Globus Corporation Ltd.
|BSE: 531904||Sector: Metals & Mining|
|NSE: KARUNACAB||ISIN Code: INE774B01028|
|BSE 00:00 | 04 Mar||Globus Corporation Ltd|
|NSE 05:30 | 01 Jan||Globus Corporation Ltd|
|BSE: 531904||Sector: Metals & Mining|
|NSE: KARUNACAB||ISIN Code: INE774B01028|
|BSE 00:00 | 04 Mar||Globus Corporation Ltd|
|NSE 05:30 | 01 Jan||Globus Corporation Ltd|
Your Directors have pleasure in presenting the 32 Annual Report along with the AuditedFinancial statements of the Company for the financial year ended 31 March 2017.
The summarized standalone and consolidated financial results of your Company and itssubsidiaries are as
(Rs. In Lacs)
*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.87.56 Lakhs(Previous Year Loss77.57 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 bank gave the notice for the Auction of the property to recover theirdues. The IOB Bank informed that they have disposed the Fixed assets of the company forRs.32050000/- by e-Auction.
In current state there is complete erosion of capital and we are unable to raise anyadditional fund.
LISTING FEES & ANNUAL FEES:
The Company hasnot paid the Annual Listing fees to Bombay Stock ExchangeNationalSecurity Depository LtdCentral Depository security Ltd for the year2015-2016&2016-2017 on account of severe financial crunch. The Management has written a detailedletterwith reasonto the respective Corporate Body showing its inability to pay the fees.However the Bombay Stock Exchange has restricted the trading of the Company with reason-on account of GSM.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The bank has disposed the fixed assets of the company and so material changes andcommitments have occurred subsequent to the close of FY 2016-17.
TRANSFER TO RESERVES:
For the financial year ended 31st March 2017no amount is transferred to GeneralReserve Account.
In view of past losses Directors did not recommend any dividend for the equityshareholders for the financial year 2016-17.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of LODR Regulation 2015 the regulations related to DividendDistribution Policy is not applicable to the Company.
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 2017 the issued subscribed and paid up share capital of yourCompany stood at Rs. 127718000/- comprising of 63859000Equity shares of Rs. 2/-each.
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
ii Management Discussion and Analysis;
iii) Report on the Corporate Governance; and Auditors' Certificate regarding complianceof 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
DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:
During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/ Associate Company of your 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 2016-17.
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 the related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of the business. Howeversection 188requires that for entering into any contracts or arrangement as provided in theprovisions of Section 188 with related party the Company must obtain prior approval ofthe Board of Directors and in case of the Company having paid up share capital of RupeesTen Crore or More prior approval of the shareholders by way of a special Resolution mustbe obtained.
During the period under review the Company has sold the car to relative of Mr.Mahendra Shah Managing Director of the Company. The car is being sold at reasonablemarket price to the relative of Managing Director.
The Board thus now proposed to ratify the same in the ensuing Annual General Meeting.
Suitable disclosures as required under AS-18 have been made in the Notes to thefinancial statements.
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.
DIRECTOR'S 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 standardshave been followed.
ii The directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the 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 provisionsof all applicable laws and that such system were adequate and operating effectively.
Changes in Board constitution Directors & Key Managerial Personnel:
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. The Board recommendshis re-appointment for the consideration of the Members of the Company at the ensuingAnnual General Meeting. Members are requested to refer the Notice of ensuing AnnualGeneral Meeting for breif profile and other related information of Mr. Mahendra C ShahDirector retiring by rotation.
During the year under review there were no changes in the Board of Directors of theCompany.
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.
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.
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 regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Board of Directors of your Company met 4 Times during the year to carry the variousmatters. The Meetings were convened on 24 May 2016 13 August 2016 4 November2016 14thFebruary 2017 and further details of which are given in the Corporate Governance Reportforming part of this Annual Report.
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 Company's policy on director's appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport 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.
