Globe Industrial Resources Ltd.
|BSE: 539991||Sector: Others|
|NSE: N.A.||ISIN Code: INE700F01016|
|BSE 05:30 | 01 Jan||Globe Industrial Resources Ltd|
|NSE 05:30 | 01 Jan||Globe Industrial Resources Ltd|
|BSE: 539991||Sector: Others|
|NSE: N.A.||ISIN Code: INE700F01016|
|BSE 05:30 | 01 Jan||Globe Industrial Resources Ltd|
|NSE 05:30 | 01 Jan||Globe Industrial Resources Ltd|
To the Shareowners
Your Directors take pleasure in presenting the 32ndAnnual Report on thebusiness and operations of your Company along with the audited standalone financialstatements for the year ended March 31 2017.
Globe Industrial Resources Limited was incorporated under Companies Act 1956 on 26thJune 1985.Equity Shares of the Company are listed on BSE Limited and MetropolitanStock Exchange of India Limited (MSEI) (formerly known as MCX Stock Exchange Limited).
FINANCIAL SUMMARY/HIGH LIGHTS/PERFORMANCE OF THE COMPANY (STANDALONE)
The Company's financial results are as under:
(Amount in Lakhs.)
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The total revenue from operations of your Company for the year ended March 31 2017stood at Rs.4044000/- as against Rs. 9862838/-for the year ended March 31 2016. TheProfit before tax stood at Rs.21404/- as compared to Rs. 5895194/-in the previous year.The Profit after tax for the year ended March 31 2017 stood at Rs. 14081/- as comparedto Rs. 5793194/-in the previous year ended March 31 2017.
There has been no change in the business of the Company during the year under review.
STATE OF COMPANY'S AFFAIRS
With the expected positive momentum in the Indian economy the Company is focused ongrowth and achieving profitability along with a renewed commitment to customer service.Innovations investment and positive modifications are expected in the near futureboosting the Company's revenue. Together with forward looking strategy the Company isalso focusing extensively on expanding the business and operational improvements throughvarious strategic projects for operational excellence.
Your Company has not transferred any amount to general reserve out of the profits ofthe year.
The Company needs further funds to enhance its business operations to upgrade theefficiency and to meet out the deficiencies in working capital. The Directors thereforedo not recommend any dividend on Equity Shares for the financial year 2016-17.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
In the opinion of the Board there has been no material changes and commitments ifany affecting the financial position of the Company which have occurred between the endof the financial year of the Company to which the financial statements relate and the dateof the report.
During the year under review there is no change in share capital of the Company.
While the business risk associated with operating environment ownership structureManagement System & Policy the financial risk lies in Asset Quality LiquidityProfitability and Capital Adequacy. The company recognizes these risks and makes besteffort to mitigate them in time. Risk Management is also an integral part of the Company'sbusiness strategy.
Business Risk Evaluation and Management is an ongoing process within the Organization.The Company has a robust risk management framework to identify monitor and minimize riskas also identify business opportunities.
INTERNAL CONTROL SYSTEMS
The Company's Internal Control System is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations. The internal control system is supported by aninternal audit process for reviewing the adequacy and efficiency of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.
The Company believes in the conduct of its affairs in a fair and transparent manner byadopting highest standards of professionalism honesty integrity and ethical behaviour.The Company is Committed to develop a culture in which every employee feels free to raiseconcerns about any poor or unacceptable practice and misconduct. In order to maintain thestandards has adopted lays down this Whistle Blower Policy to provide a framework topromote responsible and secure whistle blowing. The Board of Directors of your Company hasadopted the Vigil Mechanism and Whistle Blower Policy in compliance of Companies Act2013.
People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.
The Company recognizes people as its most valuable asset and the Company has kept asharp focus on Employee Engagement. The Company's Human Resources is commensurate with thesize nature and operations of the Company.
The Company has complied and continues to comply with all the applicable regulationscirculars and guidelines issued by the Ministry of Corporate Affairs (MCA) StockExchange(s) Securities and Exchange Board of India (SEBI) etc.
The Company has complied with all applicable provisions of the Companies Act 1956 andthe Companies Act 2013 Listing Agreement executed with the Stock Exchanges SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and other applicablerules/regulations/guidelines issued from time to time.
