Globus Corporation Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the Thirty Fourth Annual Report along with
the Audited Financial statements of your Company for the financial year ended March 31,
2019.
FINANCIAL PERFORMANCE
Your Company's financial performance for the year ended 31st March,2019 is summarised
below:
| 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 Loss
19.29 Lakhs). (Figures are based on profit before Tax.) The operations of the company
severely suffered since 2012 on account of disrupted supply of electricity and due public
unrest 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, more
than 100 workers were working in the unit. Your company's proposal to reschedule of the
Term loan and sanction of the working capital loan for the revival of the unit not
considered by the Bank. The IOB Bank has denied for further restructuring of the loan. The
bankers of the company did not reply on the subject matter. The bank has disposed off the
fixed assets of the company by e-Auction where only one Auctioneer participate in a hasty
manner. 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 raise
any additional fund.
DELISTING FROM NATIONAL STOCK EXCHANGE OF INDIA LIMITED (NSE):
The Company had applied for voluntary delisting of equity shares of the Company
pursuant 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 Stock
Exchange, National Security Depository Ltd, Central Depository security Ltd for the year
2016-2017 & 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 and
commitments have occurred subsequent to the close of FY 2017-18. The company had received
a disclosure on 15th November 2018, pursuant Regulation 29(2) of SEBI
(Substantial Acquisition of Share and Takeover) Regulation, 2011 ('SAST Regulations, from
promoters, Mr. Mahendra Chandulal Shah in respect of acquisition of 9248425 equity shares
from the persons forming part of the promoter group mentioned therein, as inter-se
transfer 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 aggregate
holding 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 20th
December 2018, the company has passed a Special Resolution with respect to
Reclassification of Persons Entities forming part of the Promoters group from Promoter
& Promoter Group Categorv to Public Categorv in terms of Regulation 31A(2] read with
Regulation 31A[7) of the Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The promoters, Mrs. Hasu Mahendra Shah, Mr.
Mit Mahendra Shah, Mr. Akshat Mahendra Shah& Mahendra C Shah (HUF) were reclassified
to Public category. These promoters are not holding any Equity Shares in the company.
DIVIDEND:
During the period under review, Directors did not recommend any dividend for the equity
shareholders 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 due
to heavy losses.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43 of LODR Regulation 2015, the regulation related to Dividend
Distribution Policy is not applicable to the Company.
DEPOSITS:
During the period under review, your Company has not accepted or renewed any amount
falling within the purview of provisions of Section 73 of the Companies Act, 2013 read
with the Companies (Acceptance of Deposits) Rules, 2014. Hence, the requirement for
furnishing of details of deposits which are not in compliance with the Chapter V of the
Act is not applicable.
SHARE CAPITAL:
As on 31stMarch, 2019, the issued, subscribed and paid up share capital of
your Company stood at Rs.12,77,18,000/- comprising of 6,38,59,000 Equity Shares of Rs. 2/-
each.
CORPORATE GOVERNANCE:
Your Company complies with the provisions laid down in Corporate Governance laws to the
extent possible. It believes in and practices good corporate governance. The Company
maintains transparency and also enhances corporate accountability.
The Report on Corporate Governance as stipulated under Regulation 34 of the Listing
Regulations is presented in a separate section forming a part of this Report.
The requisite certificate from M/s P.D. Saraf & Co. Chartered Accountants,
Statutory Auditors confirming compliance with the conditions of corporate governance is
enclosed to the Report on Corporate Governance
MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion & Analysis Report for the year under review, as stipulated
under Regulation 34 of the Listing Regulations, is presented in a separate section forming
a part of this Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Provision of Section 135 and Schedule VII of the Companies Act, 2013 in respect to
Corporate 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/Joint
Venture/ Associate Company of your Company
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company have not given any loans, guarantees or made any investments under Section
186 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 technology
absorption.
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 read
with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 regarding remuneration of Directors, Key Managerial Personnel and other
related disclosures is given as "Annexure A" to this report. Information
required under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 viz Details of Top ten employees of the company in terms
of remuneration drawn during 2018-19 is not applicable as none of the employee is drawing
remuneration 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's
length basis and were in the ordinary course of the business. Also, there were no related
party transactions which could be considered material in accordance with the Policy of the
Company on materiality of related party transactions All related party transactions are
being reviewed and placed before the Audit Committee from time to time of their approval
and also been taken on record by the Board. Notes to the Standalone Financial Statements
which sets out related party disclosures pursuant to IND AS.
RISK MANAGEMENT POLICY:
The Company has formulated and adopted a Risk Management Policy to prescribe risk
assessment, management, reporting and disclosure requirements of the company. The Board
takes all necessary steps to identify and evaluate business risks and opportunities and
take corrective steps.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System, commensurate with the size of its
operations.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act, 2013, and in relation to the audited
financial statements of the Company for the year ended March 31, 2019, the Board of
Directors to the best of its knowledge and ability, hereby confirms that:
i. In the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
ii. The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that were reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit or loss of the Company for the year under review.
iii. The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets 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 the
Company operation are closed down.
