To
The Members,
Globalspace Technologies Limited
Address: 605, 6th Floor, Rupa Solitaire Building, Millennium Business Park,
Navi Mumbai 400710, Maharashtra, India.
Your Directors have pleasure in presenting the 14th Annual Report of the Company
together with the Audited Statement of Accounts for the year ended March 31, 2024.
1. FINANCIAL STATEMENTS & RESULTS:
a. Financial Results
The Company's performance during the year ended March 31, 2024 as compared to the
previous financial year, is summarized below:
(Amount in Rupees Lakhs)
| Particulars |
Standalone |
|
2023-2024 |
2022-2023 |
| Income |
2,917.20 |
1933.75 |
| Less: Expenses |
2,912.77 |
1899.49 |
| Profit / (Loss) before Tax |
(381.23) |
49.68 |
| Less: Provision for Tax |
(28.13) |
- |
| Current Tax |
- |
- |
| Deferred Tax |
(28.13) |
(14.36) |
| Income Tax of earlier years w/off |
Nil |
Nil |
| Exceptional Income |
Nil |
Nil |
| Exceptional Expenditure |
Nil |
Nil |
| Profit After Tax |
(353.11) |
51.95 |
| Total Comprehensive Income |
(352.59) |
53.20 |
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 |
(352.59) |
53.20 |
b. Company's Performance Review:
During the Financial Year ended March 31, 2024, the Company's total Revenue from
operations is INR 2,904.80 Lakhs as against INR 1926.85 lakhs in the corresponding
previous Financial Year ended March 31, 2023.
The Profit/(Loss) after tax for the Financial Year ended March 31, 2024, is INR (353.11
Lakhs) as against Profit of INR 51.95 Lakhs in the corresponding previous Financial Year
ended March 31, 2023.
c. 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.
d. Share Capital:
During the financial year under review, there has been change in the Authorized,
Issued, Subscribed, and Paid-up Share Capital of the Company as the Company has issued
equity shares through right issue, therefore the company had increased its authorized
share capital from Rs. 25,00,00,000/- (Rupees Twenty-Five Crores only) divided into
2,50,00,000 (Two Crores and Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only)
each to Rs. 35,00,00,000/- (Rupees Thirty-Five Crores only) divided into 3,50,00,000
(Three Crores and Fifty Lakhs) Equity Shares of Rs. 10/-(Rupees Ten only) each at the
previous Annual General meeting held on September 29, 2023, and Consequently, amended its
Clause V of Memorandum of Association and during the year under review, the issued,
subscribed and paid-up capital of the Company increased from INR 11,45,66,010/- to INR
34,36,98,030/-
As of March 31, 2024, 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, 2024, is INR 34,36,98,030/- divided into 3,43,69,803/- equity shares of INR 10/- each.
e. Dividend:
Owing to loss during the year under review, your directors thought it prudent not to
recommend any dividend for the financial year 2023-2024.
f. 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.
g. Transfer to Reserves:
The Company has not transferred any amount to General Reserve Account during the
financial year under review.
h. Report on performance of Subsidiaries, Associates and Joint Venture:
During the year under review, the Company did not have any subsidiary, Associate of
Joint Venture.
i. 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 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.
j. Loan from Directors or Director's Relative:
During the financial year 2023-2024, the Company has borrowed an unsecured loan from
Mr. Krishna Murari Singh, the Managing Director of the Company. The details of which are
as mentioned below:
Opening Balance:
Loan taken during the year:
Loan repaid during the year:
Loan converted into Shares (Right Issue):
Loan outstanding at the end of the year:
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.
k. Corporate Social responsibility ('CSR'):
During the financial year 2023-2024, the provisions of Section 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.
l. 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 were in the ordinary course of business.
However, the Company inadvertently failed to get approval from the shareholders of the
company for certain material transactions. The Company as a remedial measure will be
placing these transactions with the shareholders for their ratification
The details of the same are furnished in Form AOC-2 and is attached as Annexure I and
forms part of this report.
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
m. 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 |
(B) Technology absorption:
| 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 |
| • Year of import |
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 |
(C) Foreign exchange earnings and Outgo:
| Particulars |
April 01, 2023, to March 31, 2024[2023-2024] |
April 01, 2022, to March 31, 2023[2022-2023] |
|
Amount in INR |
Amount in INR |
| Actual Foreign Exchange earnings |
Nil |
Nil |
| Actual Foreign Exchange outgo |
Nil |
Nil |
n. Annual Return:
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, 2024, is available on Company's website at
https://www.globalspace.in/investors.php
o. 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 notes to the
financial statements in the Annual Report.
p. 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 2023-2024 till the date of this
Report.
q. 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.
r. Details of utilization of funds raised through right issue as specified under
Regulation 32(7A) of the Listing Regulations:
During the financial year ended March 31, 2023, the Company had issued and allotted
2,29,13,202 equity shares of INR. 10/- each at an issue price of INR. 12.00/- per equity
share, aggregating to INR. 27,49,58,424 (including premium of INR. 02.00/- Per Share) on
December 01, 2023,
The aforesaid issuance of equity shares was made in terms of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018
as amended, Section 42, Section 62, and other relevant provisions of the Companies Act,
2023.
