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Globe Textiles India Ltd.

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Series: EQ | ISIN: INE581X01021 | SECTOR: Textiles - General

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Annual Report

For Year :
2018

Director’s Report

To,

THE MEMBERS,

The Directors have the pleasure of presenting their 23rd Annual Report on the business and operations of the Company and the accounts for the financial year ended March 31, 2018.

FINANCIAL RESULTS:

The financial performance of the Company for the year ended 31st March, 2018 is summarized below:

(Amount In Rs.)

Financial Particular

Year ending on 31st March, 2018

Year ending on 31st March, 2017

Total Income (Net)

2,45,58,66,014

1,91,93,73,538

Total Expenditure (Excluding Depreciation)

2,39,47,37,256

1,86,17,53,071

Net Profit/(Loss) before Depreciation & Tax

6,11,28,759

5,76,20,521

Less:

Depreciation

1,04,77,301

80,93,425

Provision For Taxation

0

0

Extra Ordinary Items

0

0

Tax Expense:

1,76,16,490

1,56,47,044

Adjustment of earlier years

0

0

Profit/(Loss) After Tax

3,30,34,967

3,38,80,052

PERFORMANCE REVIEW:

Your directors are pleased to report that for the year under review, your Company has been able to achieve a net turnover of Rs. 242.72 Crore in the year 2017-18 as compared to Rs.190.42 Crore in the previous year.

TRANSFER TO RESERVES:

During the year under review, the Company has not transferred any amount to reserves.

DIVIDEND:

No dividend is being recommended by the Directors for the year ending on 31st March, 2018 as the Board of Directors wants to plough back the profit in the business.

PUBLIC DEPOSITS:

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.

CHANGE IN THE NA TURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Subsidiary, Joint venture or Associate Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STA TEMENTS RELA TE AND THE DA TE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements.

During the year, such Controls were tested and no reportable material weakness was observed.

DISCLOSURE OF ORDERS PASSED BYREGULA TORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company’s operations in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013 during the financial period under review.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business.

Particulars of contract or arrangements with related parties is annexed herewith in Form AOC-2 as “Annexure - A”.

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the company has received remuneration above the limits specified in the Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2016-17.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as “Annexure-B”.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. CONSUMPTION OF ENERGY & TECHNOLOGY ABSORPTION:

The details as required under Section 134 (3) (m) of the Companies Act, 2013, in respect of Conservation of Energy, Technology Absorption are provided in “Annexure - C” of this report.

B FOREIGN EXCHANGE EARNING & OUTGO:

Foreign Exchange Earning: Rs. 1,09,00,23,330 Foreign Exchange Outgo : Rs. 5,56,64,366 MA TTERS RELA TED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

i. Composition of Board

Name of Directors

Designation

Category

No. of Board Meeting held during the year

No. of Board Meeting attended during the year

Mr. Bhavik Suryakant Parikh

Chairman & Managing Director

Promoter Executive

16

13

Mr. Nilaybhai Jagdishbhai Vora

Whole Time Director

Executive

16

12

Mrs. Purvi Bhavin Parikh

Director

Non- Executive

16

16

Mr Yogesh Kanhiyalal Vaidya

Director

Non-Executive Independent

16

16

Mr. Bharatbhai Samjibhai Patel

Director

Non-Executive Independent

16

08

Mr. Monish Harbans Bhalla

Director

Non-Executive Independent

16

10

ii. Appointment:

During the year under consideration no appointments were made.

iii. Change in Designation:

During the year change in designation of the following persons were made:

(1) Mr. Monish Bhalla (DIN: 00221254) has been appointed as Director (Independent) from Additional Director (Independent) of the Company w.e.f. 30th September, 2017.

(2) Mr. Bharat Patel (DIN: 00243783) has been appointed as Director (Independent) from Additional Director (Independent) of the Company w.e.f. 30th September, 2017.

iv. Retirement by rotation and subsequent re-appointment:

Mrs. Purvi Bhavin Parikh (DIN: 07732523) is liable to retire by rotation at the ensuing AGM pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association of Company and being eligible have offered himself for reappointment. Appropriate resolutions for the re-appointment are being placed for your approval at the ensuing AGM.

The brief resume of the Directors and other related information has been detailed in the Notice convening the 23rd AGM of your Company.

v. Declaration of Independence:

Mr. Yogesh Kanhiyalal Vaidya (DIN: 00468732) is the existing Independent Directors the Company and the Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

Mr. Bharatbhai Samjibhai Patel (DIN: 00243783) is the Independent Directors the Company and the Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

Mr. Monish Harbans Bhalla (DIN: 00221254) is the independent Directors the Company and the Company has received declarations from the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

vi. Evaluation of Board’s Performance:

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out.

vii. Number of Board Meetings conducted during the year under review:

The Company had 15 Board meetings on 01/04/2017, 13/04/2017, 28/04/2017, 12/05/2017, 22/05/2017, 26/05/2017, 01/06/2017, 05/06/2017, 21/06/2017, 14/08/2017, 02/09/2017, 07/09/2017, 14/11/2017, 08/12/2017 and 23/02/2018 during the financial year under review.

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is furnished in “Annexure D” and is attached to this Report.

