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GLOBE ENTERPRISES (INDIA) LIMITED — AGM Information 2021
Sep 7, 2021
61735_rns_2021-09-07_8946b56c-573b-45c1-8c46-1be03cb8c45c.pdf
AGM Information
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NOTICE
Notice is hereby given that the Twenty-sixth Annual General Meeting of the Members of Globe Textiles (India) Limited will be held on Thursday, September 30, 2021 at 04:00 p.m. IST through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), to transact the following businesses:
ORDINARY BUSINESSES:
1. To consider and adopt the audited standalone financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon
To consider and if thought fit, to pass, with or without modification(s), the following resolution as Ordinary Resolutions :
a) the audited standalone financial statement of the Company for the financial year ended March 31, 2021 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.”
2. To appoint a Director in place of Mr. Nilaybhai J. Vora (DIN: 02158990) who retires by rotation and being eligible, offers himself for reappointment
To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution:
“RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Nilaybhai J. Vora (DIN: 02158990), who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company.”
SPECIAL BUSINESS:
3. To consider the appointment of Mr. Rajatkumar Dineshbhai Patel (DIN: 09124295) as an Independent Director
To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution :
RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the Act) and the Companies (Appointment and Qualification of Directors) Rules, 2014, and the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), and recommendation of the Nomination and Remuneration Committee and the Board of Directors made in its respective meetings held on March 30, 2021, Mr. Rajatkumar Dineshbhai Patel (DIN: 09124295), who was appointed as an Additional Director of the Company in the Independent category, pursuant to the provisions of Section 161(1) of the Act and the Articles of Association of the Company, effective from March 30, 2021 and who
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holds office upto the date of the ensuing Annual General Meeting, and who has submitted a declaration that he meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) read with Regulation 25 of the Listing Regulations, and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of Director, be and is hereby appointed as Non-Executive Independent Director of the Company to hold office for a term of three consecutive years with effect from March 30, 2021 to March 29, 2024 and whose office shall not be liable to retire by rotation.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to do and perform all such acts, deeds, matters or things as may be considered necessary, appropriate, expedient or desirable to give effect to above resolution.
4. Re-appointment of Mr. Bhavik Suryakant Parikh (DIN: 00038223) as a Chairman & Managing Director for the period of three years
To consider and, if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :
RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors made in its respective meetings held on August 14, 2021 and the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule V to the Companies Act, 2013, approval of the members of the Company be and is hereby accorded for re-appointment of Mr. Bhavik Suryakant Parikh (DIN: 00038223), as a Chairman and Managing Director of the Company, for a period of 3 years effective from August 14, 2021, and the office of Chairman and Managing Director shall not be liable to retire by rotation, and the remuneration payable to Mr. Bhavik Suryakant Parikh during the tenure of re-appointment, shall be as follows:
Period
For a period of 3 years from August 14, 2021.
Salary
Upto Rs. 4,00,000/- (Rupees Four Lakhs) per months which is eligible for revision from time to time.
Perquisites
The Chairman and Managing Director shall be entitles to all the perquisites listed herein below in addition to the salary mentioned above:
I. Medical Reimbursement
Reimbursement of medical expenses incurred, including premium paid on health insurance policies, whether in India or abroad, for self and family including hospitalisation, surgical charges, nursing charges and domiciliary charges for self and for family.
II. Leave Travel Concession
For self and family, every year incurred in accordance with the rules of the Company.
III. Club Fees
Fees of club, subject to maximum of three clubs.
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- IV. Personal Accident Insurance / Group Life Insurance
Premium shall not to exceed Rs. 7200/- per annum.
V. Provident Fund / Pension
Contribution to Provident Fund and Pension Fund to the extent such contributions, either together are exempt under the Income Tax Act, 1961. Contribution to Pension Fund will be paid on basic salary and commission.
VI. Gratuity
Gratuity payable shall be in accordance with the provisions of the Payment of Gratuity Act and to the extent not taxable under the Income Tax Act.
VII. Use of Car with Driver
The Company shall provide a car with driver for business and personal use. In addition, the Company shall also reimburse running and maintenance expenses of another car owned by, or leased / rented to, the Chairman and Managing Director for business and personal use.
VIII. Telephone Facility at residence
Telephone facility shall be provided at the residence. All personal long distance calls shall be billed by the Company to the Chairman and Managing Director.
Duties
Subject to the superintendence, direction and control of the Board of Directors of the Company, the Chairman and Managing Director shall be entrusted with substantial power of management and also such other duties and responsibilities as may be entrusted to him by the Board of Directors from time to time.
Termination
Chairman and Managing Director may be removed from his office for gross negligence, breach of duty or trust if a Special Resolution to that effect is passed by the Company in its General Meeting. The Chairman and Managing Director may resign from his office by giving 90 days’ notice to the Company.
Compensation
In the event of termination of office of Chairman and Managing Director takes place before the expiration of tenure thereof, Managing Director of the Company shall be entitled to receive compensation from the Company for loss of office to the extent and subject to limitation as provided under Section 202 of the Companies Act, 2013.
Other terms and conditions
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a) In the event of absence of inadequacy of profits in any financial year during the tenure of the Managing Director, Salary and Perquisites subject to the limits stipulated under Schedule V read with Section 196 and 197 of the Companies Act, 2013.
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b) “Family” means the spouse and dependent children of Mr. Bhavik Suryakant Parikh.
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c) Leave with full pay and allowance shall be allowed as per the Company’s rules.
