Globe International Carriers Ltd Directors Report.

Dear Shareholders,

The Directors of your Company with immense pleasure, presenting the 10th Annual Report together with Standalone and Consolidated Audited Statements of Accounts and the Auditors Report of your Company for the Financial Year ended on 31st March, 2020. The summarized financial 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 80,33,27,329 95,17,88,608 87,61,69,643 1,16,42,43,935
Other Income 5,08,423 10,16,009 8,53,393 11,26,263
Total Expenditure 79,08,23,290 93,57,78,097 86,97,73,384 1,14,28,82,387
Interest 1,95,58,368 2,11,09,512 1,95,74,543 2,11,23,682
Depreciation 31,71,259 21,90,874 32,83,211 22,95,056
Profit before taxation 1,29,80,008 1,71,92,020 72,17,198 2,26,53,311
Net Profit 96,71,622 1,21,00,814 39,18,411 1,61,21,052

OPERATIONS AND STATE OF COMPANYS AFFAIRS

During the Current Financial Year, the Company has achieved a turnover of Rs 8033.27 Lacs as against the Turnover of Rs. 9517.88 Lacs in the previous year. The net profit of the Company is Rs. 96.72 Lacs in the current year as against Rs. 121.00 Lacs in the Previous 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 carry any amount to any Reserve.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as required under section 92(3) of the Companies Act, 2013 in the form MGT 9 is given at Annexure ‘A and the copy of the same is available on companys website i.e. www.gicl.co the same forms part of this 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 the company.

SHARE CAPITAL

During the year under review, the Company has not increased or decreased the Authorized capital also paid-up share capital of the Company. Authorized Capital of company is Rs. 10,50,00,000/- (Rupees Ten Crore Fifty Lacs only) and the issued, subscribed and paid-up Capital of the Company as on 31st March, 2020 was Rs. 8,03,94,000/- (Eight Crore Three Lac and Ninty Four Thousand only) divided into 80,39,400 Equity Shares of Rs. 10 per share each.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under section 186 of the Companies Act, 2013, form 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 April 1, 2014, the appointment of Ms. Shubhali Khandelwal, Company Secretary (from 0.10.2019 till 29.05.2020) and Mr. Vijay Kuma Jha, Company Secretary (from 11.09.2020) as key managerial personnel of the Company were formalized. There is no re-appointment of Independent Directors during the year under review.

STOCK EXCHANGE & LISTING FEES

The Companys Equity Shares at present are listed at SME EMERGE Platform of National Stock Exchange Limited. It may be noted that there are no payments outstanding to the Stock 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 and commitments, which can affect the financial position of the company, occurred between the end 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 has passed/recommended resolution on recommendation of Audit Committee, on a remuneration mutually decided by and between auditors and Board of Directors, (subject to approval of members 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 Period of Five (5) years, to hold office from the conclusion of the forthcoming 10th Annual General Meeting till the conclusion of the 15th Annual General Meeting of the Company. The Company has already received the written consent and certificate pursuant to Section 139 and 141 of the Companies Act 2013 from M/s Gourisaria Goyal & Co., Chartered Accountants, (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 for the second term of three years, has resigned from the office of Statutory Auditor of the company w.e.f. 20th August 2020 due pre-occupancy. The detailed information/reason has been received from the Firm M/s Mansaka Ravi & Associates.

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

Details of the Resigned Statutory Auditor and proposed Statutory Auditor recommended by Board 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 been appointed in your Company for the purpose of Internal Audit by the board resolution dated 29.05.2019 for the Financial Year 2019-20. The company has already received a consent letter from the Internal Auditor for their appointment.

SECRETARIAL AUDITORS

M/s. M. Sancheti & Associates, Practicing Company Secretary, Jaipur has been appointed in your company for the purpose of conducting Secretarial Audit by the resolution dated 29.05.2019 for the year 2019-20. The, company has already received a consent letter from the Secretarial auditor for their appointment. The report of Secretarial 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 therefore, in the opinion of your Directors, do not call for further comments, which forms a part of this annual report.

