Dear Shareholders
Your Directors are pleased to present the Twenty-Eighth Annual Report on the business
and operations of the Company together with the Audited Financial Statements for the
financial year ended March 31, 2023 ("year under review").
1. SUMMARISED FINANCIAL RESULTS
A summary of your Companys financial results for the Financial Year 2022-23 is as
under:
|
|
(Rs. in Lakhs |
| Particulars |
March 31, 2023 |
March 31, 2022 |
| Revenue from Operations (Net) |
40183.18 |
38556.23 |
| Operating Profit |
565.86 |
653.28 |
| Tax Expenses / Credit (Incl. Deferred Tax) |
115.33 |
139.73 |
| Profit after Tax |
450.53 |
513.55 |
| EPS: |
|
|
| EPS (Basic) |
0.30 |
0.50 |
| EPS (Diluted) |
0.30 |
0.50 |
The Gross Revenue from operations for FY 2022-23 was Rs. 399.42 Crore (Previous Year:
Rs. 383.42 crore). The Operating Profit stood at Rs. 5.66 crore as against Rs. 6.53 crore
in the Previous Year. The Net Profit for the year stood at Rs. 4.51 crore against a Loss
of Rs. 5.14 crore reported in the Previous Year. There are no material changes or
commitments affecting the financial position of the Company which have occurred between
the end of the financial year and the date of this Report. There were no material events
that had an impact on the affairs of your Company. There is no change in the nature of
your Companys business during the year under review.
2. CORPORATE ACTIONS & SHARE CAPITAL
The paid-up Equity Share Capital as at March 31, 2023 stood at Rs. 30.23 Crore. In the
meeting held on January 16, 2023, the board has announced the fund raising upto Rs 35.00
Crore through issue of shares on right basis. However, the Company has not filed offer
documents yet.
In the Extra-Ordinary General Meeting of the company held on March 07, 2023, the
Company has increased authorised share capital from Rs. 30.50 Crore (Rupees Thirty Crores
Fifty Lacs Only) divided into 15.25 Crore (Fifteen Crores Twenty-Five Lacs) Equity Shares
of Rs. 2/- (Rupees Two) each to Rs. 48.00 Crore (Rupees Forty-Eight Crores Only) divided
into 24.00 Crore (Twenty-Four Crores) Equity Shares of Rs. 2/- (Rupees Two) each.
3. DIVIDEND
Your Director feel that it is prudent to plough back the profits of the Company for
future growth of the Company and therefore do not recommend any dividend for the year
ended March 31, 2023.
4. RESERVES
During the year under review, the Company has not transferred any amount to reserve.
5. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company.
6. EXPANSION OF THE BUSINESS
The Board of Directors in their meeting held on January 28, 2023, entered into
Nondisclosure Agreement with promoters of M/s. Globe Denwash Private Limited with the
intention of investment/acquisition of denim washing company subject to the diligence
report and negotiations.
7. EXPORTS
The total exports of the Company amounted to Rs. 6722.90 Lakhs (Previous year Rs.
9367.73 Lakhs) representing about 16.83% of the total income.
8. 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 are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the Company and the
date or report.
9. ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013, read with the Companies
(Management and Administration) Rules, 2014, Annual Return of the Company for the
financial year 2022-23 in the prescribed Form MGT-7 is available on the website of the
Company at http://globetextiles.net/wp-content/uploads/2023/09/Annual-Return-Form-
MGT-7-FY-2022-23.pdf.
10. FIXED DEPOSIT
The Company has not accepted or renewed any amount falling within the purview of
provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the
Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the
requirement for furnishing the details of deposits which are not in compliance with
Chapter V of the Act is not applicable.
11. PARTICULARS OF LOAN, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186
During the year, the Company has not given loans and advances covered under the
provisions of Section 186 of the Companies Act, 2013. However, the company has provided
security for the borrowing of Globe Denwash Private Limited.
12. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANDANALYSIS
Separate reports on Corporate Governance compliance and Management Discussion and
Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report as
Annexure-"A" and Annexure-"B" respectively along with the
required Certificate from Practising Company Secretary regarding Compliance of the
conditions of Corporate Governance as stipulated.
In Compliance with Corporate Governance requirements as per the SEBI Listing
Regulations, your Company has formulated and implemented a Code of Business Conduct and
Ethics for all Board Members and Senior Management Personnel of the company, who have
affirmed the compliance thereto.
13. SECRETARIAL STANDARDS
The Company has followed applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to Meetings of the Board of Directors and General Meetings respectively.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr.
Nilaybhai Jagdishbhai Vora (DIN: 02158990) retires by rotation, as Director, at the
ensuing Annual General Meeting of the Company and being eligible, offers himself for
reappointment.
The Board recommends his re-appointment. Brief details of Directors proposed to be
appointed/re-appointed as required under Regulation 36 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 are provided in the Notice of Annual
General meeting.
B. PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR Regulations, the
Board has carried out an annual performance evaluation of its own performance; that of the
Directors individually; as well as the evaluation of the working of its Audit, Nomination
& Remuneration and other Committees of the Board.
At the meeting of the Board, all the relevant factors that are material for evaluating
the performance of individual Directors, the Board and its various Committees, were
discussed. A structured questionnaire, each in line with the circular issued by SEBI, for
evaluation of the Board, its various Committees and individual Directors, was prepared and
recommended to the Board by the Nomination & Remuneration Committee, for conducting
the required evaluation, after taking into consideration the inputs received from the
Directors, covering various aspects of the Boards functioning, such as adequacy of the
composition of the Board and its Committees, execution and performance of specific duties,
obligations and governance, etc. 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, excluding the Director being evaluated. Independent Directors fulfil the criteria
of independence, and they are independent of management. The performance evaluation of the
Chairman and non-independent Directors was also carried out by the Independent Directors
at their separate meeting. The Directors expressed their satisfaction with the evaluation
process.
C. MEETING OF BOARD OF DIRECTORS
During the year, 8 (Eight) Board meetings were convened and held. The details thereof
are given in the Corporate Governance Report. The intervening gap between the Meetings was
within the period prescribed under the Companies Act, 2013.
D. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
At the time of appointing a Director, a formal letter of appointment is given to the
concerned Director, which inter-alia explains the role, function, duties and
responsibilities as expected from a Director of the Company. The Director is also
explained in detail, the compliance requirements under the Act, the Listing Regulations
and various statutes. A one to one discussion with the newly appointed Director to
familiarise him / her with the Companys operations
Further, on an on-going basis as a part of Agenda of Board / Committee Meetings,
presentations are regularly made to the Independent Directors on various matters inter-
alia covering the Companys businesses and operations, industry and regulatory updates,
strategies, finance, role, rights, responsibilities of the Independent Directors under
various statutes and other relevant matters.
E. DECLARATION BY INDEPENDENT DIRECTORS
Necessary declarations have been obtained from all the Independent Directors that they
meet the criteria of independence under sub-section (6) of Section 149 of the Companies
Act, 2013 and as per Regulation 25 read with Regulation 16 of SEBI LODR Regulations. In
the opinion of the Board there has been no change in the circumstances which may affect
the status of independent directors of the Company and the Board is satisfied of the
integrity, expertise and experience (including proficiency in terms of Section 150(1) of
the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on
the Board. In terms of Section 150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014 Independent Directors of the Company have already
undertaken requisite steps towards the inclusion of their names in the databank of
Independent Directors maintained with the Indian Institute of Corporate Affairs.
15. AUDITORS AND AUDITORS REPORT
Statutory Auditors
M/s. Shah Dhandharia & Co LLP (Firm Registration No. 118707W/W100724), Chartered
Accountants, the Statutory Auditors of the Company, were appointed at the 24th
Annual General Meeting held on September 30, 2019 to hold office for a period of 5 (Five)
years i.e. from the conclusion of 24th Annual General Meeting (AGM) till the
conclusion of 29th Annual General Meeting to be held in the year 2023-24 at
such remuneration as may be mutually agreed between the Board of Directors of the Company
and the Statutory Auditors.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory. There are no qualifications or reservations or adverse remarks or
disclaimers given by Statutory Auditors of the Company and therefore do not call for any
comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed
with the financial statements in this Annual Report.