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d) Reimbursement of entertainment expense actually and properly incurred in the course of business of the Company shall be allowed.
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e) No sitting fees shall be paid to the Managing Director for attending the meetings of the Board of Directors of Committees thereof.
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f) The perquisites as listed above shall be valued as per Income Tax Rules, 1962, as may be applicable.
RESOLVED FURTHER THAT pursuant to Sections 203 and any other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Bhavik Suryakant Parikh, be and is hereby designated as Key Managerial Personnel of the Company.
RESOLVED Further That the Board of Directors be and are hereby authorized severally to do and perform all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to give effect to the aforesaid resolution.”
5. Re-appointment of Mr. Nilaybhai Jagdishbhai Vora (DIN: 02158990) as a Whole-time Director for the period of three years
To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution :
RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors made in its respective meetings held on August 14, 2021 and the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) read with Schedule V to the Companies Act, 2013, approval of the members of the Company be and is hereby accorded for re-appointment of Mr. Nilaybhai Jagdishbhai Vora (DIN: 02158990), as a Wholetime Director of the Company, for a period of 3 years effective from August 14, 2021, and the office of Whole-time Director shall be liable to retire by rotation, and the remuneration payable to Mr. Nilaybhai Jagdishbhai Vora during the tenure of re-appointment, shall be as follows:
Period
For a period of 3 years from August 14, 2021.
Salary
Upto Rs. 1,00,000/- (Rupees One Lac) per months which is eligible for revision from time to time.
Perquisites
The Whole-time Director shall be entitles to all the perquisites listed herein below in addition to the salary mentioned above:
IX. Medical Reimbursement
Reimbursement of medical expenses incurred, including premium paid on health insurance policies, whether in India or abroad, for self and family including hospitalisation, surgical charges, nursing charges and domiciliary charges for self and for family.
X. Leave Travel Concession
For self and family, every year incurred in accordance with the rules of the Company.
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XI. Club Fees
Fees of club, subject to maximum of three clubs.
XII. Personal Accident Insurance / Group Life Insurance
Premium shall not to exceed Rs. 7200/- per annum.
XIII. Provident Fund / Pension
Contribution to Provident Fund and Pension Fund to the extent such contributions, either together are exempt under the Income Tax Act, 1961. Contribution to Pension Fund will be paid on basic salary and commission.
XIV. Gratuity
Gratuity payable shall be in accordance with the provisions of the Payment of Gratuity Act and to the extent not taxable under the Income Tax Act.
XV. Use of Car with Driver
The Company shall provide a car with driver for business and personal use. In addition, the Company shall also reimburse running and maintenance expenses of another car owned by, or leased / rented to, the Whole-time Director for business and personal use.
XVI. Telephone Facility at residence
Telephone facility shall be provided at the residence. All personal long distance calls shall be billed by the Company to the Whole-time Director.
Duties
Subject to the superintendence, direction and control of the Board of Directors of the Company, the Whole-time Director shall be entrusted with HRD, procurements and also such other duties and responsibilities as may be entrusted to him by the Board of Directors from time to time.
Termination
Whole-time Director may be removed from his office for gross negligence, breach of duty or trust if a Special Resolution to that effect is passed by the Company in its General Meeting. The Whole-time Director may resign from his office by giving 90 days’ notice to the Company.
Compensation
In the event of termination of office of Whole-time Director takes place before the expiration of tenure thereof, Whole-time Director of the Company shall be entitled to receive compensation from the Company for loss of office to the extent and subject to limitation as provided under Section 202 of the Companies Act, 2013.
Other terms and conditions
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g) In the event of absence of inadequacy of profits in any financial year during the tenure of the Whole-time Director, Salary and Perquisites subject to the limits stipulated under Schedule V read with Section 196 and 197 of the Companies Act, 2013.
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h) “Family” means the spouse and dependent children of Mr. Nilaybhai Jagdishbhai Vora.
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i) Leave with full pay and allowance shall be allowed as per the Company’s rules.
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j) Reimbursement of entertainment expense actually and properly incurred in the course of business of the Company shall be allowed.
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k) No sitting fees shall be paid to the Whole-time Director for attending the meetings of the Board of Directors of Committees thereof.
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l) The perquisites as listed above shall be valued as per Income Tax Rules, 1962, as may be applicable.
RESOLVED FURTHER THAT pursuant to Sections 203 and any other applicable provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) Mr. Nilaybhai Jagdishbhai Vora, be and is hereby designated as Key Managerial Personnel of the Company.
RESOLVED Further That the Board of Directors be and are hereby authorized severally to do and perform all such acts, deeds, matters and things and execute all such documents, instruments and writings as may be required and to delegate all or any of its powers herein conferred to give effect to the aforesaid resolution.”
6. Approval of Loans, Investments, Guarantee or Securities under Section 185 of the Companies Act, 2013
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :
“RESOLVED THAT pursuant to Section 185 and all other applicable provisions of the Companies Act, 2013 read with Companies (Amendment) Act, 2017 and Rules made there under as amended from time to time, the consent of the Company be and is hereby accorded to authorize the Board of Directors of the Company (hereinafter referred to as the Board, which term shall be deemed to include, unless the context otherwise required, any committee of the Board) to advance any loan including any loan represented by a book debt, or give any guarantee or provide any security in connection with any loan taken upto an aggregate sum of ₹ 100 Crores (Rupees One Hundred Crores Only) to the entities / person as stated under in their absolute discretion deem beneficial and in the interest of the Company, provided that such loans are utilized by the borrowing company for its principal business activities.”
| Name of the entity | Constitution of entity / person |
Relation with the Company / Directors |
|---|---|---|
| Globe Denwash Private Limited |
Private Limited Company |
Mr. Bhavik Parikh, Managing Director, Mr. Bhavin Parikh, CEO/CFO and Mr. Nilay Vora, Whole-time Director are the Directors and Member of the Company. |
“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board of Directors of the Company be and are hereby authorized to do all acts, deeds and things in their absolute discretion that may be considered necessary, proper and expedient or incidental for the purpose of giving effect to this resolution in the interest of the Company.”
