GLOBE ENTERPRISES (INDIA) LIMITED — Proxy Solicitation & Information Statement 2020

Oct 3, 2020

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GLOBE TEXTILES (INDIA) LIMITED

CIN: L65910GJ1995PLC027673

Reg. Office: Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad – 380008 Email Id: cs@globetextiles.net Website: www.globetextiles.net

Notice

NOTICE is hereby given that the Extra-Ordinary General Meeting of the members of Globe Textiles (India) Limited will be held on Thursday, 29[th ] October, 2020 at 3.30 p.m. through video conferencing / other audio visual means to transact the following businesses:

SPECIAL BUSINESS:

1. APPROVAL OF LOANS, INVESTMENTS, GUARANTEE OF SECURITIES UNDER SECTION 185 OF THE COMPANIES ACT, 2013

To consider and if thought fit to pass 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 ₹ 50 Crores (Rupees Fifty 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 Relation with the Company / Directors entity / person Globe Denwash Private Limited Mr. Bhavik Parikh, Managing Director, Mr. Bhavin Private Limited Company 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.”

Regd Office : By Order of the Board of Directors Plot No. 38 to 41, Ahmedabad Apparel Park, For, GLOBE TEXTILES (INDIA) LIMITED GIDC Khokhra, Ahmedabad,

Gujarat – 380 008 Sd/Date: 03/10/2020 Bhavik Suryakant Parikh Place: Ahmedabad Chairman & Managing Director (DIN: 00038223)

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Notes:-

1. In view of the massive outbreak of the COVID-19 pandemic, social distancing is a norm to be followed, the Government of India, Ministry of Corporate Affairs allowed conducting EGM through Video Conferencing (VC) or Other Audio-Visual Means (OAVM) and dispended the personal presence of the members at the meeting. Accordingly, the Ministry of Corporate Affairs issued Circular No. 14/2020 dated April 08, 2020, Circular No. 17/2020 dated April 13, 2020, Circular No. 20/2020 dated May 05, 2020 and Circular No. 33/2020 dated September 28, 2020 prescribing the procedures and manner of conducting the EGM through VC/OAVM. In terms of the said circulars, the Extra-Ordinary General Meeting (EGM) of the members will be held through VC/OAVM. Hence, members can attend and participate in the EGM through VC/OAVM only. The detailed procedure for participation in the meeting through VC/OAVM is as per Note No. 10 and available at the Company’s website www.globetxtiles.net.

2. Pursuant to the Circular No. 14/2020 dated April 08, 2020 and Circular No. 33/2020 dated September 28, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote for the members is not available for this EGM. However, the Body Corporate are entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate thereat and cast their votes through e-voting.

3. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

4. In line with the aforesaid Ministry of Corporate Affairs (MCA) Circulars, the Notice of EGM is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Member may note that Notice of EGM has been uploaded on the website of the Company at www.globetextiles.net. The Notice of EGM can also be accessed from the websites of the Stock Exchange i.e. National Stock Exchange

of India Limited at www.nseindia.com respectively.

1. The Register of Directors’ and Key Managerial Personnel and their shareholding maintained under Section 170 of the Companies Act, 2013, the Register of contracts or arrangements in which the Directors are interested under Section 189 of the Companies Act, 2013 and all other documents referred to in the Notice will be available for inspection in electronic mode.

2. The Members can join the Extra-Ordinary General Meeting through the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the Extra-Ordinary General Meeting through VC/OAVM will be made available for 1,000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the EGM without restriction on account of first come first served basis.

3. Process and manner for members opting for voting through Electronic means:

I. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020, May 05, 2020 and September 28, 2020 the Company is providing facility of remote e- voting to its Members in respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL), as the Authorized e-voting agency for facilitating voting through electronic means. The facility of casting votes by a member using remote e- voting as well as e-voting system on the date

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of the EGM Meeting will be provided by CDSL.

II. Members whose names are recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e. Thursday, 22[nd] October, 2020, shall be entitled to avail the facility of remote e- voting as well as e-voting system on the date of the EGM. Any recipient of the Notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

III. A person who has acquired the shares and has become a member of the Company after the dispatch of the Notice of the EGM and prior to the Cut-off date i.e. 22[nd] October, 2020, shall be entitled to exercise his/her vote either electronically i.e. remote e-voting or e-voting system on the date of the EGM by following the procedure mentioned in this part.

IV. The remote e-voting will commence on Monday, 26[th] October, 2020 at 9.00 a.m. and ends on Wednesday, 28[th] October, 2020 at 5.00 p.m. During this period, the members of the Company holding shares as on the Cutoff date i.e. Thursday, 22[nd] October, 2020 may cast their vote electronically. The members will not be able to cast their vote electronically beyond the date and time mentioned above and the remote e-voting module shall be disabled for voting by CDSL thereafter.

Those Members, who will be present in the EGM through VC / OAVM facility and have not cast their vote on the Resolution through remote e-voting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the EGM.

V. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again. The voting rights of the members shall be in proportion to their share in the paid-up equity share capital of the Company as on the Cut-off date i.e. Thursday, 22[nd] October, 2020.

VI. The Company has appointed PCS Jatin H. Kapadia, Practising Company Secretary (Membership No. ACS 26725; COP No 12043) to act as the Scrutinizer for conducting the remote e-voting process as well as the e-voting system on the date of the EGM, in a fair and transparent manner.

1. Process for those shareholders whose email ids are not registered:

2. a. Members holding shares in Demat mode can get their E-mail ID registered by contacting their respective Depository Participant or by email to cs@globetextiles.net.

