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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 11thAnnual Report together with Standalone and Consolidated Audited Statements of Accounts andthe Auditors Report of your Company for the Financial Year ended on 31st March2021. The summarized financial performance for the year ended 31st March 2021is as follows:

FINANCIAL SUMMARY AND HIGHLIGHTS

(Rs. in INR)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operations 800446594 803327329 801748434 876169643
Profit before finance costs tax depreciation and amortization exceptional items 33052641 35742088 33114497 30107406
Less : Finance Cost 17919162 19558367 17925092 19574542
Less : Depreciation & Amortization 2663354 3171259 2747269 3283211
Profit before Tax 12229380 12980007 12201391 7217198
Provision for Tax 3216892 3308386 3206575 3298786
Profit / (loss) for the period 9012488 9671621 8994816 3918412
Earnings per Share 0.90 1.20 0.90 0.49

OPERATIONS AND STATE OF COMPANY'S AFFAIRS

The Annual Report includes standalone and consolidated Financial Statement of thecompany which includes the result of its wholly owned subsidiary i.e. IntraglobeTransport Solutions Private Limited. Both Holding and Subsidiary Company operates insingle segment business i.e. Logistics Sector.

• Standalone Financial Stats:

During the Current Financial Year the Company has achieved a turnover of Rs 8004.47Lacs as against the Turnover of Rs 8033.27 Lacs in the previous year. The net profit ofthe Company is Rs. 90.12 Lacs in the current year as against Rs. 96.72 Lacs in thePrevious Year.

• Consolidated Financial Stats:

During the Current Financial Year the Company has achieved a consolidated turnover ofRs 8017.48 Lacs as against the Turnover of Rs. 8761.70 Lacs in the previous year. TheConsolidated net profit of the Company is Rs. 89.95 Lacs in the current year as againstRs. 39.18 Lacs in the Previous Year.

• COVID-19 Impact

Operational revenue of the company is reduced over the previous year due to thenational wide lockdown imposed on account of COVID-19 during the year which has impactedthe business adversely. The management of the company not only adopted amended strategiesto tackle such condition making adverse impact on the normal business but also arrangedproper facilities and amenities to the personnel to run the business smoothly.

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 2021 the board proposes to transfer balanceof profit to the Reserve and Surplus.

COPY OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and the Companies (Amendment) Act2017 Effective from 28th August 2020 and rules framed thereunder a copy ofthe annual return is uploaded on the website of the company i.e. www.gicl.co

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 but paid-up share capital has been increased by Rs. 20098500/- (Rupees TwoCrore Ninety Eight Thousand Five Hundred only) through issue of 2009850 Bonus EquityShares to existing members 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 2021 was Rs. 100492500/- (TenCrores Four Lacs Ninety Two Thousand Five Hundred only) divided into 10049250 EquityShares of Rs. 10 per share each.

• Issue of Bonus Equity Shares

During period under review the board of director of the company recommended issue ofBonus Equity Share in the ratio of 1:4 i.e. One Bonus Equity Share of Rs. 10/- (Rupees TenOnly) each to each existing Four Equity Share of Rs. 10/- (Rupees Ten Only) each. Membersof the company approved the Issue of Bonus Equity Shares through Postal Ballot date 12thMarch 2021 and total 2009850 Bonus Equity shares of Rs. 10/- each issued to the existingshareholders. Various approval like In-Principal Approval of Exchange Listing ApprovalTrading Approval Depositories Approval and RTA confirmation were taken in due course.

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

* Name of Director No. Designation DIN/PAN
1. Subhash Agrawal Managing Director 00345009
2. Surekha Agarwal Whole Time Director 00345237
3. Riya Uttamprakash Agarwal Independent Non-executive Director 05279280
4. Suneel Sayarmal Mohnot Independent Non-executive Director 06796931
5. Anil Kumar Garg Independent Non-executive Director 03631635
6. Shubham Agrawal (from 12.03.2021) Non Independent Non-executive Director 06909889
7. Prakash Chandra Goyal (till 08.02.2021) Non Independent Non-executive Director 08345809
8. Saloni Agrawal Chief Financial Officer AUMPA6893M
9. Shubhali Khandelwal (till 29.05.2020) Company Secretary & Compliance Officer FXKPK4506D
10. 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 Mr. Vijay Kuma Jha (Company Secretary) Re-Appointment of Mrs.Surekha Agarwal (Whole Time Director) and Mr. Subhash Agrawal (Managing Director) as keymanagerial personnel of the Company were formalized and pursuant to the provisions ofSection 152 of the Act Mr. Shubham Agrawal (Non-Executive Non-Independent Director)appointed during the year. There is no Appointment or re-appointment of IndependentDirectors 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 Re-Appointment of Mr. Subhash Agrawal as a Managing Director of the company forthe term of five years there have been no material changes and commitments which canaffect the financial position of the company occurred between the end of financial yearof the Company and date of this report.

