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Globe International Carriers Ltd.

BSE: 538385 Sector: Others
NSE: GICL ISIN Code: INE947T01014
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Globe International Carriers Ltd. (GICL) - Director Report

Company director report

Dear Shareholders

The Directors of your Company with immense pleasure presenting the 10th Annual Reporttogether with Standalone and Consolidated Audited Statements of Accounts and the AuditorsReport of your Company for the Financial Year ended on 31st March 2020. The summarizedfinancial performance for the year ended 31st March 2020 is as follows:

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. in INR)

Standalone

Consolidated

Particulars Year ended March 31 2020 Year ended March 31 2019 Year ended March 31 2020 Year ended March 31 2019
Net Sales / Income from operations 803327329 951788608 876169643 1164243935
Other Income 508423 1016009 853393 1126263
Total Expenditure 790823290 935778097 869773384 1142882387
Interest 19558368 21109512 19574543 21123682
Depreciation 3171259 2190874 3283211 2295056
Profit before taxation 12980008 17192020 7217198 22653311
Net Profit 9671622 12100814 3918411 16121052

OPERATIONS AND STATE OF COMPANY'S AFFAIRS

During the Current Financial Year the Company has achieved a turnover of Rs 8033.27Lacs as against the Turnover of Rs. 9517.88 Lacs in the previous year. The net profit ofthe Company is Rs. 96.72 Lacs in the current year as against Rs. 121.00 Lacs in thePrevious Year.

DIVIDEND

Your Directors has not recommended any dividend for the year under review.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT 2013

For the financial year ended 31st March 2020 the Company has not proposed to carryany amount to any Reserve.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as required under section92(3) of the Companies Act 2013 in the form MGT 9 is given at Annexure ‘A' and thecopy of the same is available on company's website i.e. www.gicl.co the same forms part ofthis report.

DEPOSITS

The Company has not accepted any Deposits during the Financial Year under review.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of business of thecompany.

SHARE CAPITAL

During the year under review the Company has not increased or decreased the Authorizedcapital also paid-up share capital of the Company. Authorized Capital of company is Rs.105000000/- (Rupees Ten Crore Fifty Lacs only) and the issued subscribed and paid-upCapital of the Company as on 31st March 2020 was Rs. 80394000/- (Eight Crore Three Lacand Ninty Four Thousand only) divided into 8039400 Equity Shares of Rs. 10 per shareeach.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans guarantees and investments covered under section 186 of the Companies Act 2013form part of the financial statements provided in this annual report.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

S. No. Name of Director Designation DIN/PAN
1. Subhash Agrawal Managing Director Whole Time Director 00345009
2. Surekha Agarwal 00345237
3. Riya Uttamprakash Agarwal (from 29.05.2019) Independent Non-executive Director 05279280
4. Uttam Prakash Agrawal (upto 15.05.2019) Independent Non-executive Director 00272983
5. Suneel Sayarmal Mohnot Independent Non-executive Director 06796931
6. Baljinder Sharma (upto 07.10.2019) Independent Non-executive Director 02294164
7. Anil Kumar Garg (from23.11.2019) Independent Non-executive Director 03631635
8. Prakash Chandra Goyal (from 01.04.2019) Non Independent Non-executive Director 08345809
9. Saloni Agrawal Chief Financial Officer AUMPA6893M
10 Pravesh Chhatani (upto 05.06.2019) Company Secretary & Compliance Officer AQRPC1562C
11 Shubhali Khandelwal (from 07.10.2019 to 29.05.2019) Company Secretary & Compliance Officer FXKPK4506D
12 Vijay Kumar Jha (from 11.09.2020) Company Secretary & Compliance Officer ARHPJ2292F

Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Ms. Shubhali Khandelwal Company Secretary (from 0.10.2019till 29.05.2020) and Mr. Vijay Kuma Jha Company Secretary (from 11.09.2020) as keymanagerial personnel of the Company were formalized. There is no re-appointment ofIndependent Directors during the year under review.

STOCK EXCHANGE & LISTING FEES

The Company's Equity Shares at present are listed at SME EMERGE Platform of NationalStock Exchange Limited. It may be noted that there are no payments outstanding to theStock Exchange by way of listing fees etc.

MATERIAL DISCLOSURES UNDER THE COMPANIES ACT 2013

Except as disclosed elsewhere in the report there have been no material changes andcommitments which can affect the financial position of the company occurred between theend of financial year of the Company and date of this report.

