Your Directors have pleasure in presenting the Thirty Fourth Annual Report along withthe Audited Financial statements of your Company for the financial year ended March 312019.
Your Company's financial performance for the year ended 31st March2019 is summarisedbelow:
|Particulars ||Standalone |
| ||2018-2019 ||2017-2018 |
|Revenue from Operations ||0.01 ||0.00 |
|Other Income ||0.00 ||68.13 |
|Total Income ||0.01 ||68.13 |
|Total Expenses ||37.72 ||87.42 |
|Profit before Depreciation ||(37.71) ||(19.29) |
|Depreciation ||0.00 ||0.00 |
|Net Profit Before Tax ||(37.71) ||(19.29) |
|Provision for Tax ||Nil ||Nil |
|Deferred Tax ||355.03 ||0.00 |
|Net Profit After Tax ||317.32 ||(19.29) |
|Balance of Profit brought forward ||(1286.06) ||(1266.77) |
|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 ||(968.74) ||(1286.06) |
SUMMARY OF OPERATIONS & STATUS OF THE COMPANY:
During the year the company has incurred loss of Rs.37.71. Lakhs (Previous Year Loss19.29 Lakhs). (Figures are based on profit before Tax.) The operations of the companyseverely suffered since 2012 on account of disrupted supply of electricity and due publicunrest in and around city of Hyderabad on account of Bifurcation of the state.
The plant was closed during the year. M/S Globus Corpooration Ltd. is SSI unit morethan 100 workers were working in the unit. Your company's proposal to reschedule of theTerm loan and sanction of the working capital loan for the revival of the unit notconsidered by the Bank. The IOB Bank has denied for further restructuring of the loan. Thebankers of the company did not reply on the subject matter. The bank has disposed off thefixed assets of the company by e-Auction where only one Auctioneer participate in a hastymanner. The IOB Bank informed that they have disposed off the Fixed assets of the company.In current state there is complete erosion of capital-(100 %) and we are unable to raiseany additional fund.
DELISTING FROM NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE):
The Company had applied for voluntary delisting of equity shares of the Companypursuant to the Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009. The same is approved and the Company is delisted w.e.f August 08 2018.
LISTING FEES & ANNUAL FEES:
The Company has paid the Annual Listing fees to Bombay Stock Exchange National StockExchange National Security Depository Ltd Central Depository security Ltd for the year2016-2017 & 2017-2018 & 2018-2019.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The bank has disposed off fixed assets of the company and so material changes andcommitments have occurred subsequent to the close of FY 2017-18. The company had receiveda disclosure on 15th November 2018 pursuant Regulation 29(2) of SEBI(Substantial Acquisition of Share and Takeover) Regulation 2011 ('SAST Regulations frompromoters Mr. Mahendra Chandulal Shah in respect of acquisition of 9248425 equity sharesfrom the persons forming part of the promoter group mentioned therein as inter-setransfer of shares through an off market transaction in terms of Regulation 10(1)(a)(i)and 10(1)(a)(ii) of SEBI (SAST) Regulation 2011. There is no change in the aggregateholding of Promoter and Promoter Group pre and post the above said inter se transfer.Further In the Company s Extra Ordinary General Meeting held on 20thDecember 2018 the company has passed a Special Resolution with respect toReclassification of Persons Entities forming part of the Promoters group from Promoter& Promoter Group Categorv to Public Categorv in terms of Regulation 31A(2] read withRegulation 31A[7) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015. The promoters Mrs. Hasu Mahendra Shah Mr.Mit Mahendra Shah Mr. Akshat Mahendra Shah& Mahendra C Shah (HUF) were reclassifiedto Public category. These promoters are not holding any Equity Shares in the company.
During the period under review Directors did not recommend any dividend for the equityshareholders for the financial year 2018-19 due to past and current year losses.
TRANSFER TO RESERVES:
During the period under review no amount is transferred to General Reserve Account dueto heavy losses.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43 of LODR Regulation 2015 the regulation related to DividendDistribution Policy is not applicable to the Company.
During the period under review your Company has not accepted or renewed any amountfalling within the purview of provisions of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014. Hence the requirement forfurnishing of details of deposits which are not in compliance with the Chapter V of theAct is not applicable.
As on 31stMarch 2019 the issued subscribed and paid up share capital ofyour Company stood at Rs.127718000/- comprising of 63859000 Equity 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.
The Report on Corporate Governance as stipulated under Regulation 34 of the ListingRegulations is presented in a separate section forming a part of this Report.