Cost Auditors
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the
Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,
2014, the cost audit is not applicable to the Company.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Listing
Regulations, M/s K. Jatin & Co., Practicing Company Secretaries was appointed as
Secretarial Auditors of the Company for the financial year 2022-23. The Secretarial Audit
Report submitted by M/s K. Jatin & Co. for the Financial Year 2022-23 is annexed
herewith and marked as Annexure-"C" to this report. Further, there has
been no qualification, reservation, adverse remarks or disclaimer made by the Secretarial
Auditors in their report for the financial year ended March 31, 2023. During the year
under review, the Auditors had not reported any matter under Section 143(12) of the Act.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company in the normal course of its business enters in to related party
transactions with companies engaged in similar or ancillary business. The Audit Committee
approves all the Related Party Transactions in compliance with the provisions of the Act,
and Listing Regulations Omnibus approval is obtained on a yearly basis for transactions
which are repetitive in nature. Transactions entered into pursuant to omnibus approval are
placed before the Audit Committee and the Board for review and approval/noting on a
quarterly basis. All related party transactions entered during the financial year were in
ordinary course of the business and on arms length basis. Details of material related
party transaction entered during the financial year by the Company is annexed in Form
AOC-2 as Annexure- "D".
17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The information on conservation of energy, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with
the Companies (Accounts) Rules, 2014 has been annexed as Annexure - "E".
18. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under Section 197 of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
is provided in the Report and marked as Annexure-"F". No employee of the
Company was in receipt of the remuneration exceeding the limits prescribed in the rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
19. INVESTOR EDUCATIONANDPROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the year to transfer any
sums or shares to the Investor Education and Protection Fund.
20. DISCLOSURES Meetings of the Board
Eight (8) Meetings of the Board of Directors were held during the year. The particulars
of the meetings held and attended by each Director are detailed in the Corporate
Governance Report.
Committees of the Board
Details of various committees constituted by the Board of Directors as per the
provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the
Corporate Governance Report which forms part of this Annual Report.
Audit Committee
The Audit Committee comprises Mr. Yogesh Kanhiyalal Vaidya (Chairman), Mr. Bhavik
Suryakant Parikh and Mr. Rajatkumar Dineshbhai Patel. During the year, all the
recommendations made by the Audit Committee were accepted by the Board.
Corporate Social Responsibility (CSR)
In Accordance with section 135 of the Act and Rules framed thereunder, the Company has
constituted a Corporate Social Responsibility ("CSR") Committee of Directors.
The details of composition of CSR Committee are given in the Corporate Governance Report.
The policy can be accessed at
http://globetextiles.net/wp-content/uploads/2021/06/Corporate-
Social-Responsibility-Policy.pdf. The details of CSR policy and CSR spending by the
Company have been provided as Annexure-"G" to this report, as required
under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Internal Financial Controls
Your Company has an effective internal control and risk-mitigation system, which is
constantly assessed and strengthened with new/revised standard operating procedures. The
Companys internal control system is commensurate with its size, scale and complexities of
operations. To enhance the internal control procedures, the Company has appointed Shailesh
& Co. as its internal auditor.
It also ensures that they are recorded in all material respect to permit preparation of
financial statements in conformity with established accounting principles along with the
assets of the Company being adequately safeguarded against significant loss or misuse. An
independent Internal Audit function is an important element of Companys Internal Control
System. This is supplemented through an extensive internal audit program and periodic
review by the management and the Audit Committee of Board.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under which the employees
are free to report violations of applicable laws and regulations and the Code of Conduct.
