Globalspace Technologies Ltd Directors Report.

To

The Members,

GlobalSpace Technologies Limited

Address : 605, 6th Floor, Rupa Solitaire Building,

Millennium Business Park,

Navi Mumbai 400710

Your Directors have pleasure in presenting the 9th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2019.

1. FINANCIAL STATEMENTS & RESULTS:

a. Financial Results (Standalone and Consolidated)

The Companys performance during the year ended 31st March, 2019 as compared to the previous financial year, is summarized below:

Particulars For the financial year ended 31st March, 2019 For the financial year ended 31st March, 2018
(Amount in Rupees) (Amount in Rupees)
Income 15,51,20,275/- 29,32,59,341/-
Less: Expenses 13,51,59,497/- 25,93,72,447/-
Profit/ (Loss) before tax 1,99,60,778/- 3,38,86,894/-
Less: Provision for tax Nil Nil
Current Tax 41,09,000/- 80,50,000/-
Deferred Tax (37,39,831/-) 3,43,630/-
Income Tax of earlier years w/off 80,99,510/- 3,43,630/-
Exception Income Nil Nil
Exception expenditure Nil Nil
Profit after Tax 1,14,92,099/- 2,32,13,212/-

Consolidated Balance Sheet :

Particulars For the financial year ended 31st March, 2019 For the financial year ended 31st March, 2018
(Amount in Rupees) (Amount in Rupees)
Income 15,51,20,000/- Nil
Less: Expenses 13,51,59,497/- Nil
Profit/ (Loss) before tax 1,99,60,778/- Nil
Less: Provision for tax Nil Nil
Current Tax 41,09,000/- Nil
Deferred Tax (37,39,831/-) Nil
Income Tax of earlier years w/off 80,99,510/- Nil
Exception Income Nil Nil
Exception expenditure Nil Nil
Profit after Tax 1,14,92,099/- Nil
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 1,14,92,099/- 2,32,13,211/-

b. OPERATIONS :

During the year under review, the Company has reported a Profit of Rs. 11,492,099/- as compared to a profit of Rs. 23,213,212/- .

The Company reported Profit before Tax at Rs. 19,960,778/- as against Rs. 33,886,894/-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.

c. DIVIDEND:

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

d. UNPAID DIVIDEND & IEPF:

The Company has not transferred any amount to the Investor Education & Protection Fund (IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.

e. TRANSFER TO RESERVES:

The Company has not transferred any amount to General Reserve.

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

The performance and financial position / salient features of the financial statement of each of the subsidiaries, associates and joint venture companies for the year ended 31st March 2019, and also the details of companies which have become or ceased as subsidiary, associates and joint ventures, during the year under review, if applicable, is given in Form AOC-1 and is attached and marked as Annexure I and forms part of this Report.

g. 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.

h. LOANS FROM DIRECTORS OR DIRECTORS RELATIVES:

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 2018-19 (in Rupees)
Beauty Krishnamurari Singh 200,000/-

i. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES :

The details of transactions/contracts/arrangements referred to in Section 188(1) of Companies act 2013 entered 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 arms length basis, the same are furnished in Form AOC-2 and is attached as Annexure A and forms part of this report.

j. 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 III which forms part of this Report.

k. 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 2019 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report. Further the Company has placed its Annual Return as at 31st March 2019), referred to in Section 92(3) in MGT-7 format on the below mentioned web-address:- www.globalspace.in

l. PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES :

• The Company has made investments in Miljon Medi App LLP amounting to Rs. 70,800 (Rupees Seventy thousand and Eight Hundred only/-).

• Pursuant to the acquisition of shares of Makebot Robotic Solutions Private Limited by the Company on 09th Jan 2019, the shareholding in the said Company is 90%.

m. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013 :

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

n. 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.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL :

a. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

i. Resignation

Mr. Yugal Sikri resigned as Independent Director of the Company with effect from 28th February, 2019 due to Pre-Occupation.

ii. Retirement by rotation

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

Mr. Nurani Venkitakrishnan Kailasam, retires at the ensuing Annual General Meeting under section 152 (6) of Companies Act, 2013.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section 149(6) of the Companies Act, 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES :

a. BOARD MEETINGS

The Board of Directors met 5 times during the financial year ended 31st March 2019 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The Company has complied with the applicable Secretarial Standards in respect of all the above Board meetings.

