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Globe International Carriers Ltd.

BSE: 538385 Sector: Others
NSE: GICL ISIN Code: INE947T01014
BSE 05:30 | 01 Jan Globe International Carriers Ltd
NSE 05:30 | 01 Jan Globe International Carriers Ltd

Globe International Carriers Ltd. (GICL) - Director Report

Company director report

Dear Shareholders

The Directors of your Company with immense pleasure presenting the 8 Annual Reporttogether with Standalone and Consolidated Audited Statements of Accounts and the AuditorsReport of your Company for the Financial Year ended on 31 March 2018. The summarizedfinancial performance for the year ended 31 March 2018 is as follows:

(Rs. in INR)
Particulars Standalone Consolidated *
Year ended March 31 2018 Year ended March 31 2017 Year ended March 31 2018
Net Sales / Income from operations 1051959815 1113950934 1150317134
Other Income 1968633 2415024 2066481
Total Expenditure 1035829563 1092506589 1132337770
Interest 19144766 19094488 19164774
Depreciation 3200161 2941838 3236108
Profit before taxation 18081099 24140922 20028059
Net Profit 11794570 15805563 13392783

* Last Year data of March 31 2017 not available due to Non-applicability ofConsolidation Provisions.

OPERATIONS

Your Company has seen a constant growth in turnover from its business during the year.During the Current Financial Year the Company has achieved a turnover of Rs 10519.59 Lacsas against the Turnover of Rs. 11139.50Lacs in the previous year. The net profit of theCompany is Rs.117.94 Lacs in the current year as against Rs. 158.05 Lacs in the PreviousYear.

DIVIDEND

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

RESERVES

Details stated in the financial part of the Annual Report.

SHARE CAPITAL

During the year under review the Company has not increased or decreased the Authorisedcapital also paid-up share capital of the Company. the issued subscribed and paid-upCapital of the Company as on 31st March 2018 was 80394000/- divided into 8039400Equity Shares of Rs. 10 per share each.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

As on date the Board of Directors of the Company comprises two executive and fournon-executiveDirectors out of which three directors that is Mr. Baljinder Sharma Mr.Uttam Prakash Jagdish Prasad Agrawal and Mr. Suneel Sayarmal Mohnot are IndependentDirectors in accordance with SEBI Listing Regulations and the Companies Act 2013. Mr.Suneel Sayarmal Mohnot (DIN: 06796931) appointed as Additional Independent &Non-Executive Director of the Company w.e.f. 30.01.2018.His tenure will expire at theensuing Annual General Meeting the Board of Directors have recommended his appointment asIndependent Directors of the Company to the members in the ensuing AGM. Where As Duringthe year under review Mr. Akshaya Goyal (DIN: 01483219) Independent Director andNon-Executive Director of the Company resigned on 15.01.2018 on personal grounds. TheBoard wishes to place on record his valuable contribution to the company during his tenureas a Director.

They have submitted a declaration that each of them meets the criteria of independenceas provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year. Inaccordance with the provisions of the Companies Act Mr. Subhash Agrawal are liable toretire by rotation and being eligible seeks re-appointment at this ensuing Annual GeneralMeeting.

Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Mrs. Saloni Agrawal Chief Financial Officer Mrs. SurbhiSrivastava Company Secretary (upto 17.08.2018) and Mr. Pravesh Chhatani (from 17.08.2018)as key managerial personnel of the Company were formalized.

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.

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.

DEPOSITS

The Company has not accepted any Deposits during the 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.

STOCK EXCHANGE & LISTING FEES

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

STATUTORY AUDITORS

M/s Mansaka Ravi & Associates Firm Registration Number: 015023CCharteredAccountants Statutory Auditors of the Company and having its office at 34 Fourth FloorTrinity Mall Swage Farm New Sanganer Road Sodala Jaipur 302019. The Statutory Auditorsof the Company where originally appointed on AGM held on 30.09.2014 and are eligible forre-appointment. The Board of Directors upon the recommendation of the Audit Committeeproposes the re-appointment of M/s Mansaka Ravi & Associates as the statutory auditorsof the Company. Their comments on the accounts and notes to the accounts areself-explanatory. They have confirmed their eligibility under Section 141 of the CompaniesAct 2013 and the Rules framed thereunder for reappointment of Statutory Auditors.

INTERNAL AUDITORS

Mr. Anurag Jain Jaipur has been appointed in your company for the purpose of InternalAudit by the board resolution dated 25.01.2017. The company has already received a consentletter from the Internal Auditor for their appointment. During the year under the reviewhe remain the position in the Company as Internal Auditor.

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 27.05.2017for the year 2017-18. The company has already received aconsent letter from the Secretarial auditor for their appointment. The report ofSecretarial Auditor on the compliances is at Annexure'E'.

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.

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.

CODE OF CONDUCT

Pursuant to regulation 26(3) of the Listing Regulations all board members and seniormanagement personnel have affirmed compliance with the 'company's code of conduct fordirectors and senior management' on an annual basis.

BOARD EVALUATION

Kindly refer the point mentioned in the report of corporate governance which forms anintegral part of this annual report.

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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is given atAnnexure 'A'. The same forms part of this report.

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 on transactions with related parties pursuant to section 134 (3) (h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given at Annexure 'C''' 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.

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.