STATUTORY AUDITORS

In terms of provisions of Section 139 of the Companies Act 2013 the Board haspassed/recommended resolution on recommendation of Audit Committee on a remunerationmutually decided by and between auditors and Board of Directors (subject to approval ofmembers at the forthcoming 10th AGM) for appointment of M/s Gourisaria Goyal & Co.Chartered Accountants (FRN:- 016681C) as Statutory Auditors of the Company for a Periodof Five (5) years to hold office from the conclusion of the forthcoming 10th AnnualGeneral Meeting till the conclusion of the 15th Annual General Meeting of the Company. TheCompany has already received the written consent and certificate pursuant to Section 139and 141 of the Companies Act 2013 from M/s Gourisaria Goyal & Co. CharteredAccountants (FRN:- 016681C) confirming their consent and eligibility.

At the AGM of the company held on 30th September 2019 M/s Mansaka Ravi &Associates Firm Registration Number: 015023C Chartered Accountants were appointed forthe second term of three years has resigned from the office of Statutory Auditor of thecompany w.e.f. 20th August 2020 due pre-occupancy. The detailed information/reason hasbeen received from the Firm M/s Mansaka Ravi & Associates.

M/s Mansaka Ravi & Associates has audited the book of accounts of the Company forthe Financial Year ended March 31 2020 and has issued the Auditors' Report thereon. TheNotes on financial statement referred to in the Auditors' Report are self-explanatory anddo not call for any further comments. The Auditors' Report does not contain anyqualification reservation adverse remark or disclaimer.

Details of the Resigned Statutory Auditor and proposed Statutory Auditor recommended byBoard for appointment.

Particulars Resigned Statutory Auditor Proposed Statutory Auditor
Name of the Firm M/s Mansaka Ravi & Associates M/s Gourisaria Goyal & Co.
FRN 015023C 016681C
Reg. office 34 Fourth Floor Trinity Mall Swage Farm New Sanganer Road Sodala Jaipur-302019 Rajasthan 203 Radhey Govind Chambers Sansar Chnadra Road 16 Bichun Bagh Jaipur-302001 Rajasthan
Contact Details 0141-4911031 0141-2369551
Email ravi@ravimansaka.com cabasantnavhal@gmail.com
Eligibility under section 141 of Companies Act 2013 Yes Yes
Appointment Date 30th September 2019 To be appointed in ensuing AGM
Period of Appointment Three Years (3 years) Proposed for Five years from Financial Year 2020-2025.
Terms & Condition of Appointment As decided and recommended by the Audit Committee of the Company As decided and recommended by the Audit Committee of the Company
Remuneration As Mutually decided by and between auditors and Board of Directors As Mutually decided by and between auditors and Board of Directors
Resignation Reason Due to Pre-Occupation NA
Last Audited Report Submission Statutory Auditor Report for FY 2019-20 dated 22.07.2020 NA

INTERNAL AUDITORS

Mr. Jaswant Kumar Verma the Manager (Banking & Operation) of the Company has beenappointed in your Company for the purpose of Internal Audit by the board resolution dated29.05.2019 for the Financial Year 2019-20. The company has already received a consentletter from the Internal Auditor for their appointment.

SECRETARIAL AUDITORS

M/s. M. Sancheti & Associates Practicing Company Secretary Jaipur has beenappointed in your company for the purpose of conducting Secretarial Audit by theresolution dated 29.05.2019 for the year 2019-20. The company has already received aconsent letter from the Secretarial auditor for their appointment. The report ofSecretarial Auditor on the compliances is at Annexure 'D'.

AUDITOR REPORT & SECRETARIAL AUDIT REPORT

The observations of the auditors made in the report are self-explanatory and thereforein the opinion of your Directors do not call for further comments which forms a part ofthis annual report.

COST AUDIT

The provision of section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 and Rule 14 of the Companies (Audit and Auditor) Rules2014 are not applicable to the Company.

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has in place adequate systems of Internal Control to ensure compliance withpolicies and procedures. The Company has a system of carrying out internal audit coveringall business processes to review the internal control systems. The internal control systemand mechanism is reviewed periodically by the Audit Committee to make it robust so as tomeet the challenges of the business.

DETAILS OF FRAUDS REPORTABLE U/S 143(12)

During the year under review there is no fraud being or has been committed in theCompany or against the Company by officers or employees of the Company which arereportable by the Auditors to the Central Government or to the Board or to the AuditCommittee under Section 143(12) of the Companies Act 2013; therefore no disclosurerequired in this regard.

COMPLIANCES OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

DEVIATION IN UTILSATION OF FUND

The Company has utilized the funds received from IPO for objects stated in the OfferDocument therefore there is no deviation in utilization of fund and as on the date of thisreport Company has some outstanding unutilized amount which is invested in fixed Deposits.

