Your Directors are pleased to present their 8thAnnual Report on the affairs of the Company for the financial year ended March 31st, 2024.
The Company's financial performance for the yearended March 31, 2024 under review along with previous year's figures, are givenhere under:-
Particulars
Financial Year ended 31.03.2024
Financial Year ended 31.03.2023
Total Revenue
45.07
56.36
Total Expenses
41.96
55.25
Profit before Tax
3.11
1.11
Less: Current Tax
1.08
0
Deferred Tax
-0.27
-0.09
Profit/(Loss) for the period
2.30
-3227.78
Earning Per Equity Shares
1. Basic
0.01
-9.33
2. Diluted
During the period under review revenue of the Company decreased from Rs.56.36 Lakh to Rs.45.07 Lakh i.e. decrease of 20%. Further,the Net profit after Tax increase to Rs 2.30 Lakh from Rs.-3227.78 Lakh i.e. increase around 100%.
In view of no sufficient appropriable profits, the directors regret their inability to recommend any dividend for the current year underthe review.
As your company could not achieve much in the line for which it was incorporated therefore your management sought of alternativeways. It now intends to start activity in the field of Textile Sector & Trading activities in all types of goods.
The Company has formulated a Nomination & Remuneration Policy on Director's appointment and remuneration, including criteria fordetermining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section178 of the Companies Act, 2013, adopted by the Board, is available on the website of 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 in the Nomination & Remuneration policy of theCompany.
Your Directors state that during the year under review, pursuant to the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013 the Company was not required to constitute an Internal Complaints Committee. Further, duringthe year under review, there were no complaints or cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention,Prohibition and Redressal) Act, 2013.
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence tothe Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completenessof the accounting records, and the timely preparation of reliable financial disclosures.
The Company's Internal Control Systems are commensurate with the nature of its business and the size and complexity of its operations.It comprises audit and compliance by internal audit checks by M/s. Karan Mittal & Co., Internal Auditors of the Company.
The Internal Auditors independently evaluate the adequacy of internal controls and concurrently audit the financial transactions andreview various business processes. Independence of the Internal Auditors and therefore compliance is ensured by the direct report ofinternal audit division and Internal Auditors to the Audit Committee of the Board.
The Authorised Share Capital of the Company as on March 31, 2024 stands at Rs. 42,00,00,070/- divided into 4,20,00,007 equity sharesof Rs. 10/- each. The issue, Subscribed and Paid-up Share Capital as on 31st March, 2024 is Rs. 34,60,91,760/- divided into 3,46,09,176equity shares of Rs. 10/- each fully paid-up.
During the year under review, the Company has not issued any Equity share with differential voting rights nor has granted any StockOptions or Sweat Equity.
During the year under review, there was no change in the capital structure of the Company.
Pursuant to the Listing Regulations, a separate section titled 'Corporate Governance' has been included in this Annual Report, alongwith the 'Management Discussion Analysis' and 'General Shareholder Information'.
All Board members and Senior Management personnel have affirmed compliance with the Code of Conduct for F.Y. 2023-2024. Adeclaration to this effect signed by the Managing Director and Chief Financial Officer of the Company is included in this Annual Report.
The Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other mattersas specified in the SEBI Listing Regulations, 2015.
As per Clause 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations Corporate Governance Report is annexed asAnnexure-A as a part of this Report.
As required under Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,2015, the Management Discussion and Analysis Report is included in this Report as Annexure-B.
Particulars of loans, guarantees or investments, covered under the provisions of Section 186 of the Companies Act, 2013 and Regulation34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are mentioned in the notesforming part of the financial statements.
During the year under review, the Company has not transferred any amount to Reserve.
Your Company has neither accepted nor renewed any deposits during the year under review.
There is no change in the nature of the Business during the Financial Year under review.