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 system to ensure compliance with the provisions of
all 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 other
applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment
& Qualification of Directors) Rules, 2014 and the Article of Association of the
Company, Mr. Mahendra Chandulal Shah, (DIN: 01650375) Managing Director of the Company,
will retire by rotation at the ensuing Annual General Meeting and being eligible, has
offered himself for reappointment. The Board recommends his re-appointment for the
consideration 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 Company
w.e.f. May 28, 2019. The board placed on record its deep appreciation for the contribution
made 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 the
Nomination and Remuneration Committee, the Board at its meeting held on May 28, 2019
appointed Ms. Harsha Mohan Bukelia (DIN:08442249) as an Additional Woman Independent
Director and Mr. Prashant Jairam Jakhal (DIN : 08454342)as an Additional Independent
Directors of the Company for the period of 5 years commencing from May 28, 2019. The
resolution seeking the appointment of Ms. Harsha Mohan Bukelia and Mr. Prashant Jairam
Jakhal as an Independent Director has been included in the Notice of the ensuing Annual
General Meeting. Your Directors commend the Resolutions for your approval for the
aforesaid appointment/re-appointment. A brief resume / Profile of the Directors being
appointed forms part of the Notice of the ensuing AGM. During the year, the non-executive
directors of the Company had no pecuniary relationship or transaction with the Company,
other than reimbursement of expenses and sitting fees incurred by them for the purpose of
attending meetings of the Company.
KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Sections 2(51), and 203of the Companies Act, 2013, read
with the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, Key
Managerial Personnel of the Company as on 31st March 2019 are Mr. Mahendra Chandulal Shah
Managing Director and Mr. Jitendra Shantilal Shah, Chief Financial Officer. There has been
no change in the key managerial personnel during the year.
DECLARATION OF INDEPENDENCE:
Definition of ‘Independence' of Directors is derived from Regulation 16(1)(b) of
the Listing Regulations and Section149(6) of the Companies Act, 2013 and Rules framed
thereunder. Your Company has received declarations from all the Independent Directors of
your Company confirming that they meet the criteria of independence as prescribed under
Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing
Regulations.
MEETINGS OF THE BOARD:
The Board of Directors of your Company met 6 Times during the year to deliberate on
various matters. The Meetings were convened on 15th May, 2018 (10.00 a.m.); 15th
May, 2018 (3.30 p.m.), 21st August, 2018, 14thNovember, 2018, 09th
February, 2019 and 29th March, 2019. The details of the Board Meeting and
attendance of each of the Directors thereat have been provided in the Corporate Governance
Report forming part of this Annual Report.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions the Companies Act, 2013, and the Listing Regulations, the
Board has carried out a formal annual evaluation of its own performance and that of its
committees, Independent Directors, Non-Executive Directors, Executive Directors and the
Chairman of the Board. The Directors expressed their satisfaction with the evaluation
process. .
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATION POLICY:
The Company's policy on director's appointment and remuneration and other matters
provided in Section 178(3) of the Act has been disclosed in the Corporate Governance
Report, 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 a
chairman of the committee, Ms. Priti Amit Shah & Mr. Mahendra Chandulal Shah as its
other members. The terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report forming a part of this Annual Report. Further details relating
to the Audit Committee are provided in the Corporate Governance Report, which forms an
integral part of this Annual Report. All the recommendations made by the Audit Committee,
during 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. Sanjay
Mohanlal Jogani as a chairman of the committee, Ms. Priti Amit Shah & Mr. Mahendra
Chandulal Shah as its other members. Further details relating to the Nomination and
Remuneration Committee are provided in the Corporate Governance Report, which forms an
integral part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
As on March 31, 2019, the Stakeholders' Relationship Committee comprises of Ms. Priti
Amit Shah as a chairman of the committee, Mr. Sanjay Mohanlal Jogani & Mr. Mahendra
Chandulal Shah as its other members. Further details pertaining to Stakeholders
Relationship Committee are provided in the Corporate Governance Report, which forms an
integral part of this Annual Report.
VIGIL MECHANISM:
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 its
Powers) Rules, 2014 and the Listing Regulations framed Whistle Blower Policy for Directors
and employees of the Company to provide a mechanism which ensures adequate safeguards from
any victimization on raising on concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentation of any, financial statements and reports.
Etc. No instance under the Whistle Blower Policy was reported during the financial year
under review.