BOARD AND COMMITTEES

The Globe International Carriers Limited has a broad-based Board of Directorsconstituted in compliance with the Companies Act 2013 Listing Regulations. As on 31stMarch 2020 The Board comprised of Six Directors viz One Managing Director One WholeTime Directors One Non-Executive Non- Independent Director and Three Non-executiveIndependent Directors.

i. COMPOSITION AND CATEGORIES OF BOARD OF DIRECTORS:

Name of Directors Category

Outside Directorship

No. of Committees Chairpersonship /Membership held including Globe International Carriers Limited

Public Private Chairmanship Membership
Mr. Subhash Agrawal# Managing Director Promoter 1 14 - 1
Mrs. Surekha Agarwal Whole-time Director Promoters - 13 - -
Ms. Riya Uttamprakash Agarwal* Independent & Non- Executive Director Non- Promoter - 3 - 3
Mr. Uttam Prakash Agrawal* Independent & Non- Executive Director Non- Promoter 1 2 - 3
Mr. Baljinder Sharma* Independent & Non- Executive Director Non- Promoter - 2 - 3
Mr. Suneel Sayarmal Mohnot Independent & Non- Executive Director Non- Promoter - 3 3 3
Mr. Anil Kumar Garg* Independent & Non- Executive Director Non- Promoter - 2 - 3
Mr. Prakash Chandra Goyal* Non Independent & Non- Executive Director Non- Promoter - 1 - 1

Note: Committee positions only of the Audit Committee Stakeholders RelationshipCommittee and Nomination and Remuneration committee in Public Companies have beenconsidered. No director of the company was member in more than ten committees or acted aschairman of more than five committees across all listed companies in which he wasdirector in terms of regulation 26 of the SEBI Listing Regulations.

# Mr. Subhash Agrawal is the Director in the Albatross Hotel And Resort Limited apublic company which is currently in the process of striking off.

* Ms. Riya Uttamprakash Agarwal appointed as Independent & Non-ExecutiveDirector w.e.f. 29.05.2019 and member of Audit Nomination & Remuneration andStakeholder Relationship Committee.

* Mr. Uttamprakash Agarwal has resigned from the position of Independent &Non-executive Director w.e.f. 15.05.2019.

* Mr. Baljinder Sharma has resigned from the position of Independent &Non-executive Director w.e.f. 07.10.2019.

* Mr. Anil Kumar Garg appointed as Independent & Non-Executive Director w.e.f.23.11.2019 and Member of Audit Nomination & Remuneration and Stakeholder RelationshipCommittee.

* Mr. Prakash Chandra Goyal appointed as Non Independent & Non-ExecutiveDirector w.e.f. 01.04.2019 and member Stakeholder Relationship Committee.

ii. ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS HELD DURING 2019-2020 AND THE LASTANNUAL GENERAL MEETING HELD ON 30th SEPTEMBER 2019:

During the Financial Year 2019-20 the Board met on ten occasion i.e. 29.05.201928.06.2019 23.07.2019 28.08.2019 04.09.2019 07.10.2019 14.11.2019 23.11.201917.02.2020 and 20.03.2020 respectively. The details of attendance of the director are asgiven below in the table:-

Name of Directors Category Meetings held during the tenure of the Directors Meetings Attended Attendance at the last AGM held on 30th September 2019
Mr. Subhash Agrawal Promoter/Managing Director 10 10 Yes
Mrs. Surekha Agarwal Whole-time Director 10 10 Yes
Mr. Suneel Sayarmal Mohnot Independent & Non-Executive Director 10 08 Yes
Mr. Uttam Prakash Agrawal* Independent & Non-Executive Director 10 05 Yes
Mr. Baljinder Sharma* Independent & Non-Executive Director 10 03 Yes

* Mr. Prakash Chandra Goyal appointed as Non Independent & Non-Executive Directorw.e.f. 01.04.2019.

* Ms. Riya Uttamprakash Agarwal appointed as Independent & Non-Executive Directorw.e.f. 29.05.2019.

* Mr. Anil Kumar Garg appointed as Independent & Non-Executive Director w.e.f.23.11.2019. * Mr. Uttamprakash Agarwal has resigned from the position of Independent &Non-executive Director w.e.f. 15.05.2019 * Mr. Baljinder Sharma has resigned from theposition of Independent & Non-executive Director w.e.f. 07.10.2019

iii. EQUITY SHAREHOLDING OF THE NON-EXECUTIVE DIRECTORS IN THE COMPANY AS ON 31STMARCH 2020:

Sr. No. Name of the Non-Executive Director No. of Shares Held
1 Mr. Uttam Prakash Agrawal (upto 15.05.19) Nil
2 Mr. Baljinder Sharma (upto 07.10.19) Nil
3 Ms. Riya Uttam Prakash Agrawal (from 29.05.19) Nil
4 Mr. Suneel Sayarmal Mohnot Nil
5 Mr. Anil Kumar Garg (from23.11.19) Nil
6 Mr. Prakash Chandra Goyal (from 01.04.19) Nil

INDUCTION & FAMILIARISATION PROGRAMMES FOR INDEPENDENT DIRECTORS:

On appointment the concerned Director is issued a letter of Appointment setting out indetail the terms of appointment duties and responsibilities. Each newly appointedIndependent Director is taken through a familiarization programme. The programme's aims tofamiliarize the Directors with the Company their role and responsibilities businessmodel of the Company etc. Independent Directors have not any Shares of the Company.