During the year under review, M/s. Sybly International FZE the subsidiary of your company didn't do any business. There are no otherJV and associate company. Form AOC-1 is annexed as annexure-C with this report. Further, M/s. Sybly International FZE have beendissolved with effect from July 24, 2024.
During the year under review, there was no contracts/arrangements/transaction entered by the Company during the financial yearwith related parties.
There are no material changes affecting the affairs of the company which have occurred between the end of the financial year on March31, 2024 of the company to which the financial statements relate and the date of this report.
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on theseitems 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 Company under any scheme.
4. Neither the Managing Director nor the Whole Time Directors of the Company receive any remuneration or commission from anyof its subsidiaries.
5. No significant or material Orders were passed by the Regulators or Courts or Tribunals which impact the going concern status andCompany's operations in future.
As on March 31, 2024, 99.80 % of the Company's total equity paid up capital representing 3,45,41,654 equity shares are held indematerialized form. SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 mandates that the transfer, excepttransmission and transposition of securities, shall be carried out in dematerialized form only with effect from 1st April 2019. TheCompany has directly sent intimation to shareholders who hold shares in physical form advising them to get their shares dematerialized.
The Board of Directors duly meet 5 (Five) times during the financial year from 1st April, 2023 to 31st March, 2024. The dates on whichthe meetings were held are as follows:
Your Company is managed and controlled by a Board comprising an optimum blend of Executives and Non-Executive ProfessionalDirectors as on March 31, 2024. The Board of Directors consists of four (4) Directors including One (1) Managing Director, One (1)Non-Executive Director, Two (2) Non-executive Independent Directors, including one Non-Executive Independent Woman Directorand One (1) Company Secretary and Chief Financial Officer. The composition of the Board is in conformity with Regulation 17 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013. All
the Directors possess the requisite qualifications and experience in General Corporate Management, Finance, Banking and other alliedfields which enable them to contribute effectively to the Company in their capacity as Directors of the Company.
As per the provisions of the Companies Act, 2013, Mr. Mahesh Chand Mittal retires by rotation at the ensuing Annual GeneralMeeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for approval of themembers in the forthcoming Annual General Meeting.
There is no change during the Year 2023-2024.
There was committee constituted during the period 2023-2024:
The Composition of the Audit Committee is as under:
S. No.
Name
Designation
Nature of Directorship
1.
Mrs. Ankita Garg
Chairperson
Independent (Non Executive)
2.
Mr. Sachin
Member
3.
Mr. Nishant Mittal
Non-Independent (Executive)
The Composition of the Nomination & Remuneration Committee is as under:
Mr. Mahesh Chand Mittal
Non-Independent (Non-Executive)
The Composition of the Stakeholder Relationship Committee is as under:
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013 the Directors confirm that:
a) In the preparation of the annual accounts for the year ended March 31, 2024 the applicable accounting standards read withrequirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profitof the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a 'Going Concern' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controlsare adequate and are operating effectively; and.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systemswere adequate and operating effectively.
The shareholders of the Company at AGM held on September 30, 2022 had appointed M/s. V.S. Gupta & Co., Chartered Accountants,
having FRN No. 00724C ("the Auditors"), as the Statutory Auditors of the Company for an initial term of 5 years.
The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of
India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.
During the year under review, the Audit Committee reviewed the independency, objectivity of the Auditors and the effectiveness of the
audit process. The Auditors attended the Annual General Meeting of the Company held during the year under review
The Auditor Report for the financial year ended March 31st, 2024. There is no adverse qualification/remark in the Auditor's Report.Cost Auditors
Companies (Cost Records and Audit) (Amendment) Rules, 2015 are not applicable on the Company for the financial year 2023-2024.
The Board had appointed M/s. Sonia Rani & Associates (CP No. 20372) Practicing Company Secretaries, any peer review number3412/2023 to carry out Secretarial Audit in accordance with the provisions of Section 204 of the Companies Act, 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the financial year ended March 31st, 2024. The SecretarialAudit Report for the financial year ended March 31st, 2024 has been obtained and does not contain any qualification, which requires anycomments from the Board. The Secretarial Audit Report for financial year ended March 31st, 2024 is annexed to this report as Annexure'D'.
