Globus Power Generation Limited
The Directors are pleased to present to you the 36 Annual Report of your Company alongwith the Audited
Financial Statements for the financial year ended March 31 2021.
FINANCIAL SUMMARY OR HIGHLIGHTS
The Company's financial performance for the financial year ended March 31 2021 incomparison to previous year is as under:
| || ||(Rupees in Lakhs) |
|PARTICULARS ||Financial Year 2020-21 ||Financial Year 2019-20 |
|Sales and other income ||0.28 ||0 |
|Profit/(Loss) before exceptional items and tax ||(45.00) ||(73.66) |
|Exceptional Item ||2264.53 ||10.74 |
|Profit/(Loss) before Tax ||(2309.53) ||(84.40) |
|Tax Expenses ||5.48 ||0.86 |
|Proft/(Loss) for the period ||(2315.01) ||(85.25) |
*As per IND AS
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE AND COMPANY'S STATE OF AFFAIRS
During the financial year ended March 31 2021 the total revenue was 0.28 Lakhs. TheCompany has during the year under review incurred a loss of Rs. 2315.01 Lakhs as againstloss of Rs. 85.25 Lakhs in the previous financial year.
Your Company is exploring other avenues for business Opportunity.
The Authorised Share Capital of your Company as on March 31 2021 stands at Rs. 102Crores divided into 10.2 Crore equity shares of Rs. 10/- each. The Paid up share capitalof your Company is Rs. 989484800 divided into 98948480 equity shares of Rs. 10/-each.
The financial statements of your Company for the financial year 2020-21 are preparedin compliance with applicable provisions of the Companies Act 2013 Accounting StandardsIND AS and Listing Agreement as prescribed by the Securities and Exchange Board of India(SEBI). The financial statements have been prepared on the basis of Audited FinancialStatements of the Company as approved by their respective Board of Directors.
No Dividend was declared for the current financial year due to consistent lossesincurred by the Company.
In terms of the provisions of Sections 73 of Companies Act 2013 or any otherProvisions of Companies Act 2013 read with the Companies (Acceptance of Deposits) Rulesthe Company had not accepted any deposits from the public and as such no amount onaccount of Principal or interest on public deposits was not outstanding as on the date ofBalance Sheet.
SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANY
The Company had no Subsidiary Associate company or Joint Venture Company during thereporting period. Accordingly the requirements pursuant to Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies Account (Rules) 2014 is notapplicable.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS ("KMP")
Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 and the Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 ("ListingRegulations") and is mentioned below:
|Mr. Abhay Khanna ||Executive Director |
|Mr. Amitabh Tandon ||Non-Executive Director |
|Mr. Suneel Vohra ||Additional Director |
|Ms. Nishi Sabharwal ||Independent Women Director |
|Ms. Chhavi Prabhakar ||Independent Women Director |
|Mr. Thamattoor Prabhakaran Nair ||Independent Director |
|The Company has following KMPs || |
|Mr. Alok Gupta ||Chief Financial Officer ("CFO") |
|Mrs. Urmil Kakkar ||Company Secretary ("CS") |
Pursuant to the provisions of section 152 of the Companies Act 2013 Mr. Abhay Khanna(DIN:02153655) Executive Director due to retire by rotation and being eligible offershimself for re-appointment at the ensuing Annual General Meeting. The Board recommends hisre-appointment as a Director of the Company. A resolution seeking shareholders' approvalfor his re-appointment forms part of the Notice.
Globus Power Generation Ltd.
Mrs. Nishi Sabharwal was appointed as Additional Independent Director on the Board ofthe Company pursuant to the provisions of section 149 of the Act read with Companies(Appointment and Qualification of Directors) Rules 2014 for a period from November 122020 upto the date of AGM. The Nomination and Remuneration Committee of the Board hasrecommended the re-appointment of Mrs. Nishi Sabharwal as an Independent Director for aterm of four (4) years on the Board of the Company with effect from conclusion of ensuingAnnual General Meeting to conclusion of 40 Annual General Meeting. A resolution seekingshareholders' approval for his re-appointment forms part of the Notice.
Mr. Suneel Vohra was appointed as an Additional Director on the Board of the Companypursuant to the provisions of section 161(1) of the Act read with Companies (Appointmentand Qualification of Directors) Rules 2014 for a period from June 29 2021 upto the dateof AGM. The Nomination and Remuneration Committee of the Board has recommended theappointment of Mr. Suneel Vohra as Non-Executive Director for a term of two (2) years onthe Board of the Company with effect from conclusion of ensuing Annual General Meeting toconclusion of 38 Annual General Meeting. A resolution seeking shareholders' approval forhis re-appointment forms part of the Notice.
