Globe Textiles (India) Ltd.
|BSE: 538431||Sector: Industrials|
|NSE: GLOBE||ISIN Code: INE581X01013|
|BSE 05:30 | 01 Jan||Globe Textiles (India) Ltd|
|NSE 05:30 | 01 Jan||Globe Textiles (India) Ltd|
|BSE: 538431||Sector: Industrials|
|NSE: GLOBE||ISIN Code: INE581X01013|
|BSE 05:30 | 01 Jan||Globe Textiles (India) Ltd|
|NSE 05:30 | 01 Jan||Globe Textiles (India) Ltd|
Your Directors have the pleasure of presenting their 22nd Annual Report onthe business and operations of the Company and the accounts for the financial year endedMarch 31 2017.
The financial performance of the Company for the year ended 31st March 2017 issummarized below:
Your directors are pleased to report that for the year under review your Company hasbeen able to achieve a net turnover of Rs.190.42 Crore in the year 2016-17 as compared toRs.182.51 Crore in the previous year. PAT has increased by 102.99 % from Rs.1.67 Crore in2015-16 to Rs.3.39 Crore in 201617.
TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to reserves.
No divined is being recommended by the Directors for the year ending on 31stMarch 2017 as the Board of Directors wants to plough back the profit in the business.
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 period under review. Hence therequirement for furnishing the details of deposits which are not in compliance withChapter V of the Act is not applicable.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year there is no change in the nature of the business of the Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint venture or Associate Company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013 during the financial period under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business.
Particulars of contract or arrangements with related parties is annexed herewith inForm AOC 2 as "Annexure - A".
PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Companies Act 2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is not provided in the Report as the said provisions were not applicable to the Companyduring the year under review. Further no employee of the Company was in receipt of theremuneration exceeding the limits prescribed in the rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence no informationas required under the provisions of Section 197 of the Companies Act 2013 read with rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are provided in this report.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGAND OUTGO:
A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:
The details as required under Section 134 (3) (m) of the Companies Act 2013 inrespect of Conservation of Energy Technology Absorption are provided in "Annuexure -B" of this report.
B FOREIGN EXCHANGE EARNING & OUTGO:
MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Composition of Board
(1) Mrs. Purvi B. Parikh was appointed as on 28/02/2017.
(2) Mr. Yogesh Vaidya was appointed as on 27/03/2017.
(3) Mr. Bharat Patel was appointed as on 26/05/2017.
(4) Mr. Mohnish Bhalla was appointed as on 26/05/2017.
During the year following Directors were appointed.
(1) Mrs. Purvi Bhavin Parikh (DIN: 07732523) has been appointed as Director of theCompany w.e.f. 28th February 2017.
(2) Mr. Yogesh Kanhiyalal Vaidya (DIN: 00468732) has been appointed as IndependentDirector of the Company w.e.f. 27th March 2017.
(3) Mr. Bharatbhai Samjibhai Patel (DIN: 00243783) has been appointed as AdditionalIndependent Director of the Company w.e.f. 26th May2017.
(4) Mr. Mohnish Harbans Bhalla (DIN: 00221254) has been appointed as AdditionalIndependent Director of the Company w.e.f. 26th May2017.
During the year following KMP were appointed.
(1) Mr Bhavin Suryakant Parikh has been appointed as Chief Executive Officer/ ChiefFinancial Officer of the company w.e.f 22nd March 2017.
(2) Mr. Yash Manoj Shah has been appointed as Company Secretary of the company w.e.f 22ndMarch 2017.
iii. Change in Designation:
During the year change in designation of the following persons were made:
(1) Mr. Bhavik S. Parikh (DIN: 00038223) has been appointed as Managing Director fromExecutive Director of the Company w.e.f. 28th February 2017.
(2) Mr. Nilay J. Vora (DIN: 02158990) has been appointed as Whole Time Director fromExecutive Director of the Company w.e.f. 28th February 2017.
iv. Retirement by rotation and subsequent re-appointment:
Mr. Nilay J. Vora (DIN: 02158990) is liable to retire by rotation at the ensuing AGMpursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of Company and being eligible have offered himself for reappointment.Appropriate resolutions for the re-appointment are being placed for your approval at theensuing AGM.
The brief resume of the Directors and other related information has been detailed inthe Notice convening the 22nd AGM of your Company.
v. Declaration of Independence:
Mr. Yogesh Kanhiyalal Vaidya (DIN: 00468732) is the existing Independent Directors theCompany and the Company has received declarations from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
Mr. Bharatbhai Samjibhai Patel (DIN: 00243783) is the Additional Independent Directorsthe Company and the Company has received declarations from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
Mr. Mohnish Harbans Bhalla (DIN: 00221254) is the Additional Independent Directors theCompany and the Company has received declarations from the Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Companies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1)(b) of Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force).
vi. Evaluation of Board's Performance:
Pursuant to the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force) the process for evaluation of the annualperformance of the Directors/ Board/ Committees was carried out.
vii. Number of Board Meetings conducted during the year under review:
The Company had 9 Board meetings on 01/04/2016 27/06/2016 27/07/2016 01/09/201619/12/2016 18/02/2017 28/02/2017 22/03/2017 and 27/03/2017 during the financial yearunder review.
