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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 9th Annual Reporttogether with Standalone and Consolidated Audited Statements of Accounts and the Auditorsof your Company for the Financial Year ended on 31st March 2019. The summarized financialperformance for the year ended 31st March 2019 is as follows:

(Rs. in INR)

Standalone

Consolidated

Particulars Year ended March 31 2019 Year ended March 31 2018 Year ended March 31 2019 Year ended March 31 2018
Net Sales / Income from operations 951788608 1051959815 1164243935 1150317133
Other Income 1016009 1968633 1126263 2066481
Total Expenditure 935778098 1035829563 1142882388 1132337770
Interest 21109513 19144766 21123683 19164774
Depreciation 2190874 3200161 2295056 3236108
Profit before taxation 17194570 18081098 22653310 20028058
Net Profit 12100814 11794570 16121051 13392783

PERFORMANCE OF THE COMPANY

During the Current Financial Year the Company has achieved a turnover of Rs 9517.88Lacs as against the Turnover of Rs. 10519.59 Lacs in the previous year. The net profit ofthe Company is Rs. 121.00 Lacs in the current year as against Rs. 117.94 Lacs in thePrevious Year.

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 Authorizedcapital also paid-up share capital of the Company. Authorized Capital of company is105000000 and the issued subscribed and paid-up Capital of the Company as on31stMarch 2019 was Rs. 80394000/- divided into 8039400 Equity Shares of Rs. 10 pershare each.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

S. Name of Director No. Designation DIN Date of cessation
1. Sub hash Agrawal Chairman & Managing Director 00345009
2. Surekha Agrawal Wholetime Director 00345237 -
3. Shubham Agrawal Wholetime Director 06909889 22.03.2019
4. Uttam Prakash Agrawal Independent Non-executive Director 00272983 15.05.2019
5. Suneel Sayarmal Mohnot Independent Non-executive Director 06796931 -
6. Baljinder Sharma Independent Non-executive Director 02294164 -

Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Ms. Saloni Agrawal Chief Financial Officer Ms. 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 ofNational Stock Exchange Ltd. It may be noted that there are no payments outstanding to theStock Exchange by way of fisting fees etc.

STATUTORY AUDITORS

At the AGM of the company held on 30th September 2014 M/s Mansaka Ravi 8&Associates Firm Registration Number: 015023C Chartered Accountants were appointed for aterm five years i.e. till the conclusion of 9th Annual General Meeting. In terms ofSection 139 a firm of chartered Accountants cannot be appointed for more than 2 terms of 5consecutive terms of five years subject to the manner of rotation provided in illustrationof rule 6 (Manner of Rotation of Auditors by the Companies on Expiry of Their Term) of TheCompanies (Audit and Auditors) Rules 2014 it is proposed on recommendation of AuditCommittee to appoint M/s Mansaka Ravi 85 Associates Firm Registration Number: 015023CChartered Accountants for a further period of Three years subject to the approval of theMembers in view of its total audit period of seven years till now on a remunerationmutually decided by and between auditors and Board of Directors. They have confirmed thatthey are not disqualified from continuing as Auditor of the Company.

M/s Mansaka Ravi 85 Associates has audited the book of accounts of the Company for theFinancial Year ended March 31 2019 and has issued the Auditors’ Report thereon. TheNotes on financial statement referred to in the Auditors’ Report are self-explanatoryand do not call for any further comments. The Auditors’ Report does not contain anyqualification reservation adverse remark or disclaimer.

INTERNAL AUDITORS

Mr. Anurag Jain Jaipur has been appointed in your company for the purpose of InternalAudit by the board resolution dated 28.05.2018. The company has already received a consentletter from the Internal Auditor for their appointment.

During the year he resigned on 22.03.2019 and Mr. Jaswant Kumar Verma appointed asInternal Auditor on w.e.f 30.03.2019.

SECRETARIAL AUDITORS

M/s. M. Sancheti8& Associates Practicing Company Secretary Jaipur has beenappointed in your company for the purpose of conducting Secretarial Audit by theresolution dated 28.05.2018for the year 2018-19. 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 ofconduct for directors 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’slength price basis. During the year the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material inaccordance with the 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 tomitigate the 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 2018-19Seven Board Meetings were convened and held on28.05.2018 21.07.2018 17.08.2018 13.11.2018 10.12.2018 12.03.2019 and 30.03.2019respectively. Rest of the details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period stipulated under the CompaniesAct 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 March 2019the 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 2019 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 TECHNOLOGY ABSORPTION FOREIGNEXCHANGEEARNINGS 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 whichconverted into Wholly Owned Subsidiary on 12.12.2018 in term of the provisions of theCompanies Act 2013:

1. 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 ofcompany’s subsidiaries/associate/joint venture companies in the prescribed Form AOC-1is 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’) theaudited consolidated 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.

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
(Formerly known as Globe International Carriers Private Limited)
Date: 04.09.2019 sd/-
Place: Jaipur Subhash Agrawal
(Chairman & Managing Director)
DIN: 00345009
Address: 703 Shree Villa Apartment
Bhartiya Path K.C. Road
Banipark Jaipur-302006

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