DIRECTOR'S REPORT Dear Members. Your Directors have pleasure in presenting their 30"1 Annual Report on the business and operations of the Company together with audited accounts for the financial year ended March 31,2015. OPERATIONS During the financial year ended March 31, 2015 the total revenue on a standalone basis was Rs. 6.92 Lakhs as against the revenue for the last financial year ended March 312014 which was Rs. 127.66 Lakhs. During the year the Company has incurred a loss of Rs. 55.74 Lakhs as against loss of Rs. 169.28 Lakhs in the previous financial year. CONSOLIDATED ACCOUNTS The consolidated financial statements of your Company for the financial year 2014-15, are prepared in compliance with applicable provisions of the Companies Act, 2013. Accounting Standards and Listing Agreement as prescribed by ih& Securities and Exchange Board of India (SEBI>. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company, its subsidiary and Unaudited Financial statement of associate companies, as approved by their respective Board of Directors. DIVIDEND There being no profits earned during the year 2014-2015, so your Directors regret their inability to recommend any dividend for the financial yearended March 31, 2015. DEPOSIT In terms of the provisions of Sections 73 of the Companies Act, 2013 read with the relevant Rules of the Companies Act. 2013 your Company has not accepted any deposit from the public during the financial year 2014-2015. SUBSIDIARY AND ASSOCIATE COMPANIES Subsidiary Companies The Company has only one subsidiary i.e. M/s Transtech Green Power Private Limited. The Board of Directors of the Company reviewed the affairs of its subsidiary Company regularly. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements including requisite details of subsidiary. We have prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement and all other requisite details of the subsidiary Company in the prescribed format AOC-1 (Part-A) is appended as Annexure- 1 to the Board's Report. In accordance with Section 136 of Companies Act 2013, the audited financial statements together with consolidated financial statements and related information of the Company and audited accounts of subsidiary are available on the website of the Company i.e. mvw.epel.in/investors-relations.himL Associate Companies The Company has two associate Companies i.e. M/s Trinity Credit Management Services Pvt. Ltd. & M/s Spectrum Power Generation Limited. In accordance with section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements including requisite details of associates. We have prepared consolidated financial statements of the Company and its associates, which form part of the Annual Report. Further, a statement containing the salient features of the financial statements and all other requisite details of the associate Companies in the prescribed format AOC-I (Part-B) is appended as Annexure- / to the Board's Report. In accordance with Section 136 of Companies Act 2013, the consolidated financial statements and related information of the Company and audited accounts of Associates are available on the website of the Company i.e. www.gpgI.in/mvestors~relations < html. DIRECTORS Brief Details of Directors appointment/re-appointment has been stated in the Corporate Governance Report. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE The details of the number of Board and Audit Committee meetings of your Company are set out in the Corporate Governance Report which forms part of this Report. DECLARATION BY AN INDEPENDENT DIRECTOR(S) Your Company has received declaration from all the Independent Directors confining (hat they meet the criteria of independence as prescribed under the provisions of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement. ANNUAL EVALUATION OF BOARD'S PERFORMANCE In terms of the provisions of the Companies Act, 2013 read with Rules prescribed there under and Clause 49 of the Listing Agreement, the Board of Directors on recommendation of the Nomination and Remuneration Committee, have evaluated the effectiveness of the Director! m for the financial year 2014-15. The parameter for evaluation was based on following points: 1. Leadership initiative. 2. Initiative in terms of new ideas and planning for the Company. 3. Professional skills, problem solving, and decision-making. 4. Compliance with policies of the Company, ethics, code of conduct, etc. 5. Reporting of frauds, violation etc. 6. Safeguarding of interest of whistle blowers under vigil mechanism. 7. Timely inputs on the minutes of the meetings of the Board and Committee, if any. 8. Consideration of the independent audit plan and provides recommendations. FAMILIARISATION PROGRAMME MODULE The Familiarization Program Module ("the Program") for Independent Directors of the Company lias been adopted by the Board ofDirectors pursuant to Securities and Exchange Board of India Circular no. CIR/CFD/POLICY CELL/7/2014 dated September 15,2014. The Independent Directors were intimated and informed about the operational, financial, legal and secretarial aspects of the Company. The details of such familiarization programs have been disclosed on the Company's website of the Company under the \irik <file:///irik> www. fflfglJn/wvvsrors-n'tiitions.html. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company has implemented a vigil mechanism policy to deal with instance of fraud and mismanagement, if any. The policy also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in all cases. The details of the policy are posted on the website of the Company under tlte link www,gpgl.iit/U)i>estors-retat/ons.htmL There were no complaints during the year 2014-15. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMAN AT WORKPLACE The Sexual Harassment at the Workplace (Prevention, Prohibition and Redressal) Act and Rules, 2013 has been notified by the Ministry of Women & Child Development last year. The Company felt the need to have a policy on this matter. The policy was approved by the Board and same was uploaded on the website of the Company under the Unkwivw.epeUn/imestors-reJaiionsMmi. MATERIAL CHANGES The Company has acquired M/s Globus Solar Power Private Limited (formerly known as Transtech Green Solar MP Pvt. Ltd.) on 13.08.2015. Further, M/s Trinity Management Services Private Limited is not an Associate Company of Globus Power Generation Limited w.e.f 01.04.2015. Further, Company has received the certificate from Ministry of Corporate Affairs in respect of change of registered office from the state of Delhi to the state of Rajasthan on 02nd day of March 2015. DIRECTORS RESPONSIBILITY STATEMENT In terms of the provision of section 134(3)(c) of the Companies Act. 2013, your Directors confirm that: i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards and Schedule ni of the Companies Act, 2013. have been followed and there are no material departures from the same; ii) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of the affairs of the Company at the end of financial year 2014-2015 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 adequate Accounting Records in the accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) the Directors have prepared the Annual Accounts on a going concern basis. v) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively. vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. AUDITORS At Annual General Meeting CAGM") held on 29.09.2014, M/s Padam Dinesh & Company (FRN : 009061N), Chartered Accountants, were appointed as Statutory Auditor of the Company to hold office till the conclusion of 33ld AGM to be held in the calendar year 2018 with the ratification of Shareholders at AGM every year. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company lias received a certificate from the above Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The Auditor's Report presented by M/s Padam Dinesh & Co., Chartered Accountants (FRN: 00906IN), Statutory Auditors of the Company on the accounts for the financial year ended March 31, 2015 is unqualified. SECRETARIAL AUDIT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed /s Manish Durga & Associates, Company Secretaries in its meeting held on 30.09.2014 to conduct the Secretarial Audit for the financial year 2014-2015 of your Company. The Secretarial Audit Report is appended to Board's Report as "Annexure - 2". The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and admiiustration) Rules. 2014 in the prescribed Form MGT-9 is appended to Board's Report as "Annexure - 3 " IMPLEMENTATION OF RISK MANAGEMENT POLICY The Company has developed and adopted a Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level also threaten the existence of the Company. Risks are assessed, department wise such as financial risks, information technology related risks, legal risks, accounting fraud etc. The Risk Management Committee assists the Board in fulfilling its corporate governance oversight responsibilities with regard to the identification, evaluation and mitigation of operational, strategic and external environment risks. The Coimnittee also ensures that the Company is taking appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities. There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis Report which forms part of this Report. COMPANY AFFAIRS The Company is engaged in the business of making strategic investments in infrastructure sector and particularly power generation business and acquisition of portfolio of wind / bio mass power plants and to make them part of their group. The business includes making investment in other securities, derivatives, mutual funds and properties. The Company is listed on Bombay Stock Exchange (BSE) in the name of Globus Constructors ami Developers Ltd having its Seciirity Code- 526025 & ISIN - 1EN064L01015. 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 die Company involving Foreign Exchange. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 of the Companies Act. 2013 read with 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 uAnnextir&-4" Further, there was no employee during the financial year who was in receipt of remuneration more than Rs. 5,00,000 per month or Rs. 60 Lacs per annum. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the rules issued there under and Clause 49 of the Listing Agreement, the Board of Directors at their meeting held on 30"1 day of March. 2015 formulated the Nomination and Remuneration Policy of your Company on the recommendations of the Nomination and Remuneration Committee. The salient aspects covered in the Nomination and Remuneration Policy, covering tlie policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report. INDUSTRIAL RELATIONS The Company remains regularly in touch with each employee with regard to solving their grievance and maintains high quality standards for them. CORPORATE GOVERNANCE REPORT Your Company believes that Corporate Governance is the basis of stakeholder satisfaction. Your Company's governance practices are described separately in this annual report Your Company has obtained a certification from M/s Manish Durga & Associates, Company Secretaries on compliance with clause 49 of the Listing Agreement with Indian Stock Exchanges. This certificate is also forms part of this Report. INTERNAL FINANCIAL CONTROLS The internal control system including internal financial controls of the Company is monitored by an independent internal auditor, which encompasses examination/ periodic reviews to ascertain adequacy of internal controls and compliance to Company's policies. Weaknesses are noted and shared with audit committee, which ensures orderly and efficient conduct of the business and effectiveness of the system of internal control. Internal auditors. Audit Committee members and Statutory Auditors have full and free access to all the information and records considered necessary to carry out the assigned responsibilrties. The Annual Accounts have been prepared on a going concern basis. Directors have laid down internal financial controls to be followed by die Company; through periodic internal audits they monitor compliance to the internal financial controls to ascertain whether they are adequate and operating effectively. The Directors have devised appropriate systems to ensure compliance with the provisions of all applicable laws and they monitor adequacy and operating effectiveness of the same annually. MANAGEMENT DISCUSSION AND ANALYSIS A report on Management Discussion and Analysis as stipulated under clause 49 of the Listing Agreement, as applicable, fonns the part of this report under corporate governance report. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 fonu part of the notes to the financial statements provided in this Annual Report. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS There are no significant/material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of your Company and its operations in future. APPRECIATION Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the financial year. Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support. ACKNOWLEDGEMENT Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers. Regulatory and Government authorities. Stock Exchanges and business associates for their cooperation, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and unstinting efforts in ensuring an excellent all round operational perfonnance at all levels. On and behalf of the Board of Directors of Globus Power Generation Limited Pawan Kumar Agarwal Chairman DIN No. 01056455 PLACE: New Delhi DATE: 13.08.2015 Add. C-9/192, Block-C. Pocket-9, Rohini, Sector-7, Delhi-110085 |