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 at Company's website at:
https://www.spaceincubatrics.com/wp-content/uploads/2023/03/MGT-7_Space_2023.pdf
In compliance with the provisions of the Act and the SEBI (LODR), 2015, a formal Annual performance evaluation of the Board, itsCommittees and individual directors, including the Independent Directors was carried out during the FY 2023-2024. The Performanceevaluation was carried out by the Nomination and Remuneration Committee based on the "Annual Evaluation Framework" preparedby the Committee.
Furthermore, the Independent Directors at their exclusive meeting held during the year, reviewed the performance of the Board, itsChairman, and non-executive directors as stipulated under the Act and SEBI (LODR), 2015.
The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directorsare placed on the website of the company at 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 the Company, their roles, rights, responsibilities in theCompany, nature of the industry in which the Company operates, business model of the Company and related matters are put up onthe website of the Company:
https://www.spaceincubatrics.com/wpcontent/uploads/2018/08/Familiarization_Policy_Independent_Directors.pdf
In view of the nature of activities, the particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule8 of the Companies (Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption are not applicable to theCompany.
Pursuant to Section 134(3)(m) of the Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, there was noforeign exchange inflow and outflow during the year under review.
The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with rule 5 of theCompanies (Appointment of Managerial Personnel) Rules, 2014 is given in 'Annexure- E' and forms part of this Report.
There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status andcompany's operations in future.
During the year under review, neither the statutory auditors nor the secretarial auditors has reported any instance of fraud committedagainst the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.
Pursuant to the provisions of Section 135 of the Companies Act, 2013 every company having net worth of Rupees Five Hundred Croreor more, or turnover of Rupees One Thousand Crore 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 a Corporate Social Responsibility Policy. YourCompany is not falling under the preview of said section during the year.
The Independent directors have submitted their disclosures to the Board that they fulfill all the requirements as to qualify for theirappointment as an Independent Director under the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board confirms that the IndependentDirectors meet the criteria as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. None of the Independent Directors on the Board of the Company serve as an Independent Director in more thanSeven (7) Listed Companies nor holds the position of Whole Time Director in any Listed Company.
In accordance with the provisions of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of SEBI (LODR), 2015, a separatemeeting of the Independent Directors of the Company held on 13 February, 2024 .
The Company has formulated a Vigil Mechanism Policy to encourage all employees and directors of the Company to report any unethicalbehavior, actual or suspected fraud or violation 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. This policy is in line with the requirements ofthe provisions of the Section 177(9) of the Companies 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
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Company has developed and implements the Risk Management Policy forthe Company including identification therein of elements of risk, if any, which is in the opinion of the Board, may threaten the existenceof the Company.
These are discussed at the meeting of the Audit Committee and the Board of Directors of the Company.
At present the Company has not identified any element of risk which Contingent liability exceeds net worth still there is no risk/threat
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared.
Your directors state that applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and notified byMinistry of Corporate Affairs (MCA) have been duly followed by Company.
There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code,2016 during the year under review. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks andFinancial Institutions.
None of the Directors of your Company is disqualified for the financial year 2023-24 as per the provisions of Section 164 and 167 of theCompanies Act, 2013 Act. The Directors of the Company have made necessary disclosures as required under various provisions of theCompanies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015.
All important and pertinent investor's information such as financial results, policies/codes, disclosures and project updates are madeavailable on the Company's website (www.spaceincubatrics.com) on a regular basis.
The Board of Directors acknowledges with gratitude the co-operation extended by the Company's Bankers and also appreciates thecontinued trust and confidence reposed by the Shareholders in the management. They also place on record their appreciation for thevaluable contribution and whole hearted support extended by the Company's employees at all levels.