Spacenet Enterprises India Ltd Directors Report.

TO THE MEMBERS OF

SPACENET ENTERPRISES INDIA LIMITED

Your Directors have pleasure in presenting the Ninth Annual Report together with the Audited Accounts for the year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS:

Particulars For the Year ended 31st March, 2019 For the Year ended 31st March, 2018
Revenue
Income from operations 53,41,920 6,318
Other income 10,60,867 35,29,040
Total revenue 64,02,787 35,35,358
Expenses
Operating expenses 53,35,363 -
Employee benefits expense 2,12,723 12,36,141
Finance costs - -
Depreciation and amortisation expense 69,560 1,09,317
Other expenses 11,06,607 14,00,688
Total expenses 67,24,253 27,46,146
Profit / (Loss) before extraordinary items and tax (3,21,466) 7,89,212
Extraordinary items - -
Profit / (Loss) before tax (3,21,466) 7,89,212
Tax expense
- Current tax - -
- Deferred tax - -
Profit / (Loss) after tax (3,21,466) 7,89,212
Other Comprehensive Income / (Loss) (OCI)
Items that will not be reclassified to profit or loss in subsequent periods:
Other Comprehensive Income / (Loss) for the period net of tax - -
Total Comprehensive Income for the period, net tax (3,21,466) 7,89,212
Paid up equity share capital (face value of ? 1/-each)
Earnings per share - par value ? 1 per share Basic (0.01) 0.02
Diluted (0.01) 0.02

REVIEW OF OPERATIONS:

For the financial year ended March31,2019, your Company had reported total income of64.02 lakhs as against 35.35 lakhs during the previous financial year. The Company incurred a Net Loss of 3.21 lakhs as against Net Profit of Rs. 7.89 lakhs during the previous financial year.

Your company has plans for Scheme of Arrangement with Kling Enterprises India Limited (Demerged company) for the acquisition of Commoodity Trading Division of the demerged company. The same is under process for regulatory and other authorities approval at present.

DIVIDEND:

Due to lack of profits the company has not declared any dividend.

BORROWINGS:

Please Refer Note No. 2.8 of the notes on accounts (Financial statements) indebtedness in this Report.

DIRECTORS:

InaccordancewithSections149,150,152&otherapplicableprovisionsifany,oftheCompanies Act,2013Mr.GaddiLinga Murthy (DIN:02605861) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Gaddi Linga Murthy, Mr. Vasudeva Rao Maraka, had been appointed as on Additional Executive Directors and Mr. Avinash Karingam has been appointed as an Additional Whole time Director by the Board of Directrors of the company effective from 23rd May, 2019 are proposed as Executive Directors and Whole time Director of the Company respectively. The Board of Directors recommends there appointments at the ensuring Annual General Meeting.

Mr. Chukka Siva Satya Srinivas, who was appointed as an Additional Independent Director by the Board of Directors of the company is proposed as an Independent Director of the Company for a period of 5 years. The Board of Directors recommends his appointment at the ensuring Annual General Meeting.

Mrs. Chukka Lakshmi has been appointed as Additional Non Executive Woman Director of the Comapny effect from November 14th, 2018 is proposed as a Non Executive Woman Director of the Company. The Board of Directors recommends her appointment at the ensuring Annual General Meeting.

During the year Mrs. Padmavathi Renduchintala, Non-Executive Woman Director, Mr. Seetarama Rao Atluri, Mr. Narsimha Rao Guntur, Mr. Venkat Krishnayya Nekkanti, an Independent Directors, Mr. Tammineedi Venkateswara Rao, an Executive Director cum CFO, Mr. Srinivasa Rao Tatipaka, a Whole time Director have resigned and the Board kept on record the valuable services rendered by them during their tenure.

AUDITORS:

Statutory Auditors:

Pursuant to the provision of section 139 and other applicable provision, if any, of the Company Act, 2013 read with Rule made there under, The statutory Auditors, M/s Navitha and associates, chartered Accountants, has been appointed as the statutory Auditors at the last Annual General Meeting for a period of three (3) years till the conclusion of 10th Annual general Meeting in the calendar year of 2020. As per the companies Amendment Act 2017, Ratification by members is not required and hence only the in formation with regard to continuity of auditor is mentioned.

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 Kota & Associates, Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as Annexure 1.

Internal Auditors

M/s. Gorantla & Co., Chartered Accountants perform the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

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.spacenetent.com

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 34(3) and 53(f) of the SEBI (LODR) Regulations 2015. All material related party transactions that were entered into during the financial year were on an arms 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 Companys 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 the Companies Act, 2013 and read with Rules made there-under and as such the statement as required under the Companies Act, 2013 is not applicable.

LISTING OF SHARES

The shares of the company are listed on National Stock Exchange. The listing fee for the year 201920 has already been paid to the NSE.

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, KMP s and designated employees of the company. The code requires pre-clearance for dealing in the companys 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.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES

Your Company has always believed in providing a safe and harassment free workplace for every women employee working with your Company. Your Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

Your Company has a zero tolerance for sexual harassment at workplace and, therefore. Has in place a policy on prevention of sexual harassment at workplace. The said policy is in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The policy aims at prevention of harassment of women at workplace and lays down the guidelines for identification reporting and prevention of sexual harassment. There is an internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

The Company has not received any complaint of sexual harassment at workplace during the year under review.

CORPORATE GOVERNANCE:

In accordance with SEBI (LODR) Regulations 2015 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

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been, over the years, pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere philanthropic gestures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

DIRECTORS RESPONSIBILITY STATEMENT

In compliance to the provisions of Section 134(3) of the Companies Act, 2013, your Directors confirm that:

• in the preparation of the Annual Accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

• 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 or loss of the company for that period;

• 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;

• the directors have prepared the annual accounts on a going concern basis;

• the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

• the directors have 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 company has no activities relating to Conservation of Energy, Technology Absorption. Foreign Exchange earnings and Outgo during the year under review, as given below:

Foreign Exchange Earnings and Outgo:

Particulars

For the Year ended March 31

2019 2018
Foreign Exchange Earnings - -
Foreign Exchange outgo - -

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 thanks 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 our Bankers, State and Central Government agencies for their timely support, co-operation and valuable guidance.

For and on behalf of the Board
For SPACENET ENTERPRISES INDIA LIMITED
GaddiLinga Murthy
Place : Hyderabad Executive Director
Date : 28th August, 2019 (DIN No.02605861)