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DIRECTOR'S REPORT

Globe Multi Ventures Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 18.13 Cr. P/BV 0.06 Book Value (₹) 480.62
52 Week High/Low (₹) 44/20 FV/ML 10/1 P/E(X) 5.94
Bookclosure 26/09/2024 EPS (₹) 5.09 Div Yield (%) 0.00
Year End :2024-03 

Your Directors are pleased to present the 39th Annual Report on the business and operations of the
Company, together with the Audited Financial Statements for the financial year ended 31st March,
2024.

1. FINANCIAL RESULTS

The Company’s financial results for the financial year ended on the 31st March, 2024 are as
under:

Particulars

For The Year Ended

31st March 2024
(Rs.in Lakhs)

31st March 2023
(Rs. in Lakhs)

Total Revenue

16,240.76

13,975.96

Total Expenses

15,822.38

13,650.22

Profit Before Tax & Extraordinary Item

418.38

325.73

Less: (a) Extraordinary Item

--

(b) Tax Expenses (Current Tax)

112.96

87.95

(c) Deferred Tax

--

Profit/(Loss) for the period from continuing
operations

305.42

237.79

2. OPERATIONS

The Company has reported total revenues of Rs.16,240.76 lakhs for the year under
review as against Rs.13,975.96 lakhs in the previous year, registering the growth of
16.20% over the previous year. Net profit after tax has been reported at Rs.305.42
lakhs for the year 2023-24 as against Rs.237.79 lakhs previous year representing
growth of 28.44% in profit over the previous year.

3. DIVIDEND

The management believes that the profits earned during the financial year must be
retained and redeployed for the operations of the Company. As the Company needs
further funds to enhance its business operations, to upgrade the efficiency and to
meet out the deficiencies in working capital, the Directors do not recommend any
dividend on Equity Shares for the financial year 2023-24.

4. RESERVERS AND SURPLUS:

During the year company has transferred an amount of Rs.305.42 lakhs to the
reserves and surplus for meeting business growth needs and working capital needs of
the company during the years to come.

5. FUTURE OUTLOOK:

Your Directors take immense pleasure in reporting substantial growth in business
and revenues for the year under review compared to the previous year. The company
has started new business of Agri commodities and E-commerce solutions just 3 years
back and it has come out with exemplified growth in the past 3 years including the
year under review. Further to report that your Directors are very happy to mention
their appreciation of the dedicated efforts put in by the Management in general and
employees in particular for establishing wide and strong dealers and distributors
network across Telangana and Andhra States in the very short span of time.

The Company is currently engaged in business of processing, marketing, selling,
distribution or otherwise dealing in Agri commodities such as pulses, cereals, corn,
wheat, rice, etc., and e-commerce solutions. The Board of Directors of the company
envisages expansion of the business by extending the presence in the other Southern
States viz., Karnataka, Tamil Nadu and Kerala, acquisition of necessary lands either
on lease or outright purchase for embarking on forming of agricultural produce and
setting up of one or two processing units in southern India. Further, the Board of
Directors also envisages expansion of the business to some of the Northern states of
India so to say Maharashtra initially and other states there after phase wise.

Further, the Board of Directors also envisages to explore different avenues to expand
its business through agreements, contacts, acquisitions, joint ventures, other strategic
alliances to broad-base the business interests in the agricultural and e-commerce
solutions with a special focus on new age businesses opportunities and possibilities
and obviously company need funds for all these plans and activities. Therefore,
considering the growth and expansion plans, the company has authorized the Board
of Directors to borrow funds to the tune of Rs.250 crores (Two Hundred and fifty
crores only) vide necessary resolutions passed in the previous Extraordinary General
Meeting held on 30.04.2024 as loans from the Banks, Financial Institutions,
including NBFCs to meet the future growth needs of the company.

As part of the growth plans and in a bid to achieve growth in multiples, the company
has recently acquired 84.40% stake in Hyderabad based Agri business, E-commerce
solutions company CoOptions Corporation Private Limited with strong business
verticals, revenue base wide dealers and distributors network across Telangana and
Andhra Pradesh States and with great growth potential. To this extent, the company
had held Extraordinary General Meeting on 30.04.2024 to approve and authorize
Board of Directors to Issue equity shares of the Company on Swap basis in the ratio
of 4:1 i.e. 4 (Four) Equity shares of Rs.10/- each for every 1 (One) Equity share of
Rs.10/- each held in the target company CoOptions Corporation Private Limited for
consideration other than cash to acquire 84.40% in the said target company.

6. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
APPOINTED / RESIGNED

The members of the Board of Directors along with the details of the Key Managerial
Personnel (KMP) appointed or resigned is as follows:

Sl.

No.

Director/KMP

DIN/PAN

Designation

Date of
appointment

Date of
resignation

1.

Sivalenka

Kameswari

00412669

Whole-time Director,
Executive Non¬
Independent Director

03.06.2021

2.

Satya Murthy
Sivalenka

00412609

Non-Executive & Non¬
Independent Director

03.06.2021

-

3.

Mallikarjunan

Venkatraman

08693383

Non-Executive &
Independent Director

07.02.2020

4.

