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Globus Power Generation Ltd.

BSE: 526025 Sector: Infrastructure
NSE: N.A. ISIN Code: INE064L01015
BSE LIVE 15:09 | 17 Nov 13.25 0.60
(4.74%)
OPEN

12.05

HIGH

13.25

LOW

12.05

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 12.05
PREVIOUS CLOSE 12.65
VOLUME 930
52-Week high 24.15
52-Week low 12.05
P/E
Mkt Cap.(Rs cr) 131
Buy Price 13.25
Buy Qty 121.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.05
CLOSE 12.65
VOLUME 930
52-Week high 24.15
52-Week low 12.05
P/E
Mkt Cap.(Rs cr) 131
Buy Price 13.25
Buy Qty 121.00
Sell Price 0.00
Sell Qty 0.00

Globus Power Generation Ltd. (GLOBUSPOWER) - Director Report

Company director report

GLOBUS CONSTRUCTORS AND DEVELOPERS LIMITED ANNUAL REPORT 2011 DIRECTOR'S REPORT To The Members Your Directors have pleasure in presenting the Annual Report of your Company together with the audited Statement of Accounts for the financial year ended on 31st December, 2011. Financial Results As on 31st December, As on 31st March, ITEM 2011 (in Rs.) 2011 (in Rs.) (9 Months) (15 Months) Sales & other Income NIL 11,48,969 Loss before depreciation and tax 11,55,806 9,64,027 Depreciation NIL NIL Loss after tax and depreciation 11,55,806 9,64,027 Loss brought forward 17,43,175 7,79,148 Balance carried to Balance Sheet 28,98,981 1,743,175 Current Business Operations & Future Outlook: Your directors have pleasure to state that, your Company has expanded its business operations and decided to enter into power generation sector. The Company in the process of preparing necessary business plans & strategies for initiating its operations in the field of Power Generation , on a large scale basis in the near future. Power is an essential requirement for all facets of our life and has been recognized as a basic human need. It is the critical infrastructure on which the socio-economic development of the country depends & your directors expects to bag projects for the Company in the present financial year. Directors During the year, four directors were appointed. At the close of this financial year, Mr. Pawan Kumar Agarwal , Mr. Akash Khanna, Mr. Anand Prakash & Mr. Narendra Kumbhat Additional Directors , being eligible are proposed to be appointed as Director in this Annual General Meeting of the Company. Dividend There being no profits, your directors regret their inability to recommend any dividend for the Financial Year beginning on 1st April, 2011 and ending on 31st December, 2011. Directors' Responsibility Statement As per the requirement of Section 217 (2AA) of the Companies Act 1956, your directors hereby make the following statement: 1. That in the preparation of the accounts for the financial year ended 31st December ,2011 the applicable Accounting Standards have been followed along with proper explanations relating to material departures; 2. That the Directors have selected such accounting policies & applied them consistently & made judgments & estimates that are reasonable & prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year; 3. That the Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting fraud & other irregularities; 4. That the Directors have prepared the accounts of the Company for the Financial Year ended 31st December, 2011 on a going concern basis. Deposits Your Company has not accepted any deposits during the period under review within the meaning of Section 58A of the Companies Act, 1956 read with 'Companies (Acceptance of Deposit) Rules 1975'. Particulars of Employees During the year, there was no employee covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975. Particulars of 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. Statutory Auditors The Statutory Auditors of the Company, 'M/s BNPSY & Associates, Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, are proposed for re-appointment for the Financial Year beginning on 1st April, 2011 and ending on 31st December, 2011. The auditors have furnished a certificate to this effect that the proposed appointment, if made, will be in accordance with Section 224( 1B) of the Companies Act 1956. Your directors recommend the re-appointment of the Statutory Auditors until the conclusion of next Annual General Meeting. Secretarial Compliance Certificate The Secretarial Compliance Certificate for the financial year ending on 31st December, 2011 is attached hereto and forms part of this Report. The Board took note of the same. Book Closure The transfer books of the company will be closed from 15th May, 2012 till 19th May, 2012 for purpose of Annual General Meeting dated 19th May, 2012. Management Discussion And Analysis Report A report on industry analysis is attached hereto and forms part of the Directors Report. Corporate Governance A separate section on Corporate Governance is attached hereto and forms part of this report. Material Changes Change in Control of the Company The company has been taken over by the new promoters being M/s. Pandora Developers & Infrastructure Private Limited pursuant to the completion of open offer process under SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 1997. Pursuant to same, your company is now under new management. Change in Name of the Company Pursuant to change in control of the company, the new management has decided to change the name of the company to Globus Power Generation Limited and the same has also been approved through Postal Ballot on 16th March, 2012. Change in Main Objects of the Company Pursuant to change in control of the company, the new management has decided to change the main objects of the company to enter into power generation sector. The new objects has been approved through Postal Ballot on 16th March, 2012 Increase in Authorized Capital of the Company The authorized share capital of the Company have been increased to Rs. 31,28,00,000/- (Rupees Thirty One Crores Tenty Eight Lakhs only) to the tune to cap up the paid up capital equity base of the Company which is proposed to be increased by way of Preferential Allotment of fully convertible warrants and Qualified Institutional Placement. Issue of Compulsorily Convertible Warrants The new promoters of the company has been allotted 32,50,000 fully compulsorily convertible warrants on 10th April, 2012 to infusion fresh funds into the company for the power generation sector which the company's has proposed to enter. Auditors Report & Notes on Accounts The observations of the Auditor and Notes on Account are self-explanatory. Acknowledgement Your Directors would like to express their gratitude for timely assistance and co operation received from Government Authorities, Registrar & Share Transfer Agent, Investors, Advisors, Bankers and all other concerns. By order of the Board of Directors For Globus Constructors & Developers Limited Sd/- Date : 19.04.2012 Pawan Kumar Agarwal Place: New Delhi Chairman DIN: 01056455 MANAGEMENT DISCUSSION AND ANALYSIS REPORT The power industry is responsible for the production and delivery of electrical energy in sufficient quantities via a power grid. Given the demand for electricity is uniform across all domestic, industrial and commercial operations, power is viewed as a public utility and basic infrastructure. The electrical power industry is commonly split up into four processes, namely, electricity generation (e.g. power station), electric power transmission, electricity distribution and electricity retailing. In many countries, electric power companies own the whole infrastructure from generating stations to transmission and distribution infrastructure. For this reason, electric power is viewed as a natural monopoly and is thus heavily regulated. There has been great concern over the past 2 decades about the scarcity of energy resources, and the need to focus on alternative fuel and renewable energy options. Despite environmental concerns, there hasn't been much traction thus far for these 'greener' options. However, there are indications that renewable energy and distributed generation, which have typically been less cost effective, are finally becoming more viable in economic terms. Additionally, a diverse mix of generation sources reduces the risks of electricity price spikes. FUTURE OUTLOOK Due to the influx of foreign companies, and the ramping up of operations by domestic companies, the industry is experiencing a hiring spike. New graduates would be advised to seek an initial position in one of the larger companies as there will be specific training courses and more opportunities for someone starting out. Given the breadth of the power industry, it is possible to work with a range of different technologies and disciplines depending upon your preferences. All of the large power-generation companies are looking for graduates and apprentices in a range of disciplines. Degrees in engineering (mechanical, electrical or civil), science (physics, chemistry or mathematics) and even IT or business studies are required. In addition, work experience is a big advantage. RISKS AND CHALLENGES: The Company's ability to foresee and manage business risks is crucial in achieving favorable results. While management is making further plans for Company functioning, Board is subject to the risks and uncertainties as given below. * Competition: Business opportunities also bring competition. Since the Company is still in the phase of its revival and is starting its activities, the Board needs to make full proof plans for achieving its targets. The Company is operating in a highly competitive environment. * Raw Material: Continuous supply of raw materials like fuel etc. is essential for timely completion of the projects. There is also a risk of escalation of cost or shortage in the supply of raw materials. As a start Company needs to make a standing in the market and maintain good business relations with suppliers for smooth and continuous supply of raw material at competitive rates. * Manpower: The timely availability of skilled and technical personnel is one of the key challenges. The Company maintains healthy and motivating work environment through various measures. * Capital: