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GLOBE ENTERPRISES (INDIA) LIMITED Proxy Solicitation & Information Statement 2021

Jul 3, 2021

61735_rns_2021-07-03_a111f34c-b495-4ae2-a7d1-50af70e4fed7.pdf

Proxy Solicitation & Information Statement

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Date: 3[rd] July, 2021

To, National Stock Exchange Limited Exchange Plaza, Bandra – Kurla Complex, Bandra (East), Mumbai – 400 051

Dear Sir,

Sub: Notice of Extraordinary General Meeting NSE Symbol: GLOBE

Pursuant to Regulation 30 read with Part A of Schedule III of the SEBI (LODR) Regulations, 2015 as amended, please find enclosed notice of the Extra-Ordinary General Meeting (‘ EGM ’) of the members of Globe Textiles (India) Limited scheduled to be held on Tuesday, July 27, 2021 at 3:30 p.m. (IST) through video conferencing (“ VC ”) or other audio-visual means (“ OAVM ”).

In this regard, the Company has provided facility to exercise voting rights on the business proposed at the EGM by electronic means by using e-voting facility provided by Central Depository Services (India) Limited (‘CDSL’).

Kindly take the same on record.

Thanking you,

Yours faithfully, For, Globe Textiles (India) Limited

BHAVIK Digitally signed by BHAVIK SURYAKA SURYAKANT PARIKH NT PARIKH Date: 2021.07.03 14:56:12 +05'30'

_______ Bhavik Suryakant Parikh Managing Director DIN: 00038223

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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: [email protected] Website: www.globetextiles.net Tel.: 079-2293 1881 to 1885


NOTICE

Notice is hereby given that the Extra-Ordinary General Meeting (“ EGM ”) of the Members of Globe Textiles (India) Limited (“Company”) will be held on Tuesday, July 27, 2021 at 3:30 p.m. (IST) , through video conferencing (“VC”) or other audio-visual means (“OAVM”), to transact the following Special businesses:

SPECIAL BUSINESS:

1. AUTHORISATION UNDER SECTION 186 OF THE COMPANIES ACT, 2013

To consider and if thought fit to pass, with or without modification, the following resolution as a Special Resolution :

“RESOLVED THAT in supersession of the special resolution passed by the Members of the Company at the General Meeting held on 4[th] March, 2017 and pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014 as amended from time to time and other applicable provisions of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof for the time being in force), if any, consent of the shareholders of the Company be and is hereby accorded to (a) give any loan to any person(s) or other body corporate(s) ; (b) give any guarantee or provide security in connection with a loan to any person(s) or other body corporate(s) ; and (c) acquire by way of subscription, purchase or otherwise, securities of any other body corporate from time to time in one or more tranches as the Board of Directors as in their absolute discretion deem beneficial and in the interest of the Company, for an amount not exceeding Rs.150,00,00,000 (Rupees One Hundred and Fifty Crores Only) outstanding at any time, notwithstanding that such investments, outstanding loans given or to be given and guarantees and security provided are in excess of the limits prescribed under Section 186 of the Companies Act, 2013.

RESOLVED FURTHER THAT for the purpose of giving effect to the above, Executive Directors and Company Secretary of the Company, be and are hereby severally authorized to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to all matters arising out of and incidental thereto and to sign and to execute deeds, applications, documents and file returns with Registrar of Companies, that may be required, on behalf of the Company and generally to do all such acts, deeds, matters and things as may be necessary, proper, expedient or incidental for giving effect to this resolution.”

2. INCREASING THE BORROWING POWERS UNDER SECTION 180(1) (C) OF THE COMPANIES ACT, 2013 UP TO 300 CR.

To consider and if thought fit to pass, with or without modification, the following Resolution as a Special Resolution:

"RESOLVED THAT in supersession of the special resolution passed by the Members of the Company at the General Meeting held on 4[th] March, 2017 and pursuant to the provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory

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modifications thereof) and any rules and regulations made there under, the consent of the members of the Company be and is hereby accorded by way of special resolution, to the Board of Directors of the Company ("Board"), to borrow from time to time for the purpose of Company’s business and in accordance with Memorandum and Articles of Association of the Company, as it may think fit, any sum or sums of money on such terms and conditions as the Board may deem fit, by way of loans or otherwise from banks or any other persons, up to an aggregate amount of Rs. 300 Crores (Rupees Three Hundred Crores) notwithstanding that the monies to be borrowed, together with the monies already borrowed by the Company (apart from the temporary loans obtained from the Company's bankers in the ordinary course of business), may exceed the aggregate, for the time being, of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and to sign and execute all such deeds, documents and instruments as may be necessary, expedient and incidental thereto to give effect to this resolution.”

