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Globe Commercials Ltd.

BSE: 540266 Sector: Others
NSE: N.A. ISIN Code: INE804Q01013
BSE 00:00 | 13 Sep Globe Commercials Ltd
NSE 05:30 | 01 Jan Globe Commercials Ltd
OPEN 7.40
PREVIOUS CLOSE 7.40
VOLUME 215
52-Week high 21.30
52-Week low 6.70
P/E
Mkt Cap.(Rs cr) 2
Buy Price 7.05
Buy Qty 2190.00
Sell Price 7.05
Sell Qty 2920.00
OPEN 7.40
CLOSE 7.40
VOLUME 215
52-Week high 21.30
52-Week low 6.70
P/E
Mkt Cap.(Rs cr) 2
Buy Price 7.05
Buy Qty 2190.00
Sell Price 7.05
Sell Qty 2920.00

Globe Commercials Ltd. (GLOBECOMMERCIAL) - Director Report

Company director report

To

The Members of

Globe Commercial Limited

Our Directors are pleased to present the Annual Report on the business and operationsof the Company together with the Audited Financial Statements for the financial yearended 31st March 2019.

1. FINANCIAL RESULTS

The Company's financial results for the financial year ended on the 31 stMarch 2019 are as under:

Particulars For The Year Ended
31st March 2019 31st March 2018
(Rs.) (Rs.)
Total Revenue 4705949 8939000
Total Expenses 4058842 7308000
Profit Before Tax & Extraordinary Item 647107 1631000
Less: (a) Extraordinary Item - -
(b) Tax Expenses (Current Tax) 262847 504000
(c) Deferred Tax - -
Profit/(Loss) from the period from continuing operations 384260 1127000

2. RESERVES & PROVISIONS

The Company has not transferred any amount to general reserves.

3. DIVIDEND

The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needs furtherfunds to enhance its business operations to upgrade the efficiency and to meet out thedeficiencies in working capital the Directors do not recommend any dividend on EquitySharesfor the financial year 2018 -19.

4. CHANGE IN NATURE OF BUSINESS

There is no change in the nature of the business in the financial year under review.

5. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) APPOINTED / RESIGNED

The members of the Board of Directors along with the details of the Directors and KeyManagerial Personnel (KMP) appointed or resigned is as follows:

S. No. Director/KMP DIN/PAN Designation Date of appointment Date of resignation
1. Prasad MeghshyamBagwe 07408988 Managing Director 30/05/2016 -
2. Santosh Doulat Paste 02714655 Independent Director 01/03/2014 -
3. Vidya Mahesh Chalke 02903650 Independent Director 25/03/2015 01/08/2019
4. Brijesh Maurya 03439277 Independent Director 03/09/2014 -
5. PriyaTaluja ARXPT7814P Company Secretary 29/10/2018 -
6. Prapti Bagwe 08537078 Additional Director 14/08/2019 -

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Prasad Meghshyam Bagwe Managing Director is liable toretire by rotation at the ensuing Annual General Meeting of the Company. Mr. PrasadMeghshyam Bagwe being eligible seekhis re -appointment.

6. MEETINGS

6 Board Meetings were held during the year 2018-2019.

7. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the Companyconfirming that they met with the criteria of independence as prescribed under sub-section(6) of Section 149 of the Companies Act 2013.

8. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has carried out annualperformance evaluation of its own performance as well as the evaluation of the working ofits Audit Nomination & Remuneration Committees.

9. DIRECTOR'S APPOINTMENT AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed and adopted a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration.

10. STATUTORY AUDITORS

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) yearswho is going to retire in the ensuing34th Annual General Meeting. The Board of Directors have proposed to appointM/s Aniket Goyal & Associates Chartered Accountants (Firm Registration No.022331C)who has offered themselves and confirmed their eligibility to be appointed as the Auditorsof the Company for a period of five (5) years to hold office from the conclusion ofensuing 34thAnnual General Meeting till the conclusion of 39thAnnualGeneral Meeting. The Company has received letter from them to the effect that theirappointment if made would be within the prescribed limits under Section 141(3) (g) ofthe Companies Act 2013 and that they are not disqualified from appointment.

The Auditors Report has been annexed with this report Auditors observations areself-explanatory which do not call for any further clarifications.