The aforementioned funds were raised to Adjust the of Unsecured Loan against
entitlement of promoters, Working Capital Requirements and to meet expenses related to
Generate Corporate Purpose and to reduce finance cost of the Company and the funds were
utilized for the said object only although there was some deviation(s) or variation(s) in
the use of proceeds which is mentioned below:
| Original object |
Modified object if any |
Original allocation |
Modified allocation if any |
Funds utilized |
Amount of deviation/ variation for the quarter according to
applicable object (in Rs. Crore and in %) |
Remarks, if any |
| Adjustment of Unsecured Loan against entitlement of promoters |
NA |
15.443 Crores |
NA |
15.442 Crores |
NA |
NA |
| Working Capital Requirements |
NA |
7.000Crores |
NA |
7.196Crores |
-0.196 |
NA |
| General Corporate Purpose |
NA |
4.752 Crores |
NA |
4.556 Crores |
0.1967 |
NA |
The said funds were fully utilized during the financial year under review.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
a. Board of Directors & Key Managerial Personnel (KMP):
i. Appointment:
There were 3 appointments of Directors or KMPs during the Financial Year under review:
• • The Company appointed Mr. Rajesh Vishwanath Chorasia as the Chief
Financial Officer of the Company
w.e.f. May 10, 2023.
• The Company appointed Ms. Lucky Bansal as a Non-Executive Independent director
on the Board of Directors of the Company w.e.f. May 29, 05,2024.
• The Company appointed Ms. Ankita Kyal as the Company secretary and Compliance
officer of the Company w.e.f. March 08, 2024.
Apart from the above appointment, there was no other change in Directors and KMP during
the year under review.
ii. Details of the Directors and KMP's resigned during the year:
There were 3 resignations of Directors or KMPs during the Financial Year under review:
•• Mr. Ratan Deep Rajan, Additional Independent Director of the Company,
resigned w.e.f. May 30, 2023.
• Ms. Swati Arora, the Company Secretary and compliance Officer of the Company
resigned w.e.f. January 31, 2024.
• Mr. Pradyot Bhattacharya, Chief Financial Officer and KMP of the Company,
resigned w.e.f. April 19, 2023.
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, 2024, the Board of the Company comprises of 6 Directors out of which 1
is Managing Director, 1 is Executive 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 Non-Independent Director |
03481024 |
| 3. |
Mr. Amit Verma* |
Executive Director |
07046152 |
| 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. April 02, 2024
b. Retirement by Rotation
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 Mrs. Beauty Krishna Murari Singh, the Non-Executive
Non-Independent 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.
c. 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.
d. Evaluation by Independent Director
In a separate meeting of Independent Directors held on March 08, 2024, 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.
e. Disqualification of Directors:
During the financial year 2023-2024 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-disqualification of directors
pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015) which is enclosed with the
annual report.
3. DISCLOSURE RELATED TO BOARD, COMMITTEES AND POLICIES
a) Board Meetings:
During the year under review the Board of Directors met 10 times at their meeting held
on May 10, 2023; May 29, 2023; July 27, 2023; August 11, 2023; September 04, 2023; October
30, 2023; November 03, 2023; December 01, 2023; February 12, 2024; March 08, 2024.
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 |
10 |
10 |
| Mrs. Beauty Krishnamurari Singh |
Non-Executive Director |
10 |
4 |
| Mr. Amit Verma |
Executive Director |
10 |
5 |
| Mrs. Asha Sampath |
Executive Director |
10 |
10 |
| Ms. Lucky Bansal |
Non-Executive Independent Director |
8 |
8 |
| Mr. Girish Kasaragode Mallya |
Non-Executive Independent Director |
10 |
10 |
| Mr. Ratna Deep Ranjan |
Additional Independent Director |
2 |
2 |
b) Audit Committee:
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) |
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 9 times during the financial year ended on May 10, 2023; May
29, 2023; July 27, 2023; August 11, 2023; September 04, 2023; October 10, 2023; November
03, 2023; February 12, 2024; March 08, 2024.
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 |
9 |
9 |
| Mr. Krishna Murari Singh |
Member |
9 |
9 |
| Mrs. Asha Sampath |
Member |
9 |
9 |
During the financial year under review, the Board of Directors of the Company accepted
all the recommendations of the Audit Committee.
c) 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) |
The Board has in accordance with the provisions of sub-section (3) of Section 178 of
the Companies Act, 2013, formulated the policy settng 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:
Minimum Qualification Positive Attributes Independence Experience
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 6 times during the financial year ended
on March 31, 2023, at their meeting held on May 10, 2023; May 29, 2023; July 27, 2023;
September 04, 2023; February 12, 2024, and March 08, 2024.
