Your Directors are pleased to present the 39th Annual Report on the business and operations of theCompany, together with the Audited Financial Statements for the financial year ended 31st March,2024.
The Company’s financial results for the financial year ended on the 31st March, 2024 are asunder:
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 continuingoperations
305.42
237.79
2. OPERATIONS
The Company has reported total revenues of Rs.16,240.76 lakhs for the year underreview as against Rs.13,975.96 lakhs in the previous year, registering the growth of16.20% over the previous year. Net profit after tax has been reported at Rs.305.42lakhs for the year 2023-24 as against Rs.237.79 lakhs previous year representinggrowth of 28.44% in profit over the previous year.
3. DIVIDEND
The management believes that the profits earned during the financial year must beretained and redeployed for the operations of the Company. As the Company needsfurther funds to enhance its business operations, to upgrade the efficiency and tomeet out the deficiencies in working capital, the Directors do not recommend anydividend 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 thereserves and surplus for meeting business growth needs and working capital needs ofthe company during the years to come.
Your Directors take immense pleasure in reporting substantial growth in businessand revenues for the year under review compared to the previous year. The companyhas started new business of Agri commodities and E-commerce solutions just 3 yearsback and it has come out with exemplified growth in the past 3 years including theyear under review. Further to report that your Directors are very happy to mentiontheir appreciation of the dedicated efforts put in by the Management in general andemployees in particular for establishing wide and strong dealers and distributorsnetwork 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 companyenvisages expansion of the business by extending the presence in the other SouthernStates viz., Karnataka, Tamil Nadu and Kerala, acquisition of necessary lands eitheron lease or outright purchase for embarking on forming of agricultural produce andsetting up of one or two processing units in southern India. Further, the Board ofDirectors also envisages expansion of the business to some of the Northern states ofIndia so to say Maharashtra initially and other states there after phase wise.
Further, the Board of Directors also envisages to explore different avenues to expandits business through agreements, contacts, acquisitions, joint ventures, other strategicalliances to broad-base the business interests in the agricultural and e-commercesolutions with a special focus on new age businesses opportunities and possibilitiesand obviously company need funds for all these plans and activities. Therefore,considering the growth and expansion plans, the company has authorized the Boardof Directors to borrow funds to the tune of Rs.250 crores (Two Hundred and fiftycrores only) vide necessary resolutions passed in the previous Extraordinary GeneralMeeting 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 companyhas recently acquired 84.40% stake in Hyderabad based Agri business, E-commercesolutions company CoOptions Corporation Private Limited with strong businessverticals, revenue base wide dealers and distributors network across Telangana andAndhra Pradesh States and with great growth potential. To this extent, the companyhad held Extraordinary General Meeting on 30.04.2024 to approve and authorizeBoard of Directors to Issue equity shares of the Company on Swap basis in the ratioof 4:1 i.e. 4 (Four) Equity shares of Rs.10/- each for every 1 (One) Equity share ofRs.10/- each held in the target company CoOptions Corporation Private Limited forconsideration other than cash to acquire 84.40% in the said target company.
The members of the Board of Directors along with the details of the Key ManagerialPersonnel (KMP) appointed or resigned is as follows:
Sl.
No.
Director/KMP
DIN/PAN
Designation
Date ofappointment
Date ofresignation
1.
Sivalenka
Kameswari
00412669
Whole-time Director,Executive Non¬Independent Director
03.06.2021
2.
Satya MurthySivalenka
00412609
Non-Executive & Non¬Independent Director
-
3.
Mallikarjunan
Venkatraman
08693383
Non-Executive &Independent Director
07.02.2020
4.
Venkat RamanAyinam
08693362
5.
Sanjay NarayanJadhav
ACNPJ192
9Q
CFO
23.04.2019
6.
Gayatri Asnani
CPZPA221
8A
Company Secretary cumCompliance Officer
14.12.2022
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 gapbetween any two meetings was less than four months. The agenda for each meeting isprepared well in advance, along with explanatory notes wherever required and distributed toall Directors.
Name of Director
Category
No. of
Meetings
held
No. of MeetingsAttended
WhetherAttended LastAGM
Managing Director,Executive Non¬Independent Director
6
Yes
Non-Executive &Non-IndependentDirector
Venkataraman
Vankat RamanAyinam
The Company has received declarations from all the Independent Directors of theCompany confirming that they met with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act, 2013.
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out annualperformance evaluation of its own performance, as well as the evaluation of the workingof its Audit, Nomination & Remuneration Committees.
The Board has, on the recommendation of the Nomination & Remuneration Committeeframed and adopted a policy for selection and appointment of Directors, Key ManagerialPersonnel, Senior Management and their remuneration.
M/s S.V. Achary & Co., Company Secretaries (M. No: 5981, CP No: 4768), conducted theSecretarial Audit for the year 2024. The Secretarial Audit Report for the financial year ended31st 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 certainqualifications and clarification by the Board are as follows:
Observation: The Company did not have any Internal Auditor as required under Section 138 of theCompanies 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 forthe 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 withthe data bank of Independent Directors as required under Section 150 of theCompanies 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 asrequired under Section 91(1) of the Companies Act, 2013;
Clarification: It was inadvertently missed the compliance. The Company will take are of the samein the future.
The management of the Company assure you to comply all the provisions of theapplicable law in true spirit in future and is under process of making all the defaultgood.