PERFORMANCE EVALUATION:

In compliance with the provisions of the Companies Act 2013 (‘the Act') and SEBI(Listing Obligations and Regulations) Requirement 2015; the Board during the year adopteda formal mechanism for evaluation of its performances as well as that of its committeesand individual Directors including the Chairman of the Board. A structured mechanism wasprepared after taking into consideration inputs received from the Directors coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board culture execution and performance of specific dutiesobligations and governance. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority shareholders etc. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors. The Directors expressed their satisfaction with theevaluation process.

INDEPENDENT DIRECTORS MEETING:

In Compliance with the Companies Act 2013 and SEBI (Listing Obligations andRegulations) Requirement 2015; the Independent Directors Meeting of the Company was heldon 20th January 2020. Independent Directors Meeting considered the performance ofNon-Independent Directors and Board as whole reviewed the performance of Chairman of theCompany taking into account the views of Executive Directors and Non-Executive Directorsand assessed the quality quantity and timeliness of flow of information between theCompany Management and the Board.

ATTENDANCE OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS MEETING HELD ON 20 THJANUARY 2020.

Mr. Suneel Sayarmal Mohnot (DIN: 06796931) is the Chairman of Independent DirectorsMeeting.

Name of Director Meeting held during the year Meeting Attended
Mr. Baljinder Sharma* 1 1
Mr. Suneel Sayarmal Mohnot (Chairman) 1 1
Mr. Uttam Prakash Agrawal* 1 1

* Mr. Baljinder Sharma has resigned from the position of Independent &Non-executive Director w.e.f. 07.10.2019

* Ms. Riya Uttamprakash Agarwal appointed as Independent & Non-Executive Directorw.e.f. 29.05.2019.

* Mr. Anil Kumar Garg appointed as Independent & Non-Executive Director w.e.f.23.11.2019. * Mr. Uttamprakash Agarwal has resigned from the position of Independent &Non-executive Director w.e.f. 15.05.2019

All the above named Independent Directors have submitted to the company declarationsto the effect that they meet the criteria of Independence as specified/provided in Section149 of the Companies Act 2013 and Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

AUDIT COMMITTEE:

i) Terms of Reference

The role and terms of reference of the Audit Committee have been updated to be in linewith the regulation 18 of the SEBI Listing Regulations and Section 177 of the CompaniesAct 2013 besides other terms as may be referred by the Board of Directors. The saidCommittee reviews reports of the Statutory Auditors and Internal Auditors periodically todiscuss their findings and suggestions internal control system scope of auditobservations of the auditors and other related matters and reviews major Accountingpolicies followed by the Company. The Minutes of the Audit Committee meetings arecirculated to and taken on record by the Board of Directors.

ii) COMPOSITION AND MEETINGS

During the financial year 2019-20 the committee met on five occasion i.e. 18.05.201927.08.2019 09.11.2019 10.01.2020 and 17.03.2020. The composition of the auditcommittee and the attendance of the Committee members are as given below. The gap betweentwo meetings did not exceed four months and the necessary quorum was present at all themeetings. Mr. Suneel Sayarmal Mohnot (DIN: 06796931) is the Chairman of Audit Committee

Name of the Director Status in Committee Nature of Directorship

Number of meetings held during the financial year 2019-20

Held Attended
Mr. Baljinder Sharma* Member Non-Executive- Independent director 5 5
Mr. Suneel Sayarmal Mohnot Chairman & Member Non-Executive- Independent director 5 5
Mr. Uttam Prakash Agrawal* Member Non-Executive- Independent director 5 5
Mr. Subhash Agrawal Member Managing Director 5 5

* Mr. Baljinder Sharma has resigned from the position of Independent &Non-executive Director w.e.f. 07.10.2019

* Mr. Uttamprakash Agarwal has resigned from the position of Independent &Non-executive Director w.e.f. 15.05.2019 The Company Secretary acts as the Secretary ofthe Committee. All the recommendations of the Audit Committee during the year wereaccepted by the Board of Directors.

iii) Role of Terms of Reference:

The terms of reference of the audit committee and the information to be reviewed by theaudit committee inter alia include the followings: Oversight of the Company's financialreporting process and the disclosure of its financial information to ensure that thefinancial statement is correct sufficient and credible; Recommendation for appointmentremuneration and terms of appointment of auditors of the Company; Approval of payment tostatutory auditors for any other services rendered by the statutory auditors; Reviewingwith the management the annual financial statements and auditors' report thereon beforesubmission to the board for approval with particular reference to; Matters required to beincluded in the director's responsibility statement to be included in the board's reportin terms of clause (c) of sub-section 3 of section 134 of the Act; Changes if any inaccounting policies and practices and reasons for the same; Major accounting entriesinvolving estimates based on the exercise of judgment by management; Significantadjustments made in the financial statements arising out of audit findings; Compliancewith listing and other legal requirements relating to financial statements; Disclosure ofany related party transactions; and Qualifications in the draft audit report.

