To
The Members,
Globalspace Technologies Limited
Address: 605, 6th Floor, Rupa Solitaire Building, Millennium Business
Park, Navi Mumbai-400710, Maharashtra, India.
Your directors take pleasure in presenting the 15th Annual Report of the
Company together with the Audited Statement of Accounts for the year ended March 31, 2025.
- FINANCIAL SUMMARY & OPERATIONAL HIGHLIGHTS:
The Company's performance during the year ended March 31, 2025, as
compared to the previous financial year, is summarized below:
(Amount in Lakhs)
Particulars |
Standalone
|
Consolidated
|
2024-2025 |
2023-2024 |
2024-2025 |
2023-2024
|
Income |
2,933.03 |
2,917.20 |
4309.17 |
Not Applicable
|
Less: Expenses |
2878.83 |
2,912.77 |
4276.00 |
Profit / (Loss)
before Tax |
(221.46) |
(381.23) |
(242.48) |
Less: Provision
for Tax |
(37.75) |
(28.13) |
(42.57) |
Current Tax |
- |
- |
2.59 |
Deferred Tax |
(37.75) |
(28.13) |
(45.15) |
Income Tax of
earlier years w/off |
Nil |
Nil |
Nil |
Exceptional
Income |
Nil |
Nil |
Nil |
Exceptional
Expenditure |
Nil |
Nil |
Nil |
Profit After
Tax |
(183.71) |
(353.11) |
(199.92) |
Total
Comprehensive Income |
(190.12) |
(352.59) |
(214.48) |
APPROPRIATION:
Interim
Dividend |
Nil |
Final Dividend |
Nil |
Tax on
distribution of dividend |
Nil |
Transfer of
General Reserve |
Nil |
Balance
carried to Balance sheet |
(190.12) |
- Company's Performance Review:
During the Financial Year ended March 31, 2025, the Company's
total Revenue from operations is INR 2,932.48 Lakhs as against INR 2904.80 Lakhs in the
corresponding previous Financial Year ended March 31, 2024.
The Profit/(Loss) after tax for the Financial Year ended March 31,
2025, is INR (183.71 Lakhs) as against Profit of INR (353.11 Lakhs) in the corresponding
previous Financial Year ended March 31, 2024.
- Operations and change in nature of business, if any:
The Company continues to be engaged in the activities pertaining to
Information Technology and
Communication industry, including providing customized software solutions
and other support services to enterprises.
The Company's business activity is that of providing technology
enabled business enhancement solutions. There was no change in the nature of the business
of the Company during the year under review.
During the financial year under review, there has been no change
in the Authorized, Issued, Subscribed, and Paid-up Share Capital of the Company.
As of March 31, 2025, the Authorized Share Capital of the Company is INR
35,00,00,000/- divided into 3,50,00,000/- equity shares of INR 10/- each.
Further, the Issued, Subscribed, and Paid-up Share Capital of the Company
as of March 31, 2025, is INR 34,36,98,030/- divided into 3,43,69,803/- equity shares of
INR 10/- each.
Owing to loss during the year under review, your directors have
thought it prudent not to recommend any dividend for the financial year 2024-2025.
- Unpaid Dividend and IEPF:
During the year under review, neither the Company was liable
to, nor the Company has transferred any amount or shares to the Investor Education &
Protection Fund (IEPF) and an amount of INR. 28,722.80/ is lying in Unpaid dividend A/c of
the Company.
The Company has not transferred any amount to General Reserve
Account during the financial year under review.
- Report on performance of Subsidiaries, Associates and Joint Venture:
During the year under review, the Company has 2 Subsidiary Company.
Further the Company did not have any associate and joint venture Company
The Details of the Subsidiaries are given below:
SUBSIDIARY COMPANIES:
- Innopharm Healthcare Private Limited (CIN: U74999MH2015PTC267088), is a Private Limited
Company incorporated on 03/08/2015. The authorized Share Capital of the Company is INR
10,00,000/- divided into 1,00,000 equity shares of INR 10/- each.
Issued, Subscribed, and Paid-up Share Capital of the Company INR
10,00,000/- divided into 1,00,000 equity shares of INR 10/- each.
The Company has a 51 % equity stake in Innopharm Healthcare Private
Limited and has thus become a subsidiary of the Company under Section 2(87) of the
Companies Act, 2013.
