To
The Members,
GLOBESECURE TECHNOLOGIES LIMITED
Your Directors have pleasure in presenting the Seventh Annual Report of the Company
together with the Audited Financial Statement(s) of the Company for the year ended March
31, 2022.
1. Financial Results:
Rupees in lakhs
| Particulars |
2021-2022 |
2020-2021 |
| Gross Income |
2,661.00 |
1,865.07 |
| Deduction there from: |
|
|
| Purchase of Support Services, Licenses & Hardwares |
2409.07 |
1494.65 |
| Increase/Decrease in Stock |
188.43 |
7.05 |
| Employee Benefit Expense |
112.63 |
122.05 |
| Finance Cost |
72.42 |
79.35 |
| Depreciation |
38.80 |
3.65 |
| Other Expenses |
63.31 |
95.57 |
| Total Expenditure |
2508.20 |
1788.24 |
| Profit before tax |
152.65 |
106.83 |
| Less: |
|
|
| Current Tax |
48.00 |
31.30 |
| Deferred Tax |
4.72 |
0.49 |
| Profit after tax |
99.93 |
75.04 |
| EPS |
1.78 |
1.50 |
2. Financial Performance:
Sales and Other Income for the year ended March 31, 2022 amounted to Rs. 2,661.00 Lakhs
as against Rs. 1,895.07 Lakhs in the previous Financial Year. Net Profit for the year
under review was Rs. 99.93 Lakhs as against Rs. 75.04 Lakhs in the previous Financial
Year.
3. Business Outlook:
The markets your Company is concerned with are undergoing a massive disruption due to
the outbreak of COVID-19. The situation caused by the COVID-19 pandemic continues to
evolve and the effects on such markets remain uncertain. The outlook going forward will
depend, in addition to other factors, on how COVID-19 continues to affect the economy.
4. Change in the Nature of Business:
During the year there was no change in main business activity and adopted following
main business activity.
5. Dividend:
The Directors have not recommended dividend on equity shares for the year under review.
6. Initial Public Offer of the Company:
The Company has been listed on EMERGE platform of National Stock Exchange (NSE) on June
2, 2022.
7. Subsidiary Companies and Joint Venture:
During the year, Company do not have any Subsidiary Companies or Joint Venture.
8. Details of Committees of the Board:
At present, the Board has following three (3) Committees:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
The Composition of the Committees and relative compliances, are in line with the
applicable provisions of the Companies Act, 2013 read with the Rules and Listing
Regulations.
9. Policy on Directors' appointment and remuneration:
The Nomination and Remuneration Committee is entrusted with the responsibility of
identifying and ascertaining the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and recommending
their appointment for the consideration of the Board.
The Company has drawn up Nomination and Remuneration policy in line with the
requirement of Section 178 of the Companies Act, 2013. The Policy inter alia
provides that a person should possess adequate qualification, expertise and experience for
the position he / she is considered for appointment. The Committee has discretion to
decide whether qualification, expertise and experience possessed by a person is
sufficient/ satisfactory for the concerned position. Details of the policy are available
on the Company's website www.globesecure.in
10. Vigil Mechanism / Whistle Blower Policy:
The Company has a Vigil Mechanism cum Whistle Blower Policy ('Vigil Mechanism') in
place. The Vigil Mechanism is a system for providing a tool to the employees of the
Company to report violation of personnel policies of the Company, unethical behaviour,
suspected or actual fraud, violation of code of conduct. The Company is committed to
provide requisite safeguards for the protection of the persons who raise such concerns
from reprisals or victimization.
The Policy provides for direct access to the Chairman of the Audit Committee in
appropriate or exceptional cases. The Board of Directors affirm and confirm that no
employee of the Company has been denied access to the Committee. Details of the Vigil
Mechanism are available on the Company's website www.globesecure.in
11. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace:
The Company is committed to provide a healthy environment to all employees and thus
does not tolerate any sexual harassment at workplace. The Company has in place,
"Policy on Prevention, Prohibition and Redressal of Sexual Harassment." The
policy aims to provide protection to employees at the workplace and preventing and
redressing complaints of sexual harassment and it covers matters connected or incidental
thereto.
The Company has not received any complaint of sexual harassment during the financial
year 2021-2022.
12. Adequacy of Internal Financial Controls with reference to the Financial Statements.
The Company has devised appropriate systems and framework for adequate internal
financial controls with reference to financial statements commensurate with the size,
scale and complexity of its operations including proper delegation of authority, policies
and procedures, effective IT systems aligned to business requirements, risk based internal
audit framework, risk management framework.
The Audit Committee regularly reviews the internal control system to ensure that it
remains effective and aligned with the business requirements. In case weaknesses are
identified as a result of the reviews, new procedures are put in place to strengthen
controls.
