Globe International Carriers Ltd Directors Report.

To,

Dear Shareholders,

The Directors of Globe International Carriers Limited have the pleasure of presenting their 12th Annual Report on the business and operations of the Company together with Standalone and Consolidated Audited Financial Statements and Auditor Report of your Company for the year ended 31st March, 2022.

1. FINANCIAL RESULTS

The audited financial results of the Company for the year ended March 31st, 2022 are summarized below:

(Rs. in Lacs)

Standalone Consolidated
Particulars 2021-22 2020-21 2021-22 2020-21
Revenue from Operations 10,770.41 8,004.47 10,773.43 8,017.48
Add: Other Income 1.43 2.61 3.03 3.67
Total Revenue 10,771.84 8,007.08 10,776.46 8,021.15
Profit before finance costs, tax, depreciation and amortisation, exceptional items 400.39 330.53 400.56 331.14
Less: Finance Cost 173.06 179.19 173.09 179.25
Less: Depreciation and Amortisation 26.46 26.63 26.75 27.47
Profit before Tax 200.87 122.29 200.72 122.01
Provision for Tax 56.95 32.17 56.96 32.06
Profit / (loss) for the period 143.93 90.12 143.77 89.94
Earnings per Share 1.43 0.90 1.43 0.90

2. REVIEW OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS

The Annual Report includes standalone and consolidated Financial Statement of the company, which includes the result of its wholly owned subsidiary i.e. Intraglobe Transport Solutions Private Limited. Both Holding and Subsidiary Company operates in single segment business i.e. Logistics Sector.

• Standalone Financial State:

During the Current Financial Year, the Company has achieved a turnover of Rs. 10,770.41 lacs as against the turnover of Rs. 8,004.47 lacs in the previous year. The net profit of the Company is Rs. 143.93 lacs in the current year as against Rs. 90.12 lacs in the previous year.

• Consolidated Financial State:

During the Current Financial Year, the Company has achieved a consolidated turnover of Rs. 10,773.43 lacs as against the turnover of Rs. 8,017.48 lacs in the previous year. The net profit of the Company is Rs. 143.77 lacs in the current year as against Rs. 89.94 lacs in the previous year.

3. DIVIDEND

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

4. TRANSFER TO RESERVES & SURPLUS

During the year under review, the board proposes to transfer balance of profit to the Reserve and Surplus.

5. IMPACT OF GLOBAL CRISIS: COVID-19

The company has assessed the impact of this pandemic on its business operations and has considered all relevant internal and external information available up to the date of approval of these financial results, in the determination of the recoverability and carrying values of financial assets and non-financial assets.

The impact of the current surge in the Covid-19 pandemic on the overall economic environment has receded to a great extent. Your company is conscious of the significant disruption and impact COVID-19 can have on our employees, clients, partners, investors and the communities in which we operate. We are working hard to contain and mitigate its impact. The Company continues its business activities, in line with the guidelines issued by the Government authorities, take steps to strengthen its liquidity position and further explore cost restructuring exercise. The Company does not foresee any challenges in its ability to continue as going concern or meeting its financial obligations.

6. SHARE CAPITAL

The authorized and paid-up equity share capital as of March 31, 2022, stood at Rs. 10,50,00,000 (Rupees ten crores fifty lacs) and 10,04,92,500 (Rupees ten crores four lacs ninety two thousand five hundred) respectively.

During the year under review, the Company has not issued shares, convertible securities, shares with differential voting rights nor has granted any stock options or sweat equity or warrants. As of March 31, 2022, none of the directors of the Company hold instruments convertible into Equity Shares of the Company.

7. DECLARATION OF INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company and they have confirmed that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 read with Schedules and the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board of Directors has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking a due assessment of the veracity of the same.

8. FINANCE& ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2022, have been prepared in accordance with the Accounting Standards (AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2022. The notes to the Financial Statements adequately cover Audited Statements and form an integral part of this report.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to the provisions of Section 186(4) of the Act and SEBI (LODR) 2015, disclosures on particulars relating to loans, advances and investments are provided as part of the Financial Statements provided in this Annual Report.

10. BOARD OF DIRECTORS & KMPs

Following are the Directors & KMPs of your company. Pursuant to the provisions of section 2 (51), 149, 184 and 203 of the Companies Act, 2013 and under Listing Regulations;

S. No. Name of Directors Designation DIN
1. Riya UttamPrakash Agarwal Independent, Non-executive Director 05279280
2. Suneel Sayarmal Mohnot Independent, Non-executive Director 06796931
3. Anil Kumar Garg Independent, Non-executive Director 03631635
4. Shubham Agrawal Non Independent, Non-executive Director 06909889
5. Mr. Subhash Agrawal Managing Director 00345009
6. Mrs. Surekha Agarwal Whole-Time Director 00345237
7. Mrs. Saloni Agrawal Chief Financial Officer AUMPA6893M
8. Mr. Vijay Kumar Jha# Company Secretary & Compliance Officer ARHPJ2292F
9. Mr. Virendra Kumar Saini* Company Secretary & Compliance Officer CGRPS6599H

In accordance with the provisions of section 149, 152, and other applicable provisions of the Companies Act, 2013, one-third of such Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Mr. Shubham Agrawal (DIN: -06909889) Director will retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for re-appointment.