- Miljon Medi App Private Limited (CIN: U46497MH2025PTC444146), being converted from LLP
into Private Limited Company w.e.f March 29, 2025 in which the Company was holding an
investment. Consequent to such conversion, M/s Miljon Medi App Private Limited has become
subsidiary of the Company in accordance with applicable provisions of the Companies Act,
2013.
The authorized Share Capital of the Company is INR 100,000/- divided into
10,000 equity shares
of INR 10/- each.
Issued, Subscribed, and Paid-up Share Capital of the Company INR 100,000/-
divided into 10,000 equity shares of INR 10/- each.
The Company has a 95 % equity stake in Miljon Medi App Private Limited and
has thus become a subsidiary of the Company under Section 2(87) of the Companies Act,
2013.
Further, a statement containing salient features of the financial
statements of the Company's subsidiaries as required in Form AOC 1 is appended as Annexure
I to this Report.
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 details relating to deposits
covered under Chapter V of the Act or the details of deposits that are not in compliance
with Chapter V of the Act is not applicable.
- Loan from Directors or Director's Relative:
During the year under review company has not taken loans from
Directors or Director's Relative.
- Corporate Social responsibility (‘CSR'):
During the financial year 2024-2025, the provisions of Secon
135 of the Companies Act, 2013 were not applicable to the Company i.e., the Company was
not liable to / obligated to spent the amount towards CSR for the period under review and
hence disclosures related to the same are not applicable.
- Particulars of Contracts or Arrangements with Related Parties:
All the related party transactions/contracts/arrangements that were
entered into by the Company during the year under review were on an arm's length
basis and were in compliance with the applicable provisions of the Act and the Listing
Regulations.
There are no materially significant related party transactions entered
into by the Company with its Promoters, Directors, KMP's, or Senior Management
Personnel that may have a potential conflict with the interest of the Company at large.
All related party transactions as required under AS-18 are reported in
the notes to the financial statement of the Company.
All related party transactions were placed before the Audit Committee
for its approval and noting on a quarterly basis. Prior omnibus approval of the Audit
Committee is obtained for the transactions which are foreseen and of a repetitive nature.
The Company has also adopted a related party transaction policy.
The policy was approved by the Board and the same was uploaded on the
company's website at https://www.globalspace.in/uploads/Policies/RPT_POLICY.pdf
- Conservation of energy, technology absorption and foreign exchange earnings outgo:
The particulars as required under the provisions of Section
134(3) (m) of the Companies Act, 2013 read along with Rule 8 of the Companies (Accounts)
Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange
earnings and outgo etc. are as mentioned below:
A) Conservation of energy:
Steps
taken or impact on conservation of energy. |
The
operations of the Company do not involve high energy consumption. However, the Company has
for many years now been laying great emphasis on the Conservation of Energy and has taken
several measures including
regular monitoring of consumption, implementation of viable energy
saving proposals, improved maintenance of systems etc. |
Steps
taken by the company for utilizing alternate sources of energy. |
None |
Capital
investment on energy conservation Equipment's |
Nil |
Efforts made
towards technology absorption |
None |
Benefits
derived like product improvement, cost reduction, product development or import
substitution |
In case of
imported technology (imported during the last three years reckoned from the beginning of
the financial year): |
- Details of technology imported
|
None |
|
|
Not Applicable |
- Whether the technology has been fully absorbed
|
Not Applicable |
- If not fully absorbed, areas where absorption has not taken place, and the reasons
thereof
|
Not Applicable |
Expenditure
incurred on Research and Development |
Nil |
- Foreign exchange earnings and Outgo:
|
April 01,
2024, to
March 31, 2025
[2024-2025] |
April 01,
2023, to March 31, 2024
[2023-2024] |
Amount in
INR |
Amount in
INR |
Actual
Foreign Exchange earnings |
NIL |
NIL |
Actual
Foreign Exchange outgo |
NIL |
NIL |
Pursuant to the provisions of Section 92(3) read with Section
134(3)(a) of Companies Act, 2013, the Annual Return as on March 31, 2025, is available on
Company's website at https://www.globalspace.in/investors.php
- Particulars of Loans granted, Guarantees given, or Investments made, or security
provided under
Section 186 of the Companies Act, 2013:
Details of Loans granted, Guarantees given, and Investments made
during the year under review, covered under the provisions of Section 186 of the Act, are
given in Note to the standalone financial statements in the Annual Report.