COST AUDIT

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

INTERNAL CONTROL AND INTERNAL AUDIT

The Company has in place adequate systems of Internal Control to ensure compliance with policies and procedures. The Company has a system of carrying out internal audit, covering all business processes to review the internal control systems. The internal control system and mechanism is reviewed periodically by the Audit Committee to make it robust so as to meet 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 the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; therefore no disclosure required in this regard.

COMPLIANCES OF SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

DEVIATION IN UTILSATION OF FUND

The Company has utilized the funds received from IPO for objects stated in the Offer Document therefore there is no deviation in utilization of fund and as on the date of this report 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 Directors, constituted in compliance with the Companies Act, 2013, Listing Regulations. As on 31st March, 2020, The Board comprised of Six Directors viz One Managing Director, One Whole Time Directors, One Non-Executive Non- Independent Director and Three Non-executive Independent 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 Relationship Committee and Nomination and Remuneration committee in Public Companies have been considered. No director of the company was member in more than ten committees or acted as chairman of more than five committees across all listed companies in which he was director, in terms of regulation 26 of the SEBI Listing Regulations.

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

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

* Mr. Prakash Chandra Goyal appointed as Non Independent & Non-Executive Director, 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 LAST ANNUAL GENERAL MEETING HELD ON 30th SEPTEMBER, 2019:

During the Financial Year 2019-20 the Board met on ten occasion i.e. 29.05.2019, 28.06.2019, 23.07.2019, 28.08.2019, 04.09.2019, 07.10.2019, 14.11.2019, 23.11.2019, 17.02.2020 and 20.03.2020 respectively. The details of attendance of the director are as given 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 Director, w.e.f. 01.04.2019.

* Ms. Riya Uttamprakash Agarwal appointed as Independent & Non-Executive Director, w.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 the position of Independent & Non-executive Director, w.e.f. 07.10.2019

iii. EQUITY SHAREHOLDING OF THE NON-EXECUTIVE DIRECTORS IN THE COMPANY AS ON 31ST MARCH, 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 in detail, the terms of appointment, duties and responsibilities. Each newly appointed Independent Director is taken through a familiarization programme. The programmes aims to familiarize the Directors with the Company, their role and responsibilities, business model 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 adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. A structured mechanism was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS MEETING:

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

ATTENDANCE OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS MEETING HELD ON 20 TH JANUARY 2020.

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

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 Director, w.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, declarations to the effect that they meet the criteria of Independence as specified/provided in Section 149 of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations 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 line with the regulation 18 of the SEBI Listing Regulations and Section 177 of the Companies Act, 2013 besides other terms as may be referred by the Board of Directors. The said Committee reviews reports of the Statutory Auditors and Internal Auditors periodically to discuss their findings and suggestions, internal control system, scope of audit, observations of the auditors and other related matters and reviews major Accounting policies followed by the Company. The Minutes of the Audit Committee meetings are circulated 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. 18.05.2019, 27.08.2019, 09.11.2019, 10.01.2020 and 17.03.2020. The composition of the audit committee and the attendance of the Committee members are as given below. The gap between two meetings did not 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 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 of the Committee. All the recommendations of 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 the audit committee, inter alia, include the followings: Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; Approval of payment to statutory auditors for any other services rendered by the statutory 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 directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section 3 of section 134 of the 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 by management; Significant adjustments made in the financial statements arising out of audit findings; Compliance with listing and other legal requirements relating to financial statements; Disclosure of any related party transactions; and Qualifications in the draft audit report.