DIRECTOR'S RESPONSIBILITY STA TEMENT:
In accordance with the provisions of Section 134 (5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii. The directors had 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 at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii. The directors had 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.
iv. The directors had 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 system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
[A] AUDIT COMMITTEE:
Your Company has constituted an Audit Committee ("Audit Committee") videBoard Resolution dated May 26 2017 as per the applicable provisions of the Section 177of the Companies Act 2013 and also to comply with Regulation 18 of SEBI ListingRegulations 2015 applicable upon listing of the Company's Equity shares on SME platformof NSE ("NSE Emerge") The constituted Audit Committee comprises followingmembers:
The Audit Committee acts in accordance with the terms of reference specified by theBoard of Directors of the Company. Further during the period under review the Board ofDirectors of the Company had accepted all the recommendations of the Committee.
[B] NOMINATION AND REMUNERATION COMMITTEE:
Your Company has formed the Nomination and Remuneration Committee in accordance withthe provisions of sub-section (3) of Section 178 of the Companies Act 2013 &Regulation 19 of SEBI Listing Regulation 2015 vide Resolution dated May 26 2017. TheNomination and Remuneration Committee comprise the following:
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.
[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholder's Relationship Committee comprises of the following members:
Details of Investor's grievances/ Complaints:
All investor complaints received during the year were resolved. The pending complaintsof the Shareholders/Investors registered with SEBI at the end of the current financialyear ended on 31st March 2017 are NIL.
There were no pending requests for share transfer/dematerialisation of shares as of 31stMarch 2017. Compliance Officer:
The Compliance officer of the Company is Mr. Yash Manoj Shah.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company has established vigil mechanism/Whistle Blower Policy forDirectors and employees of the Company to report genuine concerns regarding unethicalbehaviour actual or suspected fraud or violation of the Company's code of conduct andethics Policy. The said mechanism also provides for direct access to the Chairperson ofthe Audit Committee in appropriate or exceptional cases.
The Board of Directors of the Company frequently reviews the vigil mechanism/whistleblower policy in order to ensure adequate safeguards to employees and Directors againstvictimization.
A. Ratification of Statutory Auditors:
The present Auditors of the Company M/s Dharmesh Parikh & Co. CharteredAccountants Ahmedabad were appointed as Auditors for a period of 5 year(s) at the 19thAnnual General Meeting held on 30th September 2014 to hold office till the conclusion of23 rd Annual General Meeting to be held in 2018.
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Company shall place the matter relating tosuch appointment for ratification by members at every annual general meeting and thereforeit is proposed to ratify the appointment of M/s Dharmesh Parikh & Co. CharteredAccountants as the Statutory Auditors of the Company.
The consent of M/s Dharmesh Parikh & Co. Chartered Accountants along withcertificate under Section 139 of the Act has been obtained to the effect that theirappointment if made shall be in accordance with the prescribed conditions and that theyare eligible to hold the office of Auditors of the Company.
There are no qualifications reservations or adverse remarks made by M/s. DharmeshParikh & Co. Chartered Accountants the Statutory Auditors of the Company in theirreport. The observations made by the Statutory Auditors in their report for the financialperiod ended 31st March 2017 read with the explanatory notes therein are self-explanatoryand therefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
B. Cost Auditors:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act 2013 read with the Companies (Cost Records and Audit) Amendment Rules2014 the cost audit is not applicable to the Company
C. Secretarial Auditors:
The Company has not appointed the Secretarial Auditor pursuant to Section 204 read withSection 134(3) of the Companies Act 2013 as the said provisions relating to theSecretarial audit is not applicable to the Company.
As per the provisions of SEBI (Listing Obligations and Disclosures requirement)Regulation 2015 the annual report of the listed entity shall contain CorporateGovernance Report and it is also further provided that (a) the listed entity having paidup equity share capital not exceeding rupees ten crore and net worth not exceeding rupeestwenty five crore as on the last day of the previous financial year; (b) the listedentity which has listed its specified securities on the SME Exchange the said provisionsare not applicable. As our Company is a SME Listed company listed on NSE Emerge theCorporate Governance Report is not applicable and therefore not provided by the Board.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34(2)(e) of the Listing Regulations is given as an"Annexure - D" to this report
APPOINTMENT OF M/S. BIGSHARE SERVICES PVT. LTD. AS THE REGISTRAR & TRANSFER AGENTOF YOUR COMPANY:
The Board of Directors of the company at their meeting held on 19thDecember 2016 approved the appointment of M/S Bigshare Services Private Limited. TheBigshare Services Private Limited will act as Common Share Registry of the Company.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY:
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in "Annexure - E" forming part of the Annual Report.
Your directors are pleased to inform you that the Company in the financial year 2017-18brought the Initial Public Offer of its equity shares and got listed its shares on SMEplatform of NSE (NSE EMERGE) on 23rd June 2017.
As on the date of this report the shares of the Company are listed on SME platform ofNSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2017-18.
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in Annexure"C" and is attached to this Report.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.