Date Of meeting Names of Directors as on the date of meeting Directors Present Directors Absent
1 29th May, 2018 1. Mr. Krishna Murari Singh 1. Mr.Krishna Murari Singh 1. Mr.Yugal K. C. Sikri
2. Ms. Beauty Krisnamurari Singh 2. Mr.Nurani Venkitakrishnan Kailasam 2. Ms.Beauty Krishnamurari Singh
3. Mr. Nurani Venkitakrishnan Kailasam 3. Mr.M. V. Subramanian
4. Mr. Yugal K. C. Sikri 4. Mr. Venkatesh Shamanna Vastare
5. Mr. M. V. Subramanian
6. Mr. Venkatesh Shamanna Vastare
2 4th August, 2018 1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh 1. Ms. Beauty Krishnamurari Singh
2. Ms. Beauty Krisnamurari Singh 2. Mr. Nurani Venkitakrishnan Kailasam
3. Mr. Nurani Venkitakrishnan Kailasam 3. Mr. Yugal K. C. Sikri
4. Mr. Yugal K. C. Sikri 4. Mr. M. V. Subramanian
5. Mr. M. V. Subramanian 5. Mr. Venkatesh Shamanna Vastare
6. Mr. Venkatesh Shamanna Vastare
3 12th November, 2018 1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh 1. Ms.Beauty Krishnamurari Singh
2. Ms. Beauty Krisnamurari Singh 2. Mr. Nurani Venkitakrishnan Kailasam
3. Mr. Nurani Venkitakrishnan Kailasam 3. Mr. Yugal K. C. Sikri
4. Mr. Yugal K. C. Sikri 4. Mr. M. V. Subramanian
5. Mr. M. V. Subramanian 5. Mr. Venkatesh Shamanna Vastare
6. Mr. Venkatesh Shamanna Vastare
4 9th January,2019 1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh Nil
2. Ms. Beauty Krisnamurari Singh 2. Ms. Beauty Krisnamurari Singh
3. Mr. Nurani Venkitakrishnan Kailasam 3. Mr. Nurani Venkitakrishnan Kailasam
4. Mr. Yugal K. C. Sikri 4. Mr. Yugal K. C. Sikri
5. Mr. M. V. Subramanian 5. Mr. M. V. Subramanian
6. Mr. Venkatesh Shamanna Vastare 6. Mr. Venkatesh Shamanna Vastare
5 27th March, 2019 1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh 1. Mr. Nurani Venkitakrishnan Kailasam
2. Ms. Beauty Krisnamurari Singh 2. Ms. Beauty Krisnamurari Singh
3. Mr. Nurani Venkitakrishnan Kailasam 3. Mr. Yugal K. C. Sikri
4. Mr. Yugal K. C. Sikri 4. Mr. M. V. Subramanian
5. Mr. M. V. Subramanian 5. Mr. Venkatesh Shamanna Vastare
6. Mr. Venkatesh Shamanna Vastare

b. AUDIT COMMITTEE

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013.

Mr. Yugal Sikri resigned as Independent Director of the Company with effect from 28th February, 2019 due to Pre-Occupation which leads to the reconstitution of the Audit Committee as enunciated below:

Mr. M. V. Subramanian Chairman
Mr. Venkatesh S. Vastare Member
Mr. Krishna Murari Singh Member

The Audit Committee met 4 times during the financial year ended 31st March 2019.

Date Of meeting Names of Directors as on the date of meeting Directors Present Directors Absent
1 29th May, 2018 1. M.V.Subramanian 1. M.V.Subramanian Yugal Sikri
2. Krishna Murari Singh 2. Krishna Murari Singh
3. Yugal Sikri
2 12th November, 1. M.V.Subramanian 1. M.V.Subramanian NA
2018 2. Krishna Murari Singh 2. Krishna Murari Singh
3. Yugal Sikri 3. Yugal Sikri
3 9th January, 2019 1. M.V.Subramanian 1. M.V.Subramanian NA
2. Krishna Murari Singh 2. Krishna Murari Singh
3. Yugal Sikri 3. Yugal Sikri
4 27th March, 2019 1. M.V.Subramanian 1. M.V.Subramanian NA
2. Krishna Murari Singh 2. Krishna Murari Singh

c. 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.

Mr. Yugal Sikri resigned as Independent Director of the Company with effect from 28th February, 2019 due to Pre-Occupation which leads to the reconstitution of this Committee as enunciated below:

Mr. Venkatesh S. Vastare Chairman
Mr. M. V. Subramanian Member
Mr. Krishna Murari Singh Member

The Nomination & Remuneration Committee met 2 times during the financial year ended 31st March 2019.