3. CREATION OF SECURITY ON THE PROPERTIES OF THE COMPANY, BOTH PRESENT AND FUTURE, IN FAVOUR OF LENDERS

To consider and, if thought fit, to pass, with or without modification(s), the following resolution as a Special Resolution :

“RESOLVED THAT in supersession of the special resolution passed by the Members of the Company at the General Meeting held on 4[th] March, 2017 and pursuant to the provisions of Section 180(1)(a) and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Meetings of Board and its Powers) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, for the time being in force, and the Articles of Association of the Company, consent of the Members be and is hereby accorded to the Board of Directors of the Company for mortgaging and /or charging and/or hypothecating all or any of the movable or immovable properties wherever situated, both present and future, the whole or substantially whole of the undertaking or the undertakings of the Company for the purpose of securing any loan obtained or proposed to be obtained by the Company from the concerned lender/ financial institution/s or person(s) for an amount not exceeding Rs. 300 Crore (Rupees Three Hundred Crore) together with interest, costs, charges, expenses and any other money payable under the respective arrangement to be entered into/to be entered by the company to the concern lenders.

RESOLVED FURTHER THAT the securities to be created by the Company as aforesaid may rank prior / paripassu / subservient with / to the mortgages and /or charges already created or to be created in future by the Company or in such other manner and ranking as may be thought expedient by the Board and as may be agreed to between the concerned parties.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds and things and to sign all such documents as may be necessary, expedient and incidental thereto to give effect to this resolution.”

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4. APPROVAL FOR SUB-DIVISION OF SHARES

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Section 61 (including any modification or reenactment thereof) and any other applicable provisions, if any, of the Companies Act, 2013 (Act) read together with the provisions of the Rules under the Act and read with any other provisions of law, as applicable for the time being and subject to approvals, consents, permissions and sanctions as may be necessary from any authority, whether statutory or otherwise, the Authorized Share Capital of the Company comprising of 1,10,00,000 (One Crore Ten Lakhs) Ordinary Shares of the face value of Rs.10/- (Rupees Ten Only) each aggregating to Rs. 11,00,00,000/- (Rupees Eleven Crores Only) be and is hereby subdivided into 5,50,00,000 (Five Crores Fifty Lakh) Ordinary Shares of face value of Rs.2/- (Rupees Two Only) each, with effect from the ‘Record Date’ to be determined or as determined by the Board of Directors (hereinafter referred to as ‘the Board’, which expression shall be deemed to include the existing Committee of Directors thereof) from time to time.”

“RESOLVED FURTHER THAT the Rs. 10,07,61,000 (Rupees Ten Crore Seven Lakh Sixty One Thousands Only) issued, subscribed and fully paid-up Ordinary Share Capital of the Company, comprising of 1,00,76,100 (One Crore Seventy Six Thousand One Hundred) Ordinary Shares of the face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 10,07,61,000/- (Rupees Ten Crore Seven Lakh Sixty One Thousand Only) be sub-divided into 5,03,80,500 (Five Crores Three Lakh Eighty Thousand Five Hundred) Ordinary Shares of the face value of Rs. 2/- (Rupees Two Only) each as on the Record Date to be determined or as determined by the Board or any Committee thereof from time to time.”

