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You can view full text of the latest Director's Report for the company.

BSE: 526025ISIN: INE064L01015INDUSTRY: Textiles - General

BSE   ` 17.52   Open: 17.20   Today's Range 17.01
17.65
+0.32 (+ 1.83 %) Prev Close: 17.20 52 Week Range 10.64
21.33
Year End :2018-03 

Dear Members,

The Directors have immense pleasure in presenting the 33rd Annual Report of your Company along with the Audited Financial Statements for the financial year ended March 31st, 2018.

FINANCIAL SUMMARY OR HIGHLIGHTS

The Company’s financial performance on standalone basis for the financial year ended March 31st, 2018 in comparison to previous year is as under:

(Rupees in Lakhs)

PARTICULARS

Financial Year 2017-18

Financial Year 2016-17

Sales and other income

0

1.60

Profit/(Loss) before depreciation and tax

(87.35)

(8737.60)

Depreciation

2.13

3.85

Profit/(Loss) After Tax and depreciation

(91.72)

(8747.76)

Profit/(Loss) brought forward

(9452.12)

(704.35)

Balance carried to balance sheet

(9543.84)

(9452.12)

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

As notified by the Ministry of Corporate Affairs, your Company adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017. The financial statements of the Company for the year have been prepared in accordance with the Ind AS notified under the Companies (Indian Accounting Standards) Rules 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 (as amended). For all the periods up to and including the year ended March 31, 2017, the company prepared its financial statements in accordance with requirement of previous GAAP, which includes Accounting Standards notified under section 133 of the Companies Act, 2013 read together with Companies (Accounting Standards) Rules, 2006. These financial statements for the year ended March 31, 2018 are company’s first Ind AS financial statements. Accordingly, the financial statements have been prepared based on Ind AS 101- First time adoption of Indian Accounting Standards with a date of transition to Ind AS as April 1, 2016. Previous year’s figures have been regrouped and presented according to Ind AS requirement.

OPERATIONS

During the financial year ended March 31st, 2018 the total revenue on a standalone basis was NIL as against the revenue for the last financial year ended March 31st, 2017 which was Rs. 1.60 Lakhs. The Company has during the year under review incurred a loss of Rs. 91.72 Lakhs as against loss of Rs. 8747.76 Lakhs in the previous financial year.

ACCOUNTS

The financial statements of your Company for the financial year 2017-18, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards, IND AS and Listing Agreement as prescribed by the Securities and Exchange Board of India (SEBI). The financial statements have been prepared on the basis of audited financial statements of the Company as approved by their respective Board of Directors.

DIVIDEND

There being no profits earned during the year 2017-2018, so your Directors express their inability to recommend any dividend for the year ended March 31st, 2018.

FIXED DEPOSIT

In terms of the provisions of Sections 73 of Companies Act, 2013 read with the relevant Rules of Companies Act, 2013 your Company has not accepted any fixed deposit and as such no principal or interest was outstanding as on the date of the Balance sheet.

SUBSIDIARY AND ASSOCIATE COMPANIES

Subsidiary Companies

During the Financial Year 2017-18, the Company had no subsidiary.

In accordance with Section 136 of Companies Act 2013, the audited financial statements of the Company are available on the website of the Company i.e. www. gpgl.in/investors-relations.html.

Associate Companies

During the Financial Year 2017-18, the Company had no associate Company.

In accordance with Section 136 of Companies Act 2013, the audited financial statement and related information of the Company are available on the website of the Company i.e. www. gpgl.in/investors-relations.html.

DIRECTORS

Pursuant to the provisions of section 152 of the Companies Act, 2013 Mr.Pawan Kumar Agarwal, Director retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. The Board recommends his reappointment.

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under sub-section (7) of Section 149 of the Act and under Regulation 25 of the SEBI (LODR) Regulations, 2015.

NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report.

COMMITTEES OF BOARD OF DIRECTORS

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report.

