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Globalspace Technologies Ltd.

BSE: 540654 | NSE: | Series: | ISIN: INE632W01016 | SECTOR: Computers - Software

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Globalspace Technologies is not listed on NSE

Annual Report

For Year :
2018

Director’s Report

The Members,

GLOBALSPACE TECHNOLOGIES LIMITED

(Formerly known as “GlobalSpace Technologies Private Limited”)

(Formerly known as “GlobalSpace Tech Private Limited”)

The Directors take the pleasure of presenting the 8th Annual Report of your Company together with the Audited Statement of Accounts for the year ended 31st March, 2018.

1. FINANCIAL STATEMENTS & RESULTS:

Financial Results

The Company’s performance during the year ended 31st March, 2018 as compared to the previous financial year, is summarized below:

Particular

For the financial year ended 31st March, 2018 (in Rupees)

For the financial year ended 31st March, 2017 (in Rupees)

Revenue from Operation

291826060.00

172782420.00

Other Income

1433281.00

-

Total Revenue

293259341.00

172782420.00

Less: Expenses

(259372447.00)

(157029029.00)

Profit/ (Loss) before tax

33886894.00

15753391.00

Less: 1. Current Tax

8050000.00

6029062.00

2. Tax adjustment of earlier years (net)

343,630.00

512780.00

3. Deferred Tax

22,80,053.00

(1035482.00)

Profit after Tax

23213211.00

10247031.00

APPROPRIATION

Interim Dividend

NIL

NIL

Final Dividend

NIL

NIL

Tax on distribution of dividend

NIL

NIL

Transfer of General Reserve

NIL

NIL

Balance carried to Balance sheet

23213211

1,02,47,031

2. OPERATIONS

During the year under review, the Company has reported a Profit of Rs. 2,32,13,211/- as compared to a profit of Rs. 1,02,47,031/- .

The Company reported Profit before Tax at Rs. 3,38,86,894 /- as against Rs. 1,57,53,391 /-in the previous year.

The Company continues to be engaged in the activities pertaining to Information Technology and Communication industry, including providing of customized software solutions and other support services to enterprises.

There was no change in nature of the business of the Company, during the year under review.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to General Reserve. However, the entire profit amount has retained by the Company in their Profit and Loss Account of the Company.

4. DIVIDEND

With a view to conserve resources, your Directors have thought it prudent not to recommend any dividend for the financial year under review.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary, associate and joint venture company.

6. INITIAL PUBLIC OFFER

During year 2017-18, Company went for Intial Public Offer (IPO) of its shares on SME Platform of BSE Limited (BSE Emerge) for listing its shares; pursuant to it shares of company were listed on 7th August, 2017.

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

8. LOAN FROM DIRECTOR

During the financial year under review, the Company has borrowed the following amount(s) from Directors and the respective director has given a declaration in writing to the Company to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others. Accordingly, the following amount(s) is / are excluded from the definition of Deposit as per Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014:-

Name of Director giving loan

Amount borrowed during 2017-18

Amount Repaid During 2017-2018

Amount Oustanding

Krishna Murari Singh

57,80,000.00

86,30,000.00

37,50,000.00

Beauty Krishnamurari Singh

28,00,000.00

28,00,000.00

Nil

9. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions/contracts/arrangements entered into by the Company with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in ordinary course of business and on an arm’s length basis. Further, none of these contracts / arrangements / transactions with related parties could be considered material in nature as per the thresholds given in Rule 15(3) of the Companies (Meetings of Board and its Powers) Rules, 2014 and hence no disclosure is required to be given in this regard.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in “Annexure I” which forms part of this Report.

11. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March, 2018 made under the provisions of Section 92(3) of the Act is attached as “Annexure II” which forms part of this Report.

12. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

The Company has not made any loans, guarantees, investment or securities covered under the provisions of Section 186 of the Companies Act, 2013.

13. MATERIAL CHANGES AND COMMITMENTS, IF ANY; AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report.

14. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors of the Company for inefficiency or inadequacy of such controls.