7. To approve material related party transactions to be entered into by the Company with related parties
To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution :
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“ RESOLVED THAT pursuant to Section 188 and other applicable provisions of the Companies Act, 2013 and the Companies (Meeting of Board and its Powers) Rules, 2014 including any modifications or amendments or clarifications thereon, if any, and pursuant to Regulations 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time read with Company’s policy on materiality of and dealing with Related Party transaction and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, approval of the shareholders be and is hereby accorded to the Board of Directors of the Company to enter into a contract(s)/ Transaction(s)/ arrangement(s) with the related parties as mentioned below within the meaning of Sec 2(76) of the Act and Reg 2(1)(zb) of Listing Regulations, for such transactions as given in the explanatory statement on such terms and conditions as Board may deem fit, upto a maximum aggregate amount in each financial year as mentioned below for the for a period of 3 years w.e.f FY 2021-22, provided that contract(s)/ Transaction(s)/ Arrangement(s) so carried out shall at all times be in the ordinary course of Company’s business and also at arm’s length basis.”
| Sr. No. |
Name of the related Party | Maximum aggregate amount in each financialyear(Rs. In Crores) |
|---|---|---|
| 1 | Globe Denwash Private Limited | 100.00 |
| 2 | Kunthunath Impex LLP | 50.00 |
“RESOLVED FURTHER that the Board of Directors of the company and/or the Audit Committee as may be applicable from time to time be authorized to settle any question, difficulty or doubt that may arise with regard to giving effect to the above Resolution; sign and execute necessary documents and papers on an ongoing basis and to do and perform all such acts, deeds and things as may be necessary or in its absolute discretion deem necessary, proper, desirable and to finalize any documents and writings in this regard.”
“RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers conferred on it by or under this resolution to Audit Committee of Directors of the Company or to any one or more Directors of the Company as it may consider appropriate in order to give effect to this resolution.”
Registered Office : Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Date: 14/08/2021 Place: Ahmedabad
By Order of the Board of Directors For, GLOBE TEXTILES (INDIA) LIMITED Bhavik Suryakant Parikh Chairman & Managing Director (DIN: 00038223)
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NOTES:
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In view of the continuing COVID-19 pandemic, the Ministry of Corporate Affairs (“MCA”) has vide its circular nos. 14/2020 and 17/2020 dated April 8, 2020 and April 13, 2020 respectively, in relation to “Clarification on passing of ordinary and special resolutions by companies under the Companies Act, 2013 and the rules made thereunder on account of the threat posed by Covid19”, circular no. 20/2020 dated May 5, 2020 in relation to “Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)” and Circular no. 02/2021 dated January 13, 2021 in relation to “Clarification on holding of annual general meeting (AGM) through video conferencing (VC) or other audio visual means (OAVM)” (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India (“SEBI”) vide its circular no. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 in relation to “Additional relaxation in relation to compliance with certain provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 – Covid-19 pandemic” and circular no. SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated January 15, 2021 in relation to “Relaxation from compliance with certain provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 due to the Covid-19 pandemic” (collectively referred to as “SEBI Circulars”) permitted the holding of the Annual General Meeting (“AGM”) through VC / OAVM, without the physical presence of the Members at a common venue. In compliance with the MCA Circulars and SEBI Circulars, the AGM of the members of the Company is being held through VC / OAVM. The registered office of the Company shall be deemed to be the venue for the AGM.
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Pursuant to the provisions of the Act, a Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a Member of the Company. Since this AGM is being held pursuant to the MCA Circulars through VC / OAVM, physical attendance of Members has been dispensed with. Accordingly, the facility for appointment of proxies by the Members will not be available for the AGM and hence the Attendance Slip and Proxy Form are not annexed to this Notice.
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A statement pursuant to Section 102(1) of the Act, relating to the Special Businesses to be transacted at the AGM is annexed hereto.
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Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.
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Since the AGM will be held through VC/ OAVM, the route map of the venue of the Meeting is not annexed hereto.
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The relevant details, pursuant to Regulations 26(4) and 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, in respect of Director seeking re-appointment at this AGM are also annexed to this Notice.
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In terms of the provisions of Section 152 of the Act, Mr. Nilaybhai Jagdishbhai Vora, Whole-time Director retires by rotation at the Meeting. The Nomination and Remuneration Committee and the Board of Directors of the Company recommend her re-appointment.
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Mr. Nilaybhai Jagdishbhai Vora is interested in the Ordinary Resolution set out at Item No. 2 of the Notice with regard to her re-appointment.