- Disclosure under Section 134(3)(i) of the Companies Act, 2013:
There are no material changes or commitments affecting the financial
position of the Company, subsequent to the close of the Financial Year 2024-2025 till the
date of this Report.
- Internal Financial Control Systems and their adequacy:
The Company has its internal financial control systems
commensurate with the size and complexity of its operations, to ensure proper recording of
financials and monitoring of operational effectiveness and compliance of various
regulatory and statutory requirements. The management regularly monitors the safeguarding
of its assets, prevention and detection of frauds and errors, accuracy and completeness of
the accounting records including timely preparation of reliable financial information.
The internal auditor consults and reviews the effectiveness and
efficiency of the internal financial control systems and procedure to ensure that all the
assets are protected against loss and that the financial and operational information is
accurate and complete in all respects. Significant audit observations and corrective
actions thereon are presented to the Audit Committee of the Company.
- Details of Utilization of funds raised through Preferential Allotment or Qualified
Institutions
Placement as Specified under Regulation 32(7A) :
During the year under review the Company has not raised any funds
through preferential allotment or Qualified Institution Placements or any other means.
- MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
- Board of Directors & Key Managerial Personnel (KMP):
There are no appointments of Directors or KMPs during the
Financial Year ended March 31, 2025.
However, after the end of Financial Year 2024-2025, Company has appointed
Mr. Pulkit K Chowdhary (DIN: 11198535) appointed as an Additional Independent Director of
the company w.e.f August 12, 2025.
- Details of the Directors and KMP's resigned during the year:
There were 1 resignation of Directors or KMPs during the Financial
Year under review:
- Mr. Amit Verma, (DIN: 07046152) Executive Director of the Company , resigned w.e.f.
April 02, 2024.
However, after the end of Financial Year 2024-25, Mrs. Asha Sampath,
(DIN: 02160962) Independent Director of the Company, resigned w.e.f. August 07, 2025.
Further, the composition of the Board of Directors is in due compliance
of the Companies Act, 2013 (the ‘Act') and SEBI Listing Regulations.
As of March 31, 2025, the Board of the Company comprises of 5 Directors
out of which 1 is Managing Director, 1 is Non-Executive Director Non-Independent Director,
and 3 are Independent Directors which are provided below:
Sr. No. |
Name of
Directors & KMP's |
Designation |
DIN/PAN |
1. |
Mr. Krishna
Murari Singh |
Chairman and
Managing Director |
03160366 |
2. |
Mrs. Beauty
Krishnamurari Singh |
Non-Executive
Director Non- Independent Director |
03481024 |
4. |
Mr. Girish
Kasaragode Mallya |
Independent
Director |
09533336 |
5. |
Mrs. Asha
Sampath* |
Independent
Director |
02160962 |
6. |
Ms. Lucky
Bansal |
Independent
Director |
09298816 |
7. |
Ms. Ankita
Omprakash Kyal |
Company
Secretary & Compliance Officer |
AVXPK1852A |
8. |
Mr. Rajesh
Vishwanath Chorasia |
Chief Financial
Officer |
ADBPC0955C |
* Resigned w.e.f. August 07, 2025
In accordance with the provisions of the Act, none of the
Independent Directors are liable to retire by rotation.
A proposal for re-appointment of Mr. Krishna Murari Singh, the Managing
Director the retiring director of the Company shall be placed before the shareholders of
the Company at the ensuing Annual General Meeting as per the provisions of Section 152(6)
of the Companies Act, 2013 read with the Companies (Appointment and Qualification of
Directors) Rules, 2014.
Your directors recommend their approval.
- Declaration by Independent Directors:
The Company has duly complied with the definition of
‘Independence' according to the provisions of Section 149(6) of, read along with
Schedule IV to the Companies Act, 2013 i.e., Code of Independent Directors and Regulation
16 (1) (b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations 2015 (as amended).
All the Independent Director/s have submitted a declaration that he/she
meets the criteria of independence and submits the declaration regarding the status of
holding other directorship and membership as provided under law.
The Independent Directors have also confirmed that they have complied
with the Company's code of conduct for Board and Senior Management as per Regulation
26(3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
The Independent Directors affirmed that none of them were aware of any
circumstance or situation which could impair their ability to discharge their duties in an
independent manner.
- Evaluation by Independent Director
In a separate meeting of Independent Directors held on February
11, 2025, performance of non- independent directors, performance of the Board as a whole
and performance of the Chairman was evaluated, considering the views of executive
director.
