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EQUITY - MARKET SCREENER

Globe Textiles (India) Ltd
Industry :  Textiles - Products
BSE Code
ISIN Demat
Book Value()
538431
INE581X01021
3.3956309
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
GLOBE
25.29
129.98
EPS(TTM)
Face Value()
Div & Yield %
0.17
2
0
 

As on: Mar 01, 2024 10:34 AM

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 Company's 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 Company's 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 Board's 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 Company's 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 Company's 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 arm's 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 Company's 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 Company's 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 Company's 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 Company's 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)