The attendance of the members at the Nomination & Remuneration 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 |
6 |
6 |
| Mrs. Beauty Krishna Murari Singh |
Member |
6 |
2 |
| Mrs. Asha Sampath |
Member |
6 |
6 |
d) 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 2 times during the financial year ended on
March 31, 2024, at their meeting held on February 12, 2024 and March 08, 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 |
2 |
2 |
| Mr. Krishna Murari Singh |
Member |
2 |
2 |
| Mr. Girish Kasaragode Mallya |
Member |
2 |
2 |
e) 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 12, 2024, 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.
f) 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/opti'on 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
g) 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.
4. AUDITORS OF THE COMPANY:
a) Statutory Auditors:
Pursuant to the provisions of Section 140 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), were appointed as the statutory auditor of the Company vide
resolution passed by the shareholders at the 13th annual general meeting of the Company,
held on September 29, 2023 for a term of 2 years to hold office for the financial year
2023-2024 and 20242025 (i.e., from the conclusion of 13th Annual General Meeting till the
conclusion of 15th Annual General Meeting). They continue to be the auditors of the
Company.
b) Observations of Statutory auditors on accounts for the year ended March 31, 2024:
The observations / qualifications / disclaimers made by the Statutory Auditors in their
report for the financial year ended 31st March 2024 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.
c) 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.
d) Secretarial Auditor:
Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates
the Company to obtain Secretarial Audit Report from a Practicing Company Secretary.
M/s. AJP & Associates, Practicing Company Secretaries had been appointed to issue
Secretarial Audit Report for the financial year 2023-2024.
Secretarial Audit Report issued by M/s. AJP & Associates in Form M R-3 for the
financial year 2023-2024 forms part of this report as Annexure-II.
Observations of Secretarial auditors for the year ended March 31, 2024:
The replies to the comments of Secretarial Auditors in Auditors Report are as follows:
| Sr. No. |
Observation Remark |
Management Response |
| 1. |
The Company has entered into certain material Related Party Transactions but failed to
be obtained mandatory prior shareholders' approval for material related party transactions
under regulation 23(4) of the SEBI LODR. |
It was inadvertently missed by the Company that the few related party transactions
which the Company has entered into are crossing the materiality thresholds provided under
LODR.As a remedial measure the Company will place these transactions before the
shareholders for their ratification. |
e) Cost Auditors:
Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with
Noti'ficati'ons/Circulars issued by the Ministry of Corporate Affairs from time to time,
the Company is not required to appoint Cost Auditor.
f) 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.
g) Internal auditor:
In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules
framed thereunder, the Board has appointed M/s. Udit Gopal Ji Agarwal & Co., Chartered
Accountants as Internal Auditors to conduct the Internal Audit of the Company for the
Financial Year 2023-2024.
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. 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.
b. Risk Management Policy:
The Company has a risk management framework in place for identification and management
of risks including identifying, assessing, 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.
c. 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, 2024, the Board of
Directors hereby confirms that:
a. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures,
b. 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, 2024, and of the
profit/loss of the Company for that year,
c. 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,
d. the annual accounts of the Company have been prepared on a going concern basis,
e. 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,
f. proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively,
d. 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 2023-2024.
• No. of Complaints Received: Nil
• No. of Complaints Disposed of: 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.
e. 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.
f. 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.
g. 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.
h. 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.
i. 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.
j. 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.
k. Compliances of Secretarial Standards:
The Company is in compliance with all the applicable secretarial standards issued by
the Institute of Company Secretaries of India.
l. 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:
1. INR. 8,50,000/- per month or INR 1,02,00,000/- per annum or
2. 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
m. 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.
n. 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
2023-2024.
o. 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 nonexecutive 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
p. Corporate Governance:
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 a 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
2023-2024 is presented as Annexure V to this Report.
q. Insider Trading:
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.
r. Means of Communication:
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.
s. Human Resources:
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, 2024, there were a total of 31 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.
t. Website:
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.
u. 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.
v. 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.
w. 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.
x. Listing on Stock Exchange:
The Equity shares of the Company are listed on the Main Board of BSE Limited.
y. Depository System:
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.
z. Awards and Achievements:
Your Company has received no awards during F.Y 2023-2024. aa. 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. 2023-2024 and F.Y.
2024-2025.
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 Board |
|
| For and on behalf of Globalspace Technologies Limited |
|
| SD/- |
SD/- |
| Mr. Krishna Murari Singh |
Mrs. Beauty Krishna Murari Singh |
| Managing Director |
Non-Executive Director |
| DIN:03160366 |
DIN:03481024 |
| Date: August 12, 2024 |
Date: August 12, 2024 |
| Place: Mumbai |
Place: Mumbai |
|