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- As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from, April 1, 2019, except in case of request received for transmission or transposition and re-lodged transfers of securities. Further, SEBI vide its circular no. SEBI/HO/MIRSD/RTAMB/ CIR/P/2020/236 dated December 2, 2020 had fixed March 31, 2021 as the cut-off date for re-lodgement of transfer deeds and the shares that are re-lodged for transfer shall be issued only in demat mode. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company’s Registrars and Transfer Agents, M/s. Bigshare Services Private Limited (“Bigshare”) at A-802, Samudra Complex, Nr. Girish Cold Drinks, Off. C. G. Road Navrangpura , Ahmedabad – 380 009, Phone: 079-40024135, Email: [email protected] for assistance in this regard.
DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:
- In compliance with the MCA Circulars and SEBI Circular dated May 12, 2020, Notice of the 26[th] Annual General Meeting along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website www.globetextiles.net, websites of the Stock Exchange, i.e., The National Stock Exchange of India Limited at www.nseindia.com.
11. For receiving all communication (including Annual Report) from the Company electronically:
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a) Members holding shares in physical mode and who have not registered/ updated their email address, Bank particulars, Residential status or request for transmission of shares including its changes etc. with the Company, are requested to register/ update the same by writing a request letter to the Company with details of folio number and attaching a self-attested copy of PAN card, passbook/ cancelled cheque etc. at [email protected] or to Share Transfer Agent of the Company “Bigshare”.
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b) Members holding shares in electronic form are advised to send their request for updating items including changes, to their Depository Participant. The Company or its Registrar and Share Transfer Agent cannot act on any such requests received directly from the members holding shares in electronic form.
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In case of joint holders attending the meeting, the Member whose name appears as the first holder in the order of names as per the Register of Members of the Company will be entitled to vote at the AGM.
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The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the members during the AGM. All documents referred to in the Notice will also be available for electronic inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. September 30, 2021. Members seeking to inspect such documents can send an email to [email protected].
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- Members of the Company under the category of Institutional Investors are encouraged to attend and vote at the AGM through VC. Corporate Members intending to authorize their representatives to participate and vote at the meeting are requested to send a certified copy of the Board resolution/ authorization letter to the Company’s email id: [email protected].
THE INSTRUCTIONS FOR REMOTE E-VOTING/E-VOTING AND ATTENDING AGM THROUGH VC/ OVAM ARE AS UNDER:
15. VOTING THROUGH ELECTRONIC MEANS:
- a) In compliance with provisions of Section 108 of the Companies Act, 2013 and the Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended from time to time together with relevant clauses in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is pleased to provide Members the facility to exercise their right to vote at the 26[th] Annual General Meeting by electronic means and the business may be transacted through e-voting services provided by the Central Depository Services (India) Limited (CDSL).
Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.
In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/websites of Depositories/ Depository Participants . Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.
- b) In terms of SEBI circular no SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.
Pursuant to above said SEBI Circular, Login method for e-Voting and joining virtual meetings for Individual shareholders holding securities in Demat mode is given below:
| Type of shareholders |
Login Method | |
|---|---|---|
| Individual Shareholders holding securities in Demat mode withCDSL |
1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e- Voting page without any further authentication. The URL for users to login to Easi / Easiest arehttps://web.cdslindia.com/myeasi/home/loginor visit www.cdslindia.comand click on Login icon and select New System Myeasi. 2. After successful loginthe Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-votingis inprogress asper the |
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| information provided by company. On clicking the e-voting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is availableathttps://web.cdslindia.com/myeasi/Registration/EasiRegistration 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the e-voting is in progress and also able to directly access the system of all e-VotingService Providers. |
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| Individual Shareholders holding securities in demat mode withNSDL |
1. If you are already registered for NSDL IDeAS facility, please visit the e- Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e- Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re- directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click athttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. |
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| Individual Shareholders (holding securities in demat mode) login through their |
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Votingserviceprovider website for casting your vote duringthe remote |
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Depository e-Voting period or joining virtual meeting & voting during the meeting. Participants Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.
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c) The facility for e-voting will also be made available during the AGM and the Shareholders attending the AGM who have not cast their vote by remote e-voting shall be eligible to vote through the e-voting system during the AGM. The Shareholders who have cast their vote by remote e-voting may also attend the AGM but shall not be entitled to cast their vote again. “Remote e-voting” means the facility of casting votes by a Member using an electronic voting system from a place other than venue of a general meeting.
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d) The remote e-voting period commences on Monday, September 27, 2021 at 9:00 A.M. and ends on Wednesday, September 29, 2021 at 5:00 P.M. During this period, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on Thursday, September 23, 2021 (“the cut-off date”) may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the member, the member shall not be allowed to change it subsequently.
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e) The voting rights of the Shareholders shall be in proportion to the paid-up value of their shares in the equity capital of the Company as on the cut-off date i.e. September 23, 2021 and a person who is not a Member as on the cut-off date should treat this Notice for information purpose only. In case of joint holders, only such joint holder who is named first in the order of names will be entitled to vote.
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f) The Board of Directors of the Company has appointed Mr. Jatin H. Kapadia, Practising Company Secretary (Membership No. ACS: 26725; COP No: 12043), as Scrutinizer to scrutinize the remote e-voting process and e-voting during the AGM in a fair and transparent manner.
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g) Members have an option to vote either Remote e-voting (availing the services provided by CDSL) OR by e-voting at the time of AGM. If members have cast their vote through remote e-voting, then they should not cast their vote at the meeting but they can attend meeting. However, if a member has voted through Remote e-voting and has again voted at the meeting, then the voting done through Remote e-voting shall prevail and voting done at the meeting shall be treated as invalid. Members attending meeting through VC/ OAVM who have not already cast their vote by remote e-voting shall be able to exercise their right at the time of AGM.