Further, the Board annually reviews the effectiveness of the Company's internal control
system. The Directors and Management confirm that the Internal Financial Controls (IFC)
are adequate with respect to the operations of the Company.
A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act, 2013
certifying the adequacy of Internal Financial Controls is included in the Auditors'
Report.
13. Number of Board Meetings:
During the year, 9 (Nine) Board Meetings were convened and held in accordance with the
provisions of the Companies Act, 2013 and rules made there under and as per the
Secretarial Standard I as issued by the Institute of Company Secretaries of India.
| Sr. No. |
Date of Board Meeting |
Name of Director |
|
|
Ragavan Rajkumar |
Sonam Ragavan |
Ajay Kumar Varma |
Sushilkumar Agrawal |
Asheesh Chatterjee |
Gopala Ramaratnam |
| 1. |
27.04.2021 |
P |
P |
P |
P |
N.A. |
N.A. |
| 2. |
23.07.2021 |
P |
P |
P |
P |
N.A. |
N.A. |
| 3. |
27.08.2021 |
P |
P |
P |
P |
N.A. |
N.A. |
| 4. |
06.09.2021 |
P |
P |
P |
P |
N.A. |
N.A. |
| 5. |
01.10.2021 |
P |
P |
P |
P |
N.A. |
N.A. |
| 6. |
21.10.2021 |
P |
P |
P |
P |
N.A. |
N.A. |
| 7. |
06.11.2021 |
P |
P |
P |
P |
P |
P |
| 8. |
10.01.2022 |
P |
P |
P |
P |
P |
A |
| 9. |
21.03.2022 |
P |
P |
P |
P |
P |
P |
14. Annual Evaluation of Board Performance
Pursuant to the Provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman
and the Non-Independent Directors was carried out by the Independent Directors in their
separate meeting who also reviewed the performance of the Board as whole.
The Nomination and Remuneration Committee has defined the evaluation criteria,
procedure for the performance evaluation of the Board of Directors.
The Board's functioning was evaluated on various aspects, including inter alia
degree of fulfillment of key responsibilities, Board Structure and Composition,
effectiveness of Board process, information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board
Meeting and guidance/support to the management outside Board/Committee Meetings. In
addition, the Chairman was also evaluated on Key aspects of his role, including setting
the strategic agenda of the Board, encouraging active engagement of all Board Members.
Evaluation of Independent Directors was done by the Entire board.
15. Particulars of Loans, Guarantees and Investments:
Particulars of Loans & Investment as required under Section 186 of the Companies
Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given
in Notes forming part of Financial Statements. There is no Guarantees given during the
year under review.
16. Particulars of contracts or arrangements with related parties:
The Company does have transactions with related party in terms of Section 188 of the
Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3)
(h) of the Companies Act, 2013, in Form AOC - 2 is applicable is furnished as Annexure
I to this report.
The Disclosures as required under Accounting Standard - 18 (AS-18) "Related Party
Disclosures" notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been
provided in the Notes forming part of the Financial Statements.
17. Declaration of Independent Directors:
The Independent Directors have submitted their disclosures/ declarations to the Board
that they fulfill all the requirements as stipulated in Section 149(6) of the Companies
Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the
provisions of the Companies Act, 2013 and the relevant rules.
18. Directors Responsibility Statement:
The Board of Directors of the Company confirms:
(I) that in the preparation of the annual accounts for the year ended 31st
March, 2022 the applicable Accounting Standards have been followed.
(ii) that 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 the end of the
financial year and of the profit of the Company for the year under review.
(iii) that 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.
(iv) that the Directors have prepared the annual accounts for the year ended 31st
March, 2022 on a 'going concern' basis.
(v) that the Directors have laid down internal financial control and that such internal
financial control are adequate.
(vi) that the Directors have devised proper system to ensure compliance with the
Provisions of all applicable laws.
1 A
19. Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and
Particulars of Employees:
The information required under Section 197 of the Companies Act, 2013 read with Rule
5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in
respect of Directors/ Employees of your Company is appended in Annexure II forming
part of this Report.
20. Extract of Annual Return:
As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of Annual Return in form
MGT 7 will be available at website of the Company at www.globesecure.in.
21. Disclosure of Particulars:
Information's as per the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure-
III forming part of this Report.
22. Corporate Governance:
Since the Company's securities are listed on EMERGE SME Platform of NSE, Regulations 17
to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and para C, D and E of
Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015,
are not applicable to the Company. Hence Corporate Governance does not form part of this
Board's Report.
23. Management Discussion and Analysis Report:
A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure
IV and forms part of this Report.
24. Directors and Key Managerial Personnel:
In accordance with the requirements of the Companies Act, 2013 and Articles of
Association of the Company Mr. Ragavan Rajukmar, Director of the Company retire at the
forthcoming Annual General Meeting and being eligible, offer themselves, for reappointment
as Director liable to retire by rotation.