MEETINGS

During the Financial Year 2017-18 Seven Board Meetings were convened and held rest ofthe details of which are given in the Corporate Governance Report. The intervening gapbetween the Meetings was within the period stipulated under the Companies Act 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act 2013 the Directors hereby confirmthat: a) That in the preparation of the Annual Accounts for the year ended 31st March2018 the applicable accounting standards had been followed; b) That the accountingpolicies selected and applied are consistent and the judgments and estimates made arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of financial year and of the profit and loss of the Company for thatperiod. 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; and d) That the Annual Accounts for the year ended 31st March 2018 havebeen prepared on a going concern basis. e) That the directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. f) That the directors had devised propersystem to ensure compliance with the provisions of all applicable laws and that suchsystem were adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013read with Rule 8 Companies (Accounts) Rules 2014 in respect of conservation ofenergy and technology absorption have not been furnished considering the nature ofactivities undertaken by the company during the year under review.

REPORT ON CORPORATE GOVERNANCE

Your company has always followed good Corporate Governance practices in pursuit of itsobjective of serving society through industry. The corporate governance report along witha certificate of the auditors of the company regarding compliance of the conditions ofcorporate governance as stipulated under the Listing Regulations is attached as'Annexure-B' to this report.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review the company has the following subsidiary company in termof the provisions of the Companies Act 2013:

"Intraglobe Transport Solutions Private Limited"

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 as'Annexure-D' 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 CORPORATE SOCIAL RESPONSIBILITY

Your company does not come under the purview of CSR as per Section 135 of the CompaniesAct 2013. Apart from the regulatory norms company has taken various steps towards thedevelopment 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.

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.

ACKNOWLEDGMENT

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
(Formerly known as Globe International Carriers Private Limited)
sd/-
Subhash Agrawal
(Chairman & Managing Director)
DIN: 00345009
Date: 17/08/2018 Address: 703 Shree Villa Apartment
Place: Jaipur Bhartiya Path K.C. Road Banipark Jaipur

Annexure 'C'

AOC-2

[Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8 of theCompanies(Accounts) Rules 2014]

Form for disclosure of particulars of contracts/arrangements entered into by theCompany with related parties referred in sub section (1) of section 188 of the CompaniesAct 2013 including certain arm's length transaction under third proviso thereto

(A) Details of contracts or arrangement or transaction not at arm's length basis

Your company has not entered into any contract arrangement or transaction with itsrelated parties which is not at arm's length during financial year 2017-18.

(B) Details of material contracts arrangement or transactions at arm's length basis.

Name(s) of the related party The nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/arrangement/ transactions Salient terms of the contracts or arrangements or transaction including the value if any Amount
1 Govind Kripa Infratech Pvt. Ltd. Significantly Influenced Entity Not Applicable Business Advance Given: 1300000/-
Receipt of Business Advance given: 1300000/-
2 Govind Kripa Enclave LLP Significantly Influenced Entity Based on Rendering of Services: 21506526/-
Orders Business Advance Given: 23137384/-
Receipt of Business Advance given: 32710008/-
3 Subhash Agarwal KMP 12 months ongoing Leasing or Hire Purchase Arrangements: 562800/-
Business Advance received: 4662450/-
Business Advance repaid: 4806832/-
4 Surekha Agarwal KMP 12 months ending on 31st March 2018 Leasing or Hire Purchase Arrangements: 180000/-
5 Intra globe supply chain pvt. Ltd Significantly Influenced Entity Not Applicable Business Advance Given: 22278/-
Business Advance repaid: 22278/-
6 GRC Logistics LLP Significantly Influenced Entity Not Applicable Business Advance Given: 32500/-
Business Advance repaid: 32500/-
7 Intraglobe Transport Solutions Private Limited Significantly Influenced Entity Not Applicable Business Advance Received: 19057162/-
Business Advance repaid: 49952745/-
8 GKB Intrastructures Private Limited Significantly Influenced Entity Not Applicable Business Advance Received: 373484/-
Business Advance repaid: 500/-

Date(s) of approval by the Board if any: Not applicable since the contract wasentered into in the ordinary course of business and on arm's length basis.

On behalf of the Board of Directors
For Globe International Carriers Limited
(Formerly known as Globe International Carriers Private Limited)
sd/-
Subhash Agrawal
(Chairman & Managing Director)
DIN: 00345009
Date: 17/08/2018 Address: 703 Shree Villa Apartment
Place: Jaipur Bhartiya Path K.C. Road Banipark Jaipur

Form 'AOC-1'

[Pursuant to rst proviso to sub-secon (3) of secon 129 r ead with rule 5 of Companies(Accounts) Rules 2014]

Statement containing salient features of the nancial statement ofsubsidiaries/associate companies/joint ventures:

Part "A": Subsidiaries:

(Informaon in r espect of each subsidiary to be presented with amounts in Rs.)

Name of the subsidiary Intraglobe Transport Soluons Private Limited
1. Reporting period f or the subsidiary concerned if different from the holding company's reporting period 2017-18
2. Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries. INR
3. Share capital 100000
4. Reserves & surplus 998876
5. Total assets 40404182
6. Total Liabilies 39305306
7. Investments 4924
8. Turnover 98357319
9. Pro t before taxaon 1946960
10. Provision for taxaon 348748
11. Pro t a^er taxaon 1598213
12. Proposed Dividend NA
13. % of shareholding 70%

Additional Information:

1.Names of associates or joint ventures which are yet to commence operations : None

2.Names of associates or joint ventures which have been liquidated or sold during theyear : None

Part "B": Associates and Joint Ventures : Not Applicable

For and on behalf of the Board of Directors of Globe International Carrier s Limited

Sd/ Sd/- Sd/- Sd/-
(Subhash Agrawal) (Surekha Agarwal) (Surbhi Srivastava) (Saloni Agrawal)
Chairman & Managing Director Whole Time Director Company Secretary Chief Financial O cer
(DIN : 00345009) (DIN: 00345237)
Dated : 28.05.2018
Place : Jaipur