- Disqualification of Directors:
During the financial year 2024-2025 under review, the Company has
received Form DIR-8 from all Directors as required under the provisions of Section 164(2)
of the Companies Act, 2013 read with Companies (Appointment and Qualification of
Directors) Rules, 2014.
Further the Company has also taken a certificate of non-disqualificaon
of directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI
(Listing Obligation and Disclosure Requirements) Regulation, 2015) which is enclosed with
the annual report.
- DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES
During the year under review the Board of Directors met 7 times at
their meeting held on May 04, 2024; May 28, 2024; May 30, 2024; August 12, 2024; November
14, 2024; December 09, 2024; February 11,
2025;
Gap between two Board meetings during the year under review did not exceed
one hundred and twenty days. A requisite quorum was present for all the meetings.
The attendance of the Board members at the Board meetings held during the
year is as follows:
Name of the
Directors |
Designation |
No. of
Meetings held |
No. of
Meetings Attended |
Mr. Krishna
Murari Singh |
Managing
Director |
7 |
7 |
Mrs. Beauty
Krishnamurari Singh |
Non-Executive
Director |
7 |
3 |
Mrs. Asha
Sampath* |
Non-Executive
Independent
Director |
7 |
7 |
Ms. Lucky
Bansal |
Non-Executive
Independent Director |
7 |
7 |
Mr. Girish
Kasaragode Mallya |
Non-Executive
Independent Director |
7 |
7 |
* Mrs. Asha Sampath resigned w.e.f August 07, 2025
The Audit Committee of Board of Directors is constituted pursuant
to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of
Securities Exchange and Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015. The composition of the Audit Committee is in conformity with the
provisions of the said section and Regulation and there was no change in the composition
of the audit committee during the financial year under review.
The Audit Committee Comprises of:
Name of
Members |
Designation |
Mr. Girish
Kasaragode Mallya |
Non-Executive
Independent Director (Chairperson) |
Mr. Krishna
Murari Singh |
Managing
Director (Member) |
Mrs. Asha
Sampath* |
Non-Executive
Independent Director (Member) |
* Mrs. Asha Sampath resigned w.e.f August 07, 2025
All members of the Audit Committee have the requisite
qualification for appointment on the Committee and possess sound knowledge of finance,
accounting practices and internal controls.
The Company Secretary of the Company acts as a secretary to the
Committee.
The Audit Committee met 7 times during the financial year ended on May
04, 2024; May 28, 2024; May 30, 2024; August 12, 2024; November 14, 2024; December 09,
2024; February 11, 2025.
The attendance of the members at the Audit committee meetings held
during the year is as follows:
Name of
Members |
Designation |
No. of
Meetings held |
No. of
Meetings Attended |
Mr. Girish
Kasaragode Mallya |
Chairman |
7 |
7 |
Mr. Krishna
Murari Singh |
Member |
7 |
7 |
Mrs. Asha
Sampath* |
Member |
7 |
7 |
Mrs. Lucky
Bansal |
Member |
7 |
7 |
* Mrs. Asha Sampath resigned w.e.f August 07, 2025
During the financial year under review, the Board of Directors of
the Company accepted all the recommendations of the Audit Committee.
- Nomination & Remuneration Committee:
The Nomination and Remuneration Committee of the Board of
Directors is constituted pursuant to the provisions of Section 178 of the Companies Act,
2013 and Regulation 19 of Securities Exchange and Board of India (Listing Obligation and
Disclosure Requirements) Regulations, 2015. The composition of the Nomination &
Remuneration Committee is in conformity with the provisions of the said section and
Regulation and there was no change in the composition of the nomination & remuneration
committee during the financial year under review.
The Nomination & Remuneration Committee comprises of:
Name of
Members |
Designation |
Mr. Girish
Kasaragode Mallya |
Chairman
(Independent Director) |
Mrs. Beauty
Krishna Murari Singh |
Member
(Independent Director) |
Mrs. Asha
Sampath* |
Member
(Non-Executive Director) |
* Mrs. Asha Sampath resigned w.e.f August 07, 2025
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 selection and remuneration for Directors, Key Managerial Personnel
and Senior Management 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:
The Nomination and Remuneration Policy of the Company pursuant to
provisions of Section 178 (3) and
(4) of the Companies Act, 2013 is published on the website of the Company
at https://www.globalspace.in/uploads/Policies/NRC_POLICY.pdf
The Nomination & Remuneration Committee met 1 time during the
financial year ended on March 31, 2025, at their meeting held on August 12, 2024.