The Audit Committee comprises of Mr.N.S. Ranganath who serves as the Chairman of theCommittee and Mrs. Priti K. Shah & Dr. Mahendra C. Shah as other members. The termsof reference of the Audit Committee has been furnished in the Corporate Governance Reportforming a part of this Annual Report. All the recommendations made by the Audit Committeeduring the year were accepted by the Board.
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 Company's 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 who are Statutory Auditors of theCompany hold office up to the forthcoming Annual General Meeting and are recommended forratification of re-appointment for the financial year 2018-19.
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. The fixed assets register does not contain item-wise depreciation andaccumulated depreciation:- Physical verification of office equipment maintained properlyhowever factory 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 income tax wealth tax service tax sales tax cess and other statutory dueswhich were outstanding at the year end for a period of more than six months from the datethey became payable:- This is the for the year 2011-12.In last year there was no delay onpayments 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. Madhukar Apte Company Secretaries as Secretarial Auditor in place of Mr.Anish Gupta and Associates who has shown his unwillingness to continue as secretarialauditor for the financial year 31.3.2018 for conducting Secretarial Audit of your Companyfor the financial year 31.3.2018. The report of the Secretarial Auditor M/s. Anish Guptaand Associates for the financial year 31.3.2017 is annexed herewith as "Annexure[A]"
SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
(a) The Company has not appointed Company Secretary as KMP as required under section203 of Companies Act 2013 and Compliance Officer as required under regulation 6 of SEBI(LODR) Regulations 2015:- The Company is looking for a suitable candidate for the samebut 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 and informationas required under the Companies Act 2013 and Regulation 46 of SEBI (LODR) Regulations2015:-The website is maintained properly. The Board will update its website on timelybasis.
(c) The Company has not published notices in the newspaper as required under ListingGuidelines and Regulation 47 of SEBI (LODR) Regulations 2015 and as required under section91 read with Rule 10 of Companies (Management and Administration) Rules 2014 for closureof Register of Member:- Because of Severe Financial crunch company could not advertised inthe Newspaper.
(d) 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 problemNoqualified person is willing to join as Director of thecompany.
(e) The accumulated losses at the end of financial year 2016-2017 are more than 50% ofCompany's net worth:- The operations of the company suffered since 2012 severely onaccount 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.
(f) The Company has not paid the fees to Bombay Stock Exchange National StockExchange Central Depository Services Limited & National depository systemLtd:-Because of Severe financial crunch company is not in a position to pay Regulatoryfees. The Company requested BSENSENSDL& CDSL to continue to provide services till wefind co-promoter or able to raise finance.
g The Company has not paid fees to its NSDL &CDSL due to which the benpos andother data of members of
the Company is not available for verification. Thus in absence of specific data we arenot in position to verify the compliances and report the same in our report:-The companyrequested both NSDL & CDSL and call them personally to provide Benpos at least forAnnual report so that company can send Annual reports to our shareholders.
h The Company has not filed FLA Return on or before 31 July:- The company will dothe necessary compliances.
The Company has not provided the facility of voting by electronic means in respect ofbusiness to be transacted at the Annual General Meeting held on 26 September 2016pursuant to the provisions of Section 108 of the Companies Act 2013 read with Rule 20 ofthe Companies (Management and Administration) Rules LODR Guidelines and SS-2 issued byICSI.
i The Company has sold the car to the relative of directors however the necessaryapproval required under section 188 read with the LODR Guidelines from the shareholders isnot obtained:- The company will take necessary approval from the shareholders.
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 2017 is given in Annexure B.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There were no significant material orders passed by the Regulators / Courts / Tribunalswhich would impact the going concern status of the Company and its future operations.
There were no material changes and commitments affecting the financial position of yourCompany 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.
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.During the year your Company has notreceived any complaints under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
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 Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation 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
Sd/-Mahendra C. Shah Chairman (DIN No. 01650375)
102Sanjay Chambers Choubal Lane
Opera House Mumbai- 400 004.
Date:14 August 2017