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 dated10.07.2020 for the Financial Year 2020-21. 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 10.07.2020 for the year 2020-21. The company has already received aconsent letter from the Secretarial auditor for their appointment. The report ofSecretarial Auditor on the compliances is at Annexure - 4.

During Secretarial Audit process for the FY 2020-21 Secretarial Auditor has pointed anobservation of delayed reporting to exchange which occurred due to the complete Lock Downimposed by the Govt. due to the COVID-19 and also during the period of lockdown ourCompany Secretary Ms. Shubhali Khandelwal had resigned on 29.05.2021. In that worsesituation due to CORONA Impact our office were been closed in compliance to Lock downregulation and subsequently appointment of new Company secretary could be done whichresulted in delay reporting of some compliances to Exchange.

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.

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 2021 The Board comprised of Six Directors viz. One Managing Director One WholeTime Directors One NonExecutive 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 12 - 1
Mrs. Surekha Agarwal Whole-time Director Promoters - 12 - -
Ms. Riya Uttamprakash Agarwal* Independent & NonExecutive Director NonPromoter - 3 - 3
Mr. Suneel Sayarmal Mohnot Independent & NonExecutive Director NonPromoter - 3 3 3
Mr. Anil Kumar Garg* Independent & NonExecutive Director NonPromoter - 3 - 3
Mr. Prakash Chandra Goyal* Non Independent & NonExecutive Director NonPromoter - - - -
Mr. Shubham Agrawal* Non Independent & NonExecutive Director NonPromoter - - - 1

ii. ATTENDANCE OF DIRECTORS AT THE BOARD MEETINGS HELD DURING 2020-2021 AND THE LASTANNUAL GENERAL MEETING HELD ON 13th November 2020:

During the Financial Year 2020-21 the Board met on nine occasion i.e. 10.07.202022.07.2020 11.09.2020 20.10.2020 13.11.2020 27.11.2020 22.12.2020 08.02.2021 and22.03.2021 respectively. The details of attendance of the director are as given below inthe table:-

Name of Directors Category Meetings held during the tenure of the Directors Meetings Attended Attendance at the last AGM held on 13th November 2020
Mr. Subhash Agrawal Promoter/Managing Director 9 9 Yes
Mrs. Surekha Agarwal Whole-time Director 9 8 Yes
Mr. Suneel Sayarmal Mohnot Independent & NonExecutive Director 9 7 Yes
Mr. Riya UttamPrakash Agrawal* Independent & NonExecutive Director 9 1 No
Mr. Anil Kumar Garg Independent & NonExecutive Director 9 9 No
Mr. Prakash Chandra Goyal* Non-Independent & Non-Executive Director 8 0 No
Mr. Shubham Agrawal* Non-Independent & Non-Executive Director 1 0 No

iii. EQUITY SHAREHOLDING OF THE NON-EXECUTIVE DIRECTORS IN THE COMPANY AS ON 31st MARCH2021:

Sr. No. Name of the Non-Executive Director No. of Equity Shares Held
1 Ms. Riya Uttam Prakash Agrawal Nil
2 Mr. Suneel Sayarmal Mohnot Nil
3 Mr. Anil Kumar Garg Nil
4 Mr. Shubham Agrawal (from 12.03.21) 337500
5 Mr. Prakash Chandra Goyal (till 08.02.20) Nil

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.

* Mr. Prakash Chandra Goyal has resigned from the position of Non-Independent &Non-executive Director w.e.f. 08.02.2021.

* Mr. Shubham Agrawal appointed as Non-Independent & Non-Executive Director w.e.f.12.03.2021 and member of Stakeholder Relationship Committee.

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 do not hold 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 25th January 2025. Independent Directors Meeting considered the performanceof Non-Independent Directors and Board as whole reviewed

the performance of Chairman of the Company taking into account the views of ExecutiveDirectors and NonExecutive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board.

ATTENDANCE OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS MEETING HELD ON 25thJANUARY 2021.

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

Name of Director Meeting held during the year Meeting Attended
Mr. Suneel Sayarmal Mohnot (Chairman) 1 1
Mr. Anil Kumar Garg 1 1
Ms. Riya Uttam Prakash Agrawal 1 1

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 2020-21 the committee met on four occasion i.e. 11.07.202002.11.2020 21.01.2021 and 26.03.2021. The composition of the audit committee and theattendance of the Committee members are as given below. The gap between two meetings didnot exceed four months and the necessary quorum was present at all the meetings. 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 2020-21
Held Attended
Mr. Suneel Sayarmal Mohnot Chairman & Member Non-Executive- Independent director 4 4
Mr. Anil Kumar Garg Member Non-Executive- Independent director 4 4
Ms. Riya Uttam Prakash Agrawal Member Non-Executive- Independent director 4 4
Mr. Subhash Agrawal Member Managing Director 4 4