The attendance of the members at the Nomination & Remuneration
committee meetings held during the year is as follows:
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Name of
Members |
Designation |
No. of
Meetings held |
No. of
Meetings Attended |
Mr. Girish
Kasaragode Mallya |
Chairman |
1 |
1 |
Mrs. Beauty
Krishna Murari Singh |
Member |
1 |
1 |
Mrs. Asha
Sampath* |
Member |
1 |
1 |
* Mrs. Asha Sampath resigned w.e.f August 07, 2025
- Stakeholder Relationship Committee:
The Stakeholder & Relationship Committee of Directors was
constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and
Regulation 20 of Securities Exchange and Board of India (Listing Obligation and Disclosure
Requirements) Regulations, 2015. The composition of the Stakeholder Relationship Committee
is in conformity with the provisions of the said section and Regulation and there was no
change in the composition of the Stakeholder Relationship Committee during the financial
year under review.
The Stakeholder & Relationship Committee comprises of:
Name of
Members |
Designation |
Mrs. Beauty
Krishna Murari Singh |
Chairman
(Non-Executive Non-Independent Director) |
Mr. Krishna
Murari Singh |
Member
(Managing Director) |
Mr. Girish
Kasaragode Mallya |
Member
(Non-Executive Independent Director) |
The Company Secretary of the Company acts as the Secretary of the
Stakeholders' Relationship Committee.
The Stakeholders' Relationship Committee met 1 times during the
financial year ended on March 31, 2025, at their meeting held on November 14, 2024.
The attendance of the members at the Stakeholders' Relationship
Committee meetings held during the year is as follows:
Name of
Members |
Designation |
No. of
Meetings held |
No. of
Meetings Attended |
Mrs. Beauty
Krishna Murari Singh |
Chairman |
1 |
1 |
Mr. Krishna
Murari Singh |
Member |
1 |
1 |
Mr. Girish
Kasaragode Mallya |
Member |
1 |
1 |
- Meeting of Independent Directors
In compliance with Schedule IV to the Companies Act, 2013 and
Regulation 25 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations,
2015, the Independent Directors held their separate meeting on February 11, 2025, without
the attendance of non-independent directors and members of management, inter alia, to
discuss the following:
- Review the performance of non-independent directors and the Board as a whole.
- Review the performance of the Chairperson of the Company, considering the views of
executive directors and non-executive directors; and assess the quality, quantity, and
timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to perform their duties effectively and reasonably.
All independent directors were present at the meeting, deliberated on
the above and expressed their satisfaction.
- Vigil Mechanism for the Directors and Employees:
The Board of Directors of the Company have, 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 the 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
concerns/grievances to the Chairman of the Board of Directors and it also It provides
direct access to the employees of the Company to approach the Compliance Officer or the
Chairman of the Audit Committee, where necessary. The
Company ensures that genuine whistle-blowers are accorded complete
protection from any kind of unfair treatment or victimization.
The Company is committed to adhering to the highest standards of ethical,
moral, and legal conduct of business operations.
The said policy is also available on the website of the Company https://www.globalspace.in/uploads/Policies/WHISTLE_BLOWER_POLICY.pdf
- Annual Evaluation of Directors, Committee and Board as a whole:
Pursuant to the provisions of the Section 134(3)(p) of the
Companies Act, 2013 read with Rule 8(5)(iiia) of Companies (the Board has carried out the
formal annual performance evaluation of its own performance, the Directors individually as
well as the evaluation of the working of its various Committees and the working of the
Board as whole. The evaluation exercise was carried out on various aspects of the Boards
functioning such as composition of the Board & committees, experience &
competencies, performance of the duties and obligations, governance issues, etc.
The manner in which the evaluation has been carried out has been
explained below:
- Performance Evaluation criteria: Separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman by the Nomination and
Remuneration committee as per the structured mechanism who were evaluated on following
parameters / criteria:
- Participation and contribution by a director,
- Commitment (including guidance provided to senior management outside of Board /
Committee meetings),
- Effective deployment of knowledge and expertise,
- Effective management of relationship with stakeholders,
- Integrity and maintenance of confidentiality,
- Independence of behavior and judgment,
- Observance of Code of Conduct, and
- Impact and influence
In the opinion of the Board, Independent Directors of the Company
possess necessary expertise, integrity, experience, and proficiency in their respective
fields. Further, all Independent Directors have confirmed that they have registered with
the data bank of Independent Directors maintained by; and are either exempt or have
completed the online proficiency self -assessment test conducted by; the Indian Institute
of Corporate Affairs the in accordance with the provisions of Section 150 of the Act.
