Your Directors have pleasure in presenting the 31 Annual Report along with the AuditedFinancial statements of the Company for the financial year ended 31 March 2016.
The summarized standalone and consolidated financial results of your Company and itssubsidiaries are as follows:
| || ||(Rs. In Lacs) |
|Particulars ||Standalone |
| ||2015-2016 ||2014-15 |
|Gross Income ||15.06 ||15.94 |
|Profit Before Finance Cost & Depreciation ||15.06 ||15.94 |
|Finance Charges ||0.28 ||6.11 |
|Other Expenses ||54.63 ||357.82 |
|Profit before Depreciation ||(39.85) ||(347.99) |
|Depreciation ||28.99 ||29.61 |
|Net Profit Before Tax ||(68.85) ||(377.60) |
|Provision for Tax ||Nil ||Nil |
|Differed Tax ||8.72 ||5.47 |
|Net Profit After Tax ||(77.57) ||(383.08) |
|Balance of Profit brought forward ||(77.57) ||(383.08) |
|Balance available for appropriation ||Nil ||Nil |
|Proposed Dividend on Equity Shares ||Nil ||Nil |
|Tax on proposed Dividend ||Nil ||Nil |
|Transfer to General Reserve ||Nil ||Nil |
|Surplus carried to Balance Sheet ||(77.57) ||(383.08) |
*previous year figures have been regrouped/rearranged wherever necessary.
SUMMARY OF OPERATIONS & STATUS OF THE COMPANY:
During the year the company has incurred loss of Rs.77.57 Lakhs (Previous Year Loss383.08 Lakhs).
The operations of the company suffered since 2012 severely on account of disruptedsupply of electricity and due public unrest in and around city of Hyderabad on account ofBifurcation of the state.
The plant is closed during the year. Your company has proposed to reschedule of theTerm loan and sanction of the working capital loan for the revival of the unit. HoweverBank is in no mood to oblige. The bankers of the company did not reply on the subjectmatter. As such .The bank did not come forward to help to prevent sickness of the unit.
The Bank has given notice to the company and taken the possession of its land andfactory. The Board is making its efforts to dispose the unit and clear the bank dues tostart some other activities. In current state there is complete erosion of capital and weare unable to raise any additional fund.
LISTING FEES & ANNUAL FEES:
The Company has not paid the Annual Listing fees to Bombay Stock Exchange NationalSecurity Depository Ltd Central Depository security Ltd for the year 2015-2016 on accountof severe financial crunch. The Management has written a detailed letter with reason tothe to the respective Corporate Body showing its inability to pay the fees.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
'Due to financial problems the company has not paid fees to BSE/NSE/CDSL/NSDL. Due towhich CDSL/NSDL has stopped providing the shareholding data to the company and to the RTA.Due to which the company is unable to provide the e-voting facilities to the shareholdersof the Company in terms of Section 108 of the Companies Act 2013 read with Rule 20 of theCompanies (Management and Administration) Rules 2014 as amended by the Companies(Management and Administration) Amendment Rules 2015.'
TRANSFER TO RESERVES:
For the financial year ended 31st March 2016 the Company has incurred loss thereforeno amount is transferred to General Reserve Account.
In view of past losses Directors did not recommend any dividend for the equityshareholders for the financial year 2015-16.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
As on 31 March 2016 the issued subscribed and paid up share capital of your Companystood at Rs. 127718000/- comprising of 63859000 Equity shares of Rs. 2/- each.During the year the company has received unpaid calls on the shares from the shareholdersand as on 31.3.2016 all equity shares of the company have become fully paid-up.
Your Company complies with the provisions laid down in Corporate Governance laws to theextent possible. It believes in and practices good corporate governance. The Companymaintains transparency and also enhances corporate accountability. Pursuant to Clause 49of the Listing Agreement with the Stock Exchanges and SEBI (Listing and DisclosureRequirements) Regulation 2015 the following forms part of this Annual Report:
i. Declaration regarding compliance of Code of Conduct by Board Members and SeniorManagement Personnel;
ii. Management Discussion and Analysis;
iii. Report on the Corporate Governance; and Auditors Certificate regardingcompliance of conditions of Corporate Governance.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Provision of Section 135 and Schedule VII of the Companies Act 2013 in respect toCorporate Social Responsibility (CSR) is not applicable on the Company
The Company does not have any subsidiary company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company have not given any loans guarantees or made any investments under Section186 of Companies Act 2013 during the financial year 2015-16.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
Your Company does not have any activity relating to conversion of energy or technologyabsorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings and outgo during the year under review.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The Company does not have any employees drawing remuneration in excess of the limitsspecified in Section 197(12).
RATIO OF REMUNERATION OF EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 (1) (i) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofratio of remuneration of each director to the median remuneration of the employees of theCompany for the Financial Year will be made available for inspection at its registeredoffice of the Company during the working hours for a period of twenty one days before thedate of annual general meeting of the company pursuant to Section 136 of the CompaniesAct 2013 and members if any interested in obtaining the details thereof shall makespecific request to the Company in this regard.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions that were entered into during the financial year were onarms length basis and were in the ordinary course of the business. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.