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h) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at https://www.evotingindia.com/ under help section or write to Mr. Rakesh Dalvi, Manager with email id: [email protected] and contact Helpdesk: 18002005533/ 022-22723333.
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i) Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL
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| **Login type ** | Helpdesk details | |
|---|---|---|
| Individual Shareholders holding securities in Demat mode with CDSL |
Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at 022- 23058738 and 22-23058542-43. |
|
| Individual Shareholders holding securities in Demat mode with NSDL |
Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] call at toll free no.: 1800 1020 990 and 1800 22 44 30 |
A. LOGIN METHOD FOR EVOTING AND JOINING VIRTUAL MEETINGS FOR PHYSICAL SHAREHOLDERS AND SHAREHOLDERS OTHER THAN INDIVIDUAL HOLDING IN DEMAT FORM
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1) The shareholders should log on to the e-voting website www.evotingindia.com.
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2) Click on “Shareholders” module.
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3) Now enter your User ID
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a. For CDSL: 16 digits beneficiary ID,
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b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
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c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
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4) Next enter the Image Verification as displayed and Click on Login.
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5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
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6) If you are a first-time user follow the steps given below:
For Shareholders holding shares in Demat Form other than individual and Physical Form PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders) Dividend Bank Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as Details recorded in your demat account or in the company records in order to login. OR Date of Birth • If both the details are not recorded with the depository or company, (DOB) please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).
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7) After entering these details appropriately, click on “SUBMIT” tab.
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8) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
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9) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.
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10) Click on the EVSN of the Company – GLOBE TEXTILES (INDIA) LIMITED on which you choose to vote.
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11) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
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12) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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13) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
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14) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
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15) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
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16) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
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17) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively. Please follow the instructions as prompted by the mobile app while voting on your mobile.
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18) Facility for Non – Individual Shareholders and Custodians –Remote Voting
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Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
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A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
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After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
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The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
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A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
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Alternatively Non Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.
PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES FOR OBTAINING LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE:
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For Physical shareholders:- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id: [email protected] & [email protected].
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• For Demat shareholders:- please provide Demat account details (CDSL-16 digit beneficiary ID or NSDL-16 digit DPID + CLID), Name, client master or copy of Consolidated Account statement, PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) to Company/RTA email id: [email protected] & [email protected].
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B. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/ OAVM ARE AS UNDER:
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1) Only those persons who are Members of the Company as on the cut-off date i.e. September 23, 2021 will be able to attend the AGM through VC/OAVM and a person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
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2) Members will be able to attend the AGM through VC/ OAVM at the CDSL e-Voting system. Members may access the same at https://www.evotingindia.com under shareholders/ members login by using the remote e-voting credentials. The link for VC/ OAVM will be available in shareholder/ members login where the EVSN of Company will be displayed.
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3) Facility of joining the AGM through VC/OAVM shall be opened 30 minutes before the time scheduled for the AGM and shall be kept open throughout the proceedings of AGM. The facility will be available for Members on first come first served basis.
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4) Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience
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5) For better experience, we recommend that you join the session with high-speed wired internet connectivity. This prevents Wi-Fi dropouts and speed issues.
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6) Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/ Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.
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7) For ease of conduct, members who would like to ask questions may send their questions in advance at least (7) days before AGM mentioning their name, demat account number/folio number, email id, mobile number at [email protected] and register themselves as a speaker. Those Members who have registered themselves as a speaker will only be allowed to express their views/ask questions during the AGM.
C. INSTRUCTIONS FOR SHAREHOLDERS FOR E-VOTING DURING THE AGM ARE AS UNDER: -
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1) The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
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2) Only those Members, who are present in the AGM through VC/ OAVM facility and have not cast their vote on the Resolution(s) through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the AGM.
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3) If any votes are cast by the Members through e-voting available during the AGM and if the same Members have not participated in the meeting through VC/OAVM facility, then the votes cast by such Members shall be considered invalid as the facility of e-voting during the meeting is available only to the Members attending the meeting.
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4) Members who have voted through Remote e-Voting will be eligible to attend the AGM however; they will not be able to vote at the AGM.
DECLARATION OF VOTING RESULTS
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The Scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, first count the votes cast at the meeting, thereafter unblock the votes cast through remote e voting and make not later than 2 days of conclusion of the meeting, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman and/or Director or a person authorized by him in writing who shall counter sign the same.
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The results shall be declared forthwith upon receipt of the Scrutinizer’s Report. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.globetextiles.net, its Notice Board and on the website of CDSL and communicated to the stock exchanges where shares of the Company are listed.
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GENERAL INSTRUCTIONS
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All documents, transfers, dematerialization requests and other communications in relation thereto should be addressed directly to the Company’s Registrar & Share Transfer Agents.
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The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN to the Company / Registrar and Share Transfer Agent (RTA).
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Pursuant to Section 72 of the Companies Act, 2013, members are entitled to make a nomination in respect of shares held by them. Members desirous of making a nomination, pursuant to Rule 19(1) of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No. SH-13 to the RTA of the Company. Further, members desirous of cancelling/varying nomination pursuant to Rule 19(9) of the Companies (Share Capital and Debentures) Rules, 2014, are requested to send their requests in Form No. SH-14 to the RTA of the Company. These forms will be made available on request.