Pursuant to the provisions of Secon 139 of the Companies Act,
2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Bansi Lal Shah & Co.,
Chartered Accountants (Firm Reg. No.000384W), was appointed as the Statutory auditors of
the Company for the period commencing from the conclusion of the AGM held on September 29,
2023, till the conclusion of AGM to be held in the F.Y. 2025-26.Accordingly, it remains
the Statutory auditor of the company during the year under review.
The Company proposes re-appointment of M/s. Bansi Lal Shah & Co,
Chartered Accountants in the ensuing Annual General Meeting for a second term of two years
commencing from the conclusion of this Annual General Meeting till the conclusion of the
17th Annual General Meeting of the Company to be held in the financial year 2029-30.
The Company has received written consent and certificate of eligibility
in accordance with Sections 139, 141 and other applicable provisions of the Companies Act,
2013 and Rules issued thereunder (including any statutory modification(s) or
re-enactment(s) for the me being in force), from M/s. Bansi Lal Shah & Co., Chartered
Accountants. Further, they have confirmed that they hold a valid certificate issued by the
Peer Review Board of the Institute of Chartered Accountants of India (ICAI) as required
under the Listing
Regulations.
- Observations of Statutory auditors on accounts for the year ended March 31, 2025:
The observations / qualifications / disclaimers made by the
Statutory Auditors in their report for the financial year ended 31st March 2025 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.
- Reporting of frauds by statutory auditors under Section 143(12):
There were no incidents of reporting of frauds by Statutory
Auditors of the Company under Section 143(12) of the Act read with Companies (Accounts)
Rules, 2014.
Provisions of Section 204 read with Section 134(3) of the Companies
Act, 2013, mandates to obtain Secretarial Audit Report from a Practicing Company
Secretary.
Accordingly, M/s. AJP & Associates, Practicing Company Secretaries
had been appointed to issue Secretarial Audit Report by the board on May 28, 2024, to
issue Secretarial Audit Report for the financial year 2024- 2025.
Secretarial Audit Report issued by M/s. AJP & Associates in Form
MR-3 for the financial year 2024-2025 forms part of this report as Annexure-II.
Observations of Secretarial auditors for the year ended March 31,
2025:
The replies to the comments of Secretarial Auditors in Auditors
Report are as follows:
Sr.
No. |
Observation Remark
|
Management Response
|
1. |
The Company
has failed to appoint a common Independent Director on the Board of the listed entity and
its material subsidiary M/s. Innopharm Healthcare Private Limited for the period from May
04, 2024 to March 03, 2025 as per Reg. 24(1) of SEBI LODR. |
M/s.
Innopharm Healthcare Private Limited became a material subsidiary w.e.f. May 4, 2024,
under Regulation 16(1)(c) of SEBI LODR. As required under Regulation 24(1), a common
Independent Director was to be appointed on its Board.
However, due to inadvertent oversight, the Company appointed the
Independent Director of the Company as a Non-Executive Director of the material subsidiary
on March 10, 2025, for complying with this requirement.
The Company has since appointed the required Independent Director and
has strengthened internal
compliance mechanisms to prevent such delays in the future. |
2. |
The Company
has not submitted the Cash flow statements for consolidated financial results within the
period prescribed for the quarter ended September 30, 2024 as per Reg. 33 of SEBI LODR. |
The
Consolidated Cash Flow Statement for the quarter ended September 30, 2024, was submitted
on December 21, 2024. However, financials of the subsidiary were not prepared for the said
quarter timely. Therefore, consolidated financial result was
submitted in delay. |
Further, in compliance to Regulation 24A of Listing Regulations, M/s
Innopharm Healthcare Private Limited; the material unlisted subsidiaries of the Company
have undertaken the secretarial audit for the financial year 2024-2025.
The Secretarial audit reports of the material unlisted subsidiary is
appended with the annual report of the Company
Pursuant to the provisions of Section 148 of the Companies Act,
2013 read with Notifications/Circulars issued by the Ministry of Corporate Affairs from
time to time, the Company is not required to appoint Cost Auditor.