“RESOLVED FURTHER THAT incase of fractional shares, if any arising out of the issue and allotment of the subdivided Shares, the Company shall not issue any certificate or coupon in respect thereof but all such fractional entitlements, if any, shall be consolidated and shall be allotted by the Board or any Committee thereof in either dematerialized form or in physical form or partly in dematerialized form and partly in physical form to one of the Directors of the Company, whether executive or otherwise, by whatever name called, as had been nominated or to be nominated by the Board or any Committee thereof for this purpose, who shall hold the same as trustee(s) for the members entitled thereto, and distribute the same to Members in proportion to their fractional entitlements post issue of bonus share thereon or otherwise.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution and for removal of any doubts or difficulties, the Board or any Committee thereof be and is hereby authorized to do, perform and execute all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, expedient, usual or proper and to settle any question or doubts that may arise in this regard at any stage including at the time of sub-division of shares thereon without requiring by the Board or any Committee thereof to secure any further consent or approval of the members of the Company to the end and intent that they shall be deemed to have given their approval thereto and for matters connected herewith or incidental hereto expressly by the authority of this resolution, or as the Board or any Committee thereof in its absolute discretion may think fit and its decision shall be final and binding on all members and other interested persons and to do all acts connected herewith or incidental hereto including but not limited to delegation of their powers to such person or persons as may be deemed expedient and the members hereby ratify and adopt all such decision, action, etc. as had been taken or undertaken by the Board or any Committee thereof in this regard.”

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5. APPROVAL FOR ALTERATION OF THE CAPITAL CLAUSE OF THE MEMORANDUM OF ASSOCIATION

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to the provisions of Sections 13 and 61 (including any modification or reenactment thereof) and any other applicable provisions, if any, of the Companies Act, 2013 (Act) read together with the provisions of the Rules under the Act and read with any other provisions of law, as applicable for the time being and subject to approvals, consents, permissions and sanctions as may be necessary from any authority, whether statutory or otherwise, Clause 5 of the Memorandum of Association of the Company be and is hereby amended and substituted by the following:

The Share Capital of the Company is Rs. 30,50,00,000/- (Rupees Thirty Crores Fifty Lakhs Only) divided into in 15,25,00,000 (Fifteen Crore Twenty Five Lakhs) Ordinary Shares of Rs.2/- (Rupees Two Only) each with the rights, privileges and conditions attaching thereto as are provided by the Articles of Association of the Company for the time being with power to increase or reduce the Capital of the Company and to divide the Shares in the Capital for the time being into several classes and to attach thereto, respectively such preferential rights, privileges and conditions as may be determined by or in accordance with the Articles of Association of the Company for the time being.”

“RESOLVED FURTHER THAT the Board of Directors or any Committee thereof be and is hereby severally authorized to take all such steps and actions for the purposes of making all such filings and registrations as may be required in relation to the aforesaid amendment to the Memorandum of Association and further to do all such acts, deeds, matters and things as may be deemed necessary including but not limited to delegate all or any of the powers herein vested in them to any person or persons, as deemed expedient to give effect to this resolution and the members hereby ratify and adopt all such decision, action, etc. as had been taken or undertaken by the Board or any Committee thereof in this regard.”

6. APPROVAL FOR ISSUE OF BONUS SHARES

To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution :

“RESOLVED THAT pursuant to Section 63 of the Companies Act, 2013 (including any modification or re-enactment thereof) read with applicable provisions of Articles of Association of the Company and upon recommendation of the Board of Directors made at their meeting held on 30[th] June, 2021 (hereinafter referred to as “the Board”, which term shall also include the existing Committee of Directors thereof) and pursuant to all applicable provisions of the Companies Act, 2013, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“the SEBI Regulations”) as in force, subject to all applicable laws and in accordance with all relevant provisions of the Memorandum and Articles of Association of the Company and in accordance with the Rules/Regulations/Guidelines, if any, prescribed by SEBI or Reserve Bank of India (RBI) under the Foreign Exchange Management Act, 1999 (FEMA) (including any statutory modification(s) or reenactments thereof, for the time being in force) and the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended and currently in force and subject to any necessary approval(s), consents, permissions and sanctions, if any, as may be required from Government of India, State Government, Reserve Bank of India, SEBI, Stock Exchanges, Ministry of Corporate Affairs (MCA), Registrar of Companies and/or any other appropriate statutory regulatory authorities, government authorities or departments, institutions or