The requisite certificate from M/s P.D. Saraf & Co. Chartered AccountantsStatutory Auditors confirming compliance with the conditions of corporate governance isenclosed to the Report on Corporate Governance
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34 of the Listing Regulations is presented in a separate section forminga part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Provision of Section 135 and Schedule VII of the Companies Act 2013 in respect toCorporate Social Responsibility (CSR) are 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 2018-19.
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 information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures is given as "Annexure A" to this report. Informationrequired under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 viz Details of Top ten employees of the company in termsof remuneration drawn during 2018-19 is not applicable as none of the employee is drawingremuneration in excess of the limits specified in the said Rule 5(2).
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
During FY 2018-19 all the related party transactions that were entered were at arm'slength basis and were in the ordinary course of the business. Also there were no relatedparty transactions which could be considered material in accordance with the Policy of theCompany on materiality of related party transactions All related party transactions arebeing reviewed and placed before the Audit Committee from time to time of their approvaland also been taken on record by the Board. Notes to the Standalone Financial Statementswhich sets out related party disclosures pursuant to IND AS.
RISK MANAGEMENT POLICY:
The Company has formulated and adopted a Risk Management Policy to prescribe riskassessment management reporting and disclosure requirements of the company. The Boardtakes all necessary steps to identify and evaluate business risks and opportunities andtake corrective steps.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size of itsoperations.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 and in relation to the auditedfinancial statements of the Company for the year ended March 31 2019 the Board ofDirectors to the best of its knowledge and ability hereby confirms that:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
ii. The directors had 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 had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors had prepared the annual accounts on a Liquidation basis. As theCompany operation are closed down.
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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: Directors:
In accordance with the provisions of Section 152 of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 read with Companies (Appointment& Qualification of Directors) Rules 2014 and the Article of Association of theCompany Mr. Mahendra Chandulal Shah (DIN: 01650375) Managing Director of the Companywill retire by rotation at the ensuing Annual General Meeting and being eligible hasoffered himself for reappointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.
Ms. Priti Amit Shah Woman Independent Director resigned as a Director of the Companyw.e.f. May 28 2019. The board placed on record its deep appreciation for the contributionmade by Ms. Priti Amit Shah during her tenure as an Independent Director of the Company.
Subject to the approval of the shareholders and based on the recommendations of theNomination and Remuneration Committee the Board at its meeting held on May 28 2019appointed Ms. Harsha Mohan Bukelia (DIN:08442249) as an Additional Woman IndependentDirector and Mr. Prashant Jairam Jakhal (DIN : 08454342)as an Additional IndependentDirectors of the Company for the period of 5 years commencing from May 28 2019. Theresolution seeking the appointment of Ms. Harsha Mohan Bukelia and Mr. Prashant JairamJakhal as an Independent Director has been included in the Notice of the ensuing AnnualGeneral Meeting. Your Directors commend the Resolutions for your approval for theaforesaid appointment/re-appointment. A brief resume / Profile of the Directors beingappointed forms part of the Notice of the ensuing AGM. During the year the non-executivedirectors of the Company had no pecuniary relationship or transaction with the Companyother than reimbursement of expenses and sitting fees incurred by them for the purpose ofattending meetings of the Company.
KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Sections 2(51) and 203of the Companies Act 2013 readwith the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 KeyManagerial Personnel of the Company as on 31st March 2019 are Mr. Mahendra Chandulal ShahManaging Director and Mr. Jitendra Shantilal Shah Chief Financial Officer. There has beenno change in the key managerial personnel during the year.
DECLARATION OF INDEPENDENCE:
Definition of Independence' of Directors is derived from Regulation 16(1)(b) ofthe Listing Regulations and Section149(6) of the Companies Act 2013 and Rules framedthereunder. Your Company has received declarations from all the Independent Directors ofyour Company confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1)(b) of the ListingRegulations.
MEETINGS OF THE BOARD:
The Board of Directors of your Company met 6 Times during the year to deliberate onvarious matters. The Meetings were convened on 15th May 2018 (10.00 a.m.); 15thMay 2018 (3.30 p.m.) 21st August 2018 14thNovember 2018 09thFebruary 2019 and 29th March 2019. The details of the Board Meeting andattendance of each of the Directors thereat have been provided in the Corporate GovernanceReport forming part of this Annual Report.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions the Companies Act 2013 and the Listing Regulations theBoard has carried out a formal annual evaluation of its own performance and that of itscommittees Independent Directors Non-Executive Directors Executive Directors and theChairman of the Board. The Directors expressed their satisfaction with the evaluationprocess. .
