Spacenet Enterprises India Ltd Directors Report.

To The Members of

SPACENET ENTERPRISES INDIA LIMITED

Your Directors have pleasure in presenting the Eighth Annual Report together with the Audited Accounts for the year ended 31 st March, 2018.

Financial Highlights: (In Lakhs)

Particulars

Consolidated

For the Year ended March 31st 2018 For the Year ended March 31st 2017
Revenue:
Revenue from Operations 50.25 145.42
Other income 560.64 27.35
Total Revenue 610.89 172.77
EXPENDITURE:
Operating Expenses 1.05 32.46
Employee benefits expense 61.08 180.25
Finance costs 22.10 23.71
Depreciation expense 2.00 8.09
Other expenses 31.33 275.61
Total 117.56 520.12
Profit/(Loss) Before Extraordinary items and Tax 49333 (34735)
Extraordinary items - -
Profit/(Loss) After Extraordinary items 493.33 (34735)
Less: Tax Expense 2.64
Profit/(Loss) After Tax and before extra ordinary items 49333 (349.99)
Extraordinary items - -
Net Profit /(loss) after Extra-ordinary items 49333 (349.99)
Other Comprehensive Income
a) Item that will not be classified to profit or loss: - -
b) Items that will be classified to profit or loss: (1.91) 36.32
Total comprehensive income for the year 491.42 (313.67)
Earnings per share (Before Extra-Ordinary Items)
- Basic 1.01 (0.71)
-Diluted 1.01 (0.71)
Earnings / (Loss) per share (After Extra-Ordinary Items)
-Basic 1.01 (0.71)
- Diluted 1.01 (0.71)

REVIEW OF OPERATIONS:

For the financial year ended March 31,2018, your Company had reported total income of ?50.25 lakhs as against ? 145.42 lakhs during the previous financial year on consolidated basis. The Company incurred a consolidated Net Profit of ?493.33 lakhs as against net loss of (?349.99) lakhs during the previous financial year.

DIVIDEND:

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

BORROWINGS:

Please Refer Note No. 2.4 of the notes on accounts (Financial statements) indebtedness in this Report.

DIRECTORS:

In accordance with Sections 149,150,152 & other applicable provisions if any, of the Companies Act, 2013 Mr. Srinivasa Rao Tatipaka (DIN: 02449906) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. No change in the composition of the board.

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 of2020. As per the companies Amendment Act 2017, Ratification by members is not required and hence only the information with regard to continuity of auditor is mentioned.

SecretarialAuditors

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 PARTYTRANSACTIONS:

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 BYTHE 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.

SUBSIDIARIES

During the year Social Media India Limited & Adgog UK Limited which are subsidiaries of the company were sold out with effect from 23.3.2018. the details of the other subsidiaries are as per AOC-1 attached herewith.

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 2018- 19 has already been paid to the NSE.

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)0 of the Companies Act, 2013, your Directors confirm that:

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

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 or loss 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 to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. 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

2018 2017
Foreign Exchange Earnings - 74.41
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 “Annexure2”.

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
Srinivasa Rao Tatipaka
Place : Hyderabad Whole Time Director & CEO
Date : 28th August, 2018 (DIN No. 02449906)