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bodies as may be required (‘Concerned Authorities’), in this regard and subject to such terms and conditions as may be specified/imposed by such concerned authorities while according such approvals, the consent of the members of the Company be and is hereby accorded to capitalize a sum not exceeding Rs. 20,15,22,000/- (Rupees Twenty Crore Fifteen Lakh Twenty Two Thousand Only) out of the sum standing to the credit of Company’s General Reserve Account/Securities Premium Account or such other accounts as are permissible to be capitalized and utilized for the purpose, as per the audited accounts of the Company for the financial year ended 31[st] March 2021 and that the said amount be transferred to the Share Capital Account and be applied for issue and allotment of ordinary shares not exceeding 10,07,61,000 (Ten Crores Seven Lakh Sixty-One Thousand) ordinary shares of Rs. 2/- (Rupees Two Only) each as bonus shares credited as fully paid up, to the eligible members of the Company holding ordinary shares of Rs.2/- each (Ratio 2:1) held post sub-division as on the record date and that the new bonus shares so issued and allotted shall be treated for all purposes as an increase of the nominal amount of the equity capital of the Company held by each such member and not as income.”

“RESOLVED FURTHER THAT the new ordinary shares shall be allotted subject to the Memorandum and Articles of Association of the Company and shall in all respects rank paripassu with the existing fully paid-up ordinary shares of the Company, with a right, to participate in dividend in full that may be declared after the date of allotment of these ordinary shares as the Board may determine.”

“RESOLVED FURTHER THAT no letter of allotment shall be issued in respect of the said bonus shares but in all the cases the bonus shares in dematerialized form only and, the bonus shares as aforesaid shall be credited to the beneficiary accounts of the shareholders with their respective Depository Participants within the stipulated time as may be allowed by the appropriate authorities.”

“RESOLVED FURTHER THAT incase of fractional shares, if any arising out of the issue and allotment of the Bonus Shares, the Company shall not issue any certificate or coupon in respect thereof but all such fractional entitlements, if any, shall be consolidated and the Bonus Shares, in lieu thereof, shall be allotted by the Board or any Committee thereof to one of the Directors of the Company, whether executive or otherwise, by whatever name called, as had been nominated or to be nominated by the Board or any Committee thereof for this purpose, who shall hold the same as trustee(s) for the members entitled thereto, and distribute the same to Members in proportion to their fractional entitlements post issue of bonus shares or otherwise and such person or trustee, by whatever name called shall also be entitled to receive bonus shares on the fractional entitlements arising out of subdivision of the shares, whether in dematerialized form or otherwise and hold the same in trust for the members entitled thereto and distribute the same to the Members proportionately with regard to their respective entitlements through such mode as may be deemed justified and expedient.”

“RESOLVED FURTHER THAT the Board or any Committee thereof be and is hereby authorized to take necessary steps for listing of the bonus shares so allotted on the Stock Exchanges where the securities of the Company are listed as per the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time and other applicable laws.”

“RESOLVED FURTHER THAT for the purpose of giving effect to this resolution and for removal of any doubts or difficulties, the Board or any Committee thereof be and is hereby authorized to do, perform and execute all such acts, deeds, matters and things and to give from time to time such directions as may be necessary, expedient, usual or proper and to settle any question or doubts that may arise in this regard at any stage including at the time of listing of the bonus shares without requiring the Board or any Committee thereof to secure any further consent or approval of the members of the Company to the end and intent that they shall be deemed to have given their approval thereto and for matters connected herewith or incidental hereto expressly by the authority

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of this resolution, or as the Board or any Committee thereof in its absolute discretion may think fit and its decision shall be final and binding on all members and other interested persons and to do all acts connected herewith or incidental hereto including but not limited to delegation of their powers to such person or persons as may be deemed expedient and the members hereby ratify and adopt all such decision, action, etc. as had been taken or undertaken by the Board or any Committee thereof in this regard.”

