitive information in relation to the company. The Board and the designated employees have confirmed compliance with the code. RELATED PARTY TRANSACTIONS: There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013. However, there were material related party transactions in terms of clause 49 of the listing agreement. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors has any pecuniary relationships or 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 would impact 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 Act 2013 read with Rules made there under and as such the statement as required under the Companies Act, 2013 is not applicable. SUBSIDIARIES Subsidiary Companies as per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Company is prepared in Form AOC-1 and same is enclosed to this Report as Annexure-A. Your Company has one wholly owned Indian subsidiary namely Stampede Cloud Services Private Limited and one Wholly owned foreign subsidiary namely Stampede Financials Pte. Ltd in Singapore. Further the Company has step down wholly owned subsidiary of Stampede Cloud Services Private Limited namely Stampede Technologies Pte. Ltd. In Singapore. EMPLOYEE STOCK OPTION PLANS Disclosures in accordance with Clause 12 of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines 1999 are provided in the Annexure 'B' forming part of this report. LISTING OF SHARES The shares of the company are listed on Bombay Stock Exchange Limited (BSE). The listing fee for the year 2015-16 has already been paid to the BSE. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS: The Corporate Governance and Management Discussion and Analysis report, which form an integral part of this report are set out as separate annexures. In accordance with Clause 49 of the Listing Agreement, a report on Corporate Governance along with the Practicing Company Secretary Certificate on compliance of conditions of Corporate Governance is annexed herewith and forms part of this report. CORPORATE SOCIAL RESPONSIBILITY: During the year 2014-15 the company earned a Net Profit of Rs.14.52 Crores. As per the provisions of Section 135 of the Companies Act, 2013 the company constituted CSR Committee with the following Directors as members: Mrs.M.Usha Rani - Chaiperson Mr. D.Emmanuel - Director Mr. R.Vivek Kumar - Director DIRECTORS' RESPONSIBILITY STATEMENT In compliance to the provisions of Section 134(3)(c) of the Companies Act, 2013 your Directors confirm the following: a.in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b.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 and loss of the company for that period; c.the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and were operating effectively; f.the directors had devised proper systems to ensure compliance with the provisions of all 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 read with Rules made there under if any are as under: Conservation of Energy: The Company uses electric energy for its operations such as air conditioner, computer terminals, lighting and utilities in the work premises. All possible measures have been taken to conserve the energy. Research and Development: Your Company has a modern R&D facility with a state-of-the-art Technology centre working on various R&D projects. Technology absorption, Adaptation and Innovation: Your Company continues to use state-of-art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, the company continues to invest in the latest hardware and software. EXTRACT OF ANNUAL RETURN: The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure 2". ACKNOWLEDGEMENTS: Your Directors thank all the members, banks and regulatory and governmental authorities for their continued support. We take this opportunity to place on record our sincere thanks to out Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance. for and on behalf of the Board for Stampede Capital Limited M Usha Rani Chairperson Date : 03-09-2015 Place : Hyderabad |