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Globalspace Technologies Ltd.

BSE: 540654 Sector: IT
NSE: N.A. ISIN Code: INE632W01016
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VOLUME 554000
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OPEN 66.00
CLOSE 65.00
VOLUME 554000
52-Week high 73.20
52-Week low 59.80
P/E 32.02
Mkt Cap.(Rs cr) 74
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Globalspace Technologies Ltd. (GLOBALSPACE) - Director Report

Company director report

To

The Members

Globalspace Technologies Limited

Your Directors hereby take the pleasure of presenting the 7th Annual Reportof your Company together with the Audited Statement of Accounts for the year ended 31stMarch 2017.

1. FINANCIAL STATEMENTS &RESULTS:

A. Financial Results

The Company's performance during the year ended 31st March 2017 as comparedto the previous financial year is summarized below:

Particulars For the financial year ended 31st March 2017 For the financial year ended 31st March 2016
Income 172782420 139822438
Less: Expenses 157029030 128511035
Profit/ (Loss) before tax 15753390 11311403
Less: Provision for tax (5506360) (5446623)
Income Tax of earlier years w/ off NIL NIL
Exception Income NIL NIL
Exception expenditure NIL NIL
Profit after Tax 10247030 5864779
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 10247030 5864779

B. Operations:

During the year under review the Company has reported a Profit of Rs. 10247030/- ascompared to a profit of Rs. 5864779/-.

The Company reported Profit before Tax at 15753389/- as against Rs. 11311403/- inthe previous year.

The Company continues to be engaged in the activities pertaining to InformationTechnology and Communication industry including providing of customized softwaresolutions and other support services to enterprises.

There was no change in nature of the business of the Company during the year underreview.

C. Dividend:

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

D. Report on performance of Subsidiaries Associates and Joint Venture Companies:

During the year under review your Company did not have any subsidiary associate andjoint venture company.

E. Deposits:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details relating to deposits covered under Chapter V of theAct or the details of deposits which are not in compliance with the Chapter V of the Actis not applicable.

F. Particular of Contracts or Arrangement with Related Parties:

All transactions/contracts/arrangements entered into by the Company with relatedparty(ies) as defined under the provisions of Section 2(76) of the Companies Act 2013during the financial year under review were in ordinary course of business and on an arm'slength basis. Further none of these contracts/arrangements/transactions with relatedparties could be considered material in nature as per the thresholds given in Rule 15(3)of the Companies (Meetings of Board and its Powers) Rules 2014 and hence no disclosure isrequired to be given in this regard.

G. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure I which forms part of this Report.

H. Extract of Annual Return:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92(3) of the Act is attached as Annexure II which forms part of thisReport.

I. Particulars of Investments Loans Guarantees and Securities:

The Company has not made any loans guarantees investment or securities covered underthe provisions of Section 186 of the Companies Act 2013.

J. Disclosures under Section 134(3)(l) of the Companies Act 2013:

The Equity shares of your Company have been listed on the SME platform of the BombayStock Exchange Limited (BSE) with effect from 07th August 2017.

Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and date of this report.

K. Disclosure of Internal Financial Controls -

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors of the Company forinefficiency or inadequacy of such controls.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) Board of Directors & Key Managerial Personnel

i. Appointment

During the financial year under review Mr. Krishna Murari Singh (DIN: 03160366) wasappointed as a Managing Director of the Company for a period of 5 (five) years w.e.f. 10thNovember 2016.

Ms. Beauty K. Singh was appointed as an Additional Non-Executive Director on the Boardof the Company with effect from 04th July 2016 who was further appointed as aNon-Executive Director in the 06 th Annual General Meeting of the members ofthe Company held on 26th September 2016.

Mr. Nirani Venkitakrishnan Kailasam (DIN: 06672569) was appointed as an AdditionalDirector and CEO a Key Managerial Personnel of the Company w.e.f. 11th ofApril 2016. He was appointed by the members of the Company as a Director of the Companyin the Annual General Meeting held on 26th September 2016.

Further w.e.f. 10th November 2016 he has also been appointed as aWholetime Director of the Company.

Mr. Yugal K. C. Sikri (DIN: 07576560) and Mr. M. V. Subramanian (DIN: 07628898) wereappointed as Additional Independent Directors on the Board of the Company on 17thOctober 2016. Their appointment as Independent Directors of the Company was made by themembers of the Company in the Extraordinary General Meeting of the Company held on 07thDecember 2016.

Further Mr. Venkatesh S. Vastare (DIN: 07648334) was appointed as AdditionalIndependent Director on the Board of the Company w.e.f from 02nd December 2016whose office is liable to be determined by the members of the Company in the ensuingAnnual General meeting. The Company has received a notice in writing from one of itsmembers proposing the candidature of Mr. Mr. Venkatesh S. Vastare for the office ofDirectorship pursuant to Section 160 of the Companies Act 2013. The said Director is notdisqualified from being appointed as a Director of a Company as per the disclosurereceived from him pursuant to Section 164(2) of the Companies Act 2013.