Regd Office :

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

Plot No. 38 to 41, Ahmedabad Apparel Park, For, GLOBE TEXTILES (INDIA) LIMITED GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Sd/Date: 30/06/2021 Bhavik Suryakant Parikh Place: Ahmedabad Chairman & Managing Director (DIN: 00038223)

Notes:-

  1. In view of outbreak of COVID-19 pandemic, the Ministry of Corporate Affairs (‘MCA’) has, vide General Circular no. 14/2020 dated 8[th] April, 2020, General Circular no. 17/2020 dated 13[th] April, 2020, General Circular no. 22/2020 dated 15[th] June, 2020, General Circular no. 33/2020 dated 28[th] September, 2020, General Circular no. 39/2020 dated 31[st ] December, 2020 and General Circular no. 10/2021 dated 23[rd] June, 2021 in relation to extension of the framework provided in the aforementioned circulars up to 30[th] June, 2021 (collectively ‘MCA Circulars’), permitted companies to conduct General Meeting through video conferencing (‘VC’) or Other Audio Visual Means (‘OAVM’) and relevant circular issued by the Securities and Exchange Board of India (‘SEBI’) on holding of general meeting through VC or OAVM. In compliance with the MCA and SEBI Circulars and applicable provisions of the Act and Listing Regulations, the EGM of the Company is being convened and conducted through VC/ OAVM. The Notice is being sent to all the members to their e-mail ids as registered with the Company/ RTA.

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. 17 and available at the Company’s website www.globetxtiles.net.

  1. Pursuant to the aforementioned circulars 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 Corporateis entitled to appoint authorized representatives to attend the EGM through VC/OAVM and participate there at and cast their votes through e-voting.

  2. The Members can join the EGM in 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 EGM through VC/OAVM will be made available to at least 1000 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. The attendance of the Members attending the EGM through VC/OAVM will be counted for the purpose of ascertaining the quorum under Section 103 of the Companies Act, 2013.

  4. The Notice calling the EGM has been uploaded on the website of the Company at www.globetextiles.net. The Notice can also be accessed from the websites of the Stock

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Exchange i.e. National Stock Exchange of India Limited at www.nseindia.com. The EGM Notice is also disseminated on the website of CDSL (agency for providing the Remote e-Voting facility and e-voting system during the EGM) i.e. www.evotingindia.com.

  1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of the Businesses at item nos. 1 to 6 above is annexed hereto and forms part of the Notice.

  2. All documents referred to in the accompanying notice and the explanatory statements are open for inspection by the members at the registered office of the Company on all working days during 11:00 AM to 1:00 PM and through electronic means. Members can request the same by sending an email to at [email protected].

  3. In case of Joint holders attending the EGM, only such joint holder whose name appears first in order of names will be entitled to vote. Corporate members are required to send a certified copy of the board resolution authorizing their representative to attend the EGM through VC/ OAVM and vote on their behalf.

  4. Members holding shares in physical form are requested to inform the Company’s Registrars and Transfer Agents, M/s. Bigshare Services Private Limited, immediately of any change in their address and bank details. Members holding shares in dematerialized form are requested to intimate all changes with respect to their address, bank details, mandate etc. to their respective Depository Participants. These changes will then be automatically reflected in the Company’s records. This will help the Company to provide efficient and better service to the Members.

  5. Members may avail nomination facility as provided under Section 72 of the Act. Members holding shares in physical form are advised to make nomination in respect of their shareholding with the Bank or RTA and those holding shares in Dematerialised form are advised to make nomination through their depository participant(s).

  6. The Members who still hold share certificate(s) in physical form are advised to dematerialize their shareholding to avail the benefits of dematerialization, which includes easy liquidity, since trading is permitted in dematerialized form only, electronic transfer, savings in stamp duty and elimination of any possibility of loss of documents. In terms of the Listing Regulations, securities of listed companies can only be transferred in dematerialized form with effect from 1[st] April, 2019.

  7. SEBI has also mandated that for registration of transfer of securities, the transferor(s) or transferee(s) shall furnish a copy of their PAN card to the Bank for registration of transfer of securities.

  8. In view of the prevailing COVID-19 situation, owing to difficulties involved in dispatching a physical copy of Notice of EGM and pursuant to MCA Circulars and SEBI Circulars, the Notice of the EGM is being sent to the Members of the Company only by email. Further, the Members holding shares in physical form or other Members who have not registered their email address with the Company can get the same registered by approaching the Registrar and Transfer Agents of the Company (RTA) viz. / Bigshare Services Private Limited, A-802, Samudra Complex, Near Klassic Gold Hotel, Off C.G Road, Navrangpura, Ahmedabad – 380009, Email ID - [email protected] mentioning Folio No., Name & address of the Members along with a selfattested copy of the PAN card and self-attested copy of any document i.e. Driving License, Election Identity card, Passport for address proof. Members holding shares in demat form are requested to update their email address with their Depository Participant(s).

