The Directors are pleased to present to you the 35th Annual Report of yourCompany along with the Audited Financial Statements for the financial year ended March 31st2020.
FINANCIAL SUMMARY OR HIGHLIGHTS
The Company's financial performance for the financial year ended March 31st2020in comparison to previous year is as under:
( Rupees in Lakhs)
|PARTICULARS ||Financial Year 2019-20 ||Financial Year 2018-19 |
|Sales and other income ||0 ||0 |
|Profit/(Loss) before exceptional items and tax ||(73.66) ||(67.60) |
|Exceptional Item ||10.74 ||10.81 |
|Profit/(Loss) before Tax ||(84.40) ||(78.40) |
|Tax Expenses ||0.86 ||0.96 |
|Proft/(Loss) for the period ||(85.25) ||(79.37) |
*As per IND AS
OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE AND COMPANY'S STATE OF AFFAIRS
During the financial year ended March 31st 2020the total revenue was NIL.The Company has during the year under review incurred a loss of Rs. 85.25Lakhs as againstloss of Rs. 79.37Lakhs in the previous financial year.
Your Company is exploring other avenues for business and is in discussions/negotiationswith various vendors.
The Authorised Share Capital of your Company as on March 31 2020 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 2019-20 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.
Pursuant to the provisions of section 152 of the Companies Act 2013 Mr. Pawan KumarAgarwal Director retires by rotation and being eligible offers himself forre-appointment at the ensuing Annual General Meeting. The Board recommends hisreappointment.A resolution seeking shareholders' approval for his re-appointment formspart of the Notice.
Mr. Thamattoor Prabhakaran Nair was appointed as Additional Independent Director on theBoard of the Company pursuant to the provisions of section 149 of the Act read withCompanies (Appointment and Qualification of Directors) Rules 2014 for a period from March11 2020upto the date of AGM. The Nomination and Remuneration Committee of the Board hasrecommended the re-appointment of Mr. Thamattoor Prabhakaran Nair as an IndependentDirector for a term of five (5) years on the Board of the Company with effect fromSeptember29 2020upto September 28 2025.
During the year Mr. Narendra Kumbhat ceased to be Director of the Company with effectfrom 23.01.2020 due to sad demise. The Board places on record his appreciation for theirinvaluable contribution and guidance.
The Board of Directors (Board') has on the recommendation of Nomination &Remuneration Committee (NRC') and in accordance with provisions of the Act andListing Regulations reappointed Mr. Pawan Kumar Agarwal as Non-Executive Director onAugust312020 subject to the approval of members at the forthcoming 35thAnnualGeneral Meeting (AGM') of the Company. He is holding office as Non-ExecutiveDirector upto the date of the 35thAGM and is eligible for reappointment asNon-Executive Director. The resolutions pertaining to appointment of Mr. Pawan KumarAgarwal as Non-Executive Director and who is liable to retire by rotation.
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.
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations). There has been nochange in the circumstances affecting their status as independent directors of theCompany.
NUMBER OF MEETINGS OF THE BOARD ANDAUDIT COMMITTEE
The Board met 6 (six) times during the Financial Year 2019-20. The details of thenumber of Board and Audit Committee meetings of your Company are set out in the CorporateGovernance Report which forms part of this Report. The intervening gap between any twomeetings was within the period prescribed under the Act and Listing Regulations.
The Audit Committee of the Board as on March 31 2020 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 2020 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 2020 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 covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committeesleadership attribute of directors through vision and values strategic thinking anddecision 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
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 SEXUALHARASSMENT OF WOMEN AT WORKPLACE
The Sexual Harassment at the Workplace (Prevention Prohibition and Redressal) Act andRules 2013 hasbeen notified by the Ministry of Women & Child Developmenton 9thDecember 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.gpal.in/assets/sexual-harresment-Policv.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
The registered office of the Company was shifted from D-199 Pushpak Marg HanumanNagar Vaishali Nagar Jaipur-302021 to Shyam House Plot No. 3 Amrapali Circle VaishaliNagar Jaipur-302021 W.E.F 16th April 2019.
There is inter se transfer of shares among the Promoters of the Company. Promotershareholding in total is still same as 73.67%.
As per Regulation 17(1)(c) the Board of Directors of top 2000 listed companies (witheffect from 01.04.2020) shall comprise of not less than 6 directors according to marketcapitalization. Therefore Company has appointed Mrs. Chhavi Prabhakar (DIN: 07553853) andMr. Amitabh Tandon (DIN 01049659) as an additional director of the Company to meet thecriteria of the regulation.
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 March312020 the applicable accounting standards and Schedule III of the Companies Act2013have 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 year2019-2020 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.
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 34th AGM held on September 28 2019 the Members approved appointmentof Padam Dinesh & Co. 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 37th AGM subject to ratification of theirappointment by Members at every AGM if so required under the Act. The requirement toplace the matter relating to appointment of auditors for ratification by Members at everyAGM has been done away by the Companies (Amendment) Act 2017 with effect from May 72018. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the ensuing 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 2020does 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 the Year 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 2019-20 as required under Section 204 of theAct and the rules made thereunder. The Secretarial Audit Report for the financial year 2019-20 is attached as Annexure-1 to the Board's Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
During the Year 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 extracts of Annual Return pursuant to the provisions of Section 92(3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and administration )Rules 2014 in the prescribed Form MGT-9 is appended to Board's Report asAnnexure-2and same was uploaded on the website of the Company under the linkwww.gpgl.in/investors-relations.html.
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 Companyhttp://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 TECHNOLOGYABSORPTION 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
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 asAnnexure-3
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(Listing Obligation and Disclosure Requirement) Regulation 2015. A separate Report onCorporate Governance 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- 4.
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.
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-5 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 2014 held on 29th September 2014.
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 BYTHE 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 cooperation 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 ||Pawan Agarwal |
| ||Whole Time Director ||Director |
| ||DIN: 02153655 ||DIN:01056455 |
| ||Add: 9 Coral Court Essel Tower ||Add.: C-9/192 Block-C |
| ||M G Road Gurgaon-122002 ||Pocket-9 Rohini |
|Date: 31/08/2020 || ||Sector-7 Delhi-110085 |
|Place: New Delhi || || |