Venkat Raman
Ayinam

08693362

Non-Executive &
Independent Director

07.02.2020

5.

Sanjay Narayan
Jadhav

ACNPJ192

9Q

CFO

23.04.2019

6.

Gayatri Asnani

CPZPA221

8A

Company Secretary cum
Compliance Officer

14.12.2022

7. NUMBER OF BOARD MEETINGS:

The Board of Directors met Six (6) times during the financial year, on 29.05.2023,
14.08.2023, 04.09.2023, 14.11.2023, 14.02.2024 and 30.03.2024. The maximum time gap
between any two meetings was less than four months. The agenda for each meeting is
prepared well in advance, along with explanatory notes wherever required and distributed to
all Directors.

Name of Director

Category

No. of

Meetings

held

No. of Meetings
Attended

Whether
Attended Last
AGM

Sivalenka

Kameswari

Managing Director,
Executive Non¬
Independent Director

6

6

Yes

Satya Murthy
Sivalenka

Non-Executive &
Non-Independent
Director

6

6

Yes

Mallikarjunan

Venkataraman

Non-Executive &
Independent Director

6

6

Yes

Vankat Raman
Ayinam

Non-Executive &
Independent Director

6

6

Yes

8. DECLARATION GIVEN BY INDEPENDENT DIRECTOR

The Company has received declarations from all the Independent Directors of the
Company confirming that they met with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013.

9. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, as well as the evaluation of the working
of its Audit, Nomination & Remuneration Committees.

10. DIRECTOR’S APPOINTMENT AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee
framed and adopted a policy for selection and appointment of Directors, Key Managerial
Personnel, Senior Management and their remuneration.

11. SECRETARIAL AUDITOR

M/s S.V. Achary & Co., Company Secretaries (M. No: 5981, CP No: 4768), conducted the
Secretarial Audit for the year 2024. The Secretarial Audit Report for the financial year ended
31st March, 2024 is annexed herewith as
Annexure-A which forms a part of this Report.

The Secretarial Audit Report for the financial year ended 31st March, 2024 contains certain
qualifications and clarification by the Board are as follows:

Observation: The Company did not have any Internal Auditor as required under Section 138 of the
Companies Act, 2013 during the period under review;

Clarification: The Company had tried to find an internal auditor for the financial year 2023-24,
however could not find a suitable person. The management will comply the same for
the next financial year.

Observation: Mr. Venkat Raman Ayinam was appointed as Additional Director having sub¬
category of Independent on 7th February, 2020 where as he was not registered with
the data bank of Independent Directors as required under Section 150 of the
Companies Act, 2013;

Clarification: We will comply the same within due course

Observation: The Company has not published the notice of Book closure in the newspaper as
required under Section 91(1) of the Companies Act, 2013;

Clarification: It was inadvertently missed the compliance. The Company will take are of the same
in the future.

The management of the Company assure you to comply all the provisions of the
applicable law in true spirit in future and is under process of making all the default
good.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186

The Company has not given loans or provide guarantee or made investment during the
financial year 2023-24 other than those disclosed in the Balance Sheet for the year 2023¬
24.

13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
U/S 188(1)

The Company did not enter into a contract or transaction which would fall under the
purview of Section 188.

14. COMPANIES WHICH HAVE BECOME OR CEASEED TO BE SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATES FOR THE COMPANY

The Company did not have any subsidiary, joint venture or associate company during the
financial year.

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY

There has been no material change or commitment, affecting the financial position of the
Company which have occurred between March 31, 2024 and the date of this report.

16. COMPOSITION OF COMMITTEES OF BOARD AS ON 31.03.2024

A) The composition of Audit committee of the Company is as follow:

S. No.

Name of Member

Designation

1.

Mrs. Sivalenka Kameswari

Chairperson

2.

Mr.Venkat Raman Ayinam

Member

3.

Mr. Satya Murthy Sivalenka

Member

B) The composition of Nomination & Remuneration committee of the Company is as follow:

S. No.

Name of Member

Designation

1.

Mr.Venkat Raman Ayinam

Chairman

2.

Mr. Satya Murthy Sivalenka

Member

3.

Mr. Mallikarjunan Venkatraman

Member

C) The composition of Stakeholder Grievance committee of the Company is as follow:

S. No.

Name of Member

Designation

1.

Mr.Venkat Raman Ayinam

Chairman

2.

Mr. Satya Murthy Sivalenka

Member

3.

Mrs. Sivalenka Kameswari7

Member

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS

There was no such order passed against the company during the year.

18. PARTICULARS OF EMPLOYEES

Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule
5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is available at the registered office of the Company. The members may
obtain the same.

19. DISCLOSURE UNDER RULE 5 (2) & (3) OF THE COMPANIES (APPOINTMENT
AND REMUNERATION) RULES, 2014

No directors/employees of the Company was in receipt of amount exceeding a salary
of Rs.5,00,000/-per month or Rs. 60,00,000/- per annum or more when employed for
whole of the year, under the provisions of Rule 5 (2) & (3) of The Companies
(Appointment and Remuneration) Rules, 2014.

