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Space Incubatrics Technologies Ltd.

BSE: 541890 Sector: Others
NSE: N.A. ISIN Code: INE797Z01010
BSE 00:00 | 24 Jun 2.97 -0.07
(-2.30%)
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3.33

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NSE 05:30 | 01 Jan Space Incubatrics Technologies Ltd
OPEN 3.33
PREVIOUS CLOSE 3.04
VOLUME 14085
52-Week high 6.57
52-Week low 1.31
P/E 99.00
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.33
CLOSE 3.04
VOLUME 14085
52-Week high 6.57
52-Week low 1.31
P/E 99.00
Mkt Cap.(Rs cr) 10
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Space Incubatrics Technologies Ltd. (SPACEINCUBATRIC) - Director Report

Company director report

To

The Members

Space Incubatrics Technologies Limited

Your Directors are pleased to present their 5thAnnua Report on the affairsof the Company for the financial year ended March 31st 2021.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year under review along with previousyear's figures are given here under:

(Audited)

(Amount in Lakh)

Particulars Financial Year ended 31.03.2021 Financial Year ended 31.03.2020
Total Revenue 66.65 76.99
Total Expenses 39.05 48.63
Profit before Tax 27.60 28.36
Less: Current Tax 7.13 7.30
Deferred Tax -0.01 0.1 3
Profit/(Loss) for the period 20.48 20.93
Earning Per Equity Shares
1. Basic 0.06 0.06
2. Diluted 0.06 0.06

2. COVID IMPACT

For first two quarters of the financial year ended 31 March 2021 the Company had tosuspend all its business activities at different times to comply with the lockdowninstructions issued by the Central and State Governments for prevention of spread ofCovid-19 pandemic. That had impacted the normal business operations of the Company by wayof low demand supply chain disruption and unavailability of manpower and other personnelduring the lock-down period .

During the period starting from April 01 2021 till the date of this report theCompany's management has made initial assessment of likely adverse impact on business andfinancial risks on account of Covid-19 and that the management does not see any medium tolong term risks in the Company's ability to continue as a going concern and meeting itsliabilities and compliance with the debt covenants as applicable.

Company is following Government Directives regarding health and safety of all employeesin order to minimize the risk of spreading of COVID-19. At workplace the focus is onsocial distancing and hygienic practices for the safety of the employees. For all officeemployees safe working spaces is made available through regular sanitizationcommunication campaigns on various precautions in office and while travelling to office.Employees are advised to download the Aarogya Setu app launched by the Government of India and management of the Company monitored the same. All security personnel andhousekeeping staff were trained on safety measures including thermal screening for allindividuals entering the premises including customers and vendors.

3. FINANCIAL HIGHLIGHTS

During the period under review revenue of the Company decreased from Rs. 76.99 Lakh toRs.66.65 Lakh i.e. a decreased of 13.43%. Further the Net profit after Tax decreased toRs 20.48 Lakh from Rs. 20.93 Lakh i.e. decreased around 2.15%.

4. DIVIDEND

In view of no sufficient appropriable profits the directors regret their inability torecommend any dividend for the current year under the review.

5. STATE OF COMPANY'S AFFAIRS

As your company could not achieve much in the line for which it was incorporatedtherefore your management soght of alternative ways. It now intends to start activity inthe field of Textile Sector & Trading activities in all types of goods.

6. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company has formulated a Nomination & Remuneration Policy on Director'sappointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-section (3) ofSection 178 of the Companies Act 2013 adopted by the Board is available on the websiteof the Company: http://spaceincubatrics.com/wp-content/uploads/2018/08/NRC_Policy.pdf

We affirm that the remuneration paid to the directors is as per the terms laid out inthe Nomination & Remuneration policy of the Company.

7. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company has a Policy on Prohibition Prevention and Redressal of Sexual Harassmentof Women at Workplace and matters connected therewith or incidental thereto covering allthe aspects as required under the "The Sexual Harassment of Women at Workplace(Prohibition Prevention and Redressal) Act 2013.The Company has constituted InternalComplaints Committee (ICC) Known as Prevention of Sexual Harassment (POSH) Committee toenquire in to complaints of Sexual Harassment and recommend appropriate action. There wereno complaints received under the aforesaid policy during the year.

8. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

As the size of Company's activities presently is very small it is not having anInternal Audit Department. As and when the activities will increase the internal auditdepartment will be strengthened .