The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size of itsoperations. Internal control systems.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively
Changes in Board constitution Directors & Key Managerial Personnel:
Mrs. Priti K. Shah (DIN: 01652763) was appointed as an additional woman Director w.ef.21st October 2015. Pursuant to the provision of Section 149 of the Act She had submitteda declaration that she mates criteria of independence as provided in section 149(6) of theAct and there has been no change in the circumstances which may affect her statues asindependent director during the year. The Board of Directors recommends her appointment atthe ensuing Annual General Meeting as Independent Women Director.
In accordance with the provisions of the Companies Act 2013 Mahendra C. Shah (DINNo. 01650375) Managing Director of the Company retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment.
Mr. Vikram R. Shah (DIN: 01912716) Independent Director of Company resigned w.e.f. 21stMay 2016 During the year the non-executive directors of the Company had no pecuniaryrelationship or transaction with the Company other than reimbursement of expensesincurred by them for the purpose of attending meetings of the Company.
The Board of Directors of your Company met 5 Times during the year to carry the variousmatters. The Meetings were convened on 27 May 2015 14th August 2015 21st October2015 29th December 2015 and 9th February 2016 and further details of which are given inthe Corporate Governance Report forming part of this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations pursuant to Section 149(7) from all theIndependent Directors of the Company confirming that they meet the criteria ofindependence as prescribed both under sub-section (6) of Section 149 of the Companies Act2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.
The Board of Directors has made the formal annual evaluation of its own performance andthat of its committees and individual directors and found it to be satisfactory.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:
The Companys policy on directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the CorporateGovernance Report which form part of this report.
NOMINATION AND REMUNERATION COMMITTEE:
The composition and terms of reference of the Nomination and Remuneration Committee hasbeen furnished in the Corporate Governance Report forming a part of this Annual Report.
KEY MANAGERIAL PERSONNEL:
Pursuant to the provision of Section 203 of the Act the key managerial personnel ofthe Company are Mr. Mahendra C. Shah Managing Director and Mr. Jitendra S. Shah ChiefFinancial Officer. There has been no change in the key managerial personnel during theyear.
The Audit Committee comprises of Mr. Vikrambhai R. Shah who serves as the Chairman ofthe Committee and Mr. Shree Ranganath Narapuraju Mrs. Priti K. Shah & Dr. Mahendra C.Shah as other members. The terms of reference of the Audit Committee has been furnished inthe Corporate Governance Report forming a part of this Annual Report. All therecommendations made by the Audit Committee during the year were accepted by the Board.Mr. Vikrambhai R Shah has resigned w.e.f. 21.5.2016.
The Company has a vigil mechanism in terms of Section 177 of the Companies Act 2013and revised Clause 49 of the Listing Agreement to deal with instance of fraud andmismanagement if any and to report concerns about unethical behavior wrongful conductand violation of the Companys code of conduct or ethics policy.
Pursuant to the provision of Section 139 of the Act and the rules framed thereafterM/s. Sandip V. Doshi & Co. Chartered Accountants were appointed as statutoryauditors of the Company from the conclusion of the Twenty Ninth Annual General Meeting(AGM) of the Company held on September 27 2014 till the conclusion of the Thirty FifthAGM to be held in the year 2019 subject to the ratification of their appointment at everyAGM.
As required under the provisions of section 139(1) of the Companies Act 2013 theCompany has received a written consent from M/s Sandip V. Doshi & Co. to theirappointment and a Certificate to the effect that the ratification of their appointmentif made would be in accordance with the Companies Act 2013 and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the Companies Act2013.
The Members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration.
STATUTORY AUDITORS OBSERVATIONS & COMMENTS FROM BOARD:
(a) The internal control system for the sale of services for analogue subscription isinadequate since the Company does not have written agreements with customers in some caseswhich are an industry issue as per management: - Since there is no Purchase & salesduring the year Internal control system for the sale of services do not arise
(b) In our opinion the frequency of the physical verification of the network equipmentneeds to be improved further having regard to the size of the Company and the nature ofits assets:- Physical verification of office equipment maintained properly howeverfactory is in possessions with the Bank so it is not possible to carried out.
(c) The Auditors have remark about the sickness of the unit since there is erosion ofmore than 50 % of the assets:- The companies operation suffered since 2012 on account ofdisrupted supply of Electricity and due to public unrest in and around city of Hyderabadon account of bifurcation of the states namely Telangana & Andhra Pradesh which hasbeen continued up to 2014. In this regard the company has referred a letter to Board ofIndustrial and financial Reconstruction (BIFR) on account of Potential sick company.
(d) Undisputed dues in respect of provident fund investor education and protectionfund employees. state insurance income tax wealth tax service tax sales tax customsduty cess and other statutory dues which were outstanding at the year end for a periodof more than six months from the date they became payable:- This is the for the year2011-12. In last year there was no delay on payments of PF or any Governments dues
(e) Company has defaulted in repayment of dues to banks including interest payments asper rescheduled dates in a few cases:- The Company has received possession notice fromIndian Overseas Bank on 5th December 2014 for Land and Plant and Machinery for Rs.36009689.00. The Management is already in process of negotiation for Sale of LandPlant and Machinery to settle the Bank dues.