Sr. No. Date Of meeting Names of Directors as on the date of meeting Directors Present Directors Absent
1 4th August, 2018 1. Yugal Sikri 1. Yugal Sikri Beauty Singh
2. M.V. Subramanian 2. M.V. Subramanian
3. Beauty Singh
2 27th March, 2019 1. M.V.Subramanian 1. M.V.Subramanian NA
2. Beauty Singh 2. Beauty Singh

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.

Major criteria / gist defined in the policy framed for appointment of and payment of remuneration to the Directors of the Company, are as under

Minimum Qualification

Positive Attributes

Independence

Experience

The salient features of the Remuneration Policy and changes therein are attached as Annexure IV and the Remuneration Policy is available on Companys website and can be accessed in the link provided herein below: www.globalspace.in

d. STAKEHOLDERS RELATIONSHIP COMMITTEE :

During the year under review, pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has constituted the Stakeholders Relationship Committee, comprising of

Mrs. Beauty Krishnamurari Singh Chairman
Mr. Krishna Murari Singh Member
Mr. Nurani Venkitakrishnan Kailasam Member

Mrs. Beauty Krishnamurari Singh has been appointed the Chairman of the Stakeholders Relationship Committee. The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.

During the year 2018-19, there were no meeting schedules of Stakeholders Relationship Committee.

e. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES :

[applicable only if the Company has borrowed money from banks and public financial institutions in excess of Rs. 50 crores]

The Board of Directors of the Company has, 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, framed "Vigil Mechanism Policy" for Directors and employees of the Company 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 employees of the Company have the right/option to report their concern/grievance to the Chairman of the Board of Directors.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.

f. 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 Companys 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.

g. 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. The 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.

4. AUDITORS AND REPORTS :

The matters related to Auditors and their Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2019 :

The observations / qualifications / disclaimers made by the Statutory Auditors in their report for the financial year ended 31st March 2019 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31ST MARCH 2019 [only if debentures are listed OR the unlisted public company has paid up capital of Rs. 50 crores or more as on 31.03.2019 or the unlisted public company has turnover of Rs. 250 crores or more during the financial year 2018-19] :

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s Makarand M. Joshi & Co, had been appointed to issue Secretarial Audit Report for the financial year 2018-19.

The Secretarial Audit Report issued by M/s Makarand M. Joshi & Co, Practising Company Secretaries in Form MR-3 for the financial year 2018-19 forms part to this report as Annexure VI The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

c. STATUTORY AUDITORS :

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Tolia & Associates, Chartered Accountants, was appointed as the Statutory auditors of the Company for the period of 5 years from the conclusion of the AGM held on 26th September 2016 till the conclusion of ensuing AGM to be held in the F.Y. 2021-22, subject to the ratification of the said appointment at every AGM. The Board after confirming their eligibility hereby recommends the ratification of M/s. Tolia & Associates, Chartered Accountants, as the Statutory Auditors of the Company.

d. MAINTENANCE OF 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.

e. REPORTING OF FRAUDS BY STATUTORY AUDITORS UNDER SECTION 143(12) :

There were no incidences of reporting of frauds by Statutory Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts) Rules, 2014.

5. OTHER DISCLOSURES :

Other disclosures as per provisions of Section 134 of the Act read with Companies (Accounts) Rules, 2014 are furnished as under:

a. 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 Companys operations in future.

b. 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, 2019, the Board of Directors hereby confirms that :

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

ii. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2019 and of the profit/loss of the Company for that year;

iii. proper and sufficient care was taken 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;

iv. the annual accounts of the Company have been prepared on a going concern basis;

v. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;

c. DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE :

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.

Under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 the company has received Complaints which are enunciated below:

Sr. No. Number of Complaints received Date of receipt of Complaints
1. 01 29th March 2019

d. 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.

e. 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.

f. 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.

g. 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.

6. ACKNOWLEDGEMENTS AND APPRECIATION :

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/ associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company.

For and on behalf of the

GlobalSpace Technologies Limited,

Sd/-

Krishna Murari Singh

Managing Director

DIN : 03160366

Address : F/702, Hawre Panchwati Plaza,

Plot no. 92-96, Sector-5,

Opp Police Station, Ghansoli,

Navi Mumbai - 400701.

Sd/-

Beauty Krishnamurari Singh

Director

DIN : 03481024

Address : F/702, Hawre Panchwati Plaza,

Plot no. 92-96, Sector-5,

Opp Police Station, Ghansoli,

Navi Mumbai - 400701.

Date : 03 September, 2019

Place : Navi Mumbai