To,
The Members of
GLOBE MULTI VENTURES LIMITED
(Formerly known as GLOBE COMMERCIALS LIMITED)
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
Total Revenue
Total Expenses
Profit Before Tax & Extraordinary Item
Less: (a) Extraordinary Item
(b) Tax Expenses (Current Tax)
(c) Deferred Tax
Profit/(Loss) for the period from continuing operations
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
1. Sivalenka Kameswari
2. Satya Murthy Sivalenka
3. Mallikarjunan Venkatraman
4. Venkat Raman Ayinam
5. Sanjay Narayan Jadhav
6. Gayatri Asnani
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
Sivalenka Kameswari
Satya Murthy Sivalenka
Mallikarjunan Venkataraman
Vankat Raman Ayinam
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 subcategory 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 202324.
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
1. Mrs. Sivalenka Kameswari
2. Mr.Venkat Raman Ayinam
3. Mr. Satya Murthy Sivalenka
B) The composition of Nomination & Remuneration committee of the Company is as follow:
1. Mr.Venkat Raman Ayinam
2. Mr. Satya Murthy Sivalenka
3. Mr. Mallikarjunan Venkatraman
C) The composition of Stakeholder Grievance committee of the Company is as follow:
3. Mrs. Sivalenka Kameswari7
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 subregulation (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
(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.