During the year under review the Company has not accepted any deposits from the publicunder Section 73 of the Companies Act 2013 and rules made there under. There is nounclaimed or unpaid deposit lying with the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):
There had been some changes in the Directors and some appointments of Key ManagerialPersonnel were made to comply with the provisions of the Companies Act 2013. The saidchanges are as follows:
Key Managerial Personnel(KMP)
As per Article 34(1) of the Articles of Association of the Company one third of theDirectors are liable to retire by rotation at the Annual General Meeting of the Company. Mr.Uday Jatin Shah (DIN: 00126201) Director is liable to retire by rotation.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.
PARTICULAR OF EMPLOYEES AND RELATED DISCLOSURES
The information required under Section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:
i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year:
# No Remuneration was paid to directors during the year under review except sittingfees.
*the expression" median" mean the numerical value separating the higher halfof a population from the lower half and the median of a finite list of numbers may befound by arranging all the observations from lowest value to highest value and picking themiddle one.
# Resigned during the year.
ii) The percentage increase in remuneration of each Director Chief ExecutiveOfficer Chief Financial Officer Company Secretary or Manager if any in the FinancialYear:
iii) The percentage increase in the median remuneration of employees in thefinancial year: NIL
iv) the number of Permanent employees on the rolls of the company : 3 (three)
v) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Therewas no remuneration paid to employees. Hence the comparison between the two cannot bemade.
vi) the key parameters for any variable component of remuneration availed by thedirectors: Nil
vii) Affirmation that the remuneration is as per the remuneration policy of thecompany:
It is hereby affirmed that the remuneration paid during the year is as per theRemuneration Policy of the Company.
DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION ORMANAGERIAL PERSONNEL) RULES 2014
A. Details of Top ten employees in terms of remuneration drawn:
* Resigned on 15th May2017
B. Details of other employees under aforesaid Rules:
DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY
The Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under sub section (3) of Section 178 of the Companies Act 2013 as isadopted by the Board.
The Company has adopted a comprehensive policy on Nomination and Remuneration ofDirectors on the Board. As per such policy candidates proposed to be appointed asDirectors on the Board shall be first reviewed by the Nomination and RemunerationCommittee in its duly convened Meeting. The Nomination and Remuneration Committee shallformulate the criteria for determining the qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theRemuneration for the Directors Key Managerial Personnel and other employees. TheNomination and Remuneration Committee shall ensure that
a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;
b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c) Remuneration to directors and senior management involves a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the company and its goals. During the year under review none of the Directorsof the company receive any remuneration.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTOR OF THE COMPANY
All the Independent Directors are well appointed on the Board of Company in compliancewith the Companies Act 2013. The Company has received declarations from all theIndependent Directors of the Company confirming that they meet the criteria ofIndependence under sub-section (6) of section 149 of the Act.
SEPARATE MEETING OF INDEPENDENT DIRECTORS
In due compliance with the provisions of the Companies Act 2013 read with the rulesmade there under a separate meeting of independent directors performance ofnon-independent directors performance of the board as a whole was evaluated taking intoaccount the views of directors and non-executive directors. The same was discussed in theboard meeting that followed the meeting of the independent directors at which theperformance of the Board its committees and individual directors was discussed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188
Pursuant to the provisions of Section 188 of the Companies Act 2013 read with therules made there under and SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the Company had not entered into any contract/arrangement/ transactionwith related parties which could be considered material. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly particulars of contracts orarrangements with related parties referred to in Section 188(1) of the Companies Act 2013along with the justification for entering into such contract or arrangement in Form AOC-2does not form part of the report.
The agenda and Notice for the Meetings is prepared and circulated in advance to theDirectors. The Board of Directors of the Company met Five(5) times during the financialyear 2016-17 i.e.
30.05.2016 12.08.2016. 02.09.2016 14.11.2016 and 03.02.2017
Details of attendance of board meetings by directors of the Company are as follows:
The necessary quorum was present in all the meetings. The intervening gap between anytwo meetings was not more than one hundred and twenty days as prescribed by the CompaniesAct 2013.
COMPOSITION/COMMITTEES OF THE BOARD:
The Board has re-constituted an Audit Committee in accordance with the requirement ofCompanies Act 2013 and other applicable provisions. All members of Audit Committee arefinancially literate and 2 Directors out of 4 members have financial management expertise.This Committee comprises of the following Directors as on date:
The Audit Committee met Five (5) times during the financial year 2016-17 on 30.05.201612.08.2016. 02.09.2016 14.11.2016and 03.02.2017
Details of attendance of meetings of Committee by members are as follows:
During the year under review the Board accepted all the recommendations made by theAudit Committee of the Board.