Mr. Amitabh Tandon was appointed as a Non-Executive Director on the Board of theCompany pursuant to the provisions of section 149 and 152 of the Act read with Companies(Appointment and Qualification of Directors) Rules 2014 for a period of 1 year from theconclusion of 35 Annual General Meeting to 36 Annual General Meeting. The Nomination andRemuneration Committee of the Board has recommended the re-appointment of Mr. AmitabhTandon as Non-Executive Director for a further term of two (2) years on the Board of theCompany with effect from conclusion of ensuing Annual General Meeting till the conclusionof 38 Annual General Meeting. A resolution seeking shareholders' approval for hisreappointment forms part of the Notice.
During the year Mr. Pawan Kumar Agarwal ceased to be Director of the Company witheffect from 24.06.2021 due to occupancy in other assignments. The Board placed on recordtheir appreciation for his invaluable contribution and guidance.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than reimbursement ofexpenses incurred by them for the purpose of attending meetings of the Board / Committeeof the Company.
In accordance with Regulation 36(3) of the Listing Regulations and SecretarialStandards the brief profile and particulars of all the Directors seeking reappointment /re-designation is given in the Annexure to the Notice convening the AGM.
All the Directors of the Company have confirmed that they are not disqualified frombeing staying on the Board of directors in terms of Section 164(2) of the Companies Act2013 and they have also submitted Declaration to that effect.
INDEPENDENT DIRECTORS' MEETING
In compliance with the requirements of Schedule IV of the Act a Meeting of theIndependent Directors was held on 12 February 2021 without the participation of theExecutive Directors or Management Personnel.
Globus Power Generation Ltd.
The Independent Director carried out performance evaluation of Non-IndependentDirectors and the Board of Directors as a whole performance of Chairman of the Companythe quality contents and timeliness of flow of information between the Management andBoard based on the performance evaluation framework of the Company.
DECLARATION OF INDEPENDENT DIRECTORS
All Independent Directors of your Company have submitted a Declaration that they meetthe criteria of Independence as provided in Section 149(6) and 149(7) of the Act andRegulation 16(1)(b) of the Listing Regulations and there is no change in their status ofIndependence. As required under Section 149(7) of the Act the said declaration was placedin the Board Meeting held on 29 th June 2021.
NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the Year under review total 4 (four) Meetings of the Board of Directors of yourCompany were held i.e. on 29 June 2020 31 August 2020 12 November 2020 and 12February 2021. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013. Details of Board Composition and Board Meetings held duringthe Financial Year 2020-21 have been provided in the Corporate Governance Report whichforms part of this Annual Report.
The Audit Committee of the Board as on March 31 2021 comprises of Mr. ThamattoorPrabhakaran Nair Mr. Pawan Kumar Agarwal and Mrs. Nishi Arora Sabharwal. For detailsplease refer to Corporate Governance Report attached to this report. The Board hasaccepted all the recommendation made by the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Board as on March 31 2021 comprisesof Mr. Thamattoor Prabhakaran Nair Mr. Pawan Kumar Agarwal and Mrs. Nishi AroraSabharwal. For details please refer to Corporate Governance Report attached to thisAnnual Report.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Committee reviews and ensures redressal of investor grievances. For details pleaserefer to Corporate Governance Report attached to this report.
The Stakeholders Relationship Committee of the Board as on March 31 2021 comprisesof Mr. Thamattoor Prabhakaran Nair Mr. Pawan Kumar Agarwal and Mr. Abhay Khanna
Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout the annual performance evaluation of its own performance the Directors individuallyas well as the evaluation of the working of its Board Committees. The exercise was carriedout through a structured evaluation process
Globus Power Generation Ltd.
covering various aspects of the Board's functioning such as adequacy of the compositionof the Board and its Committees leadership attribute of directors through vision andvalues strategic thinking and decision making adequacy of business strategy etc.
The performance evaluation of the Independent Directors was done by the entire Boardexcluding the Directors being evaluated. A separate meeting of the independent directorswas also held where in performance of non independent directors performance of the boardas a whole and performance of the chairman and Whole Time Director was evaluated. Thedirectors expressed their satisfaction with the evaluation process.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017
FAMILIARISATION PROGRAMME MODULE
The Company familiarizes the Independent Directors with a brief background of theCompany their roles rights responsibilities in the Company nature of the Industry inwhich the Company operates operations of the Company etc. They are also informed of theimportant policies of the Company including the Code of Conduct for Board Members andSenior Management Personnel. The Familiarization Program Module for Independent Directorsof the Company has been adopted by the Board of Directors. The particulars offamiliarization program for Independent Directors can be accessed on the Company's Websitewww.gpgl.in in terms of the provisions of Regulation 46(2)(i) of Listing Regulations.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) & (10) of the Companies Act 2013 read with rules madethereunder and the Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Company has in place a mechanism for Directors employees vendorsand customers to report concerns about unethical behaviour actual or suspected fraudviolation of Code of Conduct of the Company etc. The mechanism also provides for adequatesafeguards against victimization of Whistle Blower who avail the mechanism and alsoprovides for direct access to the Whistle Blower to the Chairman of the Audit Committee.