Infrastructure development is capital intensive in nature. The Company's business requires long-term commitment of capital to meet its financing requirements. Internal Control System and their adequacy: The Company has a detailed internal control system and internal control measures are in place to monitor performance against norms. The company has a sound system of Internal Controls for financial reporting of various transactions, efficiency of operations and compliance with relevant laws and regulations. Suitable delegation of power and guidelines for accounting has been issued for uniform compliance. The Company is committed to maintain an effective system of internal control for facilitating accurate, reliable and speedy compilation of financial information, safeguarding the assets and interests of the Company and ensuring compliance with all laws and regulations. The Company has a system to monitor, review and update internal controls on an ongoing basis. Income & Expenditure: The Company has started with some business operations and has some income and expenditure through the newly started construction activity. Apart from the direct business expenses the Company has also incurred administrative expenses of routine nature. OPPORTUNITIES AND THREATS Opportunities In recent years various steps have been initiated at the centre and state level which have led to greater transparency in the power generation sector. 1. Increasing Demand for electricity i.e. Indian Power sector is the fastest growing sector and there are huge demands and there is ample scope for the expansion. 2. The Government of India have adopted various policy measures to attract investment by the private sector. 3. Renewable Energy : For maintain the ecological balance it is imperative to tap the renewable energy resources available abundantly in the country. Threats 1. Slow Investment in Power Sector 2. Deteriorating Financials of State Utilities. 3. Huge Losses 4. Fuel Constraints 5. Constraint on power equipment manufacturing capacity. 6. Lack of skilled manpower. 7. Slow Environmental & forest clearnees REVIEW OF OPERATIONS The Company has been under the process of revival in the recent past. With the robust initiatives of the Management, the Company has started off with some business activity in the current financial year and further aspires success in the coming future. By order of the Board of Directors For Globus Constructors & Developers Limited Sd/- Date : 19.04.2012 Pawan Kumar Agarwal Place: New Delhi Chairman DIN: 01056455 COMPLIANCE CERTIFICATE To The Members M/s Globus Constructors & Developers Limited We have examined the registers, records, books and papers of Globus Constructors & Developers Limited as required to be maintained under the Companies Act, 1956 (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended on 31st December, 2011. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year: 1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, Central Government , Company Law Board or other authorities, wherever required, within the time prescribed under the Act and the rules made there under. 3. The Company has the minimum prescribed paid-up capital and its maximum number of members during the said financial year was 16,161. 4. The Board of Directors duly met 6 times on 14th May, 2011, 16th May, 2011, 25* July, 2011, 26th September, 2011, 10th November, 2011 and 5* December, 2011 in respect of which proper notice for each meeting was given and the proceedings were properly signed and recorded in the minutes book maintained for the purpose. 5. The Company closed its Register of Members, and/or Debenture holders from 10th June, 2011 to 14th June, 2011 and necessary compliance of Section 154 of the Act have been made and for taking effect in reduction of capital. 6. The Annual General Meeting for the financial year ending on 31st March, 2011 was held on 14th June, 2011 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in minutes book duly maintained for the purpose. 7. The Company has held one Extra Ordinary General Meeting on 22nd April, 2011 during the financial year ending 31st December, 2011 for taking shareholders approval for the preferential allotment. 8. The Company has not advanced any loan to its directors and/ or persons or firms or companies referred in Section 295 of the Act thus not required to comply with the said provisions. 9. The Company has not entered into any contract falling within the purview of Section 297 and thus not required to comply with the provisions for the same. 10. The Company has made necessary entries in the register maintained under Section 301 of the Act. 11. The Company was not required to obtain any necessary approval from Board of Directors, Members and the Central Government pursuant to Section 314 of the Act. 12. There were two request received for issue of duplicate share certificate during the financial year ending 31st December, 2011. 