11. SECRETARIAL AUDITOR

M/s Jain Alok& Associates Company Secretaries in Practice conductedthe SecretarialAudit for the financial year 2018-19. The Secretarial Audit Report for the financial yearended 31st March 2019 is annexed herewith as Annexure-A which forms apart of this Report.

The Secretarial Audit Report for the financial year ended 31st March 2019 containscertain qualifications and clarification by the Board are as follows:

Observation: The Company did not have any Internal Auditor as required under Section138 of the Companies Act 2013 during the period under review;

Clarification: The Company had tried to find an internal auditor for the financial year2017-18 however could not find a suitable person. The management will comply the same forthe financial year 2019-20. Observation: That the Company has given loan during the periodunder review without complying the provision of section 186 of the Act;

Clarification: We will comply the sa me within due course

Observation: The Company did not have Chief Financial Officer as required under Section203 of the Companies Act 2013 during the period under review;

Clarification: The Company had tried to find CFO for the financial year 2018-19however could not find a suitable person. The management complied the same as soon as thecandidate was found.

Observation: The composition of the Board of Directors is not complying the provisionsof Section 152(6) of the Companies Act 2013 as there was only one Director who was liableto retire by rotation;

Clarification:The management has appointed one more executive Director during thefinancial year 2019-20by which the Company is n ow able to comply with the provisions ofSection 152 of the Companies Act 2013.

Observation: The Company has not published the notice of Book closure in the newspaperas required under Section 91(1) of the Companies Act 2013;

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future

Observation: The Company has not published the advertisement of evoting facilityprovided the Company for the Annual General Meeting as required under Section 108 of theCompanies Act 2013 read with Rule 20(4)(v) of the Companies (Management andAdministration) Rules 2014;

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future

Observation: The Company did not publish the Notice of Board meeting for approvingfinancial results and Approved financial results as required under Regulation 47(1) of theSEBI (LODR);

Clarification: It was inadvertently escaped the compliance. The Company will take thesame in the future.

The management of the Company assure you to comply all the provisions of the applicablelaw in true spirit in future and is under process of making all the default good.

12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT U/S 186

The Company has provided give loans or provide guarantee or make investment during thefinancial year 2018-19 which are disclosed in the Balance Sheet as at 31.03.2019.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES U/S 188(1)

The Company did not enter into a contract or transaction which would fall under thepurview of Section 188.

14. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES JOINT VENTURES ORASSOCIATES FOR THE COMPANY

The Company did not have any subsidiary joint venture or associate company during thefinancial year.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There has been no material change or commitment affecting the financial position ofthe Company which haveoccurred between March 31 2019 and the date of this report.

16. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2019

A) The composition of Audit committee of the Company is as follow:

S. No. Name of Member Designation
1. Sh. SantoshDoulat Paste Chairman
2. Smt. Vidya Mahesh Chalke Member
3. Sh. BrijeshMaurya Member

B) The composition of Nomination & Remuneration committee of the Company is asfollow:

S. No. Name of Member Designation
1. Smt. Vidya Mahesh Chalke Chairman
2. Sh. SantoshDoulat Paste Member
3. Sh. BrijeshMaurya Member

C) The composition of Stakeholder Grievance committee of the Company is as follow:

S. No. Name of Member Designation
1. Sh. BrijeshMaurya Chairman
2. Smt. Vidya Mahesh Chalke Member
3. Sh. SantoshDoulat Paste Member

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no such order passed against the company during the year.

18. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isavailable at the registered office of the Company. The members may obtain the same.

19. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT ANDREMUNERATION) RULES 2014

No directors/employees of the Company was in receipt of amount exceeding a salary ofRs.500000/-per month or Rs. 6000000/-per annum or more when employed for whole of theyear under the provisions of Rule 5 (2) & (3) of The Companies (Appointment AndRemuneration) Rules 2014.

20. BUSINESS RISK MANAGEMENT

The prospects for the Company's business are dependent upon economic and industrialgrowth as well as resources available for implementation of liberalization policies of theGovernment. Adverse changes and delays of lack of funds can affect the business prospectsof the Industry and the Company.

Risk Management is an integral part of the Company's business strategy. The RiskManagement oversight structure includes Committees of the Board and Senior ManagementCommittees. The Risk Management Committee of the Board ("RMC") reviewscompliance with risk policies monitors risk tolerance limits reviews and analyzes riskexposure related to specific issues and provides oversight of risk across theorganization. The RMC nurtures a healthy and independent risk management function toinculcate a strong risk management culture in the Company.