Your Board recommends the appointment of the above Independent Director at the ensuingAnnual General Meeting.

Mr. Pranav Jayant Shah was appointed as Chief Financial officer of the Company w.e.f 04thJuly 2016.

Ms. Swati Arora Company Secretary (Membership No. A44529) was appointed as a CompanySecretary of the Company w.e.f 31st May 2016.

ii. Resignation

Mr. Dhiraj Kumar Sharma and Siddhartha Sodagudi Xavier resigned as Directors of theCompany with effect from 15th September 2016 due to preoccupation and Mr.Pranav Jayant Shah Chief Financial Officer of the Company resigned with effect from 31stMarch 2017 due to personal reason.

iii. Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. NiraniVenkitakrishnan Kailasam (DIN: 06672569) is liable to retire by rotation at the ensuingAnnual General Meeting of the Company and being eligible offers himself forre-appointment.

The said Director is not disqualified from being re-appointed as a Director of aCompany as per the disclosure received from him pursuant to Section 164(2) of theCompanies Act 2013.

Your Board recommends the re-appointment of the above Director at the ensuing AnnualGeneral Meeting.

b) Declaration by Independent Directors:

During the financial year under review declarations were received from all IndependentDirectors of the Company that they satisfy the "criteria of Independence" asdefined under Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 read with the provisions of Section 149(6) of the Companies Act 2013the Schedules and Rules framed there under.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

A. Board Meetings:

The Board of Directors met 25 times during the financial year ended 31stMarch 2017 in accordance with the provisions of the Companies Act 2013 and rules madethereunder. The details of the same are as mentioned under:-