3. The instructions for shareholders for remote voting are as under:

4. i . The voting period begins on Monday, 26[th] October, 2020 at 09.00 a.m. and ends on Wednesday, 28[th] October, 2020 at 5.00 p.m. During this period shareholders of the Company, as on the cut-off date i.e. Thursday, 22[nd] October, 2020 may cast their vote electronically. The e- voting module shall be disabled by CDSL for voting thereafter.

5. ii . Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting.

iii . The shareholders should log on to the e voting website www.evotingindia.com.

iv . Click on Shareholders.

v . Now Enter your User ID

( a ) For CDSL: 16 digits beneficiary ID,

( b ) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

( c ) Members holding shares in Physical Form should enter Folio Number registered with the Company

vi . Next enter the Image Verification as displayed and Click on Login.

vii . If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

viii . If you are a first-time user follow the steps given below:

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	For Members holding shares in Demat Form 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) Members who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number which is printed on Postal Ballot/ Attendance Slip indicated in the PAN field. The Sequence Number will be intimated to such member by way of a letter. In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.
Date of Birth OR Dividend Bank Details	Enter the Date of Birth as recorded in your demat account or in the company records for the said demat account or folio in dd/mm/yyyy format. Enter the Dividend Bank Details as recorded in your demat account or in the company records for the said demat account or folio. If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field.

ix . After entering these details appropriately, click on “SUBMIT” tab.

x . Members holding shares in physical form will then directly reach the Company selection screen. However, members 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.

xi . For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

xii . Click on the EVSN of the Company – GLOBE TEXTILES (INDIA) LIMITED on which you choose to vote.

xiii . 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.

xiv . Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

xv . 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.

xvi . Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

xvii . You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

xviii . 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.

xix . Shareholders can also cast their vote using CDSL’s mobile app m-Voting. 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.

xx . Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to www.evotingindia.com and register themselves as Corporate.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com.

• 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.

• The list of accounts linked in the login should be mailed to helpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney

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(POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

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. Please follow the instructions as prompted by the mobile app while voting on your mobile. 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 www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com.

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 www.evotingindia.com, under help section or write an email to helpdesk.evoting@cdslindia.com or call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call 1800225533.

1. The instructions for shareholders voting on the day of the EGM on e-voting system are as under:

2. 1 . The procedure for e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting. 2 . Only those Members/shareholders, who will be present in the EGM through VC/OAVM facility and have not casted their vote on the Resolutions through remote e- Voting and are otherwise not barred from doing so, shall be eligible to vote through e- Voting system available in the EGM.

3. 3 . If any Votes are cast by the members through the e-voting available during the EGM 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 participating in the meeting.

4 . Members who have voted through Remote e-Voting will be eligible to attend the EGM. However, they will not be eligible to vote at the EGM.

1. The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.globetextiles.net within three days of the passing of the Resolutions at the EGM of the Company and shall also be communicated to the Stock Exchanges where the shares of the Company are listed.

2. Instructions for members for attending the EGM through VC/OAVM are as under:

3. Member will be provided with a facility to attend the EGM through VC/OAVM or view the live webcast of EGM through 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.

4. Members are encouraged to join the Meeting through Laptops for better experience. 3. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

5. 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.

6. For ease of conduct, members who would like to ask questions may send their questions in advance at least (7) days before EGM mentioning their name, demat account number/folio number, email id, mobile number at cs@globetextiles.net and register themselves as a speaker. Those Members who have registered themselves as a speaker will only be allowed to

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express their views/ask questions during the EGM.

1. Since the EGM will be held through VC/OAVM, the Route Map is not annexed in this Notice.

2. If you have any queries or issues regarding attending EGM & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com under help section or write an email to helpdesk.evoting@cdslindia.com or contact Mr.

Nitin Kunder (022- 23058738 ) or Mr. Mehboob Lakhani (022-23058543) or Mr. Rakesh Dalvi (022-23058542).

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25[th] Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to helpdesk.evoting@cdslindia.com or call on 02223058542/43.

Regd Office

By Order of the Board of Directors For, GLOBE TEXTILES (INDIA) LIMITED

Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad, Place: Ahmedabad

Chairman & Managing Director

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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		cs@globetextiles.net
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 :bssahd@bigshareonline.com Web:www.bigshareonline.com
E-voting Agency		Central Depository Services (India) Limited Email:helpdesk.evoting@cdslindia.com 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:cskjco@gmail.com COP: 12043 ACS: 26725

Regd Office : By Order of the Board of Directors Plot No. 38 to 41, Ahmedabad Apparel Park, For, GLOBE TEXTILES (INDIA) LIMITED GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Sd/Date: 03/10/2020 Bhavik Suryakant Parikh Place: Ahmedabad Chairman & Managing Director (DIN: 00038223)

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

In conformity with the provisions of Section 102 of the Companies Act, 2013, following Explanatory Statement sets out all material facts relating to the Special Business mentioned at Item No. 1 of the accompanying notice dated 03[rd] October, 2020 should be taken as forming part of Notice.

Item No. 1

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. 1 for approval by the members.

None of Directors except, Mr. Bhavik S. Parikh, Mr. Nilay J. Vora, Mr. Bhavin S. Parikh & Mrs. Purvi B. Parikh along with their relatives are interested in the said resolution except to the extent of their Shareholding.

Regd Office : By Order of the Board of Directors Plot No. 38 to 41, Ahmedabad Apparel Park, For, GLOBE TEXTILES (INDIA) LIMITED GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Sd/Date: 03/10/2020 Bhavik Suryakant Parikh Place: Ahmedabad Chairman & Managing Director (DIN: 00038223)

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