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  1. It is clarified that if a Member fails to provide or update relevant e-mail address to the Company or to the DP, as the case may be, the Company will not be in default for not delivering the notice via e-mail.

  2. Since the EGM shall be held through VC/OAVM, hence the requirement of providing the Route Map and Landmark for the venue of the EGM in the notice does not apply to this EGM.

16. Voting through Electronic Means:

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 MCA Circulars dated April 08, 2020, April 13, 2020 and May 05, 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) for facilitating voting through electronic means, as the authorized e- Voting’s agency. The facility of casting votes by a member using remote e-voting as well as the e- voting system on the date of the EGM will be provided by CDSL.

The Members, whose names appear in the Register of Members /list of Beneficial Owners as on Tuesday, July 20, 2021 are entitled to vote on the Resolutions, set forth in this Notice. The voting rights of shareholders shall be in proportion to their shares of the paid-up equity share capital of the Company as on the ‘cut-off date’ of Tuesday, July 20, 2021.

Any person, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, i.e. Tuesday, July 20, 2021 may obtain the login ID and password by sending a request at [email protected] / [email protected] However, if he/she is already registered with CDSL for remote e-voting then he/she can use his/ her existing User ID and password for casting the vote.

CS Jatin H. Kapadia, Practicing Company Secretary (ICSI M. No. A26725) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

The Scrutinizer shall, immediately after the conclusion of voting at general meeting, unblock the votes cast through remote e-voting and the votes cast at the meeting in the presence of at least two witnesses not in the employment of the Company. Scrutinizer shall within forty eight hours of conclusion of the meeting submit a consolidated scrutinizer report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing. The results along with the Scrutinizer’s Report shall be placed on the website of the Company and on the website of CDSL and shall be communicated to National Stock Exchange of India Limited.

17. THE INTRUCTIONS OF SHAREHOLDERS FOR REMOTEE-VOTING AND E-VOTING DURING EGM AND JOINING MEETING THROUGH VC/OAVMARE AS UNDER:

(i) The voting period begins on begins on Saturday, July 24, 2021 at 9:00 a.m. and ends on Monday, July 26, 2021 at 5:00 p.m. The e-voting module shall be disabled by CDSL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the cut-off date i.e. Tuesday, July 20, 2021 , may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being Tuesday, July 20, 2021 .

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

(iii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders’ resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

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.

(iv) 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/login
or visit
www.cdslindia.com
and 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-voting is in progress as per the
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

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4. Alternatively, the user can directly access e-Voting page by providing
Demat Account Number and PAN No. from a e-Voting link available
onwww.cdslindia.com
home 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-Voting Service Providers.
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.com
either 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.
Individual
Shareholders
(holding
securities
in
demat
mode)
login
through
their
Depository
Participants
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-Voting service provider website for casting your vote during the remote
e-Voting period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

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Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL.

**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]
or
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 [email protected]
or call at toll free no.: 1800 1020 990 and 1800 22 44 30

(v) Login method for e-Voting and joining virtual meeting for shareholders other than individual shareholders holding in Demat for & physical shareholders.

  • 1) The shareholders should log on to the e-voting website www.evotingindia.com

  • 2) Click on “Shareholders” module.

  • 3) 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. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  • 4) Next enter the Image Verification as displayed and Click on Login.

  • 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.

  • 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 asphysical shareholders)
Dividend
Bank
Details
OR Date of Birth
(DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as
recorded in your demat account or in the company records in order to login.

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
as mentioned in instruction(v).
  • (vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) 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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  • (viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

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

  • (x) 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.

  • (xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

  • (xii) 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.

  • (xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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

  • (xv) 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.

  • (xvi) Facility for Non – Individual Shareholders and Custodians –Remote Voting

  • 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.

  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].