Date of meeting Names of Directors as on the date of meeting Directors Present Directors Absent
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
11th April 1 2016 2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma -
3. Mr. Siddhartha Sodagudi Xavier 3. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
25th April 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam -
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
06th May 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam -
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
30th May 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
31st May 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
09th June 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
01st July 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
4th July 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
02nd August 2016 1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh 1. Ms. Beauty Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
5. Ms. Beauty K. Singh
1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 1. Mr. Krishna Murari Singh
3. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. Dhiraj Kumar Sharma
29th August 2016 4. Mr. Siddhartha Sodagudi Xavier 3. Mr. Nirani Venkitakrishnan Kailasam 1. Ms. Beauty Singh
5. Ms. Beauty K. Singh 4. Mr. Siddhartha Sodagudi Xavier
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
August 29th 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam 1. Ms. Beauty Singh
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
5. Ms. Beauty K. Singh
1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Dhiraj Kumar Sharma 2. Mr. Dhiraj Kumar Sharma
06th September 2016 3. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. Nirani Venkitakrishnan Kailasam 1. Ms. Beauty Singh
4. Mr. Siddhartha Sodagudi Xavier 4. Mr. Siddhartha Sodagudi Xavier
5. Ms. Beauty K. Singh
15th September 2016 1. Mr. Krishna Murari Singh
2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh 1. Ms. Beauty Singh
3. Ms. Beauty K. Singh 2. Mr. Nirani Venkitakrishnan Kailasam
19th September 2016 1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh 1. Ms. Beauty Singh
2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. Nirani Venkitakrishnan Kailasam
3. Ms. Beauty K. Singh
1. Mr. Krishna Murari Singh
14th October 2016 1. Mr. Krishna Murari Singh 1. Ms. Beauty Singh
2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. Nirani Venkitakrishnan Kailasam
3. Ms. Beauty K. Singh
1. Mr. Krishna Murari Singh 1. Mr. Yugal K. C. Sikri
2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. M. V. Subramanian
24th October 2016 3. Ms. Beauty K. Singh 1. Mr. Krishna Murari Singh 3. Ms. Beauty K. Singh
4. Mr. Yugal K. C. Sikri 2. Mr. Nirani Venkitakrishnan Kailasam
5. Mr. M. V. Subramanian
1. Mr. Krishna Murari Singh 1. Mr. Yugal K.C. Sikri
2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. M. V. Subramanian
3rd November 2016 3. Ms. Beauty K. Singh 1. Mr. Krishna Murari Singh 3. Ms. Beauty K. Singh
4. Mr. Yugal K. C. Sikri 2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Yugal K. C. Sikri
5. Mr. M. V. Subramanian
1. Mr. Krishna Murari Singh
10th November 2016 2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh
3. Ms. Beauty K. Singh 2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. M. V. Subramanian
4. Mr. Yugal K. C. Sikri 3. Ms. Beauty K. Singh
5. Mr. M. V. Subramanian
1. Mr. Krishna Murari Singh
01st December 2016 2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh 1. Mr. Yugal K. C. Sikri
3. Ms. Beauty K. Singh 2. Mr. Nirani Venkitakrishnan Kailasam 2. Ms. Beauty K. Singh
4. Mr. Yugal K. C. Sikri 3. Mr. M. V. Subramanian
5. Mr. M. V. Subramanian
07th December 2016 1. Mr. Krishna Murari Singh
2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh 1. Mr. M. V. Subramanian
3. Ms. Beauty K. Singh 2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. Yugal K. C. Sikri
4. Mr. Yugal K. C. Sikri 3. Ms. Beauty K. Singh 3. Mr. Venkatesh S. Vastare
5. Mr. M. V. Subramanian
6. Mr. Venkatesh S. Vastare
13th December 2016 1. Mr. Krishna Murari Singh
2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh 1. Mr. Yugal K.C. Sikri
3. Ms. Beauty K. Singh 2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. Venkatesh S. Vastare
4. Mr. Yugal K. C. Sikri 3. Mr. M. V. Subramanian 3. Ms. Beauty K. Singh
5. Mr. M. V. Subramanian
6. Mr. Venkatesh S. Vastare
1. Mr. Krishna Murari Singh
30th December 2016 2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh 1. Mr. M.V. Subramanian
3. Ms. Beauty K. Singh 2. Mr. Yugal K. C. Sikri 2. Mr. Venkatesh S. Vastare
4. Mr. Yugal K. C. Sikri 3. Mr. Nirani Venkitakrishnan Kailasam
5. Mr. M. V. Subramanian 4. Ms. Beauty K. Singh
6. Mr. Venkatesh S. Vastare
30th January 2017 1. Mr. Krishna Murari Singh 1. Ms. Beauty K. Singh
2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh 2. Mr. Yugal K.C. Sikri
3. Ms. Beauty K. Singh 2. Mr. Nirani Venkitakrishnan Kailasam 3. Mr. M.V. Subramanian
4. Mr. Yugal K. C. Sikri 4. Mr. Venkatesh S. Vastare
5. Mr. M. V. Subramanian
6. Mr. Venkatesh S. Vastare
09th February 2017 1. Mr. Krishna Murari Singh 1. Ms. Beauty K. Singh
2. Mr. Nirani Venkitakrishnan Kailasam 1. Mr. Krishna Murari Singh
3. Ms. Beauty K. Singh 2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. Yugal K.C. Sikri
4. Mr. Yugal K. C. Sikri 3. Mr. M. V. Subramanian 3. Mr. Venkatesh S. Vastare
5. Mr. M. V. Subramanian
6. Mr. Venkatesh S. Vastare
30th March 2017 1. Mr. Krishna Murari Singh 1. Mr. Krishna Murari Singh
2. Mr. Nirani Venkitakrishnan Kailasam 2. Mr. Nirani Venkitakrishnan Kailasam 1. Ms. Beauty K. Singh
3. Ms. Beauty K. Singh 3. Mr. Yugal K. C. Sikri
4. Mr. Yugal K. C. Sikri 4. Mr. M. V. Subramanian
5. Mr. M. V. Subramanian 5. Mr. Venkatesh S. Vastare
6. Mr. Venkatesh S. Vastare

B. Audit Committee:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013.

The composition of the Audit Committee is in conformity with the provisions of the saidsection. The Audit Committee comprises of:

1. Mr. V.S. Vastare Chairman;

2. Mr. Krishna Murari Singh Managing Director; and

3. Mr. Yugal Sikri Independent Director.

The scope and terms of reference of the Audit Committee have been framed in accordancewith the Act and the Listing Agreement entered into with the Stock Exchanges read with theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

Ms. Swati Arora the Company Secretary of the Company acts as the Secretary of theStakeholders' Relationship Committee.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Committee.

Further the Audit Committee was reconstituted vide a Circular Resolution passed on 16thJune 2017. Currently the Audit Committee comprises of the following members:

1. Mr. Mundamuka Venkateswaran Subramanian Chairman.

2. Mr. Krishna Murari Singh Managing Director.

3. Mr. Yugal Kishor Choturam Sikri Independent Director; and

C. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Yugal Kishor Choturam Sikri (Independent Director) Chairman;

2. Mr. Mundamuka V. Subramanian (Independent Director) Member; and

3. Ms. Beauty Krishna Murari Singh (Non-Executive) Member.

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

Ms. Swati Arora the Company Secretary of the Company acts as the Secretary of theStakeholders' Relationship Committee.

The Remuneration Policy is attached as Annexure III.

