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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 7th Annual Reporttogetherwith the Audited

Statements of Accounts and the Auditors Report of your Company for the FinancialYearended on 31st March 2017. The summarized financial performance for the year ended 31March 2017 is as follows:

Amount In `
Particulars Current Year Previous Year
Net Sales / Income from operations 1113950934 1028045803
Other Income 2415024 353393
Total Expenditure 1092506590 1009176261
Interest 19094488 19179274
Depreciation 2941838 4028508
Profit before taxation 24140922 16408621
10064557
Net Profit 15805563

OPERATIONS

Your Company has seen an overall growth in turnover from its business during the year.During theCurrent Financial Year the Company has achieved a turnover of Rs 11139.50Lacsas against theTurnover of Rs.10280.45Lacs in the previous year. The net profit of theCompany has also increasedfrom last year. It is Rs.158.05 Lacs in the current year asagainst Rs. 100.64 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.

DEPOSITS

The Company has not accepted any Deposits 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 Ltd. It may benoted that there are no payments outstanding to the StockExchange by way of listing fees etc.

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.Akshay Goyal and Mr. Uttam Prakash Jagdish Prasad Agrawal are Independent Directors inaccordance with the terms of Clause 17 of theListing Agreement and the Companies Act2013. They have submitted a declaration that each ofthem meets the criteria ofindependence as 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 Mrs. Surekha Agrawal and Mr. ShubhamAgrawalare liable to retire byrotation and being eligible seeks re-appointment at thisensuing Annual General Meeting.

Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 theappointment of Ms. Saloni Agrawal Chief Financial Officer and Ms. SurbhiSrivastava CompanySecretary as key managerial personnel of the Company were formalized.

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 StatutoryAuditors of the Company where originally appointed on AGM held on 30.09.2014 are eligiblefor reappointment subject to ratification by the members. The Board of Directors upon therecommendation of the Audit Committee proposes the re-appointment of M/s Mansaka Ravi& Associates as the statutory auditors of the Company subject to the approval of themembers at the Annual General Meeting. Their comments on the accounts and notes to theaccounts are self-explanatory. They have confirmed their eligibility under Section 141 ofthe Companies Act 2013 and the Rules framed thereunder for reappointment of StatutoryAuditors.

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 for the year 2016-17. The company hasalready received a consent letter from the Internal Auditor for their appointment.

SECRETARIAL AUDITORS

Mr. M. Sancheti & Associates Practicing Company Secretary Jaipur has beenappointed in your company for the purpose of conducting Secretarial Audit by theresolution dated 30.08.2016for the year 2016-17. The company has already received aconsent letter from the Secretarial auditor for their appointment. The report ofSecretarial Auditor on the compliances is at Annexure'C'.

AUDITOR REPORT & SECRETARIAL AUDIT REPORT

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

PARTICULARS OF EMPLOYEES

There is no employee during the year under review whose particulars are required to begiven pursuant to Section 197 of the Companies Act 2013 read with the Rule 5 Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.In terms of Section 136of the Companies Act 2013 the Report and Accounts are being sent to all shareholders ofthe Company excluding the aforesaid information. Any shareholders interested in obtainingsuch particulars may write to the Company Secretary at the Registered Office of theCompany before the seven days of Annual General Meeting.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 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. The Board has appointed Ms. Surbhi SrivastavaCompany Secretary as the Compliance Officer under the Code.

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 in Form AOC-2and the same form spart of this report.

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 / liquidityrisks and the structureinfrastructure processes awareness and risk assessment /minimization procedures. The elements ofthe risk which in severe form can threatenCompany's existence have been identified by the Board ofDirectors to mitigate the same.

MEETINGS

During the Financial Year 2016-17Eleven BoardMeetings were convened and held rest ofthe details ofwhich are given in the Corporate Governance Report. The intervening gapbetween the Meetings waswithin 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 : That in the preparation of

the Annual Accounts for the year ended 31st March 2017 the applicable accountingstandards had been followed;

a) That the accounting policies selected and applied are consistent and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of financial year and of the profit and loss ofthe Company for that period.

b) 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

c) That the Annual Accounts for the year ended 31st March 2017 have been prepared on agoing concern basis.

d) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

e) That the directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such system were adequate and operatingeffectively.

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

A report on Corporate Governance as stipulated in Clause 52 of the Listing Agreement isgiven at Annexure 'B' which forms a part of the Director's 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.

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.

By order of the Board
For Globe International Carriers Limited (GICL)
Sd/-
Subhash Agrawal
Chairman& Managing Director
DIN : 00345009
Date : 25.07.2017 Address : 703-Shree Villa Apt Bhartiya Path
Place : Jaipur Kanti Chand Road Bani Park Jaipur (Raj.) 302016