The Company has not given loans or provide guarantee or made investment during thefinancial year 2023-24 other than those disclosed in the Balance Sheet for the year 2023¬24.
The Company did not enter into a contract or transaction which would fall under thepurview of Section 188.
The Company did not have any subsidiary, joint venture or associate company during thefinancial year.
There has been no material change or commitment, affecting the financial position of theCompany which have occurred between March 31, 2024 and the date of this report.
S. No.
Name of Member
Mrs. Sivalenka Kameswari
Chairperson
Mr.Venkat Raman Ayinam
Member
Mr. Satya Murthy Sivalenka
Chairman
Mr. Mallikarjunan Venkatraman
Mrs. Sivalenka Kameswari7
There was no such order passed against the company during the year.
Information pursuant to Section 197(12) of the Companies Act, 2013 read with Rule5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is available at the registered office of the Company. The members mayobtain the same.
No directors/employees of the Company was in receipt of amount exceeding a salaryof Rs.5,00,000/-per month or Rs. 60,00,000/- per annum or more when employed forwhole of the year, under the provisions of Rule 5 (2) & (3) of The Companies(Appointment and Remuneration) Rules, 2014.
The prospects for the Company’s business are dependent upon economic andindustrial growth as well as resources available for implementation of liberalizationpolicies of the Government. Adverse changes and delays or lack of funds can affectthe business prospects of the Industry and the Company.
Risk Management is an integral part of the Company’s business strategy. The RiskManagement assessment structure includes Committees of the Board and SeniorManagement Committees. The company is in the process of constituting RiskManagement Committee of the Board which will (“RMC”) review compliance withrisk policies, monitors risk tolerance limits, reviews and analyzes risk exposurerelated to specific issues and provides oversight of risk across the organization. TheRMC nurtures a healthy and independent risk management function to inculcate astrong risk management culture in the Company.
As part of the Risk Management framework, the management of Credit Risk, MarketRisk, Operational Risk and Fraud Risk are placed under the Head-Risk, to ensureIntegrated Risk Management for various Risks.
The Company’s internal control system is designed to ensure operational efficiency,protection and conservation of resources, accuracy and promptness in financialreporting and compliance with laws and regulations. The internal control system issupported by an internal audit process for reviewing the adequacy and efficacy of theCompany’s internal controls, including its systems and processes and compliancewith regulations and procedures.
Audit Committee of the Board reviews periodically the adequacy and effectivenessof the internal controls in the Company. The Company’s internal control system iscommensurate with the size, nature and operations of the Company.
The Company has got in place vigil mechanism during the financial year. The Boardof Directors are under discussion to derive a mechanism through which fraud risk,including corrective and remedial actions as regards people and processes can bedetermined and implemented.
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 asharp focus on Employee Engagement. The Company’s Human Resources iscommensurate with the size, nature and operations of the Company.
The Company does not fall under the Corporate Social Responsibility (CSR) asprovided in Section 135 of the Companies Act, 2013.
The Company has complied with all applicable provisions of the Companies Act,2013 and the listing agreement executed with the Stock Exchanges and otherapplicable rules/ regulation/ guidelines issued by the SEBI from time to time.
The Company has neither invited nor accepted any deposits from the public duringthe year. There is no unclaimed or unpaid deposit lying with the Company.
The Annual Return of the Company is placed at its website:www.globecommercialsltd.com.
The Shares of the Company are listed in following stock exchange:
a. BSE Ltd
b. Metropolitan Stock Exchange of India Ltd
As on 31.03.2024 a total of 58,25,440 equity shares representing 95.98% of theequity share capital have been dematerialized.
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 (ListingObligations and Disclosure Requirements) Regulation, 2015 are not mandatory inrespect of the Companies having paid up equity share capital not exceeding Rs. 10.00crores and net-worth not exceeding Rs. 25.00 crores as on the last day of the previousfinancial 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. 1250.18which is less Rs. 25.00 crores.
There were no complaints reported under the Prevention of Sexual Harassment ofWomen at Work place (Prevention, Prohibition and Redressal) Act, 2013.
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:
1. Energy Conservation Measures Taken
Energy Conservation continues to receive major emphasis and is being systematicallymentioned 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 forfurther reduction of consumption of energy. However, regular up-gradation offacilities is being done as and when required. The Company has been able to controlits energy cost substantially.
Total Energy consumption & energy consumption per unit of Production inprescribed form- A
S.
31.03.2023
31.03.2024
Power & Fuel Consumption in respect ofElectricity, Power & Water amount
Nil
Since the company is not into manufacturing activity, there has been no need forcreation of any Research and Development facility to absorb any Technology or anyinvention or Formulae etc,.
The Company did not earn or spent any foreign exchange during the year underreview.
To the best of their knowledge and belief and according to the information andexplanations obtained by them, your Directors make the following statements interms of Section 134(3) (c) of the Companies Act, 2013:
a) that in the preparation of the annual financial statements for the year ended March31, 2024, the applicable accounting standards have been followed along with properexplanation relating to material departures, if any;
b) that accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgment and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31, 2024 and of the profit of the Company for the yearended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act, 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud andother 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 controlswere adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were inplace 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 partnersfor the excellent support received from them during the year. The Directors place on record theirsincere appreciation to all employees, executives, staff and workers of the Company for theirunstinted commitment and continued contribution to the Company.
By order of the BoardFor 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: HyderabadDate: 27.08.2024