As part of the Risk Management framework the management of Credit Risk Market RiskOperational Risk and Fraud Risk are placed under the Head-Risk to ensure Integrated RiskManagement for various Risks.

21. 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 efficacy of the Company's internalcontrols including its systems and processes and compliance with regulations andprocedures.

Internal Audit Reports are discussed with the Management and are reviewed by the AuditCommittee of the Board which also reviews the adequacy and effectiveness of the internalcontrols in the Company. The Company's internal control system is commensurate with thesize nature and operations of the Company.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has vigil mechanism during the financial year. The Board of Directors areunder discussion to derive a mechanism through which fraud risk including corrective andremedial actions as regards people and processes can be determined and implemented.

23. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an opentransparent and meritocratic culture to nurture this asset. The Company has kept a sharpfocus on Employee Engagement. The Company's Human Resources is commensurate with the sizenature and operations of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company is not eligible for CSR as per provisions of Section135 of the CompaniesAct 2013.

25. COMPLIANCE

The Company has complied with all applicable provisions of the Companies Act 2013 andthe listing agreement executed with the Stock Exchanges and other applicable rules/regulation/ guidelines issued by the SEBI from time to time.

26. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during theyear. There is no unclaimed or unpaid deposit lying with the Company

27. ANNUAL RETURN

The Annual Return of the Company is placed at its website: www.globecommercials.com.

28. LISTING OF SHARES

The Shares of the Company are listed in following stock exchange:

• BSE Ltd

• Metropolitan Stock Exchange of India Ltd

29. DEMATERIALIZATION OF SHARES

As on 31.03.2019 a total of 2128600 equity shares representing 70.93% of the equityshare capital have been dematerialized.

30. CORPORATE GOVERNANCE

Corporate Governance provisions

i. e. Regulation 17 to 27 and clause (b) to (i) of sub-regulation (2) of Regulation 46and Para C to E of Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 are not mandatory in respect of the Companies having paidup equity share capital not exceeding Rs. 10.00 crores and net-worth not exceeding Rs.25.00 crores as on the last day of the previous financial year. The Company's paid upequity share capital as on 31.03.2019 is Rs. 3.001crores which is less than Rs. 10.00crores and the Networth is Rs. 60989000which is less Rs. 25.00 crores.

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

32. ENERGY CONSERVATION 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 Companies (Accounts)Rules 2014 :

(A) Conservation of Energy

1. Energy Conservation Measures Taken

Energy Conversation continues to receive major emphasis and is being systematicallymentioned and corrective measures are taken whenever required immediately.

2. Additional investmentand proposals if any being implemented.

At present the company has no proposal to make any substantial investments for furtherreduction of consumption of energy. However regular up-gradation of facilities is beingdone as and when required. The Company has been able to control its energy costsubstantially.

Total Energy consumption & energy consumption per unit of Production in prescribedform-A

S. No. Particulars 31.03.2019 31.03.2018
1. Power & Fuel Consumption in respect of Electricity Power & Water amount Nil Nil

(B) Technology Absorption: The Company is carrying on Research and Development in aroutine manner along with its manufacturing activities. The initiatives taken by theCompany have resulted in lower cost of energy consumption. Company has already absorbedtechnology fully. Research Development and improvement of products are an in built andon-going activity within the existing manufacturing operations of the Company. Expenditureon R&D is not separately allocated and identified. (C) Foreign Exchange Earnings& Outgo: The Company did not earn or spent any foreign exchange during the yearunder review.

33. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013: a) that in the preparation of the annualfinancial statements for the year ended March 31 2019 the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any; b) that accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied consistently and judgement and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2019 and of the profit of the Company for theyear ended on that date; c) that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

34. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financialinstitutions Government Authorities customers members dealers vendors banks and otherbusiness partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees executives staffand workers of the Company for their unstinted commitment and continued contribution tothe Company.

By order of the Board For Globe Commercials Ltd

Sd/- Sd/-
Prasad MeghshyamBagwe PraptiBagwe
(Managing Director) (Additional Director)
DIN: 07408988 DIN: 08537078
Place: Mumbai
Date: 14thAugust 2019