CONTACT DETAILS
| Company | GLOBE TEXTILES (INDIA) LIMITED |
|---|---|
| CIN | L65910GJ1995PLC027673 |
| Registered Office | Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad – 380008 |
| Phone | 079-2293 1881 to 1885 |
| [email protected] | |
| Registrar and Share Transfer Agent |
Bigshare Services Private Limited A-802, Samudra Complex, Near Klassic Gold Hotel, Off C.G Road, Navrangpura, Ahmedabad – 380009 Phone: 079-40024135 Email :[email protected] Web:www.bigshareonline.com |
| E-voting Agency | Central Depository Services (India) Limited Email:[email protected] Phone: 022-22723333/8588 |
| Scrutinizer | M/s. K. Jatin & Co., 307, Abhijyot Square, B/h. Divya Bhaskar House, S. G. High-Way, Ahmedabad – 380 051 Tel. No.: 079 – 4894 4655 Email:[email protected] COP: 12043 ACS: 26725 |
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STATEMENT SETTING OUT MATERIAL FACTS IN RESPECT OF THE SPECIAL BUSINESSES PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013 (THE ACT), SECRETARIAL STANDARD-2 ON GENERAL MEETINGS AND REGULATION 36 OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 (THE LISTING REGULATIONS)
Item No. 3
Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors in their meeting held on March 30, 2021, appointed Mr. Rajatkumar Dineshbhai Patel (DIN: 09124295), as an Additional Director under Section 161(1) of the Act, in the Independent category, for a period of three years effective from March 30, 2021. Mr. Rajatkumar Dineshbhai Patel, shall hold office upto the date of the ensuing Annual General Meeting and is eligible for appointment as Independent Director.
The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr. Rajatkumar Dineshbhai Patel for the office of Director of the Company. He is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given his consent to act as a Director in Form DIR-2. The Company has received a declaration from him stating that he has not been debarred from holding the office of Director pursuant to any SEBI Order and meets the criteria of independence as prescribed both under subsection (6) of Section 149 of the Act and under the Listing Regulations. In the opinion of the Board, Mr. Rajatkumar Dineshbhai Patel fulfils the conditions for appointment as an Independent Director as specified in the Act and the Listing Regulations and he is independent of the management and possesses appropriate skills, experience and knowledge.
Mr. Rajatkumar Dineshbhai Patel is having good knowledge of accounts, audit, finance and taxation and having more than three years of experience in this field. The Board is of the opinion that the Company would benefit immensely from his professional experience and expertise.
In terms of Section 160 of the Act, the Company has received a notice in writing from one of the members proposing the candidature of Mr. Rajatkumar Dineshbhai Patel for appointment.
Disclosure under Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 issued by the Institute of Company Secretaries of India are set out in the Annexure to the Statement setting out material facts.
Except Mr. Rajatkumar Dineshbhai Patel, who is seeking appointment, and his relatives, no other Director and Key Managerial Personnel of the Company including their relatives are concerned or interested, financially or otherwise, in the resolution set out at item no. 3 of the Notice of the AGM. This Statement may also be regarded as an appropriate disclosure under the Listing Regulations.
The Board recommends passing of the resolution as set out at item no. 3 of the Notice of the AGM as an Ordinary Resolution.
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Item No. 4
Mr. Bhavik Suryakant Parikh appointed as a Chairman and Managing Director of the Company for a period of five years effective from February 28, 2017. He is on the Board since on April 03, 2012. He holds a degree of Bachelor of Science from the City University of New York. He is actively engaged in managing the company since his appointment as a Director. He has more than 25 years of experience in the textile industry. He has been instrumental in taking major policy decision of the Company. He is playing vital role in formulating business strategies and effective implementation of the same. He is responsible for the expansion and overall management of the business of our Company. His leadership abilities have been instrumental in leading the core team of our Company.
Considering his contribution to the growth trajectory of the Company, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on August 14, 2021, re-appointed Mr. Bhavik Suryakant Parikh, as a Chairman and Managing Director, for a period of three years effective from August 14, 2021, subject to the approval of members of the Company at the 26[th] Annual General Meeting. The office of directorship of Mr. Bhavik Suryakant Parikh, shall not be liable to retire by rotation. He is not entitled for sitting fee for attending the meetings of the Board or Committees thereof.
Brief resume of Mr. Bhavik Suryakant Parikh, along with disclosures required under the Listing Regulations and Secretarial Standard – 2 on General Meeting issued by the Institute of Company Secretaries of India, is given in the Annexure accompanying this Notice. Directors seek the approval of the members for re-appointment of Mr. Bhavik Suryakant Parikh, as a Chairman and Managing Director by way of passing a Special Resolution. Accordingly, the Board of Directors recommend passing of the Special Resolution contained at item no.4 of the accompanying Notice.
Other than Mr. Bhavik Suryakant Parikh, Mr. Bhavin Parikh and Mrs. Purvi Parikh and their relatives, no other Director and Key Managerial Personnel including their relatives are concerned or interested, financially or otherwise, in the Special Resolution set out at item no. 4 of the accompanying Notice.
Item No. 5
Mr. Nilaybhai Jagdishbhai Vora was origionally appointed on Board on March 31, 2008 and further designed as a Whole-time Director of the Company for a period of five years effective from February 28, 2017. He holds a degree of Bachelor of Commerce from the Gujarat University. He is entrusted with the responsibility to look after the marketing of our Company. He is young and dynamic person, having more than 18 years of experience in textile industry and he is presently looking into the marketing and production related matters of the Company.