9. SHARE CAPITAL

The Authorised Share Capital of the Company as on March 31 20201 stands at Rs.420000070/- divided into 42000007 equity shares of Rs. 10/- each. The Subscribed andPaid-up Share Capital is Rs. 346091760/- divided into 34609176 equity shares of Rs.10/- each fully paid-up.

During the year under review the Company has not issued any Equity share withdifferential voting rights nor has granted any Stock Options or Sweat Equity.

10. CORPORATE GOVERNANCE

Pursuant to the Listing Regulations a separate section titled 'Corporate Governance'has been included in this Annual Report along with the 'Management Discussion Analysis'and 'General Shareholder Information' .

All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for F.Y. 2020-2021. A declaration to this effect signed by the ManagingDirector and Chief Financial Office r of the Company is included in this Annual Report.

The Managing Director and Chief Financial Officer have certified to the Board withregard to the financial statements and other matters as specified in the SEBI ListingRegulations 2015 .

As per Clause 27(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations Corporate Governance Report is annexed as Annexure-A as a part of thisReport.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report isincluded in this Report as Annexure-D.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Particulars of loans guarantees or investments covered under the provisions ofSection 186 of the Companies Act 2013 and Regulation 34(3) read with Schedule V of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 are mentionedin the notes forming part of the financial statements .

13. TRANSFER TO RESERVES

During the year under review the Company has not transferred any amount to Reserve.

14. DEPOSITS

Your Company has neither accepted nor renewed any deposits during the year underreview. There are no outstanding Deposits but there was an outstanding loan of Rs.3983461.47 not including interest from the Promoter-Directors of the Company which is anexempted as deposit under Rule 2(c)(viii) of Companies (Acceptance of Deposit) Rules2014.

15. CHANGE IN THE NATURE OF BUSINESS

The Company is incorporated to develop and or get developed Data CommunicationsServices Incubation Facilities Training and Value Added Services in the field of appdevelopment. Software imports and exports with a special focus on Startup Units of theSoftware Industry.The company now intends to start activity in the field of Textile Sectorand trading activities in all type of goods.

16. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATE ANDJOINT VENTURE COMPANIES

During the year under review Sybly International FZE the subsid iary of your companydidn't do any business. There are no other JV and associate company. Form AOC-1 isattached with this report as Annexture-E.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review there was no contracts/arrangements/transaction enteredby the Company during the financial year with related parties.

18. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT

There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year on March 312021 of the company to which thefinancial statements relate and the date of this report.

19. GENERAL INFORMATION

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme .

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or materia. Orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

20. DISCLOSURE OF PARTICULARS IN RESPECT TO CONSERVATION OF ENERGY:

As the Company has not carried any manufacturing activity therefore no information isrequired to be given. Therefore Form-A is not attached with this report.

21. NUMBER OF MEETINGS OF THE BOARD HELD

The Board of Directors duly meet 5 (Five) times during the financial year from 1stApril 2020 to 31 st March 2021. The dates on which the meetings were held areas follows:

30th July 2020 25thAugust 2020 12thNovember 2020 30th January 2021 and 31st March 2021.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimum blend ofExecutives and Non-Executive Professional Directors as on March 31 2021. The Board ofDirectors consists of five (5) Directors including One Chairman and Managing Director One(1) Executive Director Three (3) Non-executive Independent Directors including oneExecutive and Independent Woman Director and One (1) Company Secretary and Chief FinancialOfficer. The composition of the Board is in conformity with Regulation 17 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and the relevantprovisions of the Companies Act 2013. All the Directors possess the requisitequalifications and experience in general corporate Management Finance Banking and otherallied fields which enable them to contribute effectively to the Company in their capacityas Directors of the Company.

22. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) APPOINTMENT/REAPPOINTMENT/ CESSATION OF DIRECTORS

• Resignation of Mr. Dhanpal Jain as Independent Non-Executive Director of theCompany w.e.f. 28.08.2021.

• Resignation of Mr. Vinesh Mittal as Independent Non-Executive Director of theCompany w.e.f. 28.08.2021

• Appointment of Mrs. Ankita Garg (DIN:09252403) as Non-Executive IndependentDirector of the Company w.e.f. 28.08.2021

• Appointment of Mr. Sachin (DIN:09269555) as Non-Executive Independent Directorof the Company w.e.f. 28.08.2021

As per the provisions of the Companies Act 2013 Mr. Nishant Mittal retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appoin tment. The Board recommends his re-appointment for approval of the members inthe forthcoming Annual General Meeting.

b) KEY MANAGERIAL PERSONNEL

• Mrs. Kh ushbu Singhal ceases to be the Company Secretary of the Company w.e.f.31st March 2021.