Reviewing with the management the quarterly financial statements before submission tothe board for approval; Review and monitor the auditors' independence and performance andeffectiveness of audit process; Approval or any subsequent modification of transactions ofthe Company with related parties; Scrutiny of inter-corporate loans and investments;Valuation of undertakings or assets of the Company wherever it is necessary; Evaluationof internal financial controls and risk management systems; Reviewing with themanagement performance of statutory and internal auditors and adequacy of the internalcontrol systems; Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit; Discussionwith internal auditors for any significant findings and follow up there on; Reviewing thefindings of any internal investigations by the internal auditors into matters where thereis suspected fraud or irregularity or a failure of internal control systems of a materialnature and reporting the matter to the board; Discussion with statutory auditors beforethe audit commences about the nature and scope of audit as well as post-audit discussionto ascertain any area of concern; To look into the reasons for substantial defaults ifany in the payment to the depositors debenture holders shareholders (in case ofnon-payment of declared dividends) and creditors; To review the functioning of the WhistleBlower mechanism; To review and oversee the vigil mechanism of the Company in-line withthe requirement of provisions of Section 177(9) of the Companies Act 2013 read with rule7 of Companies (Meetings of Board and its Powers) Rules 2014;

NOMINATION AND REMUNERATION COMMITTEE.

i) Terms of Reference

The terms of reference of the Nomination & Remuneration Committee are as perguidelines set out in SEBI Listing Regulations read with Section 178 of the Companies Act2013. The said Committee has been entrusted to formulate the criteria for determiningqualification positive attributes and independence of a Director and recommend to theBoard a policy relating to remuneration for the Directors key managerial personnel andother employees formulation of criteria for evaluation of performance of independentDirectors and the Board devising a policy on Board diversity identifying persons who arequalified to become Directors and who may be appointed in senior management in accordancewith the criteria laid down and recommend to the Board their appointment and removal etc.

ii) COMPOSITION

During the financial year 2019-20 the committee met on five occasion i.e. 27.05.201905.08.2019 05.10.2019 21.11.2019 and 19.02.2020. The composition of thenomination and remuneration committee. Mr. Suneel Sayarmal Mohnot (DIN: 06796931) is thechairman and the attendance of the Committee members are as given below.

Name of the Director Status in Committee Nature of Directorship Number of meetings held during the financial year 2019-20
Held Attended
Mr. Baljinder Sharma* Member Non-Executive- Independent director 5 5
Mr. Suneel Sayarmal Mohnot Chairman & Member Non-Executive-Independent director 5 5
Mr. Uttam Prakash Agrawal* Member Non-Executive-Independent director 5 5

* Mr. Baljinder Sharma has resigned from the position of Independent &Non-executive Director w.e.f. 07.10.2019. * Mr. Uttamprakash Agarwal has resigned fromthe position of Independent & Non-executive Director w.e.f. 15.05.2019.

The Nomination and Remuneration Committee shall identify persons who are qualified tobecome directors and who may be appointed in senior management in accordance with thecriteria laid down recommend to the Board their appointment and removal and shall carryout evaluation of every director's performance. The committee has been constituted torecommend/ review the remuneration package of Managing/ Whole Time Directors. TheNomination and Remuneration Committee policy is available on the website of the Company.

iii) Role of Terms of Reference:

Identify persons who are qualified to become directors and may be appointed in seniormanagement in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance;Formulate the criteria for determining the qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for directors KMPs and other employees; Formulation of criteria forevaluation of performance of independent directors and the board of directors; Devising apolicy on diversity of board of directors; Whether to extend or continue the term ofappointment of the independent director on the basis of the report of performanceevaluation of independent directors; Determine our Company's policy on specificremuneration package for the Managing Director / Executive Director including pensionrights; Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors; Define and implement the Performance LinkedIncentive Scheme (including ESOP of the Company) and evaluate the performance anddetermine the amount of incentive of the Executive Directors for that purpose. Decide theamount of Commission payable to the Whole time Directors; Review and suggest revision ofthe total remuneration package of the Executive Directors keeping in view the performanceof the Company standards prevailing in the industry statutory guidelines etc; and Toformulate and administer the Employee Stock Option Scheme.

iv) DETAILS OF REMUNERATION TO DIRECTORS DURING THE YEAR ENDING ON 31ST MARCH2020:

Remuneration paid during the Financial Year 2019-20 to Executive Directors are:

Name of Director Yearly Remuneration (Rs.)
Mr. Subhash Agrawal 2400000/-
Mrs. Surekha Agarwal 600000/-
Total 3000000/-

The company is neither paying any sitting fees nor providing any perquisite to itsExecutive Directors.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The company has constituted Stakeholder Relationship Committee shall consider andresolve the grievances of the security holders of the company including complaints relatedto transfer of shares non-receipt of annual report and non-receipt of declared dividends.

