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Globe Commercials Ltd.

BSE: 540266 Sector: Others
NSE: N.A. ISIN Code: INE804Q01013
BSE 11:08 | 19 Aug 12.14 0.57
(4.93%)
OPEN

12.14

HIGH

12.14

LOW

12.14

NSE 05:30 | 01 Jan Globe Commercials Ltd
OPEN 12.14
PREVIOUS CLOSE 11.57
VOLUME 10
52-Week high 38.30
52-Week low 11.10
P/E 2.22
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.14
Sell Qty 1402.00
OPEN 12.14
CLOSE 11.57
VOLUME 10
52-Week high 38.30
52-Week low 11.10
P/E 2.22
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 12.14
Sell Qty 1402.00

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 2021.

1. FINANCIAL RESULTS

The Company s financial results for the financial year ended on the 31st March2021 are as under:

Particulars For The Year Ended
31st March 2021 31st March 2020
(Rs.in Lakhs) (Rs. in Lakhs)
Total Revenue 14.59 20.67
Total Expenses 15.85 22.26
Profit Before Tax & Extraordinary Item (1.26) (159)
Less: (a) Extraordinary Item - -
(b) Tax Expenses (Current Tax) - 0.86
(c) Deferred Tax - -
Profit/(Loss) for the period from continuing operations (1.26) (2.46)

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 2020-21.

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. Sivalenka Kameswari 00412669 Whole-time Director 03.06.2021
2. Satya Murthy Sivalenka 00412609 Executive Director 03.06.2021 -
3. Mallikarjunan Venkatraman 08693383 Executive Director 07.02.2020
4. Venkat Raman Ayinam 08693362 Independent Director 07.02.2020
5. Sanjay Narayan Jadhav ACNPJ1929Q CFO 23.04.2019
6. Prapti Bagwe 08537078 Additional Director 14/08/2019 03.06.2021
7. Prasad MeghshyamBagwe 07408988 Managing Director 30.05.2016 03.06.2021

Due to personal reasons Mr. Prasad Meghshyam Bagwe Managing Director and Mrs. PraptiBagwe Director have resigned for their posts and the Company has already appointed Mrs.Sivalenka Kameswari as Whole time Director and is in the process of appointing ManagingDirector of the Company.

6. MEETINGS

6 Board Meetings were held during the year 2020-21.

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 B Srinivasa Rao & Co. Chartered Accountants (FRN 008763S) were appointed asthe Statutory Auditors of the Company by the Shareholders at their 35th AnnualGeneral Meeting held on 30th September 2020 to hold office from the conclusionof the said meeting (AGM) till the conclusion of the 40th Annual GeneralMeeting. However M/s B. Srinivasa Rao & Co. Statutory Auditors of the company haveresigned on 29.08.2021 due to some unavoidable reasons. In view of this recent developmentand shortage of time to appoint Statutory Auditors in the ensuing Annual General Meetingthe Board has decided to appoint Statutory Auditors for the financial year 2021-22 in thenext Extraordinary General Meeting proposed to be convened only for this matter.

11. SECRETARIAL AUDITOR

Mr. Vijay Kumar Naidu C Company Secretary in Practice conducted the Secretarial Auditfor the financial year 2020-21. The Secretarial Audit Report for the financial year ended31st March 2021 is annexed herewith as Annexure-A which forms a part ofthis Report.

The Secretarial Audit Report for the financial year ended 31st March 2021 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 year2020-21 however could not find a suitable person. The management will comply the same forthe financial year 2021-22.

Observation: That the Company has given loan during the period under review withoutcomplying the provisions 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 year2020-21 however could not find a suitable person. The management complid the same as soonas the candidate as 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 2020-21 however could not find a suitable person. The management complid the same assoon as company gets them.

Observation: Mr. Venkat Raman Ayinam was appointed as Additional Director having sub-category of Independent on 7th February 2020 where as he was not registeredwith the data bank of Independent Directors as required under Section 150 of the CompaniesAct 2013;

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 Directors for the financialyear 2020-21 however could not find a suitable person. The management complid the same assoon as it gets the right persons.

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 missed the compliance. The Company will take are ofthe same in the future.

Observation: The Company has not published the advertisement of evoting facilityprovided for the Annual General Meeting as required under Section 108 of the CompaniesAct 2013 read with Rule 20(4)(v) of the Companies (Management and Administration) Rules2014;

Clarification: It was inadvertently escaped the compliance. The Company will take careof the same 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 given loans or provide guarantee or make investment during thefinancial year 2020-21 which are disclosed in the Balance Sheet as at 31.03.2021.

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 have occurred between March 31 2021 and the date of this report.

16. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2021

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

S. No. Name of Member Designation
1. Mrs. Sivalenka Kameswari Chairman
2. Mr.Venkat Raman Ayinam Member
3. Mr. Satya Murthy Sivalenka 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. Mr. Satya Murthy Sivalenka Member
3. Mr. Mallikarjunan Venkatraman 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. Mr. Satya Murthy Sivalenka Member
3. Mr. Sanjay Narayan Jadhav 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 or 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 Managementframework the management of Credit Risk Market Risk Operational Risk and Fraud Risk areplaced under the Head-Risk to ensure Integrated Risk Management 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 got in place vigil mechanism during the financial year. The Board ofDirectors are under discussion to derive a mechanism through which fraud risk includingcorrective and remedial actions as regards people and processes can be determined andimplemented.

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 size nature and operations ofthe 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 31.03.2021 a total of 2752220 equity shares representing 91.71% 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 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 31.03.2021 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 atWork place (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 Conservation 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 31.03.2021 31.03.2020
1. Power & Fuel Consumption in respect of Electricity Power & Water amount Nil Nil

(B) Technology Absorption: The Company is not into any manufacturing activity andthus not carrying on Research and Development in a routine manner along with itsmanufacturing activities. The initiatives taken by the Company have resulted in lower costof energy consumption. As such the company does not anticipate any new technology in theareas of the Company. Expenditure on R&D is not separately allocated and operations inwhich the company is into in near future.

(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 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures if any; b) that accounting policies asmentioned in the Notes to the Financial Statements have been selected and appliedconsistently and judgement and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312021 and of the profit of the Company for the year ended on that date; c) that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; d) that theannual financial statements have been prepared on a going concern basis; e) that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively. f) that systems to ensure compliance with the provisionsof all applicable laws were in place 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 andother business 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/-
Sivalenka Kameswari Mallikarjunan Venkatraman
(Whole-time Director) (Additional Director)
DIN: 00412669 DIN: 08693383
Place: Hyderabad
Date: 28th August 2021

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