The Board recommends their re-appointment for the consideration of Members of the Company at the ensuing Annual General Meeting.

In terms of requirements of the Listing Regulations, the board has identified core skills, expertise and competencies of the Directors in the context of the Companys businesses for effective functioning, which are detailed in the Corporate Governance Report.

Pursuant to the provision of Section 203 of the Act, which came into effect from April 1, 2014;

#Mr. Vijay Kumar Jha (Company Secretary) has resigned from the post of Company Secretary & Compliance Officer of the company as on 22.12.2021 and:

*Mr. Virendra Kumar Saini has appointed as Company Secretary & Compliance Officer of the Company as on 22.06.2022.

11. POLICY ON NOMINATION & REMUNERATION

Pursuant to Section 134(3)(c) and Section 178(3) of the Companies Act, 2013, the policy on the appointment of Board members including criteria for determining qualifications, positive attributes, independence of a director and the policy on remuneration of directors, KMP and other employees is available on the website of the Company at www.gicl.co.

12. NUMBER OF THE MEETING OF THE BOARD

The details of the Number of Meetings of the Board held during the financial year 2021-22 form part of the Corporate Governance.

13. COMMITTEES OF THE BOARD

The Board of Directors has the following committees:

1. Audit Committee

2. Stakeholder Relationship Committee

3. Nomination and Remuneration/ Compensation Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

14. DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that 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 the financial year and of the profit and loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts for the financial year ended March 31, 2022 on a going concern basis;

(e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively, and;

(f) they have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15. ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

16. INVESTOR EDUCATION AND PROTECTION FUND

There were no amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year.

17. 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 Stock Exchange by way of listing fees, etc.

18. AUDITOR

(a) STATUTORY AUDITORS & THEIR REPORT

M/s Gourisaria Goyal & Co., Chartered Accountants (FRN 016681C) were appointed as Statutory Auditors of the Company for five consecutive years on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.

(b) SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and rules made there under, the Company had appointed M/s M. Sancheti & Associates, Practicing Company Secretary, Jaipur as the Secretarial Auditor of the company to conduct the Secretarial Audit for the financial year 2021-22 of the company. 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 - 6.

The Secretarial Audit Report for the financial year ended 31st March, 2022 contains certain qualifications and clarification by the Board as follows-

Observation (1) - Pursuant to section 203 of the Act every listed Company shall appoint a Company Secretary as KMP, however at the closure of financial year Company Secretary was not appointed since casual vacancy arise from 22nd December, 2021; & In terms of Regulation 6(1) A Company shall appoint a qualified company secretary as the compliance officer however since casual vacancy in office of compliance officer, company is yet not appoint a company secretary and designated its Managing Director as compliance officer of the Company;

Clarification - Company has employed a full time Company Secretary namely Mr. Vijay Kumar Jha, in terms of Section 203 of the Companies Act, 2013 and he was also designated as Compliance Officer in terms of Regulation 6(1) SEBI (LODR) Regulations, 2015 however he has resigned from both the posts w.e.f. 22nd December, 2021 and since that day Company started search of suitable candidate for the post and on 22nd June, 2022 Company has appointed Mr. Virendra Kumar Saini, Company Secretary as KMP and Compliance officer of the Company.

Observation (2) - Company needs to maintain structured digital database to handle unpublished price sensitive information in terms of regulation 3 (5) of the Regulations, however Company is not properly maintain the same;

Clarification - Company has opted for a software in this regard and in process of maintaining all price sensitive events in that software as per the requirement of maintaining of structured digital database to handle unpublished price sensitive information in terms of regulation 3 (5) of the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Observation (3) - Minimum Standards for Code of Conduct for Listed Companies to Regulate, Monitor and Report Trading by Designated Persons prescribed in Schedule B of the Regulations requires that Trading restriction period is to be made applicable from the end of every half year till 48 hours after the declaration of financial results, However Company has not intimated to stock exchange regarding Trading restriction period for half year ended on 31st March, 2022;

Clarification - Company has initiated a trading window restriction for the aforementioned period in terms of Schedule B and Companys internal Code of Conduct made under the SEBI (Prohibition of Insider Trading) Regulations, 2015, however intimation to stock exchange has been skipped inadvertently and Company has took a note of said non-compliance and secretarial department been told to take care of such in future.

(c) COST AUDITOR

As per the requirement of the Central Government and pursuant to section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company.