Reviewing, with the management, the quarterly financial statements before submission to the board for approval; Review and monitor the auditors independence and performance, and effectiveness of audit process; Approval or any subsequent modification of transactions of the Company with related 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 auditors, and adequacy of the internal control systems; Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; Discussion with internal auditors for any significant findings and follow up there on; Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board; Discussion with statutory auditors before the audit commences, about the nature and 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 the depositors, 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 the requirement of provisions of Section 177(9) of the Companies Act, 2013 read with rule 7 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 per guidelines set out in SEBI Listing Regulations read with Section 178 of the Companies Act, 2013. The said Committee has been entrusted to formulate the criteria for determining qualification, positive attributes and independence of a Director and recommend to the Board a policy relating to remuneration for the Directors, key managerial personnel and other employees, formulation of criteria for evaluation of performance of independent Directors and the Board, devising a policy on Board diversity, identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with 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. 27.05.2019, 05.08.2019, 05.10.2019, 21.11.2019 and 19.02.2020. The composition of the nomination and remuneration committee. Mr. Suneel Sayarmal Mohnot (DIN: 06796931) is the chairman 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 from the position of Independent & Non-executive Director, w.e.f. 15.05.2019.

The Nomination and Remuneration Committee shall identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance. The committee has been constituted to recommend/ review the remuneration package of Managing/ Whole Time Directors. The Nomination 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 senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every directors performance; Formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for directors, KMPs and other employees; Formulation of criteria for evaluation of performance of independent directors and the board of directors; Devising a policy on diversity of board of directors; Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors; Determine our Companys policy on specific remuneration package for the Managing Director / Executive Director including pension rights; Decide the salary, allowances, perquisites, bonuses, notice period, severance fees and increment of Executive Directors; Define and implement the Performance Linked Incentive Scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the Executive 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 Executive Directors keeping in view the performance of the Company, standards prevailing in the industry, statutory guidelines etc; and To formulate and administer the Employee Stock Option Scheme.

iv) DETAILS OF REMUNERATION TO DIRECTORS DURING THE YEAR ENDING ON 31ST MARCH, 2020:

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

Name of Director Yearly Remuneration (Rs.)
Mr. Subhash Agrawal 24,00,000/-
Mrs. Surekha Agarwal 6,00,000/-
Total 30,00,000/-

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

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The company has constituted Stakeholder Relationship Committee shall consider and resolve the grievances of the security holders of the company including complaints related to 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. 20.05.2019, 24.08.2019, 05.12.2019 and 09.03.2020. The composition of the Stakeholders Relationship Committee and the attendance of the Committee members are as given below. Mr. Suneel Sayarmal Mohnot (DIN: 06796931) is the Chairman of Stakeholders Relationship 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 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 Compliance Officer for complying with requirements of Companies Act, Securities laws, listing Agreement and SEBI (LODR) Regulations, 2015 with Stock Exchanges. During the year, the company has not received any complaints/correspondence from Shareholders regarding non receipt of Share Certificates/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
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 Accounting Standards notified pursuant to Companies (Accounting Standards) Rules, 2006 (as amended) and the relevant provision of the Companies Act, 2013 read with General Circular 8/2014 dated April 04, 2014, issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently applied have been set out in the Notes to the Financial Statements.

MEANS OF COMMUNICATION

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

(b) The results are also made available on Companys website www.gicl.co there were no presentations 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: 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, 2020 to 13th November, 2020.

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

4. Financial Year Calendar 2019–20: The Financial year of the company is for period of 12 months from 1st April to 31st March. The financial result of the company is scheduled to be published as under: Audited and un-audited Results for the second half year and the financial year ending at 31st March, 2020 will be published by the end of 31st July, 2020 (date as extended by SEBI), respectively and Financial Reporting for the half 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, Vikhroli, West Mumbai, Mumbai, MH-400083 Telephone: +91 022-4918 6270, Fax Number: 022-4098 6060, Email : rnt.helpdesk@linkintime.co.in, Web: www.sharexindia.com/www.linkintime.co.in

6. Share Transfer System.

The Companys Equity Shares in the Demat form are compulsorily traded at the Stock Exchange. Physical shares which are lodged with the Company / Share Transfer Agent for transfer are processed and returned to the shareholders within a fortnight, if the documents 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 2019-20 were as follows:

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 and types 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 – 1,000 0 0.00 0 0.00
1,001 – 5,000 0 0.00 0 0.00
5,001 – 10,000 60 52.17 360000 4.40
10,001 and 100,000 45 39.13 1296000 16.20
100,001 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, 2020, 100% of the shareholding is held in Demat mode. Under the depository system, the International Securities Identification Number (ISIN) allotted to the Companys equity share is INE947T01014. Shares held in dematerialized form in NSDL is 9,90,000 (12.31%) and Shares held in dematerialized form in CDSL is 70,49,400 (87.69%).