The Company Secretary acts as the Secretary of the Committee. All the recommendationsof the Audit Committee during the year were accepted 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 financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

> Recommendation for appointment remuneration and terms of appointment of auditorsof the Company;

> Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;

> Reviewing with the management the annual financial statements and auditors'report thereon before submission to the board for approval with particular reference to;

> Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section 3 of section 134 ofthe Act;

> Changes if any in accounting policies and practices and reasons for the same;

> Major accounting entries involving estimates based on the exercise of judgment bymanagement;

> Significant adjustments made in the financial statements arising out of auditfindings;

> Compliance with listing and other legal requirements relating to financialstatements;

> Disclosure of any related party transactions; and

> Qualifications in the draft audit report.

> Reviewing with the management the quarterly financial statements beforesubmission to the board for approval;

> Review and monitor the auditors' independence and performance and effectivenessof audit process;

> Approval or any subsequent modification of transactions of the Company withrelated parties;

> Scrutiny of inter-corporate loans and investments;

> Valuation of undertakings or assets of the Company wherever it is necessary;

> Evaluation of internal financial controls and risk management systems;

> Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control systems;

> Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;

> Discussion with internal auditors for any significant findings and follow up thereon;

> Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board;

> Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

> To look into the reasons for substantial defaults if any in the payment to thedepositors debenture holders shareholders (in case of non-payment of declared dividends)and creditors;

> To review the functioning of the Whistle Blower mechanism;

> To review and oversee the vigil mechanism of the Company in-line with therequirement of provisions of Section 177(9) of the Companies Act 2013 read with rule 7 ofCompanies (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 2020-21 the committee met on two occasion i.e. 11.12.2020 and01.02.2021. Mr. Suneel Sayarmal Mohnot (DIN: 06796931) is the chairman and the attendanceof 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 2020-21
Held Attended
Mr. Suneel Sayarmal Mohnot Chairman & Member Non-Executive-Independent director 2 2
Mr. Anil Kumar Garg Member Non-Executive-Independent director 2 2
Ms. Riya Uttam Prakash Agrawal Member Non-Executive-Independent director 2 2

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 insenior management 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 for evaluation of performance of independent directors andthe board of directors;

> Devising a policy on diversity of board of directors; Whether to extend orcontinue the term of appointment of the independent director on the basis of the reportof performance evaluation of independent directors;

> Determine our Company's policy on specific remuneration package for the ManagingDirector / Executive Director including pension rights;

> Decide the salary allowances perquisites bonuses notice period severance feesand increment of Executive Directors;

> Define and implement the Performance Linked Incentive Scheme (including ESOP ofthe Company) and evaluate the performance and determine the amount of incentive of theExecutive Directors for that purpose.

> Decide the amount of Commission payable to the Whole time Directors;

> Review and suggest revision of the total remuneration package of the ExecutiveDirectors keeping in view the performance of the Company standards prevailing in theindustry statutory guidelines etc; and

> To formulate and administer the Employee Stock Option Scheme.

iv) DETAILS OF REMUNERATION TO DIRECTORS DURING THE YEAR ENDING ON 31stMARCH 2021:

Remuneration paid during the Financial Year 2020-21 to Executive Directors are:

Name of Director Yearly Remuneration (Rs.)
Mr. Subhash Agrawal 1393608/-
Mrs. Surekha Agarwal 304077/-
Total 1697685/-

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 2020-21 the committee met on one occasion i.e. 25.03.2021.The composition of the Stakeholders Relationship Committee and the attendance of theCommittee members are as given below. Mr. Suneel Sayarmal Mohnot (DIN: 06796931) is theChairman of Stakeholders Relationship Committee.

Name of the Director Status in Committee Nature of Directorship Number of meetings held during the financial year 2020-21
Held Attended
Mr. Suneel Sayarmal Mohnot Chairman & Member Non-Executive-Independent director 1 1
Mr. Anil Kumar Garg Member Non-Executive-Independent director 1 1
Ms. Riya Uttam Prakash Agrawal Member Non-Executive-Independent director 1 1

(ii) COMPLIANCE OFFICER

Mr. Vijay Kumar Jha Company Secretary is the Compliance Officer for complying withrequirements of Companies Act Securities laws Listing Agreement and SEBI (LODR)Regulations 2015 with Stock Exchanges. During the year the company has not received anycomplaints/correspondence from Shareholders regarding non receipt of ShareCertificates/issuance of Duplicate Share Certificates / Dividend Warrants etc.