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.
COMMITTEES OF THE BOARD AUDIT COMMITTEE:
As on March 31 2019 the Audit Committee comprises of Mr. Sanjay Mohanlal Jogani as achairman of the committee Ms. Priti Amit Shah & Mr. Mahendra Chandulal Shah as itsother members. The terms of reference of the Audit Committee has been furnished in theCorporate Governance Report forming a part of this Annual Report. Further details relatingto the Audit Committee are provided in the Corporate Governance Report which forms anintegral part of this Annual Report. All the recommendations made by the Audit Committeeduring the year were accepted by the Board of Directors of your Company.
NOMINATION AND REMUNERATION COMMITTEE:
As on March 31 2019 the Nomination and Remuneration Committee comprises of Mr. SanjayMohanlal Jogani as a chairman of the committee Ms. Priti Amit Shah & Mr. MahendraChandulal Shah as its other members. Further details relating to the Nomination andRemuneration Committee are provided in the Corporate Governance Report which forms anintegral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
As on March 31 2019 the Stakeholders' Relationship Committee comprises of Ms. PritiAmit Shah as a chairman of the committee Mr. Sanjay Mohanlal Jogani & Mr. MahendraChandulal Shah as its other members. Further details pertaining to StakeholdersRelationship Committee are provided in the Corporate Governance Report which forms anintegral part of this Annual Report.
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 and the Listing Regulations framed Whistle Blower Policy for Directorsand employees of the Company to provide a mechanism which ensures adequate safeguards fromany victimization on raising on concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports.Etc. No instance under the Whistle Blower Policy was reported during the financial yearunder review.
Pursuant to the provisions of Section 139(1) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 as amended from time to time M/s. P. D. Saraf& Co Chartered Accountants(FRN : 10924W) has been appointed as the Statutory Auditorof the Company for the period of 5 financial years beginning from 2018-2019 to 2022-2023.Pursuant to the provisions of Section 139(1) of the Companies Act 2013 as amended witheffect from7th May 2018 ratification of the appointment of the statutory auditors by theMembers at every AGM during the period of their appointment has been withdrawn from theSection139(1) of the Companies Act 2013 with effect from that date. In view of the aboveno resolution is proposed for ratification of appointment of the Statutory Auditors at theensuing AGM and a note in respect of the same has been included in the Notice of theensuing AGM. The Statutory Auditors have confirmed that they are not disqualified tocontinue as Auditors and are eligible to hold office as Auditors of the Company. Asauthorised by the shareholders the Board on the recommendation of the Audit Committeehas ratified the appointment of the Statutory Auditors for their respective remainingterms at such remuneration as may be mutually agreed between the Board of Directors andthe Statutory Auditors from time to time. The Members are requested to give their consentfor appointment of the Statutory Auditors as aforesaid and fix their remuneration.
STATUTORY AUDITORS' OBSERVATIONS& COMMENTS FROM BOARD:
(a) Based on our audit procedures and according to the information and explanationgiven to us we are of the opinion that the Company has defaulted in repayment of dues tobanks and in turn Bank has disposed off all the Fixed Asset of the Company:-Due to heavylosses the company was facing difficulty to repay the amount. The Bank have takenpossession of its property in Hyderabad and disposed the fixed assets of the company inhasty manner by eAuction to only one bidder. The company's liabilities towards theprincipal amount is adjusted after the sale of assets of the Company and now the bank isclaiming on the interest part of the outstanding loan which is cleared on sale of assetsby the Bank.