Considering his contribution to the growth trajectory of the Company, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company in their meeting held on August 14, 2021, re-appointed Mr. Nilaybhai Jagdishbhai Vora, as Whole-time Director, for a period of three years effective from August 14, 2021, subject to the
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approval of members of the Company at the 26[th] Annual General Meeting. The office of directorship of Mr. Nilaybhai Jagdishbhai Vora shall be liable to retire by rotation. He is not entitled for sitting fee for attending the meetings of the Board or Committees thereof.
Brief resume of Mr. Nilaybhai Jagdishbhai Vora, along with disclosures required under the Listing Regulations and Secretarial Standard – 2 on General Meeting issued by the Institute of Company Secretaries of India, is given in the Annexure accompanying this Notice. Directors seek the approval of the members for re-appointment of Mr. Nilaybhai Jagdishbhai Vora, as Whole-time Director by way of passing a Special Resolution. Accordingly, the Board of Directors recommend passing of the Special Resolution contained at item no. 5 of the accompanying Notice.
Other than Mr. Nilaybhai Jagdishbhai Vora and his relatives, no other Director and Key Managerial Personnel including their relatives are concerned or interested, financially or otherwise, in the Special Resolution set out at item no. 5 of the accompanying Notice.
Item No. 6
The Company is expected to render support for the business requirements of other companies in the group, from time to time. However, owing to certain restrictive provisions contained in the Section 185 of the Companies Act, 2013, the Company was unable to extend financial assistance by way of loan, guarantee or security to:
| Name of the entity |
Constitution of entity / person |
Relation with the Company / Directors |
|---|---|---|
| Globe Denwash Private Limited |
Private Limited Company |
Mr. Bhavik Parikh, Managing Director, Mr. Bhavin Parikh, CEO/CFO and Mr. Nilay Vora, Whole-time Director are the Directors and Member of the Company. |
In the light of amendments notified effective May 7, 2018, inter-alia replacing the provisions Section 185 of Companies Act, 2013, the Company with the approval of members by way of special resolution, would be in a position to provide financial assistance by way of loan or give guarantee or provide security in respect of loans taken, for their principal business activities to the entities/person stated above.
The members may note that board of directors would carefully evaluate proposals and provide such loan, guarantee or security proposals through deployment of funds out of internal resources / accruals and / or any other appropriate sources, from time to time, only for principal business activities. Hence, in order to enable the company to advance loan to above stated entities/person in which Directors are interested directly or indirectly under section 185 of the Companies Act, 2013 requires approval of members by a Special Resolution.
The Board of Directors Recommend the Special Resolution set out at Item No. 6 for approval by the members.
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None of Directors except, Mr. Bhavik Suryakant Parikh, Mr. Nilaybhai Jagdishbhai Vora, Mr. Bhavin Suryakant Parikh & Mrs. Purvi Bhavin Parikh along with their relatives are interested in the said resolution except to the extent of their Shareholding.
Item No. 7
Your Company is involved in the business of purchase/sale of garments, fabrics and garments washing job work contracts with M/s. Globe Denwash Private Limited, the Company promoted by Mr. Bhavik Parikh, Mr. Bhavin Parikh and Mr. Nilaybhai Vora, Managing Director, CEO & CFO and Whole-time Director of this Company respectively. Further, your Company is also involved in the business of purchase/sale of fabrics, garments and job work contracts with M/s. Kunthunath Impex LLP, the LLP promoted by Mr. Bhavin Parikh and Mrs. Purvi Parikh, CEO & CFO and Director of this Company respectively. The transactions enter into / to be entering into with both of these related parties are in ordinary course of business.
Your company has noted that M/s. Globe Denwash Private Limited and M/s. Kunthunath Impex LLP fall under the category of related parties of the Company in terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as notified and amended from time to time. The provisions of this regulation read with Policy on Related Party Transactions approved and notified by the Board of Directors of the Company consider a transaction with a related party material if the transaction/ transactions to be entered into individually or taken together with previous transactions during a financial year exceeds 10% of the Annual consolidated turnover of the company as per the last audited financial statements of the Company. Further, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time require all material related party transactions to be approved by the shareholders through special resolution and the related parties shall abstain from voting on such resolutions.
The Company envisages that the transactions entered into with M/s. Globe Denwash Private Limited and/or M/s. Kunthunath Impex LLP whether individually and/or in aggregate would exceed the stipulated threshold limit, therefore requires the approval of the shareholders by special resolution for entering into such transaction(s)/ Contract(s)/ arrangement(s) with M/s. Globe Denwash Private Limited and/or M/s. Kunthunath Impex LLP upto a maximum amount as mentioned in the resolution in each financial year from the FY 2021-22 for a period of 3 years.
All related parties shall abstain from voting on this resolution.
The relevant information is as follows:
| Name of Related Parties | Globe Denwash Private Limited | Kunthunath Impex LLP |
|---|---|---|
| Name of the Director or KMP who is related and Nature of relationship |
Mr. Bhavik Parikh, Mr. Bhavin Parikh & Mr. Nilay Vora are Directors and Shareholders in the Company |
Mrs. Purvi Parikh and Mr. Bhavin Parikh are Designated Partners in LLP |
| Monetary Value | The estimated aggregate contract value for the matters proposed in the resolution shall not exceed Rs. 100 Crores in |
The estimated aggregate contract value for the matters proposed in the resolution shall not exceed Rs. 50 Crores |
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| each financial year for 3 consecutiveyears. |
in each financial year for 3 consecutiveyears. |
|
|---|---|---|
| Nature, material terms and particulars of arrangements |
Purchase and sale of all type of fabrics, garments, job work contracts and other arrangements incidental thereto and relating to the job work contracts. |
Purchase and sale of all type of fabrics, garments, job work contracts and other arrangements incidental thereto and relating to the job work contracts. |
| Any advance paid or received for the arrangement if any |
As per industry norms, custom and uses |
As per industry norms, custom and uses |
| Tenure of Contract | 3years w.e.f. FY 2021-22 | 3years w.e.f. FY 2021-22 |
| Any other information relevant or important for the members to take a decision on the proposed resolution |
Nil | Nil |
The Audit committee and the Board of the Directors of the Company have considered these proposed arrangements and limits at their meeting held on March 30, 2021 have approved the proposed arrangements with the Related Parties i.e. M/s. Globe Denwash Private Limited and M/s. Kunthunath Impex LLP and have also decided to seek approval of shareholders by way of special resolution pursuant to section 188 of the Companies Act 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 as amended from time to time.