- 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.
In accordance with the provisions of Section 138 of the
Companies Act, 2013 and Rules framed thereunder, the Board has appointed M/s. Maheshwari
and Maheshwari, Chartered Accountants as Internal Auditors to conduct the Internal Audit
of the Company for the Financial Year 2024-2025.
Other disclosures as per provisions of Section 134 of the Act read
with Companies (Accounts) Rules, 2014 are furnished as under:
- Details of significant and material orders passed by the Regulator or Court or Tribunal:
There were no significant and material orders issued against the
Company by a regulating authority or court or tribunal that could affect the going concern
status and company's operation in future.
The Company has a risk management framework in place for
identification and management of risks including to identify, assess, monitor, and
mitigate various nones to key business objectives. Major risks identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis. These are discussed at the meetings of the Audit Committee and the Board
of Directors of the Company.
- Director's 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 March 31, 2025, the
Board of Directors hereby confirms that:
- In the preparation of the annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures,
- 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 March 31, 2025, and of the profit/loss of
the Company for that year,
- 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,
- the annual accounts of the Company have been prepared on a going concern basis,
- They have laid down Internal financial controls for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information and,
- proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively,
- Disclosure regarding Internal Complaints Committee under the sexual harassment of women
at
workplace (Prevention, Prohibition and Redressal) Act, 2013:
In accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition, and Redressal) Act, 2013 the Company has complied with the
provisions relating to the constitution of the Internal Complaints Committee and also
framed and adopted the policy for the Prevention of Sexual Harassment at Workplace.
The following is the summary of Sexual Harassment complaints received
and disposed of during the year 2024-2025.
Particulars |
Number |
Number of cases
pending as on the beginning of the financial year |
NIL |
Number of
complaints filed during the year |
NIL |
Number of cases
pending as on the end of the financial year |
NIL |
Number of cases
pending for a period exceeding 90 days |
NIL |
The Company has submitted its Annual Report on the cases of Sexual
Harassment of Women at Workplace to the District Officer, Mumbai pursuant to section 21 of
the aforesaid Act and Rules framed thereunder.
- Statement on Compliance with Maternity Benefit Act, 1961:
During the year under review the Company has complied with the
applicable provisions of Maternity Benefit Act, 1961.
- 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.
- 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.
- 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.
- 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.
- Disclosure of proceedings pending, or application made under Insolvency and Bankruptcy
Code,
2016:
No application was filed for corporate insolvency resolution
process, by a financial or operational creditor or by the company itself under the IBC
before the NCLT.
- Disclosure of reason for difference between valuation done at the time of taking loan
from Bank and
at the time of One Time Settlement:
There was no instance of a one-time settlement with any Bank or
Financial Institution.
- Compliances of Secretarial Standards:
The Company is in compliance with all the applicable secretarial
standards issued by the Institute of Company Secretaries of India.
- Particulars of Employees:
The particulars of remuneration to directors and employees and
other related information required to be disclosed under Section 197 (12) and sub rule 1
of rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014the Companies Act, 2013 and the Rules made thereunder are given in Annexure III to
this Report.
As per the provisions of Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, a statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees are provided in the prescribed format and appended as Annexure
III to this report.
Further the Company has no employee who is in receipt of remuneration
of either:
- INR. 8,50,000/ per month or INR 1,02,00,000/ per annum or
- Who receives in aggregate in excess of that drawn by the Managing Director or Whole Time
Director of the Company and holds by himself/herself along with his spouse and dependent
children not less than 2% of the equity shares of the Company
- Management Discussion and Analysis:
Management Discussion and Analysis Report as required under Regulation
34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is furnished as Annexure IV.
- SEBI Complaints Redress System (SCORES):
The investor complaints are processed in a centralized
web-based complaints redress system. The salient features of this system are a centralized
database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned
companies, and online viewing by investors of actions taken on the complaint and its
current status. Your Company has been registered on SCORES and makes every effort to
resolve all investor complaints received through SCORES or otherwise within the statutory
time limit from the receipt of the complaint.
The Company has not received any complaint on the SCORES during the
financial year 2024-2025.
- Criteria for making payments to Non-Executive Directors:
Pursuant to Regulation 46(2)(f) the Board has framed the policy
containing the criteria for making the payments to non-executive directors.
