GLOBE COMMERCIALS LIMITED.
Your Directors have great pleasure in presenting 32nd Annual Report alongwith the Audited
Balance Sheet and Profit and Loss Account for the year ended March 31 2017.
|1. FINANCIAL RESULTS: || || |
| || ||(Amt. In Rs.) |
| || ||Year ended |
|PARTICULARS ||2017 ||2016 |
|Total Income ||4305943 ||4751354 |
|Total Expenditure ||4087330 ||3940954 |
|Gross Profit/(Loss) before Tax ||218612 ||810400 |
|Provision for Tax Current Tax ||-- ||(597293) |
|Profit after Tax ||218612 ||213107 |
In order to conserve the resources your Directors do not recommend any dividend forthis year.
Your Company did not accept any deposits from the public during the current year.
4. EXTRACT OF ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 are furnished in AnnexureA and is attached to this Report.
5. NUMBER OF BOARD MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the
Board's approval is taken by passing resolutions through circulation as permitted bylaw which are confirmed in the subsequent Board meeting.
The Board met 6 (Six) times during the financial year ended March 31 2017. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013. The maximum interval between any two meetings did not exceed 120 days asprescribed under the Companies Act 2013.
Mr. Prasad Bagwe (DIN: 07408988) Director of the Company is liable to retire byrotation at the ensuing AGM pursuant to the provisions of Section 152 of the CompaniesAct 2013 read with the Companies (Appointment and Qualification of Directors) Rules 2014and being eligible have offered himself for reappointment.
Mr. Kunjan Deliwala Director of the Company has resigned from the Board w.e.f. April20 2016. Ms. Drishti Sharma Company Secretary of the Company has resigned from the Boardw.e.f. November 02 2016. Ms. Minal Kejriwal was appointed as Company Secretary W.e.f.December 13 2016 and she resigned from the post w.e.f. March 07 2017.
7. DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors hereby confirms that:
i) In the preparation of the annual accounts the applicable accounting standard hadbeen followed along with proper explanation relating to material departures;
ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the Profit or Loss of the Company for that period;
iii) That the Directors have taken proper and sufficient care for the maintenances ofadequate accounting records in accordance with the provision of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv) That the Directors have prepared the Annual accounts on a going concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
8. DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(7) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
9. POLICY ON DIRECTORS APPOINTMENT REMUNERATION & BOARDS PERFORMANCE:
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors. The Directors were satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
10. COMMENTS ON AUDITOR'S REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made byM/s. Shyam C. Agrawal & Co. Chartered Accountants Mumbai in their report.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company in the year under review.
M/s. Shyam C. Agrawal & Co. Chartered Accountants Mumbai (Firm Registration No as110243W) was appointed as Statutory Auditors at the Annual General Meeting held onSeptember 29 2014 for the period of Five (5) years. i.e. for the Annual General Meetingto be held in year 2019 subject to ratification at each Annual General Meeting. TheCompany has received letter from them to the effect that their appointment if made wouldbe within the prescribed limits under Section 141(3) (g) of the Companies Act 2013 andthat they are not disqualified from appointment.
12. SECRETARIAL AUDITOR & REPORT:
The Board of Directors of the Company has appointed HS Associates Practicing CompanySecretaries to conduct the Secretarial Audit for the financial year 2016-2017. TheSecretarial audit report for the financial year ended March 31 2017 is Annexure Bto this Report.
13. INTERNAL AUDITORS:
As per section 138 of the Companies Act 2013 the Company has appointed Mr. NitinAshok Agrawal Chartered accountant as an Internal Auditor of the Company for the year to2017-2018 to conduct the internal audit and to ensure adequacy of the Internal controlsadherence to Company's policies and ensure statutory and other compliance throughperiodical checks and internal audit.
14. CORPORATE GOVERNANCE:
The Company falls under the criteria 15(2) (a) of the SEBI (Listing Obligations &Disclosure Requirements) (LODR) Regulations 2015 as the Paid-up capital of the Companywas below Rs. 100000000/- (Rupees Ten Crores Only) and Net Worth was below Rs.250000000/- (Rupees Twenty-Five Crores Only) as on the last day of the previousfinancial year.
As on March 31 2017 the Company's Paid up Capital is of Rs. 30010000/- (RupeesThree Crores Ten Thousand Only) and Net worth is of Rs. 59477017/- (Rupees Five CroresNinety-Four Lakhs Seventy-Seven Thousand & Seventeen Only)
Hence compliance with Corporate Governance provisions as per SEBI (LODR) Regulations2015 are not applicable to the Company.
15. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows
1. Audit Committee.
2. Stakeholders' Relationship Committee.
3. Nomination & Remuneration Committee.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT 2013:
The particulars of loans guarantees and investments have been disclosed in thefinancial Statement.
17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no transactions entered into with related parties as defined under CompaniesAct 2013 during the year. There have been no material related party transactionsundertaken by the Company under Section 188 of the Companies Act 2013 and hence nodetails have been enclosed pursuant to clause (h) of subsection (3) of Section 134 ofCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014AOC-2'.
18. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year of the Company to which the financialstatements relate and the date of the report.
19. CONSERVATION OF ENERGY TECHNOLOGY & FOREIGN EXCHANGE:
Information on conservation of energy technology absorption foreign exchange earningsand out go is required to be given pursuant to provision of Section 134 of the CompaniesAct 2013 read with the Companies (Accounts) Rules 2014 is not applicable to Company.
20. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns.
21. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review is annexedas
ANNEXURE C of this report.
22. PARTICULARS OF EMPLOYEES:
During the Financial Year the Company does not have any employee who was drawingremuneration required to be disclosed pursuant to the Section 197 of Companies Act 2013read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to the Directors'Report. In terms of the provisions of Section 136(1) of the Companies Act 2013 theDirectors' Report is being sent to the shareholders without this annexure. Shareholdersinterested in obtaining a copy of the annexure may write to Mr. Prasad Bagwe ManagingDirector at the Company's registered office.
Since the Company has no subsidiaries provision of Section 212 of the Companies Act1956 is not applicable.
24. CORPORATE SOCIAL RESPONSIBILITY:
The Provisions of Section 134(3) (o) and Section 135 of the Companies Act 2013 readwith Rule 8 of Companies (CSR Policy) Rules 2014 regarding corporate socialresponsibility do not apply to the company for the period under review.
The Directors take this opportunity to thank all the employees Banks and Customers fortheir contribution to the Company's performance during the year under review.
By Order of the Board For GLOBE COMMERCIALS LIMITED
SD/- PRASAD BAGWE
DATE: 14 August 2017