|Key Audit Matters ||How the Matter was addressed in our audit |
|1. Deferred Tax Assets of Rs. 4.03 Crs. ||Our audit procedures included the following: |
| ||(i) We held discussion with the management with respect to the future possibility of generating revenues to utilize the deferred tax assets. |
| ||(ii) Deferred tax asset created denotes tax effect of brought forward losses to be adjusted against future period income. Since the company has discontinued business of manufacturing due to lack of funds there is no virtual certainty regarding future incomes. However the management is of the view that the company would be able to generate future income resulting into set-off of losses against future incomes. |
| ||The management has tried to revive the Company by getting new promoters. However the situation does not look positive. The management is hopeful for a positive outcome in legal cases filed against certain debtors. |
|2. Bank claim of Rs. 276.09 lacs ||Our audit procedures included the following: |
| ||(i) We discussed the matter with the management and saw the exchange of the relevant communications with the bank. |
| ||(ii)As explained and informed to us by the management the Bank had filed recovery proceedings against the Company with the Debt Recovery Tribunal (DRT) for recovery of Rs. 317.64 Lacs plus subsequent interest and charges. Subsequently they auctioned the properties of the Company and have recovered the above mentioned amount. The Bank is claiming a further Rs. 276.09 lacs towards contractual dues penal interest and other charges. We have discussed this issue with the management who are pursuing the matter of obtaining a waiver of the balance amount. |
| ||Therefore the Company has not provided for this amount in their accounts. |
| ||The Company is under huge financial losses and has outstanding bank liabilities. However bank has raised balance amount @Rs. 27609234.17 penal interest and other charges. Also suit has been filed by Bank against the Company as Company has written a letter for waiving the balance amount. However Management is Confident of settling the matter amicably. The Company has had several meetings with the Bank Management and is hopeful for an amicable settlement. |
|3. Contingent liability in relation to tax litigations ||Our audit procedures included the following |
|- Sales Tax dues of Rs. 734.04 lacs. ||(i) We obtained an understanding and details of completed tax assessments demands issued by tax authorities orders/notices received with respect to the litigations from the management. |
|- Income Tax dues of Rs. 56.68 lacs || |
| ||(ii) We held discussions with management to understand their assessment of the quantification and likelihood of significant exposures and the provisions required for specific cases. Various appeals have been filed by the company for the waiver of interest and penalty and these VAT and Income Tax liabilities are included in the amount of dues stated. The management is of the view that liability will be accounted as and when settled. Therefore no provision for the same is made in the Financial Statements. |
| ||The Company has filed for appeal with VAT and Income Tax. The Company will account the same as and when settled. |
|4. No confirmation from certain debtors ||Our audit procedures included the following: |
| ||(i) We obtained details of the amounts outstanding from the |
| ||debtors and the managements views on the same. |
| ||(ii) We have been informed by the management that no confirmations have been received from any of the debtors raising serious doubts about the recovery of the same. However we have been informed by the management that they are following up for the recovery and will take legal recourse if necessary. In their opinion the same does not require any provision. |
| ||The Company is actively following for recovery of dues. In some cases the Company has taken legal action and is hopeful for a positive result. |
Pursuant to the provisions of section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasre-appointed M/s. Madhukar K. Apte& Associates Company Secretaries as SecretarialAuditor for the financial year 31.3.2019 for conducting Secretarial Audit of your Companyfor the financial year 31.3.2019. The Secretarial Audit Report issued by the SecretarialAuditor M/s. Madhukar K. Apte & Associates for the financial year 31.3.2019is annexedherewith as "Annexure B" to this Report.
SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
(a) The Company has paid the fees due for 2018-19. However the benpos and other dataof the members of the Company is not available for verification. Thus in absence ofspecific data we are unable to verify the compliances and report the same in our report.
The Company has benpos and other data available for the year 2018-19. However due tologistical issues the auditor was unable to review the same.
(b) During the year under review the company has borrowed funds from its ManagingDirector amounting to Rs. 2994863/-. But the company has not taken the consent of theBoard of directors for the same as required under Section 179(3)(d) of the Companies Act2013. Further the company has not submitted a declaration received from the director asrequired under Rule 2(c)(viii) of Companies (Acceptance of Deposits) Rules 2014 to claimexemption from the definition of deposits'.:
Consent was taken in Annual General Meeting of 2015-2016.The Company has takendeclaration from the Managing Director.
(c) The Company has delayed in payment of the fees to the Stock Exchanges for2018-2019. :
-The Company is going through a tumultuous time financially. Payments were delayedhowever all payments for the 2018-2019 are cleared.
(d) The Company has only two directors from 01-04-2018 to 14-05-2018. Hence there is aviolation of Section 149(1)(a) of the Companies Act 2013 providing for minimum of 3directors in case of a public company:-
One of the former Executive Director resigned abruptly without giving adequate noticeto the Company. Hence the Company took some time before being able to induct a suitableDirector for the same. The company has appointed an additional director in a board meetingheld on 15-05-2018.
(e) 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. SEBI has imposed a fine of Rs.106200(upto March 2019) which isnot yet paid by the company:-
The Company is looking for a suitable candidate for the same but due to financialconstraints and company having no business activities no candidate is willing to join thecompany. The Company is in no position to pay the fine imposed.
(f) The Company has not appointed Internal Auditor as required under section 138 ofCompanies Act 2014:-
The Company has not appointed an Internal Auditor since there is no manufacturing ortrading turnover.