The Composition of various Committees of the Board is hereunder:

Name of the Committee

Composition of the Committee

Audit Committee

Mr.NarendraKumbhat (Chairman) Mr.Pawan Kumar AgarwalMrs. Nishi AroraSabharwal

Nomination and Remuneration Committee

Mr.NarendraKumbhat (Chairman) Mr.Pawan Kumar AgarwalMrs. Nishi AroraSabharwal

Stakeholders Relationship Committee

Mr.NarendraKumbhat (Chairman) Mr.Pawan Kumar AgarwalMr.AbhayKhanna

DECLARATION BY AN INDEPENDENT DIRECTOR(S)

Your Company has received declaration from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 25 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement).

ANNUAL EVALUATION OF BOARD'S PERFORMANCE

During the year under review as per the guidance note on board evaluation issued by Securities and Exchange Board of India, vide its circular dated 5th January 2017 and pursuant to the provisions of the Companies Act & the corporate governance requirements prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the board has carried out an annual evaluation of its own performance and that of its committees as well as performance of all the directors individually. Feedback was sought by way of a structured questionnaire covering various aspects of the board's functioning such as adequacy of the composition of the board and effectiveness of its committees, execution and performance of specific duties, governance, meaningful and constructive contribution and inputs in meetings etc. Evaluation was carried out based on responses received from the directors. A separate meeting of the independent directors also was held where in performance of non independent directors, performance of the board as a whole and performance of the chairman and managing director was evaluated. The directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME MODULE

The Familiarization Program Module ("the Program") for Independent Directors of the Company has been adopted by the Board of Directors pursuant to Securities and Exchange Board of India Circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014.

The Independent Directors were intimated and informed about the operational, financial, legal and secretarial aspects of the Company. The details of such familiarization programs have been disclosed on the Company's website of the Company under the link www.gpgl.in/investors-relations.html.

VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

In terms of the provisions of Section 177 (9) & (10) of Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formalized the process and institutionalized 'Vigil Mechanism Policy' within the Company, whereby employees and other stakeholders can report matters such as generic grievances, corruption, misconduct, illegality and wastage/misappropriation of assets to the Company.

The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

The details of the policy are posted on the website of the Company under the link www.gpgl.in/investors-relations.html. There were no complaints during the year 2017-18.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Sexual Harassment at the Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013 has been notified by the Ministry of Women & Child Development on 9th December, 2013. Under the said Act every Company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. The Company has adopted a policy and was approved by the Board. Details of constitution of the committee forms part of the policy and have been uploaded on the website of the Company under the link www.gpgl.in/investors-relations.html.

The following is a summary of sexual harassment complaints received and disposed off during the year:

- No. of complaints received: Nil

- No. of complaints disposed off: Nil

MATERIAL CHANGES

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of the provision of section 134(3) (c) of Companies Act, 2013, your Directors confirm that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

ii) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of financial year 2017-2018 and of the profit/ loss of the Company for the year ended as on that date;

iii) the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in the accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the Annual Accounts on a going concern basis.

v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

At Annual General Meeting("AGM") held on 29.09.2014, M/s Padam Dinesh & Company (FRN : 009061N), Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office till the conclusion of 33rd AGM to be held in the calendar year 2018 with the ratification by shareholders at AGM every year.

Further M/s Padam Dinesh & Company (FRN : 009061N), retiring auditors, have given their consent to be reappointed as Statutory Auditors and have confirmed that their appointment, if made, would be in compliance with provision of section 139 and section 141 of the Companies Act, 2013 and other applicable sections for time being in force. Their continuance by re-appointment to hold office for next five years from the conclusion of ensuing AGM till the conclusion of 38th AGM to be held in calendar year 2023. Your directors recommend for their reappointment at the AGM.

The members may note that consequent to the changes made in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 by the Ministry of Corporate Affairs (MCA) vide Notification dated May 7, 2018, the Proviso to Section 139(1) of the Companies Act, 2013 read with explanation to Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the requirement of ratification of appointment of Auditors by the Members at every AGM has been done away with. Therefore, the Company is not seeking any ratification of appointment of M/s Padam Dinesh & Company, Chartered Accountants as the Auditors of the Company, by the Members at the ensuing AGM.

The Auditor’s Report presented by M/s Padam Dinesh & Co., Chartered Accountants (FRN: 009061N), Statutory Auditors of the Company pertaining to accounts of the Company for the financial year ended March 31, 2018 does not contain any qualification, reservation, adverse remark or disclaimer.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and based on the recommendation of Audit Committee, the Company has re-appointed Mr.SandeepMehra, Practicing Company Secretary in its meeting held on 29.05.2018 to undertake the Secretarial Audit of the Company for the financial year 2018-19.