During the year under review following officials were appointed/resigned:
| Sr no. Name of Director/KMP |
Designation |
Appointment/ Resignation |
Date of change |
| 1 Ms. Heta Dipen Desai |
Company Secretary & Compliance Officer |
Appointment |
23rd July 2021 |
| 2 Mr. Ragavan Rajkumar |
Managing Director |
Appointment |
27th August 2021 |
| 3 Mr. Vishwanathan Lakshmanan |
Non Executive Independent Director |
Appointment |
27th August 2021 |
| 4 Mr. Vikesh Nandansingh Wallia |
Non Executive Independent Director |
Appointment |
27th August 2021 |
| 5 Mr. Ashish Dhirajlal Turakhia |
Chief Financial Officer |
Appointment |
27th August 2021 |
| 6 Mr. Ashish Dhirajlal Turakhia |
Chief Financial Officer |
Resignation |
16th October 2021 |
| 7 Mr. Viswanathan Lakshmanan |
Non Executive Independent Director |
Resignation |
6th November 2021 |
| 8 Mr. Vikesh Nandansingh Wallia |
Non Executive Independent Director |
Resignation |
6th November 2021 |
| 9 Mr. Uttam Dhirajlal Dhanesha |
Chief Financial Officer |
Appointment |
6th November 2021 |
| 10 Mr. Gopala Ramaratnam |
Non Executive Independent Director |
Appointment |
6th November 2021 |
| 11 Mr. Asheesh Chatterjee |
Non Executive Independent Director |
Appointment |
6th November 2021 |
25. Auditors
a) Statutory Auditors
Pursuant to Section 139(2) of the Companies Act, 2013 read with rule 6 of Companies
(Audit and Auditors) Rules, 2014, M/s. Kumbhat & Co., Chartered Accountants, were
appointed for period of 5 years in previous Annual General Meeting and ratification for
appointment of auditors is mentioned in notice convening the AGM.
b) Secretarial Auditor and Secretarial Audit Report
The provisions of Section 203 of Companies Act, 2013 is now applicable to the Company
as the Company's Shares are listed on NSE Emerge Platform w.e.f. 2nd June 2022.
The Company has appointed M/s. Heena Jaysinghani, Practicing Company Secretaries, to carry
out Secretarial Audit for the Financial Year 2022-23.
26. Material Changes and Commitments, if any, Affecting the Financial Position of the
Company:
i. The Shareholders has approved the following resolutions in Extra Ordinary General
Meeting dated 31st August 2021:
• Appointment of Independent Directors.
• Appointment of Managing Director.
• Increasing of Authorised Share Capital from Rs. 5 Crore to Rs. 7.5 Crores
• Increasing Borrowing Powers of the Company
ii. The Shareholders has approved the following resolutions in Extra Ordinary General
Meeting dated 8th September 2021:
• Appointment of Statutory Auditor to fill the casual vacancy.
• Issue and allotment of Equity Shares to Public (Initial Public Offer)
• Conversion of unsecured loan into Equity Shares
iii. The Shareholders has approved the following resolutions in Extra Ordinary General
Meeting dated 9th November 2021:
• Increasing of Authorised Share Capital from Rs. 7.5 Crore to Rs. 10 Crores.
• Increasing issue size of the Initial Public Offer (IPO)
• Appointment of Independent Directors
iv. Other Material changes during the year under review:
• Formed Audit, Nomination & Remuneration & Stakeholders relationship
committee.
27. Other Disclosures/Reporting:
Your Directors further state that during the year under review:
a) no amount is transferred to General Reserve
b) the Company has not taken any deposits from Public or Shareholders of the Company;
c) there were no significant / material orders passed by the Regulators or Courts or
Tribunals impacting going concern status of your Company and its operations in future;
d) there are no qualifications, reservation or adverse remark or disclaimer made by the
Statutory Auditors in their Report.
e) Personnel:
Your Company continued to enjoy warm and healthy relations with its employees at all
locations. Your Directors take this opportunity to record their appreciation for the
significant outstanding contribution made by the employees at all levels.
28. Website:
As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a
functional website namely www.globesecure.in containing basic information about the
Company. The website of the Company is also containing information like Policies,
Financial Results, Annual Reports and information of the designated officials of the
Company who are responsible for assisting and handling investor grievances for the benefit
of all stakeholders of the Company, etc.
29. Acknowledgement:
Your Directors express their deep gratitude for the co-operation and support extended
to the Company by its Members, Customers, Suppliers, Bankers and various Government
agencies.
| For and on behalf of the Board |
|
| GLOBESECURE TECHNOLOGIES LIMITED |
|
| Sd/- |
Sd/- |
| Ragavan Rajkumar |
Sonam Ragavan |
| Chairman & Managing Director |
Director |
| (DIN:02002480) |
(DIN:08789592) |
| Date: September 2, 2022 |
|
| Place: Mumbai |
|
|