(i) COMPOSITION:

During the financial year 2019-20 the committee met on four occasion i.e. 20.05.201924.08.2019 05.12.2019 and 09.03.2020. The composition of the StakeholdersRelationship Committee and the attendance of the Committee members are as given below. Mr.Suneel Sayarmal Mohnot (DIN: 06796931) is the Chairman of Stakeholders RelationshipCommittee.

Name of the Director Status in Committee Nature of Directorship

Number of meetings held during the financial year 2019-20

Held Attended
Mr. Baljinder Sharma* Member Non-Executive- Independent director 4 4
Mr. Suneel Sayarmal Mohnot Chairman & Member Non-Executive-Independent director 4 4
Mr. Uttam Prakash Agrawal* Member Non-Executive-Independent director 4 4

* Mr. Baljinder Sharma has resigned from the position of Independent &Non-executive Director w.e.f. 07.10.2019.

* Mr. Uttamprakash Agarwal has resigned from the position of Independent &Non-executive Director w.e.f. 15.05.2019.

(ii) COMPLIANCE OFFICER

Ms. Shubhali Khandelwal (Resigned on 29.05.2020) Company Secretary is the ComplianceOfficer for complying with requirements of Companies Act Securities laws listingAgreement and SEBI (LODR) Regulations 2015 with Stock Exchanges. During the year thecompany has not received any complaints/correspondence from Shareholders regarding nonreceipt of Share Certificates/issuance of Duplicate Share Certificates / Dividend Warrantsetc.

GENERAL BODY MEETINGS

A. DETAILS OF AGM (S) HELD FOR THE LAST THREE FINANCIAL YEARS

FINANCIAL YEAR DATE OF AGM TIME SPECIAL RESOLUTION VENUE
2016 -- 2017 22.08.2017 12:30 P.M. NA 301-306 Prakash
2017 -- 2018 28.09.2018 12:30 P.M. NA Deep Complex Near
2018 -- 2019 30.09.2019 12:30 P.M. NA Mayank Trade Centre station Road Jaipur

B. DETAILS OF EXTRAORDINARY GENERAL MEETINGS HELD DURING THE YEAR 2019-20:

DATE OF EGM TIME SPECIAL RESOLUTION VENUE
NIL

COMPLIANCE WITH ACCOUNTING STANDARDS

In the preparation of the financial statements the Company has followed the AccountingStandards notified pursuant to Companies (Accounting Standards) Rules 2006 (as amended)and the relevant provision of the Companies Act 2013 read with General Circular 8/2014dated April 04 2014 issued by the Ministry of Corporate Affairs. The significantaccounting policies which are consistently applied have been set out in the Notes to theFinancial Statements.

MEANS OF COMMUNICATION

(a) The Un-Audited Half Yearly and Annual Audited Financial Results were intimated tothe Stock Exchanges through NSE Electronic reporting system (NEAPS) immediately afterapproval by the Board as per the Listing Regulations. These results were not sentindividually to the Shareholders.

(b) The results are also made available on Company's website www.gicl.co therewere no presentations made to the Institutional Investors or analysts. (c) Designatedexclusive e-mail ID for investor is cs@gicl.co

INFORMATION FOR GENERAL SHAREHOLDER

1. AGM Date: 13.11.2020 Time: 12:30 P.M.

Through: VIDEO CONFRESSING ("VC") / OTHER AUDIOVISUAL MEANS("OAVM")

2. Book Closure: The Book Closure Date of Company will be from 07th November 2020to 13th November 2020.

3. Dividend Payment Date: The board of directors of the company has not recommendedany dividend for the financial year ended on 31st March 2020.

4. Financial Year Calendar 2019–20: The Financial year of the company is forperiod of 12 months from 1st April to 31st March. The financial result of the company isscheduled to be published as under: Audited and un-audited Results for the second halfyear and the financial year ending at 31st March 2020 will be published by the end of31st July 2020 (date as extended by SEBI) respectively and Financial Reporting for thehalf year ended 30th September 2020 on or before 14th November 2020.

5. Registrar and Share Transfer Agent: Sharex Dynamic (India) Private Limited(Merged with Link In Time India Private Limited) C-101 247 Park L.B.S. Marg VikhroliWest Mumbai Mumbai MH-400083 Telephone: +91 022-4918 6270 Fax Number: 022-4098 6060Email : rnt.helpdesk@linkintime.co.in Web: www.sharexindia.com/www.linkintime.co.in

6. Share Transfer System.

The Company's Equity Shares in the Demat form are compulsorily traded at the StockExchange. Physical shares which are lodged with the Company / Share Transfer Agent fortransfer are processed and returned to the shareholders within a fortnight if thedocuments are completed in all respect.