15. CHANGE IN KEY MANAGERIAL PERSONNEL

During the year under review, pursuant to the provision of Section 203 of the Companies Act, 2013, read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, and other application provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof), Mr. Prodyot Bhattacharyya was appointed as Chief Financial Officer w.e.f. 10th November, 2017.

Further, Mr. Vishal Singh Raghuvanshi, Chief Financial Officer of the Company, resigned w.e.f. 21st August, 2017 due to other personnel commitments.

Further, Mr. Nurani Venkitakrishnan Kailasam, Chief Executive Officer of the Company, resigned w.e.f. 8th January, 2018 due to personal reason.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Ms. Beauty Krishnamurari Singh (DIN: 03481024), is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offers herself for re-appointment. The said Director is not disqualified from being re-appointed as a Director of a Company as per the disclosure received from her pursuant to Section 164(2) of the Companies Act, 2013.

16. DECLARATION BY INDEPENDENT DIRECTORS

During the financial year under review, declarations were received from all Independent Directors of the Company that they satisfy the “criteria of Independence” as defined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the provisions of Section 149(6) of the Companies Act, 2013, the Schedules and Rules framed there under.

17. NUMBER OF BOARD MEETINGS

The Board of Directors met 7 (Seven) times during the financial year ended 31st March, 2018 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

Sr. No.