None of Directors except, Mr. Bhavik Suryakant Parikh, Mr. Nilaybhai Jagdishbhai Vora, Mr. Bhavin Suryakant Parikh & Mrs. Purvi Bhavin Parikh along with their relatives are interested in the said resolution except to the extent of their Shareholding.
The Board recommends the Special Resolution set out at Item No. 7 of the Notice for approval by the Shareholders.
Registered Office : Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Date: 14/08/2021 Place: Ahmedabad
By Order of the Board of Directors For, GLOBE TEXTILES (INDIA) LIMITED
Bhavik Suryakant Parikh Chairman & Managing Director (DIN: 00038223)
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ANNEXURE TO THE NOTICE
BRIEF PROFILE OF DIRECTOR RETIRE BY ROTATION / SEEKING APPOINTMENT / RE-APPOINTMENT AT THE 26[th] ANNUAL GENERAL MEETING OF THE COMPANY (In pursuance of Regulation 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015)
| Name of Director | Mr. Rajatkumar Dineshbhai Patel |
Mr. Nilaybhai Jagdishbhai Vora | Mr. Bhavik Suryakant Parikh |
|---|---|---|---|
| DIN | 09124295 | 02158990 | 00038223 |
| Date of Birth | July 19, 1995 | November 30, 1985 | November 12, 1972 |
| Date of Appointment / Re-Appointment / Change in Designation |
March 30, 2021 | August 14, 2021 | August 14, 2021 |
| Qualification and Expertise in Specific functional area |
Mr. Rajatkumar Dineshbhai Patel is a Bachelor of Computer Application from Gujarat University. He also has good experience of accounts, audit, taxation and finance and having more than 3 years of experience in the audit and taxation field. |
Mr. Nilaybhai Jagdishbhai Vora holding the degree of Bachelor of Commerce from the Gujarat University. He is entrusted with the responsibility to look after the marketing of our Company. He is young and dynamic person, having more than 18 years of experience in textile industry and he is presently looking into the marketing and production related matters of the Company. |
Mr. Bhavik Suryakant Parikh is Chairman and Managing Director and also the Promoter of our Company. He holds a degree of Bachelor of Science from the City University of New York. He is actively engaged in managing the company since his appointment as a Director. He has more than 25 years of experience in the textile industry. He has been instrumental in taking major policy decision of the Company. He is playing vital role in formulating business strategies and effective implementation of the same. He is responsible for the expansion and overall management of the business of our Company. His leadership abilities have been instrumental in leading the core team of our Company. |
| Terms and Conditions of appointment |
As per the resolution at Item No. 3 of the Notice convening this Meeting read with explanatory statement thereto |
As per the resolution at Item No. 4 of the Notice convening this Meeting read with explanatory statement thereto |
As per the resolution at Item No. 5 of the Notice convening this Meeting read with explanatory statement thereto |
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| Remuneration Last Drawn |
Not Applicable | Rs. 5.35 Lakhs | Rs. 7.14 Lakhs |
|---|---|---|---|
| Remuneration proposed to be paid |
As per the resolution at Item No. 3 of the Notice convening this Meeting read with explanatory statement thereto |
As per the resolution at Item No. 4 of the Notice convening this Meeting read with explanatory statement thereto |
As per the resolution at Item No. 5 of the Notice convening this Meeting read with explanatory statement thereto |
| Directorships of other Boards as on March 31, 2021 |
Nil | Globe Denwash Private Limited Naminath Prohouse Private Limited |
Globe Denwash Private Limited |
| Membership / Chairmanship of Committees of other Boards as on March 31, 2021 |
Nil | Nil | Nil |
| Shareholding in the Company as on March 31, 2021 |
Nil | 12,04,000 Equity Shares | 23,58,860 Equity Shares |
| Relationship with other Directors / Key Managerial Personnel |
None | None | Mr. Bhavik Suryakant Parikh is a brother of Mr. Bhavin Suryakant Parikh (CEO & CFO) & brother- in-law of Mrs. Purvi Bhavin Parikh (Director). |
| Number of meetings of the Board attended during the financial year (2020- 21) |
Not Applicable | Seven (7) | Seven (7) |
Registered Office :
Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Date: 14/08/2021 Place: Ahmedabad
By Order of the Board of Directors For, GLOBE TEXTILES (INDIA) LIMITED Bhavik Suryakant Parikh Chairman & Managing Director (DIN: 00038223)
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Globe Textiles (India) Limited
Regd. Office: Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC, Khokhra, Ahmedabad - 380008 CIN: L65910GJ1995PLC027673 Phone: +91 79 2644 1880 | Email: [email protected] | Website: www.globetextiles.net
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