7. Listed on Stock Exchange NSE Ltd. (SME Platform): NSE Emerge Platform Symbol: GICLISIN: INE947T0104

Monthly high and low quotations Index during the Financial Year 2019-20 were asfollows:

Month High (In Rs.) Low (In Rs.)
Apr-19 23.70 21.45
May-19 21.45 18.45
Jun-19 24.90 19.50
Jul-19 23.70 20.40
Aug-19 22.00 19.00
Sep-19 20.40 17.65
Oct-19 - -
Nov-19 18.20 17.30
Dec-19 16.45 14.90
Jan-20 - -
Feb-20 - -
Mar-20 22.05 14.50

DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH 2020.

Following table gives the data on shareholding according to class of shareholders andtypes of shareholders:

Distribution of shareholding according to the number of shares held on March 31 2020:

Share Holders

Share Holding
Share Holding Number % to Total Number of Shares % to Total
1 – 100 2 1.74 200 0.00
101 – 200 0 0.00 0 0.00
201 – 500 0 0.00 0 0.00
501 – 1000 0 0.00 0 0.00
1001 – 5000 0 0.00 0 0.00
5001 – 10000 60 52.17 360000 4.40
10001 and 100000 45 39.13 1296000 16.20
100001 to Above 8 6.96 6383200 79.40
TOTAL 115 100.00 8039400 100.00

SHAREHOLDING PATTERN AS ON MARCH 31 2020:

CATEGORY NO. OF SHARES HELD % OF SHAREHOLDING
1.Promoters 5963400 74.17
2.Mutual Funds Nil Nil
3.Banks FIs Insurance Nil Nil
companies
4.Bodies Corporate 348000 4.33
5.Clering Members 72000 0.90
6.Non-Resident Indians 102000 1.27
7.Indian Public 1554000 19.33
TOTAL 8039400 100

DEMATERIALIZATION OF SHARES

The Shares of the Company should be in Compulsory Demat mode. As on 31st March 2020100% of the shareholding is held in Demat mode. Under the depository system theInternational Securities Identification Number (ISIN) allotted to the Company's equityshare is INE947T01014. Shares held in dematerialized form in NSDL is 990000 (12.31%) andShares held in dematerialized form in CDSL is 7049400 (87.69%).

LIQUIDITY OF SHARES

Equity shares of the Company are listed at SME Platform of NSE Ltd. and primarilytraded at the said Exchange.

- Outstanding GDR / ADR warrants or any connectible instruments conversion dateand Impact on Equity - NIL

CODE OF CONDUCT

In compliance with SEBI Regulation on prevention of Insider Trading the Company hasadopted a Code of Conduct for all Board Members and Senior Management of the Company. TheCode lays down guidelines which advises them on procedures to be followed and disclosuresto be made while dealing in shares of Globe International Carriers Limited and cautionsthem on consequences of violations. The Code of Conduct has already been posted on thewebsite of the Company. All Board Members and Senior Management Personnel have affirmedcompliances with the Code of Conduct. A declaration signed by the Managing Directorannexed.

RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the Securities & Exchange Board of India (SEBI) quarterly audit ofthe Company's share capital is being carried out by an independent external auditor with aview to reconcile the total share capital admitted with National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physicalform if any with the issued and listed capital. The Auditors' Certificate about the sameis submitted to NSE Limited.

RELATED PARTY TRANSACTIONS

None of the transactions with the related parties falls under the scope of section 188(1) of the Act. All contracts/ arrangements/ transaction entered by the Company during thefinancial year with related parties in the ordinary course of business and on arm's lengthprice basis. During the year the Company has not entered into any contracts/ arrangements/transactions with related parties which could be considered material in accordance withthe policy of the Company on materiality of related party transactions. Information ontransactions with related parties pursuant to section 134 (3) (h) of the Act read withrule 8(2) of the Companies (Accounts) Rules 2014 are given at Annexure ‘B' ‘'in AOC-2 format as prescribed.

RISK MANAGEMENT POLICY

The Board of Directors has put in place a Risk Management policy for the Company whichincludes Industry risks quality risks project risks and financial/ interest rate /liquidity risks and the structure infrastructure processes awareness and riskassessment / minimization procedures. The elements of the risk which in severe form canthreaten Company's existence have been identified by the Board of Directors to mitigatethe same.