20. BUSINESS RISK MANAGEMENT

The prospects for the Company’s business are dependent upon economic and
industrial growth as well as resources available for implementation of liberalization
policies of the Government. Adverse changes and delays or lack of funds can affect
the business prospects of the Industry and the Company.

Risk Management is an integral part of the Company’s business strategy. The Risk
Management assessment structure includes Committees of the Board and Senior
Management Committees. The company is in the process of constituting Risk
Management Committee of the Board which will (“RMC”) review compliance with
risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure
related to specific issues and provides oversight of risk across the organization. The
RMC nurtures a healthy and independent risk management function to inculcate a
strong risk management culture in the Company.

As part of the Risk Management framework, the management of Credit Risk, Market
Risk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensure
Integrated Risk Management for various Risks.

21. INTERNAL CONTROL SYSTEMS

The Company’s internal control system is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial
reporting and compliance with laws and regulations. The internal control system is
supported by an internal audit process for reviewing the adequacy and efficacy of the
Company’s internal controls, including its systems and processes and compliance
with regulations and procedures.

Audit Committee of the Board reviews periodically the adequacy and effectiveness
of the internal controls in the Company. The Company’s internal control system is
commensurate with the size, nature and operations of the Company.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has got in place vigil mechanism during the financial year. The Board
of Directors are under discussion to derive a mechanism through which fraud risk,
including corrective and remedial actions as regards people and processes can be
determined and implemented.

23. HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open,
transparent and meritocratic culture to nurture this asset. The Company has kept a
sharp focus on Employee Engagement. The Company’s Human Resources is
commensurate with the size, nature and operations of the Company.

24. CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall under the Corporate Social Responsibility (CSR) as
provided in Section 135 of the Companies Act, 2013.

25. COMPLIANCES

The Company has complied with all applicable provisions of the Companies Act,
2013 and the listing agreement executed with the Stock Exchanges and other
applicable rules/ regulation/ guidelines issued by the SEBI from time to time.

26. DEPOSITS

The Company has neither invited nor accepted any deposits from the public during
the year. There is no unclaimed or unpaid deposit lying with the Company.

27. ANNUAL RETURN

The Annual Return of the Company is placed at its website:
www.globecommercialsltd.com.

28. LISTING OF SHARES

The Shares of the Company are listed in following stock exchange:

a. BSE Ltd

b. Metropolitan Stock Exchange of India Ltd

29. DEMATERIALIZATION OF SHARES

As on 31.03.2024 a total of 58,25,440 equity shares representing 95.98% of the
equity share capital have been dematerialized.

30. CORPORATE GOVERNANCE

Corporate Governance provisions i.e. Regulation 17 to 27 and clause (b) to (i) of sub¬
regulation (2) of Regulation 46 and Para C to E of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015 are not mandatory in
respect of the Companies having paid up equity share capital not exceeding Rs. 10.00
crores and net-worth not exceeding Rs. 25.00 crores as on the last day of the previous
financial year. The Company’s paid up equity share capital as on 31.03.2024 is Rs.
6.002 crores which is less than Rs. 10.00 crores and the Net-worth is Rs. 1250.18
which is less Rs. 25.00 crores.

31. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of
Women at Work place (Prevention, Prohibition and Redressal) Act, 2013.

32. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION ANFOREIGN
EXCHANGE EARNINGS AND OUTGO

Details under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with
Companies (Accounts Standards) Rules 2014:

In view of the nature of the activities carried out by the Company, Section 134(3)(m)
of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014:

(A) Conservation of Energy

1. Energy Conservation Measures Taken

Energy Conservation continues to receive major emphasis and is being systematically
mentioned and corrective measures are taken whenever required immediately.

2. Additional investment, and proposals, if any, being implemented.

At present the company has no proposal to make any substantial investments for
further reduction of consumption of energy. However, regular up-gradation of
facilities is being done as and when required. The Company has been able to control
its energy cost substantially.

Total Energy consumption & energy consumption per unit of Production in
prescribed form-
A

S.

No.

Particulars

31.03.2023

31.03.2024

1.

Power & Fuel Consumption in respect of
Electricity, Power & Water amount

Nil

Nil

(B) Technology Absorption:

Since the company is not into manufacturing activity, there has been no need for
creation of any Research and Development facility to absorb any Technology or any
invention or Formulae etc,.

(C) Foreign Exchange Earnings & Outgo:

The Company did not earn or spent any foreign exchange during the year under
review.

33. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in
terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March
31, 2024, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made
that are reasonable and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2024 and of the profit of the Company for the year
ended on that date;

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;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.

34. ACKNOWLEDGMENT

The Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions,
Government Authorities, customers, members, dealers, vendors, banks and other business partners
for the excellent support received from them during the year. The Directors place on record their
sincere appreciation to all employees, executives, staff and workers of the Company for their
unstinted commitment and continued contribution to the Company.

By order of the Board
For Globe Multi Ventures Limited
(Formerly known as Globe Commercials Ltd)

SD/- SD/-

Sivalenka Kameswari Satya Murthy Sivalenka

(Managing Director) (Director)

DIN: 00412669 DIN: 00412609

Place: Hyderabad
Date: 27.08.2024

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