D. Stakeholders Relationship Committee:

During the year under review pursuant to Section 178 of the Companies Act 2013 theBoard of Directors of the Company has constituted the Stakeholder's RelationshipCommittee comprising of the following members:

1. Ms. Beauty Krishna Murari Singh (Non-Executive Director) Chairman

2. Mr. Krishna Murari Singh (Executive) Member.

3. Mr. Nirani Venkitkrishnan Kailasam (Executive) Member.

Ms. Swati Arora the Company Secretary of the Company acts as the Secretary of theStakeholders' Relationship Committee.

E. Vigil Mechanism:

Pursuant to the provisions of Section 177(9) of the Companies Act 2013 read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 a listed Company andevery such class of companies as prescribed thereunder are required to frame a VigilMechanism to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

However the said provisions were not applicable to the Company till 31stMarch 2017. Further the Company has listed its Equity shares on the SME platform of theBombay Stock Exchange w.e.f 07th August 2017 pursuant to which the Vigilmechanism policy has become applicable. The Company is under to process of framing anappropriate Vigil mechanism policy and further reaffirms that the Company is committed toadhere to the highest standards of ethical moral and legal conduct of businessoperations.

F. Risk Management Policy:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

G. Annual Evaluation of Directors Committee and Board:

The Board has carried out an annual performance evaluation of its own performance andof the Directors individually as well as the evaluation of all the committees i.e. AuditNomination and Remuneration Stakeholders Relationship Committee of Directors.

The Board adopted a formal evaluation mechanism for evaluating its performance and aswell as that of its Committees and individual directors including the Chairman of theBoard the exercise was carried out by feedback survey from each Directors covering Boardfunctioning such as composition of Board and its Committees experience and competenciesgovernance issues etc. Separate Exercise was carried out to evaluate the performance ofindividual directors including the Chairman of the Board who were evaluated on parameterssuch as attendance contribution at the meeting etc.

H. Management Discussion & Analysis:

A separate report on Management Discussion & Analysis is appended to this AnnualReport as an Annexure IV and forms part of this Directors' Report.

4. AUDITORS AND REPORTS

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

A. Observations of Statutory Auditors on Accounts for the Year Ended 31stMarch 2017:

The observations/qualifications/disclaimers made by the Statutory Auditors in theirreport for the financial year ended 31st March 2017 read with the explanatorynotes therein are self-explanatory and therefore do not call for any further explanationor comments from the Board under Section 134(3) of the Companies Act 2013

B. Ratification of Appointment of Auditors:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/ s. Tolia & Associates Chartered Accountants theStatutory Auditors of the Company have been appointed for a term of 5 years in the AnnualGeneral Meeting of the Company held on 26th September 2016. However theirappointment as Statutory Auditors of the Company is subject to ratification by the Membersat every Annual General Meeting. The Company has received a confirmation from the saidAuditors that they are not disqualified to act as the Auditors and are eligible to holdthe office as Auditors of the Company.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.

5. OTHER DISCLOSURES:

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

A. Disclosure of Orders passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

B. Directors' Responsibility Statement:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2017 theBoard of Directors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2017 and of the profit of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany 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. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

C. Disclosure under Section 43(a)(ii) of the Companies Act 2013:

The Company has not issued any shares with differential rights and hence no informationas 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.

D. 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 andhence 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.

E. Disclosure under Section 62(1)(b) of the Companies Act 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

F. Disclosure under Section 67(3) of the Companies Act 2013:

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.

G. Policy on Sexual Harassment at workplace:

The Company is committed to create and maintain an atmosphere in which employees canwork together without fear of sexual harassment and exploitation. Every employee is madeaware that the Company is strongly opposed to sexual harassment and that such behavior isprohibited both by law and the Company. During the year under review there was nocomplaint of any sexual harassment at work place.

H. Disclosure under Section 197(12) of the Companies Act 2013 and other disclosures asper Rule 5 of Companies (Appointment & Remuneration) Rules 2014

The disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules 2014have been marked as Annexure V

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

FOR GLOBALSPACE TECHNOLOGIES LIMITED

Sd/- Sd/-
KRISHNA MURARI SINGH NIRANI VENKITAKRISHNAN KAILASAM
MANAGING DIRECTOR WHOLETIME DIRECTOR & CEO
DIN: 03160366 DIN: 06672569
Address: F/702 Hawre Panchwati Plaza Address: Flat No. 8 3rd Floor Mumba Devi CHS.
Plot no. 92-96 Sector-5 Opp Police Station Ltd St. Anthony Rd Sai Nagar Colony Chembur
Ghansoli Navi Mumbai-400701 Mumbai-400071
Date : 01st September 2017
Place : Navi Mumbai
Registered Office:
605 6th Floor Rupa Solitaire Building
Millenium Business Park
Navi Mumbai Thane-400710
CIN: U64201MH2010PTC211219
TEL No.: 022-49452015
Mail: info@globalspace.in
website: www.globalspace.in