In terms of the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. Anish Gupta & Associates Company Secretaries Mumbai as SecretarialAuditor for conducting Secretarial Audit of your Company for the financial year 31.3.2016.The report of the Secretarial Auditor is annexed herewith as "Annexure [A]"
SECRETARIAL AUDITORS OBSERVATIONS & COMMENTS FROM BOARD:
(a) The Company has not appointed Company Secretary as KMP as required undersection 203 of Companies Act 2013 and Compliance Officer as required under regulation 6of SEBI (LODR) Regulations 2015:- The Company is looking for a suitable candidate for thesame but due to weak financial problem and company have no major business activities nocandidate is willing to join the company.
(b) The Company has not updated its website and uploaded the documents andinformation as required under the Companies Act 2013 and Regulation 46 of SEBI (LODR)Regulations 2015:- The website is maintained properly. The Board will update its websiteon timely basis..
(c) The Company has not published notices in the newspaper as required underListing Guidelines and Regulation 47 of SEBI (LODR) Regulations 2015 and as required undersection 91 read with Rule 10 of Companies (Management and Administration) Rules 2014 forclosure of Register of Member:- Because of Severe Financial crunch company could notadvertised in the Newspaper.
(d) The Company has not appointed Internal Auditor during the period under review:-The Company has appointed internal Auditor during the current year.
(e) The Constitution of the Nomination & Remuneration Committee is not inaccordance with section 178 of Companies Act 2013 and Regulation 19 of SEBI (LODR)Regulations 2015:- The Company is looking for a suitable candidate for the same but dueto weak financial problem No director is willing to join the company
(f) The accumulated losses at the end of financial year 2015-2016 are more than 50%of Companys net worth:- The operations of the company suffered since 2012 severelyon account of disrupted supply of electricity and due public unrest in and around city ofHyderabad on account of Bifurcation of the state. The plant is closed during the year.Your company has proposed to reschedule of the Term loan and sanction of the workingcapital loan for the revival of the unit. However the bank did not come forward to help toprevent sickness of the unit. In current state there is complete erosion of capital and weare unable to raise any additional fund. In this regard the company has referred a letterto Board of Industrial and financial Reconstruction (BIFR) on account of Potential sickcompany.
(g) The Company has not paid the fees to Bombay Stock Exchange National StockExchange Central Depository Services Limited & National depository system Ltd:-Because of Severe financial crunch company is not in a position to pay Regulatory fees.The Company requested BSE NSE NSDL & CDSL to continue to provide services till wefind co-promoter or able to raise finance
(h) There are delays and non-submission of e-forms in some cases with the Registrarof Companies under the provisions of the Companies Act:- Because of sickness of unitcompanys affordability of competitive staff has affected. The Board take necessaryprecautions to comply with the same.
(i) The Company has taken secured and unsecured loan during the year the companyis required to obtain approval of the shareholders under section 180(1)(c) for borrowingin excess of paid up capital and free reserves:- The Company has proposed to take approvalin the ensuing Annual General Meeting.
(j) The Company has purchase property from relative of director and taken necessaryapproval under section 188 of the Companies Act 2013 from the Audit Committee and Boardof Directors however in our view the SEBI (LODR) Guidelines is required to be compliedwith. Further the company is required to register the charge with the ROC for the takingproperty on loan:- The Company will do necessary compliances.
(k) The Company has not paid fees to its NSDL & CDSL due to which the benposand other data of members of the Company is not available for verification. Thus inabsence of specific data we are not in position to verify the compliances and report thesame in our report:- The company requested both NSDL & CDSL and call them personallyto provide Benpos atleast for Annual report so that company can send Annual reports to ourshare holders
EXTRACT OF ANNUAL RETURN:
In terms of the provisions of Section 92 (3) of the Act read with the Companies(Management and Administration) Rules 2014 an extract of the Annual Return of yourCompany for the financial year ended 31st March 2016 is given in Annexure B.
There were no material changes and commitments affecting the financial positionof your Company between end of the financial year and the date of this report.
Your Company has not issued any shares with differential voting.
There was no revision in the financial statements.
Your Company has not issued any sweat equity shares.
During the year your Company has not received any complaints under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
The compliance regarding Disclosures under Section 22 of Sexual Harassment of Women atWork (Prevention Prohibition and Redressal) Act does not apply to the Company. Howeverthe Company is committed to provide a safe & conducive work environment to itsemployees. At present the company has no female staff.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers Staff and workers at all levels for their continuous co-operationand assistance.
| ||By order of the Board of Directors |
| ||For GLOBUS CORPOORATION LIMITED |
|Registered Office: ||Sd/- |
|102Sanjay Chambers Choubal Lane ||Mahendra C. Shah |
|Opera House Mumbai- 400 004. ||Chairman |