Globe International Carriers Ltd Directors Report.

Dear Shareholders,

The Directors of your Company with immense pleasure, presenting the 9th Annual Report together with Standalone and Consolidated Audited Statements of Accounts and the Auditors of your Company for the Financial Year ended on 31st March, 2019. The summarized financial performance 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 95,17,88,608 1,05,19,59,815 1,16,42,43,935 1,15,03,17,133
Other Income 10,16,009 19,68,633 11,26,263 20,66,481
Total Expenditure 93,57,78,098 1,03,58,29,563 1,14,28,82,388 1,13,23,37,770
Interest 2,11,09,513 1,91,44,766 2,11,23,683 1,91,64,774
Depreciation 21,90,874 32,00,161 22,95,056 32,36,108
Profit before taxation 1,71,94,570 1,80,81,098 2,26,53,310 2,00,28,058
Net Profit 1,21,00,814 1,17,94,570 1,61,21,051 1,33,92,783

PERFORMANCE OF THE COMPANY

During the Current Financial Year, the Company has achieved a turnover of Rs 9517.88 Lacs as against the Turnover of Rs. 10519.59 Lacs in the previous year. The net profit of the Company is Rs. 121.00 Lacs in the current year as against Rs. 117.94 Lacs in the Previous 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 Authorized capital also paid-up share capital of the Company. Authorized Capital of company is 10,50,00,000 and the issued, subscribed and paid-up Capital of the Company as on 31stMarch, 2019 was Rs. 8,03,94,000/- divided into 80,39,400 Equity Shares of Rs. 10 per share 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 April 1, 2014, the appointment of Ms. Saloni Agrawal, Chief Financial Officer, Ms. Surbhi Srivastava, 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 (Cost Records and Audit) Rules, 2014 and Rule 14 of the Companies (Audit and Auditor) Rules, 2014 are not applicable to the Company.

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.

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 the company. STOCK EXCHANGE & LISTING FEES

The Company’s Equity Shares at present are listed at SME EMERGE Platform of National Stock Exchange Ltd. It may be noted that there are no payments outstanding to the Stock 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 a term five years i.e. till the conclusion of 9th Annual General Meeting. In terms of Section 139 a firm of chartered Accountants cannot be appointed for more than 2 terms of 5 consecutive terms of five years subject to the manner of rotation provided in illustration of rule 6 (Manner of Rotation of Auditors by the Companies on Expiry of Their Term) of The Companies (Audit and Auditors) Rules, 2014 it is proposed on recommendation of Audit Committee to appoint M/s Mansaka Ravi 85 Associates, Firm Registration Number: 015023C, Chartered Accountants for a further period of Three years subject to the approval of the Members in view of its total audit period of seven years till now, on a remuneration mutually decided by and between auditors and Board of Directors. They have confirmed that they 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 the Financial Year ended March 31, 2019 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.

INTERNAL AUDITORS

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

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

SECRETARIAL AUDITORS

M/s. M. Sancheti8& Associates, Practicing Company Secretary, Jaipur has been appointed in your company for the purpose of conducting Secretarial Audit by the resolution dated 28.05.2018for the year 2018-19. 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’E’.

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.

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.

CODE OF CONDUCT

Pursuant to regulation 26(3) of the Listing Regulations, all board members and senior management personnel have affirmed compliance with the ‘company’s code of conduct for directors and senior management’ on an annual basis.

BOARD EVALUATION

Kindly refer the point mentioned in the report of corporate governance, which forms an integral part of this annual report.

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.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is given at Annexure ‘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 the financial year with related parties in the ordinary course of business and on arm’s 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 ‘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, 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 Company’s existence, have been identified by the Board of Directors to mitigate the same.

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.

MEETINGS

During the Financial Year 2018-19Seven Board Meetings were convened and held on 28.05.2018, 21.07.2018, 17.08.2018, 13.11.2018, 10.12.2018, 12.03.2019 and 30.03.2019 respectively. Rest of the details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period stipulated under the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm that:

a) That in the preparation of the Annual Accounts for the year ended 31st March, 2019, 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, 2019 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, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGEEARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013read with Rule 8 Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities 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 its objective of serving society through industry. The corporate governance report along with a certificate of the auditors of the company regarding compliance of the conditions of corporate 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, which converted into Wholly Owned Subsidiary on 12.12.2018 in term of the provisions of the Companies Act, 2013:

1. Intraglobe Transport Solutions Private Limited

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 company’s subsidiaries/associate/joint venture companies in the prescribed Form AOC-1 is attached as ‘Annexure-D’ 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 CSR 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.

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.

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
(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