NOMINATION AND REMUNERATION COMMITTEE:
The Company had re-constituted the Remuneration Committee (renamed as Nomination andRemuneration Committee) to decide and fix payment of remuneration and sitting fees to theDirectors of the Company as per provisions u/s 178 of the Companies Act 2013. Thiscommittee will look after the functions as enumerated u/s 178 of the Companies Act 2013.As on date this Committee comprises of the following Directors as on date:
The Nomination and Remuneration Committee met One (1) times during the financial year2016-17 on 2nd September 2016 Details of attendance of meetings of Committeeby members are as follows:
STAKEHOLDER RELATIONSHIP COMMITTEE:
The Stakeholder Relationship Committee looks into the redressal of the shareholderscomplaints in respect of any matter including transfer of shares non receipt of annualreport non receipt of declared dividend etc. As on date This Committee comprises of thefollowing Directors as on date:
The Stakeholder Relationship Committee met one times (1) times during the financialyear 2016-17 i.e. 2nd September 2016 Details of attendance of meetings ofCommittee by members are as follows:
RISK MANAGEMENT COMMITTEE:
The Company had re-constituted the Risk Management Committee. As on date thisCommittee comprises of the following Directors:
Risk Management Committee not met during the financial year 2016-2017.
APPOINTMENT OF STATUTORY AUDITORS
M/s Mulraj D Gala Chartered Accountants (Membership No.041206) was appointed asStatutory Auditors of the Company at the AGM held on September 30 2016.
Mr. Mulraj D Gala Chartered Accountants (Membership Number 041206) who are theStatutory Auditors of the Company hold office as statutory auditors until the conclusionof the 35th Annual General Meeting of the Company. Their appointment is subjectto ratification by the members at the 32nd Annual General Meeting.
STATUTORY AUDITORS' REPORT
The Auditors Report has been annexed with this report; Auditors' observations are selfexplanatory which do not call for any further clarifications
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s VCSR & Associates Practicing Company Secretary toundertake the Secretarial Audit of the Company for the Financial Year 2016-17. TheSecretarial Audit Report is annexed herewith as "Annexure B".
SECRETARIAL AUDITORS' REPORT
The Secretarial Auditors Report has been annexed with this report. There has been noqualification reservation or adverse remarks made by the Secretarial Auditors in theirreport for the financial year ended 31st March 2017
Pursuant to the provision of Section 138 of the Companies Act 2013 has mandated theappointment of Internal Auditor in the Company. Accordingly the Board had appointed M/sARR &Co. Chartered Accountants as the Internal Auditors of the Company for thefinancial year 2017-18.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return in Form MGT 9 is annexed herewith as "Annexure C".
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of the activities carried out by the Company Section 134(3)(m)of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014relating to conservation of energy and technology absorption are not applicable to theCompany. However the Company makes all efforts towards conservation of energy protectionof environment and ensuring safety. During the year under review the Company had noearnings and expenditure in foreign exchange.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Directors of your company confirm that:
a) In the preparation of the Annual Accounts for the financial year ended March 312017 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities. d)The Directors have prepared the Annual Accounts for the financial year ended March 312017 on a "going concern basis".
e) The Board of Directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.
f) The Board of Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
g) The Board of Directors have adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company.
Since the paid- up capital of the Company is less than Rs. 10 Crores and Net worth isless than Rs. 25 Crores the provisions of the Corporate Governance as stipulated underRegulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. However your Company has made every effort tocomply with the provisions of the Corporate Governance and to see that the interest of theShareholders and the Company are properly served. It has always been the Company'sendeavor to excel through better Corporate Governance and fair & transparentpractices many of which have already been in place even before they were mandated by thelaw of land.
The management of Company believes that it will further enhance the level of CorporateGovernance in the Company.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to provisions of Section 135 of the Companies Act 2013 read with the rulesmade there under the criteria for companying with the CSR activity does not applicable tothe Company throughout the year.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules there under theCompany has not received any complaint of sexual harassment during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There has been no significant and material order passed by any regulator courts ortribunals impacting the going concern status and operations of the Company in future.
DISCLOSURE OF FRAUDS IN THE BOARD'S REPORT U/S 143 OF THE COMPANIES ACT 2013
During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2016-2017.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a detailed Management Discussion and Analysis Report has been appendedseparately which forms part of this report and the Annual Report.
Your Directors wish to express their sincere appreciation for the support andcooperation which the Company continues to receive from its clients Banks GovernmentAuthorities Financial Institutions and associates and are grateful to the shareholdersfor their continued support to the Company. Your Directors place on record theirappreciation for the contributions made and the efforts put in by the management team andemployees of the Company at all levels.