  • 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 [email protected] 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 (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.

  • 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.

INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE EGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER:

  1. The procedure for attending meeting & e-Voting on the day of the EGM is same as the instructions mentioned above for Remote e-voting.

  2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after successful login as per the instructions mentioned above for Remote e-voting.

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

  2. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

  3. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

  4. 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.

  5. Shareholders who would like to express their views/ask questions during the meeting may register themselves as a speaker by sending their request in advance atleast 3 (three) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at (company email id). The shareholders who do not wish to speak during the EGM but have queries may send their queries in advance 3 (three) days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at [email protected]. These queries will be replied to by the company suitably by email.

  6. Those shareholders who have registered themselves as a speaker will only be allowed to express their views/ask questions during the meeting.

  7. Only those shareholders, who are 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 during the EGM.

  8. If any Votes are cast by the shareholders through the e-voting available during the EGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. 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 Aadhaar Card) by email to [email protected].

  2. For Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders - Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding attending EGM & e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at 022-23058738 and 022-23058542/43.

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All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, MarathonFuturex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

Regd Office :

Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Date: 30/06/2021 Place: Ahmedabad

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

Sd/- Bhavik Suryakant Parikh Chairman & Managing Director (DIN: 00038223)

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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 [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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ANNEXURE TO THE NOTICE

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

Item No. 1

In order to make optimum use of funds available with the Company and also to achieve long term strategic and business objectives, the Board of Directors of the Company proposes to make use of the same by making investment in other bodies corporate or granting loans, giving guarantee or providing security to other persons or other body corporate as and when required.

Members may note that pursuant to Section 186 of the Companies Act, 2013 (“Act”), the Company can give loan or give any guarantee or provide security in connection with a loan to any other body corporate or person and acquire securities of any other body corporate, in excess of 60% of its paid up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium account, whichever is more, with approval of Members by special resolution passed at the general meeting.

In view of the aforesaid, it is proposed to take approval under Section 186 of the Companies Act, 2013, by way of special resolution, up to a limit of Rs. 150 Crores, as proposed in the Notice.

The above proposal is in the interest of the Company and the Board recommends the Resolution as set out at Item No.1 for approval by the members of the Company.

None of the Directors or Key Managerial Personnel or their relatives are in any way concerned with or interested, financially or otherwise in the resolution at Item No. 1 of the accompanying notice.

The Board recommends the resolution at Item no. 1 to be passed as Special Resolution.

Item No 2 & 3:

Keeping in view the existing and future financial requirements to support its business operations, the Company may need additional funds. For this purpose, the Company may, from time to time, raise finance from various Banks and/or Financial Institutions and/ or any other lending institutions and/or Bodies Corporate and/or such other persons/ individuals as may be considered fit, which, together with the moneys already borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in ordinary course of business) may exceed the aggregate of the paid-up capital and free reserves of the Company. Hence it is proposed to increase the maximum borrowing limits from Rs. 100 crores to Rs. 300 Crores for the Company. Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors cannot borrow more than the aggregate amount of the paid-up capital of the Company and its free reserves at any one time except with the consent of the members of the Company in a general meeting.

In order to facilitate securing the borrowing made by the Company, it would be necessary to create charge on the assets or whole or part of the undertaking of the Company. Further, Section 180(1)(a) of the Companies Act, 2013 provides for the power to sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the Company subject to the approval of members in the General Meeting, which authorization is also proposed to be increased from Rs. 100 crores to Rs. 300 Crores for the Company. Hence, the Special Resolution at Item No. 2 & 3 of the Notice is being proposed, since the same exceeds the limits provided under Section 180(1)(a) & 180(1)(c) of the Act.

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The Directors recommend the Special Resolution as set out at Item No. 2 & 3 of the accompanying Notice, for members’ approval.

None of the Directors or Key Managerial Personnel of the Company and their relatives is concerned or interested, financially or otherwise, in the resolution at Item No. 2 & 3 of the accompanying notice.

Item No.: 4

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited (NSE). The Board of Directors of the Company, at its meeting held on 30[th] June, 2021, has recommended sub-division of the face value of equity shares of the Company from Rs. 10/- (Rupees Ten Only) per share to the face value of Rs. 2/- (Rupees Two Only) each. Consequent to the above sub-division, it is necessary to alter the Capital Clause of the Memorandum and Articles of Association of the Company.