13. The Company has: a. Delivered all share certificates and on lodgment thereof for transfer/transmission of shares or any other purpose in accordance with the provisions of the Act. b. has not declared any dividend thus need to comply with the provisions of depositing the dividend amount in a separate bank account did not arise. c. was not required to comply with the provisions of issuing warrant as no dividend has been declared. d. has not transferred any money to the unpaid or unclaimed dividend account as no dividend was not declared during the year. e. has duly complied with the requirements of Section 217 of the Act. 14. The Board of Directors of the Company have been duly constituted and four directors were appointed on the Board of Directors of the Company. 15. The Company was not required to comply with the requirements of Section 269 of the Companies Act, 1956. 16. No sole selling agent has been appointed during the year. 17. The Company has obtained all necessary approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act. 18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and rules made there under. 19. The Company has issued 42,80,000 equity shares during the financial year and complied with the provisions under the Act. 20. The Company has not bought back its shares during the financial year ending 31st December, 2011. 21. The Company was not required to comply with the provisions relating to rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 22. The Company has redeemed any preference shares during the year under scrutiny. 23. The Company has not accepted any deposits under Section 58A during the financial year ending 31st December, 2011. 24. The Company has not borrowed any amount from directors, members, public, financial institutions, banks and others during the financial year ending 31st December, 2011 falling within the purview of Section 293(l)(d) of the Companies Act 1956. 25. The Company has not made any loans or given guarantees or provided securities to other body corporate and thus not required to comply with the relevant provisions of the Act in that respect but however has made investments in other Companies for which provisions of the Act has been duly complied with. 26. The Company has not altered the provisions of Memorandum with respect to situation of Company's registered office from one state to another during the financial year under scrutiny. 27. The Company has not altered the provisions of Memorandum with respect to objects of the company during the financial year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the financial year under scrutiny. 29. The Company has altered the provisions of Memorandum with respect to share capital of the Company during the financial year under scrutiny. 30. The Company has not altered its Articles of Association during the financial year under scrutiny. 31. The Company has not received any notice from any authority and no prosecution was initiated against the Company during the period under review. 32. The Company was not required to comply with the provisions of section 417 of the Act. 33. The Company was not required to comply with the provisions of Section 418 of Companies Act, 1956. For Sakshi Sachdeva & Associates Company Secretaries Sd/- Sakshi Seth Date : 19.04.2012 C.P. No. 8050 Place: New Delhi ANNEXURE A Registers as maintained by the Company:- 1. Register of Members under Section 150 of the Act; 2. Copies of Annual Returns and Registers under section 163 of the Act; 3. Minutes Book of the Board Meetings; 4. Minutes Books of the General Meetings; 5. Books of Accounts under Section 209 of the Act; 6. Register of Directors, Managing Director, Manager and Secretary under Section 303 of the Act; 7. Register of Directors' Shareholding under Section 307 of the Act; 8. Register of contracts, companies & firms in which directors are interested u/s 301 of the Act; 9. Register of Investments under Section 372A (5) of the Companies Act 1956. ANNEXURE B Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ending on 31st December, 2011. S. Form No Section/ Purpose A B No Regulation 1. Form 18 146 Change in the registered 14.10.2011 Yes office of the Company 2. Form 66 Sec 383 (1A) Compliance Certificate for 04.11.2011 No the financial year ending 31/03/2011 3. Form 5 Sec 95 Reclassification of 09.05.2011 & Yes Authorized Share Capital & 11.05.2011 Increase of Authorized Share Capital 4. Form 23 Sec 192 Registration of special 10.05.2011 Yes resolution passed for allotment of preference shares 5. Form 32 Sec 303(2) Appointment of Director 09/12/2011& Yes w.e.f 05/12/2011 & 14/10/2011 Resignation of Director w.e.f 05/12/2011. Appointment of Director w.e.f 26/09/2011 & Resignation of Director w.e.f 26/09/2011 6. Form 23AC 220(1) For financial year ending 29.11.2011 Yes & 23ACA 31/03/2011 7. Form 20B Sec 159 Filing of annual return for 13.10.2011 No Annual General Meeting for the year ending 31/03/2011 8. Form 23 Sec 192 Registration of special 10.05.2011 No resolution 9. Form 2 Sec 75 Allotment of Shares 10.06.2011 Yes 10. Form 5 Sec 95 Redemption of Preference 09.06.2011 Yes Shares A = Date of Filing B = Whether filed in time