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Globe Commercials Ltd.

BSE: 540266 Sector: Others
NSE: N.A. ISIN Code: INE804Q01013
BSE 00:00 | 26 Nov 31.55 0
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NSE 05:30 | 01 Jan Globe Commercials Ltd
OPEN 31.55
PREVIOUS CLOSE 31.55
VOLUME 96
52-Week high 38.30
52-Week low 12.45
P/E 7.57
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.55
CLOSE 31.55
VOLUME 96
52-Week high 38.30
52-Week low 12.45
P/E 7.57
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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 2020.

1. FINANCIAL RESULTS

The Company's financial results for the financial year ended on the 31stMarch 2020 are as under:

Particulars For The Year Ended
31st March 2020 31st March 2019
(Rs.) (Rs.)
Total Revenue 2066970 4705949
Total Expenses 2226307 4058842
Profit Before Tax & Extraordinary Item (159337) 647107
Less: (a) Extraordinary Item - -
(b) Tax Expenses (Current Tax) 86448 262847
(c) Deferred Tax - -
Profit/(Loss) from the period from continuing operations (245785) 384260

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 EquityShares for the financial year 2019-2020.

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 07/02/2020
5. PriyaTaluja ARXPT7814P Company Secretary 29/10/2018 14/11/2019
6. Prapti Bagwe 08537078 Additional Director 14/08/2019 -
7. Venkat Raman Ayinam 08693362 Additional Director 07/02/2020
8. Mallikarjunan Venkatraman 08693386 Additional Director 07/02/2020
9. Ranjan Patel DCDPP7092D Company Secretary & Compliance Officer 29/07/2020

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Prasad MeghshyamBagwe Managing Director and Mrs.PraptiBagwe Directorare liable to retire by rotation at the ensuing Annual GeneralMeeting of the Company. Mr. Prasad MeghshyamBagwe and Mrs. PraptiBagwe being eligibleseektheirre-appointment.

6. MEETINGS

8 Board Meetings were held during the year 2019-20.

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 Aniket Goyal & Associates Chartered Accountants (Firm RegistrationNo.022331C) was appointed as Statutory Auditors at the Annual General Meeting held onSeptember 27 2019 for the period of Five (5) years who hastender his resignation on 30thJuly2020 The Board of Directors have proposed to appoint M/S B Srinivasa Rao and CoChartered Accountants (Firm Registration Number :008763S) who has offered themselves andconfirmed their eligibility to be appointed as the Auditors of the Company for a periodof five (5) years to hold office from the conclusion of ensuing 35thAnnualGeneral Meeting till the conclusion of 40thAnnual General Meeting. The Companyhas received letter from them to the effect that their appointment if made would bewithin the prescribed limits under Section 141(3) (g) of the Companies Act 2013 and thatthey are not disqualified from appointment.

The Auditors Report has been annexed with this report Auditors observations areself-explanatory contains certain qualifications and clarification by the Board are asfollows:

Observation: During the year the Company has granted Loans exceeding the limitsspecified under Sec-186 of Companies Act 2013 without Prior approval by means by S/R.

Clarification: Board of directors took this matter on board meeting held on 14thaugust 2020 for process initiative to obtain all the require approval as per Sec 186companies Act 2013 so matter is under process.

11. SECRETARIAL AUDITOR

M/s Jain Alok& Associates Company Secretaries in Practice conducted theSecretarial Audit for the financial year 2019-20. The Secretarial Audit Report for thefinancial year ended 31st March 2020 is annexed herewith as Annexure-Awhich forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31st March 2020 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 year2019-20 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 period under review withoutcomplying the provision of section 186 of the Act;

Clarification: We will comply the same within due course

Observation: The Company did not have Company Secretary as required under Section 203of the Companies Act 2013 during the period under review;

Clarification: The Company had tried to find Company Secretary for the financial year2019-20 however could not find a suitable person. The management complied the same assoon as the candidate was found.

Observation: The Company did not have the minimum required independent directors inaccordance with the provisions of Section 177(2) of the Companies Act 2013;

Clarification: The Company had tried to find Independent Director for the financialyear 2019-20 however could not find a suitable person. The management complied the sameas soon as the candidate was found.

Observation: Mr. Venkat Raman Ayinam was appointed as Additional Director havingsubcategory of Independent on 07th February 2020 where as he was not registered with thedata bank of Independent Directors as required under Section 150 of the Companies Act2013;

Clarification: We will comply the same within due course

Observation: The composition of Audit Committee and Nomination and RemunerationCommittee were not as per the provisions of Section 177 and 178 of the Companies Act 2013respectively;

Clarification: The Company had tried to find Independent Director for the financialyear 2019-20 however could not find a suitable person. The management complied the sameas soon as the candidate was found.

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

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 2019-20 which are disclosed in the Balance Sheet as at 31.03.2020.

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 OR ASSOCIATES 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 have occurred between March 31 2020 and the date of this report.

16. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2020

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

S. No. Name of Member Designation
1. Sh. SantoshDoulat Paste Chairman
2. Mr.Venkat Raman Ayinam Member
3. Prapti Prasad Bagwe Member

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

S. No. Name of Member Designation
1. Mr.Venkat Raman Ayinam Chairman
2. Sh. SantoshDoulat Paste Member
3. Prapti Prasad Bagwe Member

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

S. No. Name of Member Designation
1. Mr.Venkat Raman Ayinam Chairman
2. Prapti Prasad Bagwe 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 Management

Committees. 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 Section 135 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 31.03.2020 a total of 2535620 equity shares representing 84.49% of the equityshare capital have been dematerialized.

30. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) ofsub-regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 are not mandatory in respect ofthe Companies having paid up equity share capital not exceeding Rs. 10.00 crores andnet-worth not exceeding Rs. 25.00 crores as on the last day of the previous financialyear. The Company's paid up equity share capital as on 31.03.2020 is Rs. 3.001crores whichis less than Rs. 10.00 crores and the Networth is Rs. 60742000which is less Rs. 25.00crores.

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 investment and 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 31.03.2020 31.03.2019
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 and on-going activitywithin the existing manufacturing operations of the Company. Expenditure on R&D is notseparately allocated and identified.

(C) Foreign Exchange Earnings & Outgo: The Company did not earn or spent anyforeign exchange during the year under 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 annual financial statements for the year ended March31 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgement and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2020 and of the profit of the Company for the year ended on thatdate;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 ensurecompliance with the provisions of all applicable laws were in place and were adequate andoperating 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 By order of the Board
For Globe Commercials Ltd
SD/- SD/-
Prasad MeghshyamBagwe MallikarjunanVenkatraman
(Managing Director) (Additional Director)
DIN: 07408988 DIN: 08693383
Place: Mumbai
Date:14thAugust2020

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