DIRECTOR’S RESPONSIBILITY STA TEMENT:

In accordance with the provisions of Section 134 (5) of the Companies Act, 2013, the Board hereby submits its responsibility Statement:—

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The directors had 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 or loss of the Company for the year under review.

iii. The directors had 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.

iv. The directors had prepared the annual accounts on a going concern basis.

v. 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.

vi. 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.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

[A] AUDIT COMMITTEE:

Your Company has constituted an Audit Committee (“Audit Committee”), vide Board Resolution dated May 26, 2017, as per the applicable provisions of the Section 177 of the Companies Act, 2013 The constituted Audit Committee comprises following members:

Name of Director

Nature of Directorship

Status in Committee

No. of meetings held

No. of meetings attended

Mr. Monish Harbansh Bhalla

Non Executive-Independent Director

Chairman

04

04

Mr. Yogesh Kanhiyalal Vaidya

Independent Non Executive Director

Member

04

04

Mr. Bhavik Suryakant Parikh

Managing Director

Member

04

04

The audit committee had 04 meetings - 21/06/2017, 14/08/2017, 07/09/2017 & 14/11/2017 during the financial year under review.

The Audit Committee acts in accordance with the terms of reference specified by the Board of Directors of the Company. Further during the period under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

[B] NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed the Nomination and Remuneration Committee in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. The Nomination and Remuneration Committee comprise the following:

Name of Director

Nature of Directorship

Status in Committee

No. of meetings held

No. of meetings attended

Mr. Bharatbhai Samjibhai Patel

Non Executive-Independent Director

Member

02

01

Mr. Yogesh Kanhiyalal Vaidya

Non Executive-Independent Director

Chairman

02

02

Mr. Monish Harbanshlal Bhalla

Non Executive-Independent Director

Member

02

02

The nomination and remuneration committee had 02 meetings on 07/09/2017 and 23/02/2018 during the financial year under review.

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. . The said policy is available on the website of the Company (www.globetextiles.net).

[C] STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder’s Relationship Committee comprises of the following members:

Name of Director

Nature of Directorship

Status in Committee

No. of meetings held

No. of meetings attended

Mr. Bharatbhai Samjibhai Patel

Non Executive-Independent Director

Member

0

0

Mr. Yogesh Kanhiyalal Vaidya

Non Executive-Independent Director

Chairman

0

0

Mr. Nilaybhai JagdishbhaiVora

Whole Time Director

Member

0

0

There were no meetings of Stakeholders Relationship Committee during the financial year under review. Details of Investor’s grievances/ Complaints:

All investor complaints received during the year were resolved. The pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2018 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March 2018. Compliance Officer:

The Compliance officer of the Company is Mr. Yash Manoj Shah.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has established vigil mechanism/Whistle Blower Policy for Directors and employees of the Company to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct and ethics Policy. The said mechanism also provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Board of Directors of the Company frequently reviews the vigil mechanism/whistle blower policy in order to ensure adequate safeguards to employees and Directors against victimization.

AUDITORS:

A. Statutory Auditors:

M/s. Dharmesh Parikh & Co., Chartered Accountants, the Statutory Auditors of the Company, were reappointed at the 19th Annual General Meeting held on 30th September 2014 to hold office from the conclusion of Nineteenth (19th) Annual General Meeting (AGM) till the conclusion of (24th) Annual General Meeting to be held in the year 2019 (subject to ratification of their appointment at every AGM).

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

There are no qualifications, reservations or adverse remarks made by M/s. Dharmesh Parikh & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report. The observations made by the Statutory Auditors in their report for the financial period ended 31st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

B. 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

C. Secretarial Auditors:

The Company has appointed the M/s Vishwas Sharma & Associates, Company Secretaries, Ahmedabad as Secretarial Auditor to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Vishwas Sharma & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as “Annexure-E”.

There are no qualifications, reservations or adverse remarks made by M/s. Vishwas Sharma & Associates, Company Secretaries, Secretarial Auditor of the Company, in their report.

D. Internal Auditors:

The Company has appointed the M/s Shah Dhandharia & Co., Chartered Accountants, Ahmedabad as Internal Auditor pursuant to the provision of section 138 of Companies Act, 2013 read with rule 13 of The Companies (Accounts) Rule, 2014 and other applicable provisions (including any modification or enactment thereof), if any, of the Companies Act, w.e.f. 26th May, 2018 for the financial year 2017-18 & 2018-19.

CORPORATE GOVERNANCE:

Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. Pursuant to regulation 15(2) of the SEBI (LODR) Regulations 2015, the compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses (b) to (i) of Regulation 46 (2) and para C, D and E of schedule V shall not apply to the listed entity which has listed its specified securities on the SME Exchange.

MANA GEMENT DISCUSSION AND ANAL YSIS:

The Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of the Listing Regulations is given as an “Annexure - F” to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company’s existence are very minimal.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

LISTING:

As on the date of this report, the shares of the Company are listed on SME platform of NSE (NSE EMERGE) and the Company has paid the annual listing fees for the year 2018-19.

ACKNOWLEDGEMENTS:

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.

Regd. Office By order of Board of Directors

Plot No. 38 to 41, Ahmedabad Apparel Park,

GIDC Khokhra, Ahmedabad - 380008 Gujarat Bhavik S. Parikh

Chairman & Managing Director

(DIN:00038223)

Date: 01/08/2018

Place: Ahmedabad

Director’s Report