(g) 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:-
Due to financial constraints the company is not in a position to update the website.
(h) 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:-
Due to financial constraints the company is not in a position to publish notices in thenewspaper.
(i) 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 due to financialconstraints No qualified person is willing to join as Director of the company.
(j) The company has not complied with Section 253(4) of the Companies Act 2013 (asreported in the last report). This year the company has reversed the deferred tax in itsfinancial statements and the accumulated losses are less than its paid-up share capital.The Bank (IOB) has taken the possession of the fixed assets of the company and disposedoff the fixed assets. Presently the company has no fixed assets. The statutory auditorshas given their opinion not on going concern but on liquidation grounds. : -
The Company is under huge financial losses and has outstanding bank liabilities.However bank has raised balance amount @Rs.27609234.17 penal interest and othercharges. Also suit has been filed by Bank against the Company as Company has written aletter for waiving the balance amount. However Management is Confident of settling thematter amicably. The Case is pending with the DRT.
(k) The financial statements as on 31st March 2019 show that company has no fixedassets and no long term borrowings from banks / financial institutions. But the date fromMCA portal shows that the charge created on 23-04-2008 for Rs.45000000/- againstimmovable property or any interest therein Book debts Movable Property (not beingpledge) is open. Either the company has not filed satisfaction of charge as required underSection 82 of the Companies Act 2013 or the financial statements are not properlyprepared. However the financial statements are audited by the Statutory Auditors and asigned report has been submitted by them. Therefore in our opinion the financialstatements cannot be questioned. : -
The Bank has not issued a discharge certificate for immovable property. The case inongoing in the DRT. Hence company cannot file same with ROC
(l) Bank has filed a recovery suit of Rs. 317.64 Lacs plus subsequent interest andexpenses against the company in Debt Recovery Tribunal. Bank auctioned the properties andrecovered sum. Still the bank is claiming 276.09 Lacs against the company. The company isalso facing some litigations under tax laws and the same are pending before theauthorities. Hence the company has a contingent liability. :-
The case with the Bank is on-going in DRT. The company has filed an appeal with thesales tax and Income tax.
(m) The status of the company is active but not compliant: - The Company has not filedform INC-22A since the company has no company secretary. Hence the status is activenon-compliant. the Company is looking for a suitable candidate for the same but due tofinancial constraints no candidate is willing to join the company. The Company is not ina position to pay the fine imposed.
(n) The Company has not complied with the requirement of 27(2)(c) with respect tosigning of quarterly compliance report on Corporate Governance shall either by thecompliance officer or the chief executive officer of the listed entity:- The ComplianceReport is signed by the Managing Director of the Company.
(o) The Company has framed a policy for determination of materiality based on criteriaspecified regulation duly approved by its board of directors which has not uploaded onits website as per Regulation 30(4)(ii) : -
Due to financial constraints the company is not in position to update its website.
(p) The board of directors of the company has authorized Key Managerial Personnel forthe purpose of determining materiality of an event or information and for the purpose ofmaking disclosures to stock exchange(s) under this regulation however the contact detailsof such personnel has not disclosed to the stock exchange(s) and as well as on the listedentity's website as per Regulation 30(4)(5) - The contact details of KMP has notdisclosed to the stock exchange(s) and as well as on the listed entity's website. The sameshall be done in due course of time.
(q) The Company has not appointed depositories for monitoring foreign investment: -
Due to financial constraints and company having no business activities the company hasno financial capability to appoint depositories for monitoring foreign investment.
(r) The Company has made delay in submission of Financial Results for Quarter endedJune 2018 and SEBI has imposed a fine of Rs. 35400 which is not yet paid by thecompany.-
Due to financial constraints and Company having no business activities the Companydoes not have the financial capability to pay the fine imposed.
REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditor have reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against your Company by its officers and employeesdetails of which would need to be mentioned in the Board's Report.
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 31stMarch2019 is given in "AnnexureC".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the period under review there were no significant material orders passed by theRegulators / Courts / Tribunals.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
Your Company has not issued any shares with differential voting.
Your Company has not issued any sweat equity shares.
There was no revision in the financial statements.
There has been no change in the nature of business of your Company
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 hasnot received 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 haveconfirmed compliance with the Code.
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 |
| ||Mahendra Chandulal Shah |
| ||Chairman |
| ||DIN : 01650375 |
|Place: Mumbai || |
|Date: 14.08.2019 || |