The Secretarial Audit Report for the FY 17-18 is annexed herewith as "Annexure - 1" to this report.

The Secretarial Audit Report for the FY 17-18 does not contain any qualification, reservation, adverse remark or disclaimer.

INTERNAL AUDITOR

The Board of Directors based on the recommendation of the Audit Committee, appointed M/s Naresh Jai & Associates, Chartered Accountants, as an Internal Auditors of your Company in terms of Section 138 and other applicable provisions of the Companies Act, 2013 and rules made thereunder.

COSTRECORDS

Your Company is not required to maintain cost records as prescribed under Companies Act, 2013.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 in the prescribed Form MGT-9 is appended to Board’s Report as "Annexure-2" and same was uploaded on the website of the Company under the link www.gpgl.in/investors-relations.html.

IMPLEMENTATION OF RISK MANAGEMENT POLICY

The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level also threaten the existence of the Company. Risks are assessed, department wise such as financial risks, information technology related risks, legal risks, accounting fraud etc. The Risk Management Committee assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Committee also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The Policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company http://www. gpgl.in/assets/rpt-policy.pdf.

COMPANY AFFAIRS

The Company is engaged in the business of making strategic investments in infrastructure sector and particularly power generation business and acquisition of portfolio of wind / bio mass power plants and to make them part of their group. The business includes making investment in other securities, derivatives, mutual funds and properties. The company is a listed entity on BSE in the name of Globus Constructors and Developers Ltd. having its security code-526025 & ISIN-INE064L01015.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988

Conservation of Energy

Presently there being no operations involving energy consumption, thus the provisions with respect to conservation of energy does not apply.

Form of Disclosure of Particulars with respect to Absorption of Technology, Research & Development. Research & Development

There was no research and development activity carried out during the financial year.

Technology Absorption, Adaptation and Innovation

No technology was absorbed, adapted or innovated during the financial year.

Foreign Exchange-Earning /Outgo

There was no transaction made by the Company involving Foreign Exchange.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is appended to the Board’s Report as "Annexure-3".

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the rules issued there under and Regulations, the Board of Directors at their meeting formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

INDUSTRIAL RELATIONS

The Company remains regularly in touch with each employee with regard to solving their grievance and maintains high quality standards for them.

CORPORATE GOVERNANCE REPORT

Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. Your Company’s governance practices are described separately in this annual report. Your Company has obtained a certification from Mr.SandeepMehra, Practicing Company Secretary on compliance with Regulation 27 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015. This certificate is also forms part of this Report as "Annexure- 4".

INTERNAL FINANCIAL CONTROLS

The internal control system including internal financial controls of the Company is monitored by an independent internal auditor, which encompasses examination/ periodic reviews to ascertain adequacy of internal controls and compliance to Company’s policies. Weaknesses are noted and shared with audit committee, which ensures orderly and efficient conduct of the business and effectiveness of the system of internal control. Internal auditors, Audit Committee members and Statutory Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilities.

The Annual Accounts have been prepared on a going concern basis. Directors have laid down internal financial controls to be followed by the Company; through periodic internal audits they monitor compliance to the internal financial controls to ascertain whether they are adequate and operating effectively. The Directors have devised appropriate systems to ensure compliance with the provisions of all applicable laws and they monitor adequacy and operating effectiveness of the same annually.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis forms part of the Annual Report and is herewith annexed as "Annexure-5" to this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided by the Company under section 186 of Companies Act, 2013 is not exceeding Rs. 5000 crores together with the existing loans & advances or security or guarantee, in connection of which consent of members had already been taken by way of Special resolution in the Annual General Meeting for the year ended 2014 held on 29th September, 2014.

Particulars of loans, guarantees and investments covered under section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Boards of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company's executives, staff and workers.

On and Behalf of the Board of Directors

For Globus Power Generation Limited

Sd/-

PawanAgarwal

Chairman

DIN:01056455

Add.: C-9/192, Block-C, Pocket-9,

Rohini, Sector-7, Delhi-110085

Date : 11/08/2018

Place : New Delhi