The policy is available on the website at https://www.globalspace.in/document/upload_20_feb/Criteira%20for%20Making%20payment%20to%
20NED/Criteria%20for%20payment%20to%20NED.pdf
Your Company is committed to maintaining the highest standards
of corporate governance. We believe sound corporate governance is critical to enhance and
retain investor trust. Our disclosures seek to attain the best practices in corporate
governance. The Board considers itself as trustee of its shareholders and acknowledges its
responsibilities towards them for the creation and safeguarding of their wealth. In order
to conduct business with these principles the company has created a corporate structure
based on business needs and maintains a high degree of transparency through regular
disclosures with a focus on adequate control systems.
As per provisions of Regulation 15 of SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015, the Corporate Governance Report for the
financial year 2024-2025 is presented as "Annexure V to this Report.
The Board has laid down a specific code of Conduct for all Board
Members and Senior Management of the Company. All the Board Members and Senior Management
Personnel have affirmed compliance with the Code on an annual basis. A declaration by the
Managing Director stating that the Code of Conduct of the Board of Directors and Senior
Management is in Compliance is attached as Annexure VI to this report.
The Board has in consultation with the Stakeholder's
Relationship Committee laid down the policy to regulate and monitor Insider Trading in the
Company. The Committee regularly analyses the transactions and monitors them to prevent
Insider Trading.
The Company has also adopted a Prohibition of Insider Trading Policy.
The Board believes that effective communication of information
is an essential component of Corporate Governance. The Company regularly interacts with
its shareholders through multiple channels of communication such as the Company's
Website and stipulated communications to the Stock Exchange where the Company's
shares are listed for the announcement of Financial Results, Annual Report, Notices,
Outcome of Meetings, and Company's Policies etc.
Your Company treats its "Human Resources" as one of its
most important assets. Your Company continuously invests in the attraction, retention, and
development of talent on an ongoing basis. A number of programs that provide focused
people's attention are currently underway. Your Company's thrust is on the
promotion of talent internally through job rotation and job enlargement.
As on March 31, 2025, there were a total of 25 employees. The Company
has all the required policies under the Indian laws for the time being in force and as
required under the Companies Act, 2013 and SEBI LODR Regulations, 2015 to protect and
safeguard the interest of the employees.
The Company has a website addressed as https://www.globalspace.in/investors.php
.Website contains the basic information about the Company - details of its Business,
Financial Information, Shareholding Pattern, Contact Information of the Designated
Official of the Company who is responsible for assisting and handling investors grievances
and such other details as may be required under sub regulation (2) of Regulation 46 of the
Listing Regulations, 2015. The Company ensures that the contents of this website are
periodically updated.
- Disclosure pursuant to Section 67(3) of Companies Act, 2013:
Disclosure in respect of voting rights not exercised directly by
the employees in respect of shares to which the scheme relates is not applicable to the
Company during the financial year 2023-2024 pursuant to Section 67(3) of the Companies
Act, 2013 and rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014.
- Disclosure pursuant to Schedule V Part II Section II of Companies Act, 2013:
The disclosure pursuant to Schedule V Part II Section II of
Companies Act,2013 forms part of the Corporate Governance report.
- Indian Accounting Standards– IFRS Converge Standards:
The Ministry of Corporate Affairs vide its notification dated 16th
February 2015 notified under Section 133 of the Companies Act 2013 read with Companies
(Indian Accounting Standards) Rules, 2015. In pursuance of the said notification your
Company has prepared the financial statements to comply in all material respects in
accordance with the applicability of Indian Accounting Standards.
- Listing on Stock Exchange:
The Equity shares of the Company listed on the Main Board of Bombay
Stock Exchange Limited (BSE).
Your Company's equity shares are in Demat form. The Company
has appointed Central Depository Services India Limited (CDSL) as designated depository to
the Company.
Your Company has received no awards during F.Y 2024-2025.
- Annual Listing Fees to the Stock Exchanges:
Globalspace Technologies Limited have listed its equity shares on
the Main Board of Bombay Stock Exchange Limited. The listing fees have been duly paid to
the exchange and annual custodial fees have been paid to CDSL and NSDL for F.Y. 2024-2025.
- 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 Board
For and on behalf of Globalspace Technologies Limited
SD/- SD/-
Krishna Murari Singh Beauty Krishna Murari Singh
Managing Director Non-Executive Director
DIN: 03160366 DIN: 03481024
Date: August 12, 2025 Date: August 12, 2025
Place: Mumbai Place: Mumbai
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