• Mr. Mahesh Chand Mittal ceases to be the Chief Financial Officer of the Companyw.e.f. 31st March 2021.

• Mr. Yogesh Kumar Garg has been appointed as Company Secretary and ChiefFinancial Officer of the Company w.e.f. 01st April 2021.

• Mr. Yogesh Kumar Garg ceases to be the Company Secretary and Chief FinancialOfficer of the Company w.e.f. 28th August 2021.

• Mrs. Megha Vashistha has been appointed as Company Secretary and Chief FinancialOfficer of the Company w.e.f. 29th August 2021.

23. COMMITTEES OF THE BOARD

There was committee constituted during the period 2020-2021.

1. Audit Committee

The Composition of the Audit Committee is as under:

S. No. Name Designation Nature of Directorship
1. Mr. Dhan Pal Jain* Chairman Independent (Non Executive)
2. Mrs. Mamta Garg** Chairperson Independent (Non Executive)
3. Mr. Mahesh Chand Mittal Member Non-Independent (Executive)
4. Mr. Sachin*** Member Independent (Non Executive)

* Cessation of Mr. Dhan Pal Jain as Chairman w.e.f. 28.08.2021.

** M rs. Mamta Garg Appointed as Chairperson w.e.f. 28.08.2021.

***Appointment of Mr. Sachin as w.e.f. 28.08.2021.

2. Nomination & Remuneration Committee

The Composition of the Nomination & Remuneration Committee is as under:

S. No. Name Designation Nature of Directorship
1. Mr. Dhan Pal Jain* Chairman Independent (Non Executive)
2. Mrs. Mamta Garg Member Independent (Non Executive)
3. Mr. Vinesh Mittal** Member Independent (Non Executive)
4. Mrs. Ankita Garg*** Chairperson Independent (Non Executive)
5. Mr. Sachin**** Member Independent (Non Executive)

* Cessation of Mr. Dhan Pal Jain as Chairman w.e.f. 28.08.2021.

**Cessation of Mr. Vinesh Mittal as Member w.e.f. 28.08.2021.

***Appointment of Mrs. Ankita Garg as Chairperson w.e.f. 28.08.2021.

****Appointment of Mr. Sachin as Member w.e.f. 28.08.2021.

3. Stakeholder Relationship Committee

The Composition of the Stakeholder Relationship Committee is as under:

S. No. Name Designation Nature of Directorship
1. Mr. Dhan Pal Jain* Chairman Independent (Non Executive)
2. Mrs. Mamta Garg Member Independent (Non Executive)
3. Mr. Mahesh Chand Mittal** Member Non-Independent (Executive)
4. Mrs. Ankita Garg*** Chairperson Independent (Non Executive)
5 . Mr. Sachin**** Member Independent (Non Executive)

*Cessation of Mr. Dhan Pal Jain as Chairman w.e.f. 28.08.2021.

** Cessation of Mr. Mahesh Chand Mittal as Member w.e.f. 28.08.2021.

***Appointment of Mrs. Ankita Garg as Chairperson w.e.f. 28.08.2021.

****Appointment of Mr. Sachin as Member w.e.f. 28.08.2021.

24. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act2013 the Directors confirm that:

a) In the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of the loss ofthe Company for the year ended on that date;

c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a 'Going Concern' basis;

e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

25. AUDITORS Auditors

The shareholders of the Company at AGM held on 29.09.2017 had appointed M/s V.S. Gupta& Co. Chartered Accountants having FRN No. 00724C based at 200 Western KutcheryRoad Meerut-250001 as the Statutory Auditors of the Company for an initial term of 5years from the conclusion of the 1st annual general meeting until theconclusion of 6th annual general meeting to be held in 2022.

Auditor's report

The Auditor Report for the financial year ended March 31st 2021. There isno adverse qualification/remark in the Auditor's Report

Cost Auditors

Companies (Cost Records and Audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 2020-2021.

26. SECRETARIAL AUDITORS & SECRETARIAL AUDITOR'S REPORT

The Board had appointed M/s. Sonia Rani & Associates (CP No. 20372) PracticingCompany Secretaries to carry out Secretarial Audit in accordance with the provisions ofSection 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 for the financial year ended March 31st2021. The Secretarial Audit Report for the financial year ended March 31st 2021 has been obtained and does not contain any qualification which requires any commentsfrom the Board. The Secretarial Audit Report for financial year ended March 31st2021 is annexed to this report as Annexure ‘B'.