The Vigil Mechanism Policy may be accessed on the Company's website at the linkhttp://www.gpgl.in/assets/vigil_mechanism_policy.pdf
RISK MANAGEMENT POLICY
The Company has Risk Management Policy to mitigate the risks. The Company manages andmonitors the principal risks and uncertainties that can impact its ability to achieve itsstrategic objectives. The Internal Auditor of the Company prepares quarterly risk analysisreports which are reviewed and discussed in the Audit Committee Meetings.
There are no risks which in the opinion of the Board threaten the existence of yourCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Report.
The Risk Management Policy may be accessed on the Company's website at the linkhttp://www.gpgl.in/assets/risk-management-policy.pdf
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Sexual Harassment at the Workplace (Prevention Prohibition and Redressal) Act andRules 2013 has been notified by the Ministry of Women & Child Development on 9December 2013. Under the said Act every Company is required to set up an InternalComplaints Committee to look into complaints relating to sexual harassment at work placeof any women employee. The Company has adopted a policy and was approved by the Board.Details of constitution of the committee forms part of the policy and have been uploadedon the website of the Company under the linkhttp://www.gpgl.in/assets/sexual-harresment-policy.pdf
The following is a summary of sexual harassment complaints received and disposed offduring the year:
No. of complaints received: Nil
No. of complaints disposed off: Nil
MATERIAL CHANGES AFFECTING THE BUSINESS OPERATIONS AND FINANCIAL POSITION OF THECOMPANY
The ongoing global COVID-19 pandemic has caused and continues to cause significant lossof life and has resulted in curtailment of economic activities across the world as localadministrations and governments seek to limit spread of the disease including throughlockdown policies restriction on business activities and business shutdowns. Among otherthings many of your Company's and its clients' offices have been closed and employeeshave been working from home and many customer-facing businesses have closed or areoperating at a significantly lower capacity to observe various social distancingrequirements and government-mandated COVID-19 protocols.
During the COVID-19 pandemic there have been no material changes and commitmentsaffecting the financial position of the Company between the end of the financial year andthe date of this report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of the provision of section 134(3) (c) of Companies Act 2013 your Directorsconfirm that:
i) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
ii) the Directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of the affairs of the Company at the end of financial year2020-2021 and of the profit/ loss of the Company for the year ended as on that date;
iii) the Directors had taken proper and sufficient care for the maintenance of adequateAccounting Records in the accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
Globus Power Generation Ltd.
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 systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
At the 34 AGM held on September 28 2019 the Members approved appointment of M/s PadamDinesh & Company Chartered Accountants (Registration No. 009061N) as StatutoryAuditors of the Company to hold office for a period of four years from the conclusion ofthat AGM till the conclusion of the 37 AGM subject to ratification of their appointmentby Members at every AGM if so required under the Act. The requirement to place the matterrelating to appointment of auditors for ratification by Members at every AGM has been doneaway by the Companies (Amendment) Act 2017 with effect from May 7 2018. Accordingly noresolution is being proposed for ratification of appointment of statutory auditors at theensuing AGM and a note in respect of same has been included in the Notice for this AGM.
The Auditor's Report presented by M/s Padam Dinesh & Co. Chartered Accountants(FRN: 009061N) Statutory Auditors of the Company pertaining to accounts of the Companyfor the financial year ended March 31 2021 does not contain any qualificationreservation adverse remark or disclaimer. The Statutory Auditors have not reported anyincident of fraud to the Audit Committee or to the Board of Directors under section143(12) of the Act during theYear under review.
SECRETARIAL AUDITOR AND SECRETARIAL STANDARDS
The Board has appointed Mr. Sandeep Mehra Company Secretary to conduct the SecretarialAudit of the Company for the financial year 2020-21 as required under Section 204 of theAct and the rules made thereunder. The Secretarial Audit Report for the financial year2020-21 is attached as "Annexure-1" to the Board's Report. TheSecretarial Audit Report does not contain any qualification reservation or adverseremark.
During theYear the Company has complied with the applicable Secretarial Standardsissued by the Institute of Company Secretaries of India.