The ordinary resolutions in Item No. 4 seeks to make corresponding amendments in Clause V of the Memorandum of Association, respectively to give effect to the sub-division of shares which is proposed as an Ordinary Resolution mentioned in Item No. 4.

A copy of the Memorandum of the Company showing proposed alterations is available for inspection at the Registered Office of the Company without any fees during the office hours on any working day, except Saturdays, Sundays and public holidays, between 11.00 a.m. to 5.00 p.m. till 26[th] July, 2021.

The Board of Directors of your Company considers that the proposed ordinary Resolution is in the interest of the Company and pursuant to Regulation 17(11) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board recommends sub-division of the face value of equity shares of the Company from Rs. 10/- (Rupees Ten Only) per share to the face value of Rs. 2/- (Rupees Two Only) each, for your approval.

No person, as specified under Section 102(1)(a) of the Companies Act, 2013, is in any way concerned or interested, except their shareholding, in this Resolution proposed to be passed.

Item No. 5

The present Authorized Share Capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crores only). In view of the proposal for issue of sub-divided shares, as referred under Item No. 4, it is proposed to sub-divide the number of equity shares underlying the Authorized Share Capital of the Company from 1,10,00,000 (One Crore Ten Lakh) ordinary shares of Rs. 10/- (Rupees Ten Only) each to 5,50,00,000 (Five Crores Three Lakh Eighty Thousand Five Hundred) Ordinary Shares of the face value of Rs. 2/- (Rupees Two Only).

The Board of Directors at their meeting held on 30[th] June, 2021 approved the proposal to revise the Authorized Share Capital of the Company and consequent amendments to the Memorandum of the Company. Revision in Authorized Share Capital would necessitate amendment to Clause V of the Memorandum of Association of Company and would require members’ approval by passing ordinary Resolutions.

The Board of Directors of your Company consider that the proposed resolutions are in the interest of the Company and pursuant to Regulation 17(11) of Securities and Exchange Board of India (Listing

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Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board recommends them for your approval.

No person, as specified under Section 102(1)(a) of the Companies Act, 2013, is in any way concerned or interested, except their shareholding, in these Resolutions proposed to be passed.

Item No. 6

Rewarding shareholders, the Board of Directors of the Company (‘the Board’) at its meeting held on 30[th] June, 2021 has recommended issue of bonus shares in the ratio of 2:1 i.e. two new fully paid up equity share of Rs. 2/- each for every one fully paid up equity share of Rs. 2/- each, post subdivision of the shares as stated under Item No. 4 to the eligible members of the Company as on the Record Date as determined or to be determined by the Board or any Committee thereof for this purpose.

The capitalization of reserves shall be to the extent of 10,07,61,000 (Ten Crores Seven Lakh SixtyOne Thousand) ordinary shares of Rs. 2/- (Rupees Two Only) in the proportion of 2:1 (i.e. two fully paid bonus shares of face value of Rs. 2/- each for every eligible existing fully paid equity shares of Rs. 2/- each) held by the members as on the Record Date, post sub-division of shares.

The Company satisfied the conditions of and requirements for, issue of Bonus Shares contained in Chapter XI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as presently in force.

The Board of Directors of your Company considers that the proposed Ordinary Resolution is in the interest of the Company and pursuant to Regulation 17(11) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board recommends issue of bonus shares in the ratio of 2:1 i.e. two new fully paid up equity share of Rs. 2/- each for every one fully paid up equity share of Rs. 2/- each, post sub-division of shares for your approval.

No person, as specified under Section 102(1)(a) of the Companies Act, 2013, is in any way concerned or interested, except their shareholding, in this Resolution proposed to be passed.

Regd Office : Plot No. 38 to 41, Ahmedabad Apparel Park, GIDC Khokhra, Ahmedabad, Gujarat – 380 008 Date: 30/06/2021 Place: Ahmedabad

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

Sd/- Bhavik Suryakant Parikh Chairman & Managing Director (DIN: 00038223)

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