Date of meeting

Names of Directors as on the date of meeting

Directors Present

Directors Absent

1

24th May, 2017

1. Mr.Krishna Murari Singh

2. Ms.Beauty Krishnamurari Singh

3.Mr. Nurani Venkitakrishnan Kailasam

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

6.Mr. Venkatesh Shamanna Vastare

1. Krishna Murari Singh

2. Beauty Krishnamurari Singh

3.Mr. Nurani Venkitakrishnan Kailasam

4.Mr. M. V. Subramanian

1.Mr. Venkatesh Shamanna Vastare

2.Mr. Yugal K. C. Sikri

2

21st June, 2017

1. Mr.Krishna Murari Singh

2. Ms.Beauty Krishnamurari Singh

3.Mr. Nurani Venkitakrishnan Kailasam

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

6.Mr. Venkatesh Shamanna Vastare

1. Mr.Krishna Murari Singh

2.Mr. Nurani Venkitakrishnan Kailasam

3.Mr. Yugal K. C. Sikri

1.Mr. Venkatesh Shamanna Vastare

2.Mr. M. V. Subramanian

3. Ms.Beauty Krishnamurari Singh

3

13th July, 2017

1. Mr.Krishna Murari Singh

2. Ms.Beauty Krishnamurari Singh

3.Mr. Nurani Venkitakrishnan Kailasam

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

6.Mr. Venkatesh Shamanna Vastare

1. Mr.Krishna Murari Singh

2.Mr. Nurani Venkitakrishnan Kailasam

3.Mr. M. V. Subramanian

1.Mr. Venkatesh Shamanna Vastare

2.Mr. Yugal K. C. Sikri

3. Ms.Beauty Krishnamurari Singh

4

3rd August, 2017

1. Mr.Krishna Murari Singh

2. Ms.Beauty Krishnamurari Singh

3.Mr. Nurani Venkitakrishnan Kailasam

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

6.Mr. Venkatesh Shamanna Vastare

1. Mr.Krishna Murari Singh

2.Mr. Nurani Venkitakrishnan Kailasam

3.Mr. Yugal K. C. Sikri

4.Mr. M. V. Subramanian

5.Mr. Venkatesh Shamanna Vastare

1. Ms.Beauty Krishnamurari Singh

5

1st September, 2017

1. Mr.Krishna Murari Singh

2. Ms.Beauty Krishnamurari Singh

3.Mr. Nurani Venkitakrishnan Kailasam

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

6.Mr. Venkatesh Shamanna Vastare

1. Mr.Krishna Murari Singh

2.Mr. Nurani Venkitakrishnan Kailasam

3.Mr. Yugal K. C. Sikri

4.Mr. M. V. Subramanian

5.Mr. Venkatesh Shamanna Vastare

1. Ms.Beauty Krishnamurari Singh

6

10th November, 2017

1. Mr.Krishna Murari Singh

2. Ms.Beauty Krishnamurari Singh

3.Mr. Nurani Venkitakrishnan Kailasam

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

6.Mr. Venkatesh Shamanna Vastare

1. Mr.Krishna Murari Singh

2.Mr. Nurani Venkitakrishnan Kailasam

3.Mr. Yugal K. C. Sikri

4.Mr. M. V. Subramanian

1. Ms.Beauty Krishnamurari Singh

2.Mr. Venkatesh Shamanna Vastare

1. Mr.Krishna Murari Singh

1. Mr.Krishna Murari Singh

1.Mr. Venkatesh Shamanna Vastare

2. Ms.Beauty Krishnamurari

2. Ms.Beauty Krishnamurari

Singh

Singh

7

27th February,

3.Mr. Nurani Venkitakrishnan Kailasam

3.Mr. Nurani Venkitakrishnan Kailasam

2018

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

6.Mr. Venkatesh Shamanna Vastare

4.Mr. Yugal K. C. Sikri

5.Mr. M. V. Subramanian

18. AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 (“the Act”). The composition of the Audit Committee is in conformity with the provisions of the said section.

The scope and terms of reference of the Audit Committee have been framed in accordance with the Act and the Listing Agreement entered into with the Stock Exchange read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee was reconstituted vide a Circular Resolution passed on 16th June 2017. Mr. M. V. Subramanian (Non-Executive -Independent Director) was appointed as the Chairman of the Audit Committee w. e. f. 16th June, 2017, 2017. Mr. Krishna M. Singh (Executive Director) and Mr. Yugal Sikri (Non-Executive - Independent Director) are the other members of the Audit Committee.

Ms. Swati Arora, the Company Secretary of the Company acts as the Secretary of the Audit Committee.

During the year 2017-2018, 4 (Four) meetings of the Audit Committee were held on 21st June, 2017, 30th August, 2017, 10th November, 2017 and 27th February, 2018.

Sr. No.

Date of Board Meeting

Mr. M. V. Subramanian

Mr. Krishna M. Singh

Mr. Yugal Sikri

2.

21st June, 2017

N

Y

Y

3.

3rd August, 2017

Y

Y

Y

4.

10th November, 2017

Y

Y

Y

5.

27th February, 2018

Y

Y

Y

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Directors as constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Act.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Mr. Yugal Kishor Choturam Sikri (Non-Executive -Independent Director) was the Chairman of the Nomination and Remuneration Committee. Mr. Mundamuka V. Subramanian (Non-Executive -Independent Director) and Ms. Beauty Krishna Murari Singh (Non-Executive Director) are the other members of the Committee.

Ms. Swati Arora, the Company Secretary of the Company act as the Secretary of the Nomination and Remuneration Committee.

During the year 2017-2018, 4 (Four) meetings of the Nomination and Remuneration Committee were held on 24th May, 2017, 1st September, 2017, 10th November, 2017 & 27th February, 2018

Sr. No.

Date of Board Meeting

Mr. Yugal Kishor Choturam Sikri

Mr. Mundamuka V. Subramanian

Ms. Beauty Krishna Murari Singh

1.

24th May, 2017

N

Y

Y

2.

1st September, 2017

Y

Y

N

3.

10th November, 2017

Y

Y

N

4.

27th February, 2018

Y

Y

Y

The Remuneration Policy is attached as “Annexure III”

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to Section 178 (5) of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholder’s Relationship Committee.

Ms. Beauty Krishna Murari Singh (Non-Executive Director), is the Chairman of the Committee. Mr. Krishna Murari Singh (Executive) and Mr. Nirani Venkitkrishnan Kailasam (Executive), are the other members of the Committee.

Ms. Swati Arora, the Company Secretary of the Company acts as the Secretary of the Stakeholders’ Relationship Committee.

During the year 2017-18, there were no meeting schedules of Stakeholders Relationship Committee.

The other relevant details are as under:

A.

Number of complaints received from shareholders from 1st April 2017 to 31st March 2018

Nil

A.

Number of complaints resolved

Nil

A.