As per Notification No.CIR/CFD/CMD1/27/2009 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Company has obtained the Secretarial ComplianceCertificate from Mr. Sandeep Mehra Practicing Company Secretary.
The Board of Directors based on the recommendation of the Audit Committee re-appointedM/s Naresh Jai & Associates Chartered Accountants as an Internal Auditors of yourCompany in terms of Section 138 and other applicable provisions of the Companies Act 2013and rules made thereunder.
Your Company is not required to maintain cost records as prescribed under CompaniesAct 2013.
EXTRACT OF ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Companies Act2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014 isavailable on the Company's website at the link http://www.gpgl.in/assets/mgt-9.pdf
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the Year the Company has not entered into any contract/ arrangement with arelated party as specified under section 188 of the Companies Act 2013. Thereforedisclosure in Form AOC-2 is not required.
The Policy on Related Party Transactions as approved by the Board is uploaded on thewebsite of the Company http://www.gpgl.in/assets/rpt-policy.pdf.
The Company is engaged in the business of making strategic investments ininfrastructure sector and particularly power generation business and acquisition ofportfolio of wind / bio mass power plants and to make them part of their group. Thecompany is a listed entity on BSE in the name of Globus Constructors and Developers Ltd.having its security code-526025 & ISIN -INE064L01015.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required under the Companies (Disclosure of Particulars in the Report ofBoard of Directors) Rules 1988
Conservation of Energy
Presently there being no operations involving energy consumption thus the provisionswith 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
Globus Power Generation Ltd.
No technology was absorbed adapted or innovated during the financial year.
Foreign Exchange-Earning /Outgo
There was no transaction made by the Company involving Foreign Exchange.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is appended to the Board's Report as "Annexure-2"
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the rules issued there under and Regulations the Board of Directorsat their meeting formulated the Nomination and Remuneration Policy of your Company on therecommendations of the Nomination and Remuneration Committee. The salient aspects coveredin the Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters have been outlined in the Corporate GovernanceReport which forms part of this Report.
The Company remains regularly in touch with each employee with regard to solving theirgrievance and maintains high quality standards for them. The Industrial relations of yourCompany are normal.
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by Securities and Exchange Boardof India ('SEBI') as per Regulation 27 of Securities and Exchange Board of India (ListingObligation and Disclosure Requirement) Regulation 2015. A separate Report on CorporateGovernance along with a certificate from Mr. Sandeep Mehra Company Secretary oncompliance with the conditions of Corporate Governance as stipulated under ListingRegulations is provided as part of this Annual Report. This certificate is also forms partof this Report as "Annexure- 3".
INTERNAL FINANCIAL CONTROLS
The internal control system including internal financial controls of the Company ismonitored by an independent internal auditor which encompasses examination/ periodicreviews to ascertain adequacy of internal controls and compliance to Company's policies.Weaknesses are noted and shared with audit committee which ensures orderly and efficientconduct of the business and effectiveness of the system of internal control. Internalauditors Audit Committee members and Statutory Auditors have full and free access to allthe information and records considered necessary to carry out the assignedresponsibilities.
Globus Power Generation Ltd.
The Annual Accounts have been prepared on a going concern basis. Directors have laiddown internal financial controls to be followed by the Company; through periodic internalaudits they monitor compliance to the internal financial controls to ascertain whetherthey are adequate and operating effectively. The Directors have devised appropriatesystems to ensure compliance with the provisions of all applicable laws and they monitoradequacy and operating effectiveness of the same annually.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 a report onManagement Discussion & Analysis forms part of the Annual Report and is herewithannexed as "Annexure-4" to this report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013
The particulars of loans given investment made or guarantee given or security providedby the Company under section 186 of Companies Act 2013 is not exceeding Rs. 5000 crorestogether with the existing loans & advances or security or guarantee in connection ofwhich consent of members had already been taken by way of Special resolution in the AnnualGeneral Meeting for the year ended 2020 held on 29 September 2020.
Particulars of loans guarantees and investments covered under section 186 of theCompanies Act 2013 form part of the Notes to the financial statements provided in thisAnnual Report.
SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Boards ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.
|On and behalf of the Board of Directors |
|For Globus Power Generation Limited |
| ||Sd/- ||Sd/- |
| ||Abhay Khanna ||Amitabh Tandon |
| ||Whole Time Director ||Director |
| ||DIN : 02153655 ||DIN: 01049659 |
| ||Add: 9 Coral Court Essel Tower ||Add.: 308 Block A-2 Vaishali Nagar |
| ||M G Road Gurgaon-122002 ||Retreat Nemi Sagar Queens Road |
|Date: 12/08/2021 || ||Vaishali Nagar Jaipur |
|Place: New Delhi || || |