GENERAL BODY MEETINGS

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

FINANCIAL YEAR DATE OF AGM TIME SPECIAL RESOLUTION VENUE
2017 - 2018 28.09.2018 12:30 P.M. NA 301-306 Prakash Deep Complex Near Mayank Trade Centre station Road Jaipur
2018 - 2019 30.09.2019 12:30 P.M. NA
2019 - 2020 13.11.2020 12:30 P.M. NA Through Video Conferencing ("VC/OAVM")

B. DETAILS OF EXTRAORDINARY GENERAL MEETINGS HELD DURING THE YEAR 2020-21:

DATE OF EGM TIME SPECIAL RESOLUTION VENUE
NIL

C. DETAILS OF POSTAL BALLOT HELD DURING THE YEAR 2020-21:

PERIOD OF POSTAL BALLOT SPECIAL RESOLUTION
From 11.02.2021 at 10:00 AM 1. Migration of Equity Share of the Company from SME Segment to the Main Board of National Stock Exchange (NSE)
To 12.03.2021 till 05:00 PM

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 afterapproved 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 there were nopresentations made to the Institutional Investors or analysts.

(c) Designated exclusive e-mail ID for investor is cs@gicl.co

INFORMATION FOR GENERAL SHAREHOLDER

1. AGM Date: 30.09.2021 Time: 04:00 P.M. Venue: 301-306 Prakashdeep Complex NearMayank Trade Centre Station Road Sindhi Camp Jaipur - 302006 Rajasthan

2. Book Closure: The Book Closure Date of Company will be from 24thSeptember 2021 to 30th September 2021.

3. Dividend Payment Date: The board of directors of the company has not recommended anydividend for the financial year ended on 31st March 2021.

4. Financial Year 2020-21: The Financial year of the company is for period of 12 monthsfrom 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 half year and the financial year endingat 31st March 2021 has been published on the 29th June 2021 respectively andFinancial Reporting for the half year ended 30th September 2021 shall be published on orbefore 14th November 2021.

5. Registrar and Share Transfer Agent: Link In Time India Private Limited having officeat C-101 247 Park L.B.S. Marg Vikhroli West Mumbai Mumbai MH-400083 Telephone: +91022-4918 6270 Fax Number: 022-4098 6060 Email : rnt.helpdesk@linkintime.co.in Web: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: GICL

ISIN: INE947T0104

Monthly high and low quotations Index during the Financial Year 2020-21 were asfollows:

Month High (In Rs.) Low (In Rs.)
Apr-20 20.00 20.00
May-20 20.00 20.00
Jun-20 22.60 20.50
Jul-20 23.80 21.20
Aug-20 21.50 20.00
Sep-20 22.25 20.90
Oct-20 22.20 21.60
Nov-20 21.90 19.85
Dec-20 20.80 20.80
Jan-21 20.00 20.00
Feb-21 20.20 20.20
Mar-21 20.20 20.20

DISTRIBUTION OF SHAREHOLDING AS ON 31st MARCH 2021.

Following table gives the data on shareholding according to class of shareholders andtypes of shareholders: Distribution of shareholding according to the number of shares heldon March 31 2021:

Share Holders Share Holding
Share Holding Number % to Total Number of Shares % to Total
1 - 100 2 1.77 250 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 59 52.21 442500 4.40
10001 - 100000 42 37.17 1282500 12.76
100001 to Above 10 8.85 8324000 82.83
TOTAL 113 100.00 10049250 100.00

SHAREHOLDING PATTERN AS ON MARCH 31 2021:

CATEGORY NO. OF SHARES HELD % OF SHAREHOLDING
l.Promoters 7454250 74.18
2.Mutual Funds Nil Nil
3.Banks FIs Insurance companies Nil Nil
4.Bodies Corporate 832500 8.28
5.Clering Members Nil Nil
6.Non-Resident Indians 127500 1.27
7.Indian Public 1635000 16.27
TOTAL 10049250 100.00

DEMATERIALIZATION OF SHARES

The Shares of the Company should be in Compulsory Demat mode. As on 31st March 2021100% 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 907500 (9.03%) andShares held in dematerialized form in CDSL is 9141750 (90.97%).

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 date andImpact 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.

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 samehas been submitted to NSE Limited regularly on or before the due date.

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 - 2" 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. (Annexure - 1)

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 2021the applicable accounting standards had been followed;

b) 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.

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 2021 have been prepared on agoing concern basis.

e) 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.

f) 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

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 of energy: Nil

(ii) the steps taken by the company for utilizing alternate sources of energy: 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 is provided in Annexure -5. Also itwill be provided upon request. In terms of the provisions of the first proviso to Section136(1) of the Companies Act 2013 the Annual Report Including the aforesaid information isbeing sent to the Shareholders and others entitled thereto. The said information isavailable for inspection by the Shareholders at the Registered Office of the Companyduring business hours on working days of the Company up to the date of ensuing AnnualGeneral 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 one 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 - 3 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 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 Right Shares.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany 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 (Managing Director) Surekha Agarwal (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: 28.08.2021
Place: Jaipur

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