Number of complaints not solved to the satisfaction of shareholders which were subsequently resolved post March 31st, 2018

Nil

21. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, a listed Company and every such class of companies as prescribed thereunder are required to frame a Vigil Mechanism to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

The Company has established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of our Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism, and allows direct access to the chairperson of the audit committee in exceptional cases.

22. RISK MANAGEMENT POLICY

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company’s businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

23. ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

The Board has carried out an annual performance evaluation of its own performance, and of the Directors individually, as well as the evaluation of all the committees i.e. Audit, Nomination and Remuneration, Stakeholders Relationship, Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and as well as that of its Committees and individual directors, including the Chairman of the Board the exercise was carried out by feedback survey from each Directors covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting etc.

24. MANAGEMENT DISCUSSION & ANALYSIS

A separate report on Management Discussion & Analysis is appended to this Annual Report as an “Annexure IV” and forms part of this Directors’ Report.

25. AUDITORS

At the 6th Annual General Meeting held on 26th September, 2016, the Members approved appointment of M/s. Tolia & Associates, Chartered Accountants (Firm Registration No.110017W) to hold office for a period of Five Years commencing from the conclusion of that Annual General Meeting (subject to ratification of the appointment by the Members, at every Annual General Meeting) on such remuneration as may be fixed by the Board in consultation with M/s. Tolia & Associates, Chartered Accountants, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

However, on May 7th, 2018, Section 40 of the Companies Amendment Act, 2017 (amending Section 139 of the Companies Act, 2013) has been notified whereby ratification of Statutory Auditor’s appointment is not required at every Annual General Meeting.

26. AUDITORS REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended March 31st, 2018.

27. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company appointed M/s Makarand M. Joshi & Co., Practising Company Secretaries to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2018.

The Secretarial Audit Report is annexed herewith as “Annexure V”:

The replies to the comments of Secretarial Auditors in Auditors Report are as follows:

The Company has not filed Form MGT-14 for three resolutions passed in the Board Meeting held on September 1, 2017.

The Company failed to file the above mentioned forms due to inadvertence and to comply with the provisions of the Companies Act, 2013, the Company is in process to make an application to the concerned authority to condone the delay in filing of the form.

28. MAINTENANCE COST RECORDS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Company is not required to maintain Cost Records under said Rules.

29. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

30. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31st March, 2018, the Board of Directors hereby confirms that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The 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 profits of the Company for that period.

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on a going concern basis.

e) The Directors have laid down internal financial controls (as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

31. DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT, 2013

The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

32. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, is not applicable to Company for the financial year 2017-18.

33. DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT, 2013

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

34. DISCLOSURE UNDER SECTION 62(1)(B) OF THE COMPANIES ACT, 2013

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

35. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

36. POLICY ON SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to create and maintain an atmosphere in which employees can work together without fear of sexual harassment and exploitation. Every employee is made aware that the Company is strongly opposed to sexual harassment and that such behavior is prohibited both by law and the Company. During the year under review, there was no complaint of any sexual harassment at work place. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

37. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014 have been marked as “Annexure VI”.

38. APPRECIATION

Your Directors express their sincere thanks to all customers, vendors, investors, shareholders, bankers, consultant and advisors, for their continued support throughout the year. Your Directors also sincerely acknowledge the significant contribution made by all the employees through their dedicated service to the Company. Your Directors look forward to their continued support.

FOR GLOBALSPACE TECHNOLOGIES LIMITED

Sd/- Sd/-

KRISHNA MURARI SINGH NURANI VENKITAKRISHNAN KAILASAM

MANAGING DIRECTOR WHOLETIME DIRECTOR

DIN : 03160366 DIN : 06672569

Address : F/702, Hawre Panchwati Plaza, Address : Flat No. 8, 3rd Floor, Mumba Devi CHS.,

Plot no. 92-96, Sector-5, Ltd, St. Anthony Rd, Sai Nagar Colony,

Opp Police Station, Ghansoli, Chembur, Mumbai-400071

Navi Mumbai - 400701.

Date : August 4th, 2018

Place : Navi Mumbai

Director’s Report