The reportable matters may be reported to the Vigilance & Ethics Officer which
operates under the supervision of the Audit Committee, as protected disclosures through an
e-mail, or dedicated telephone line or a written letter. Employees may also report
directly to the Chairman of the Audit Committee. The said Policy is available on the
website of the Company At
http://globetextiles.net/wp-content/uploads/2021/05/Vigil-Mechanism.pdf.
Policy on Directors Appointment and Remuneration
The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and
other employees sets out the guiding principles for the Nomination and Remuneration
Committee for recommending to the Board the remuneration of the Directors, Key Managerial
Personnel and other employees of the Company. The policy is available on the Companys
website at
http://globetextiles.net/wp-content/uploads/2021/06/Nomination-and-Remuneration-
Policy.pdf.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk Management which aims at
enhancing shareholders value and providing an optimum risk-reward trade off. The risk
management approach is based on a clear understanding of the variety of risks that the
organisation faces, disciplined risk monitoring and measurement and continuous risk
assessment and mitigation measures.
Prevention of Sexual Harassment of Women at Workplace
During the year under review, the Company has not received any complaint under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with the provisions relating to the constitution of an Internal
Complaint Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
The policy of the "Prevention of Sexual Harassment of Women at Workplace" of
the Company is available on the website of the Company at http://globetextiles.net/wp-
content/uploads/2021/06/Sexual-Harassment-Policy.pdf
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code.
21. ENVIRONMENT, HEALTH AND SAFETY
The Company is conscious of the importance of environmentally clean and safe
operations. The Company conduct business operations in such a manner so as to ensure
safety of all concerned, compliances of environmental regulations and preservation of
natural resources.
22. DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act,
2013, to the best of their knowledge and ability state that
(a) In the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
(b) The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at March 31, 2023 and of the profit and
loss of the Company for that period under review;
(c) The directors have taken proper and sufficient care 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;
(d) The directors have prepared the annual accounts on a going concern basis;
(e) 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) The directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
23. OTHER REPORTINGS
Your directors state that no disclosure or reporting is required in respect to the
following items, as there were no transactions pertaining to these items during the year
under review:
a. There was no revision in the financial statements.
b. The Company has not issued any sweat equity shares.
c. The Company has not issued any shares with differential voting rights.
d. There has been no change in nature of business.
e. The Company has not made any application during the year under Insolvency and
Bankruptcy Code, 2016 and there is no proceeding pending under the said Code as at the end
of the financial year.
f. During the year, the Company has not undergone any one-time settlement and therefore
the disclosure in this regard is not applicable.
g. The Company is not having any Employee Stock Option Scheme under Section 62(1) of
the Companies Act, 2013.
24. LISTING
The shares of your Company are listed at National Stock Exchange of India Limited. The
listing fees to the Stock Exchange for the year 2023-24 have been paid.
25. CODE ON SOCIAL SECURITY
The Indian Parliament has approved the Code on Social Security, 2020 which would impact
the contributions by the company towards Provident Fund and Gratuity. The Ministry of
Labour and Employment had released draft rules for the Code on Social Security, 2020 on
November 13, 2020, and invited suggestions from stakeholders which are under consideration
by the Ministry. The Company will assess the impact and its evaluation once the subject
rules are notified.
26. ACKNOWLEDGEMENTS
Your Directors wish to thank its customers, Business Associates, Members, Bankers,
Government Bodies & Regulators for their continued support and faith reposed in the
company. Your Directors also wish to place on record appreciation for the contribution
made by Employees for their commitment and dedication towards the Company.
| Registered Office: |
By Order of the Board of Directors |
| Plot No. 38 to 41, Ahmedabad Apparel Park, |
For, GLOBE TEXTILES (INDIA) LIMITED |
| GIDC Khokhra, Ahmedabad, |
|
| Gujarat - 380 008 |
|
| Date: 12/08/2023 |
Bhavik Suryakant Parikh |
| Place: Ahmedabad |
Chairman & Managing Director |
|
(DIN:00038223) |
+91-9892691696