(d) INTERNAL AUDITOR

Pursuant to section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 Company has appointed Mr. Jaswant Kumar Verma, the Manager (Banking & Operation) of the Company, has been appointed in your Company for the purpose of Internal Audit for the Financial Year 2021-22. The company has already received a consent letter from the Internal Auditor for their appointment.

19. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has in place adequate internal financial control systems, commensurate with the size, scale, and complexity of its operations. The Company has appropriate policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information. During the year under review, the Company has not come across any incidence of fraud. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, the respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions if any thereon are presented to the Audit Committee of the Board.

20. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed thereunder.

21. SECRETARIAL STANDARDS

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

22. RELATED PARTY TRANSACTION

None of the transactions with the related parties falls under the scope of Section 188(1) of the Act. All contracts/arrangements/transactions entered by the Company during the financial year with the 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-3" in AOC-2 format as prescribed.

The policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company viz. www.gicl.co

23. SUBSIDIARY COMPANIES

During the year under review, the company has one subsidiary company:

INTRAGLOBE TRANSPORT SOLUTION PRIVATE LIMITED (wholly owned subsidiary)

In terms of the provision 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 - 4" to this report.

24. CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the applicable provision of the Companies Act, 2013 including the Accounting Standard on Consolidated Financial Statements and the SEBI (Listing obligation and Disclosure Requirements) Regulation 2015 (the "Listing Regulations"), the audited consolidated financial statement is provided in this Annual Report.

25. REPORT ON CORPORATE SOCIAL REPONSIBILITY

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.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per requirements of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure) Regulations 2015, the Managements Discussion and Analysis of the financial condition and results of operations have been provided separately in this Annual Report. (Annexure - 1)

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information under section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 for the year ended March 31, 2022, has been appended in this Report. (Annexure-2).

28. 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.

29. RISK MANAGEMENT

Business risk evaluation and management is an ongoing process within the Company. The Assessment is periodically examined by the Board. The management of the Company has identified some of the major areas of concern having inherent risk, viz. Financial, Commodity Price, Regulatory, Human Resource, Interest rate Risks. The processes relating to minimizing the above risks have already been put in place at different levels of management. The management of the Company reviews the risk management processes and implementation of risk mitigation plans. The processes are continuously improved.

30. PARTICULAR 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 is provided in Annexure - 5. Also it 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 including 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.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

During the period under review, there is an order of NCLT for withdrawal of Insolvency Application disputed between the Tube Investment of India Limited (Operational Creditor) and Globe International Carriers Limited (Corporate Debtor). The Corporate Debtor has paid a lump-sum of Rs. 17,95,581/- to Operational Debtor. Hence, an application for withdrawal of Insolvency Application is dismissed on dated 30.03.2022.

32. PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing Regulations and in terms of the framework of the Board Performance Evaluation, the Nomination and Remuneration Committee and the Board have carried out an annual performance evaluation of its own performance, the performance of various committees of the Board, individual Directors and the Chairman. The manner in which the evaluation has been carried out has been set out in the Corporate Governance Report which forms an integral part of this Report.

33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 Compliance 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.

34. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

35. STATEMENT OF DEVIATION OR VARIATION

Pursuant to Regulation 32(1) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, there is no deviation or variation in the use of proceeds.

36. CORPORATE GOVERNANCE

As the Equity shares of the company are listed on Emerge SME Platform of NSE, therefore Corporate Governance provision as specified in Regulation 17 to 27 and Clause (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 Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

37. AUDIT COMMITTEE

The Company has constituted an Audit Committee in terms of the requirements of the Act and Regulation 18 of the Listing Regulations. The details of the same are disclosed in the Corporate Governance Report.

38. VIGIL MECHANISM/WHISTLE BLOWER POLICY

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.

This Policy is available on the Companys website at www.gicl.co.

39. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires the conduct of operations in such a manner to ensure the safety of all concerned, compliances of environmental regulations and preservation of natural resources.

40. BUSINESS RESPONSIBILITY REPORTING

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2021-22.

41. ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Act read with Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 has been placed on the Companys website www.gicl.co.

42. CAUTIONARY STATEMENT

Statements in the annual return particularly those which relate to Management Discussion & Analysis Report may constitute forward-looking statements within the meaning of applicable laws and regulations. Although the expectations are based on reasonable assumptions, the actual result might differ.

43. OTHER DISCLOSURES

• There was no revision of financial statements and Boards Report of the Company during the year under review;

• There has been no change in the nature of business of the Company as on the date of this report;

• During the period under review, withdrawal of Insolvency Application made by the Tube Investment of India Limited (Operational Creditor) and Globe International Carriers Limited (Corporate Debtor). The Corporate Debtor has paid a lump-sum of Rs. 17,95,581/- to Operational Debtor. Hence, an application for withdrawal of Insolvency Application is dismissed on dated 30.03.2022;

• The requirement to disclose the details of difference between amount of valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

44. APPRECIATION AND 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 cooperation of suppliers, shareholders, banks, management team and the entire work force for their commitment and look forward to their continued support in future.