VIGIL MECHANISM:

As per provisions of Section 177(9) and Section 177(10) of the Companies Act 2013 andRules made thereunder the Company has established a Vigil Mechanism for Directors andEmployees to report their genuine concerns/ grievances and said mechanism is overseen bythe Audit Committee of the Company and the Company has also made provisions for directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to regulation 34(2) of the Listing Regulations a report on ‘ManagementDiscussion and ANALYSIS' is part of this report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations2015 as amended from time to time the code of conduct for prohibition of insidertrading as approved by the Company. The Company has also adopted the concept of TradingWindow Closure to prevent its Directors Officers designated employees and otheremployees from trading in the securities of the Company at the time when there isunpublished price sensitive information.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors hereby confirm: a)That in the preparation of the Annual Accounts for the year ended 31st March 2020 theapplicable accounting standards had been followed; b) That the accounting policiesselected and applied are consistent and the judgments and estimates made are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company atthe end of financial year and of the profit and loss of the Company for that period. c)That proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; andd) That the Annual Accounts for the year ended 31st March 2020 have been prepared on agoing concern basis. e) That the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. f) That the directors had devised proper system to ensurecompliance with the provisions of all applicable laws and that such system were adequateand operating effectively.

CONSERVATION OF ENERGY

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder relevant information about: (i) The steps taken or impact on conservation ofenergy: Nil (ii) the steps taken by the company for utilizing alternate sources ofenergy: Nil (iii) the capital investment on energy conservation equipments: Nil

TECHNOLOGY ABSORPTION

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder relevant information about:

(i) the efforts made towards technology absorption: Nil

(ii) the benefits derived like product improvement cost reduction product developmentor import substitution: Nil

(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) the details of technology imported: Nil

(b) the year of import: Nil

(c) whether the technology been fully absorbed: Nil

(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof: Nil

(iv) the expenditure incurred on Research and Development: Nil

FOREIGN EXCHANGE EARNINGS AND OUTGO

In terms of Section 134(3)(m) of the Companies Act 2013 and the rules made thereunder relevant information about:

(i) The Foreign Exchange earned in terms of actual inflows during the year: Nil

(ii) The Foreign Exchange outgo during the year in terms of actual outflows: Nil

PARTICULARS OF EMPLOYEES

Information as required under the provisions of Section 197 of the Companies Act 2013read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company will be provided upon request. Interms of the provisions of the first proviso to Section 136(1) of the Companies Act 2013the Annual Report excluding the aforesaid information is being sent to the Shareholdersand others entitled thereto. The said information is available for inspection by theShareholders at the Registered Office of the Company during business hours on working daysof the Company up to the date of ensuing Annual General Meeting.

REPORT ON CORPORATE GOVERNANCE

As the Equity shares of the company are listed on Emerge SME Platform of NSE thereforeCorporate Governance provisions as specified in Regulations 17 to 27 and Clauses (b) to(i) of sub-regulation 46 and Paras C D and E of Schedule V of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company accordingly no reporting is required to be made under thishead.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the company has the following subsidiary company:

1. INTRAGLOBE TRANSPORT SOLUTIONS PRIVATE LIMITED (wholly owned subsidiary)

In terms of the provisions of section 129(3) of the Companies Act 2013 a statementcontaining performance & salient features of the financial statements of company'ssubsidiaries/associate/joint venture companies in the prescribed Form AOC-1 is attached asAnnexure-‘C' to this report.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provisions of Companies Act 2013 including the AccountingStandard on Consolidated Financial Statements and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (the "Listing Regulations') the auditedconsolidated financial statement is provided in this Annual Report. REPORT ON CORPORATESOCIAL RESPONSIBILITY

Your company does not come under the purview of Corporate Social Responsibility as perSection 135 of the Companies Act 2013. Apart from the regulatory norms company has takenvarious steps towards the development of the community and society as a whole.

POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE

Your company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. Asrequired under the provisions of Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 (Act) your company has constituted an InternalComplaints Committee. The committee received no complaints during the year under view.Since the number of complaints filed during the year was NIL the committee prepared a NILcomplaints report.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:1. Issue of Bonus Shares and/or Right Shares. 2. Issue of equity shares with differentialrights as to dividend voting or otherwise. 3. Issue of shares (including sweat equityshares) to employees of the Company under any scheme. 4. Buy Back of Shares. 5.Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company‘s operations in future.

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation ofthe principals distributors dealers customers who have shown their interest andconfidence in our products. The Board also placed on record its appreciation for valuablesupport and co-operation of suppliers shareholders banks management team and the entirework force for their commitment and look forward to their continued support in future.

On behalf of the Board of Directors
For Globe International Carriers Limited
Sd/- Sd/-
Subhash Agrawal Surekha Agarwal
(Managing Director) (Whole-time Director)
DIN: 00345009 DIN: 00345237
Address: 703-704 Shree Villa Apartment Address: 703-704 Shree Villa Apartment
A-26-F Bhartiya Path K.C Road Bani A-26-F Bhartiya Path K.C Road Bani Park
Park Jaipur 302006 Jaipur 302006
Date: 20.10.2020
Place: Jaipur

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