27. EXTRACT OF THE ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 the copy of Annual Return can be accessed atCompany's website at:

https://www.spaceincubatrics.com/wp-content/uploads/2021/08/Form_MGT-7_Space_2020.pdf

28. FORMAL ANNUAL EVALUATION

In compliance with the provisions of the Act and the SEBI (LODR) 2015 a formal Annualperformance evaluation of the Board its Committees and individual directors includingthe Independent Directors was carried out during the FY 2020-2021. The Performanceevaluation was carried out by the Nomination and Remuneration Committee based on the"Annual Evaluation Framework" prepared by the Committee.

Furthermore the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and non-executive directors asstipulated under the Act and SEBI (LODR) 2015.

The details of the framework for performance evaluation of Independent DirectorsBoard Committees and other individual Directors are placed on the website of the companyat the link:

https://www.spaceincubatrics.com/wp.content/uploads/2018/08/Familiarization_Policy_Independent_Directors.pdf

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company:

https://www.spaceincubatrics.com/wpcontent/uploads/2018/08/Familiarization_Policy_Independent_Directors.pdf

29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING ANDOUTGO

Since no manufacturing carried on therefore no Conservation of energy detail is given.

30. DISCLOSURES REQUIRED WITH RESPECT TO SECTION 197(12) OF THE COMPANIES ACT 2013PARTICULAR OF EMPLOYEES:

The statement containing particulars of employees as required under section 197(12) ofthe Companies Act 2013 read with rule 5 of the Companies (Appointment of ManagerialPersonnel) Rules 2014 is given in ‘Annexure-C' and forms part of this Report.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts orTribunals impacting the Going Concern status and company's operations in future.

32. SHARES

a. Buy back of securities

The Company has not bought back any of its securities during the year under review.

b. Sweat equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus shares

No Bonus Shares were issued during the year under review .

d. Issue of shares with differential voting rights

The Company has not issued any Shares with differential rights during the year underreview .

e. Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees .

33. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of Rupees Five Hundred Crore or more or turnover of Rupees One ThousandCrore or more or a net profit of Rupees Five Crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is not falling under the preview ofsaid section during the year.

34. DECLARATION OF INDEPENDENT DIRECTOR

The Independent directors have submitted their disclosures to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Board confirms that the Independent Directors meet the criteria aslaid down under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. None of the Independent Directors on the Board of theCompany serve as an Independent Director in more than Seven (7) Listed Companies nor holdsthe position of Whole Time Director in any Listed Company.

 

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Companies Act 2013 andRegulation 25(3) of SEBI (LODR) 2015 a separate meeting of the Independent Directors ofthe Company held during financial year.

35. ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has formulated a Vigil Mechanism Policy to encourage all employees anddirectors of the Company to report any unethical behavior actual or suspected fraud orviolation of the Code of the Company and to provide a secure environment to such employeesacting in good faith and safeguarding them from any adverse action by the management. Thispolicy is in line with the requirements of the provisions of the Section 177(9) of theCompanies Act 2013 read with rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014. The Vigil Mechanism is available on the website of the Company:http://spaceincubatrics.com/wp-content/uploads/2018/08/Whistle_Blower_Policy.pdf

36. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Company has developed andimplements the Risk Management Policy for the Company including identification therein ofelements of risk if any which is in the opinion of th e Board may threaten theexistence of the Company.

These are discussed at the meeting of the Audit Committee and the Board of Directors ofthe Company.

At present the Company has not identified any element of risk which Contingentliability exceeds networth still there is no risk/threat

37. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION & PROTECTION FUND

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared.

38. ACKNOWLEDGEMENTS

The Board of Directors acknowledges with gratitude the co-operation extended by theCompany's Bankers and also appreciates the continued trust and confidence reposed by theShareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company's employees at alllevels.

By Order of the Board For Space Incubatrics Technologies Limited
Sd/-
(Nishant Mittal) Managing Director
DIN: 02766556
Residential Address:
Flat No.603 Tower-2 Orange County
AhinsaKhand -1 Near Aditya Cinemas
Date : 28th August 2021 IndirapuramShipra Sun City
Place : Muradnagar Ghaziabad 201014 Uttar Pradesh

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