LIQUIDITY OF SHARES

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

- Outstanding GDR / ADR warrants or any connectible instruments, conversion date and Impact on Equity - NIL

CODE OF CONDUCT

In compliance with SEBI Regulation on prevention of Insider Trading, the Company has adopted a Code of Conduct for all Board Members and Senior Management of the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing in shares of Globe International Carriers Limited and cautions them on consequences of violations. The Code of Conduct has already been posted on the website of the Company. All Board Members and Senior Management Personnel have affirmed compliances with the Code of Conduct. A declaration signed by the Managing Director annexed.

RECONCILIATION OF SHARE CAPITAL AUDIT

As required by the Securities & Exchange Board of India (SEBI) quarterly audit of the Companys share capital is being carried out by an independent external auditor with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form, if any, with the issued and listed capital. The Auditors Certificate about the same is 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 the financial year with related parties in the ordinary course of business and on arms length price basis. During the year the Company has not entered into any contracts/ arrangements/ transactions with related parties which could be considered material in accordance 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 the Act read with rule 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, which includes Industry risks, quality risks, project risks and financial/ interest rate / liquidity risks and the structure, infrastructure, processes, awareness and risk assessment / minimization procedures. The elements of the risk, which in severe form can threaten Companys existence, have been identified by the Board of Directors to mitigate the same.

VIGIL MECHANISM:

As per provisions of Section 177(9) and Section 177(10) of the Companies Act, 2013 and Rules made thereunder, the Company has established a Vigil Mechanism for Directors and Employees to report their genuine concerns/ grievances, and said mechanism is overseen by the Audit Committee of the Company and the Company has also made provisions for direct access 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 ‘Management Discussion and ANALYSIS is part of this report.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prohibition of insider trading, as approved by the Company. The Company has also adopted the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of the Company at the time when there is unpublished 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, the applicable accounting standards had been followed; b) That the accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the 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 accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and d) That the Annual Accounts for the year ended 31st March, 2020 have been prepared on a going concern basis. e) That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CONSERVATION OF ENERGY

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

(i) the efforts made towards technology absorption: Nil

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: Nil

(iii) in case of imported technology (imported during the last three years reckoned from 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 reasons thereof: 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 there under, 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, 2013 read 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. In terms of the provisions of the first proviso to Section 136(1) of the Companies Act 2013, the Annual Report excluding the aforesaid information is being sent to the Shareholders and others entitled thereto. The said information is available for inspection by the Shareholders at the Registered Office of the Company during business hours on working days of 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, therefore Corporate 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 Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

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 statement containing performance & salient features of the financial statements of companys subsidiaries/associate/joint venture companies in the prescribed Form AOC-1 is attached as Annexure-‘C to this report.

CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provisions of Companies Act, 2013 including the Accounting Standard on Consolidated Financial Statements and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (the "Listing Regulations), the audited consolidated 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 per Section 135 of the Companies Act, 2013. Apart from the regulatory norms, company has taken various 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 employees can work together without fear of sexual harassment, exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act), your company has constituted an Internal Complaints 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 NIL complaints report.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following 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 differential rights as to dividend, voting or otherwise. 3. Issue of shares (including sweat equity shares) 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 which impact the going concern status and Company‘s operations in future.

ACKNOWLEDGEMENT

The Board placed on record its appreciation for the valuable support and cooperation of the principals, distributors, dealers, customers who have shown their interest and confidence in our products. The Board also placed on record its appreciation for valuable support and co-operation of suppliers, shareholders, banks, management team and the entire work 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