AUDITORS:
Pursuant to the provisions of Section 139(1) of the Companies Act, 2013, read with the
Companies (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 Auditor
of 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 with
effect from7th May 2018, ratification of the appointment of the statutory auditors, by the
Members at every AGM during the period of their appointment, has been withdrawn from the
Section139(1) of the Companies Act, 2013 with effect from that date. In view of the above,
no resolution is proposed for ratification of appointment of the Statutory Auditors at the
ensuing AGM, and a note in respect of the same has been included in the Notice of the
ensuing AGM. The Statutory Auditors have confirmed that they are not disqualified to
continue as Auditors, and are eligible to hold office as Auditors of the Company. As
authorised by the shareholders, the Board, on the recommendation of the Audit Committee,
has ratified the appointment of the Statutory Auditors for their respective remaining
terms at such remuneration, as may be mutually agreed between the Board of Directors and
the Statutory Auditors, from time to time. The Members are requested to give their consent
for 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 explanation
given to us, we are of the opinion that the Company has defaulted in repayment of dues to
banks and in turn Bank has disposed off all the Fixed Asset of the Company:-Due to heavy
losses the company was facing difficulty to repay the amount. The Bank have taken
possession of its property in Hyderabad and disposed the fixed assets of the company in
hasty manner by eAuction to only one bidder. The company's liabilities towards the
principal amount is adjusted after the sale of assets of the Company and now the bank is
claiming on the interest part of the outstanding loan which is cleared on sale of assets
by 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. 2,76,09,234.17 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. |
SECRETARIAL AUDITORS:
Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has
re-appointed M/s. Madhukar K. Apte& Associates, Company Secretaries, as Secretarial
Auditor for the financial year 31.3.2019, for conducting Secretarial Audit of your Company
for the financial year 31.3.2019. The Secretarial Audit Report issued by the Secretarial
Auditor M/s. Madhukar K. Apte & Associates for the financial year 31.3.2019is annexed
herewith 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 data
of the members of the Company is not available for verification. Thus, in absence of
specific 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 to
logistical issues, the auditor was unable to review the same.
(b) During the year under review, the company has borrowed funds from its Managing
Director amounting to Rs. 29,94,863/-. But the company has not taken the consent of the
Board of directors for the same as required under Section 179(3)(d) of the Companies Act,
2013. Further, the company has not submitted a declaration received from the director, as
required under Rule 2(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014 to claim
exemption from the definition of ‘deposits'.:
Consent was taken in Annual General Meeting of 2015-2016.The Company has taken
declaration from the Managing Director.
(c) The Company has delayed in payment of the fees to the Stock Exchanges for
2018-2019. :
-The Company is going through a tumultuous time financially. Payments were delayed,
however 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 a
violation of Section 149(1)(a) of the Companies Act, 2013 providing for minimum of 3
directors in case of a public company:-
One of the former Executive Director resigned abruptly without giving adequate notice
to the Company. Hence the Company took some time before being able to induct a suitable
Director for the same. The company has appointed an additional director in a board meeting
held on 15-05-2018.
(e) The Company has not appointed Company Secretary as KMP as required under section
203 of Companies Act, 2013 and Compliance Officer as required under regulation 6 of SEBI
(LODR) Regulations 2015. SEBI has imposed a fine of Rs.106,200(upto March 2019), which is
not yet paid by the company:-
The Company is looking for a suitable candidate for the same, but due to financial
constraints and company having no business activities, no candidate is willing to join the
company. The Company is in no position to pay the fine imposed.
(f) The Company has not appointed Internal Auditor as required under section 138 of
Companies Act, 2014:-
The Company has not appointed an Internal Auditor, since there is no manufacturing or
trading turnover.
(g) The Company has not updated its website and uploaded the documents and information
as required under the Companies Act 2013 and Regulation 46 of SEBI (LODR) Regulations
2015:-
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 Listing
Guidelines and Regulation 47 of SEBI (LODR) Regulations 2015 and as required under section
91 read with Rule 10 of Companies (Management and Administration) Rules, 2014 for closure
of Register of Member:-
Due to financial constraints the company is not in a position to publish notices in the
newspaper.
(i) The Constitution of the Nomination & Remuneration Committee is not in
accordance 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 financial
constraints, 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 (as
reported in the last report). This year the company has reversed the deferred tax in its
financial 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 disposed
off the fixed assets. Presently the company has no fixed assets. The statutory auditors
has 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.2,76,09,234.17 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 Case is pending with the DRT.
(k) The financial statements as on 31st March, 2019 show that company has no fixed
assets and no long term borrowings from banks / financial institutions. But the date from
MCA portal shows that the charge created on 23-04-2008 for Rs.4,50,00,000/- against
immovable property or any interest therein, Book debts, Movable Property (not being
pledge) is open. Either the company has not filed satisfaction of charge as required under
Section 82 of the Companies Act, 2013 or the financial statements are not properly
prepared. However, the financial statements are audited by the Statutory Auditors and a
signed report has been submitted by them. Therefore, in our opinion the financial
statements cannot be questioned. : -
The Bank has not issued a discharge certificate for immovable property. The case in
ongoing 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 and
expenses against the company in Debt Recovery Tribunal. Bank auctioned the properties and
recovered sum. Still the bank is claiming 276.09 Lacs against the company. The company is
also facing some litigations under tax laws and the same are pending before the
authorities. Hence, the company has a contingent liability. :-
The case with the Bank is on-going in DRT. The company has filed an appeal with the
sales tax and Income tax.
(m) The status of the company is active but not compliant: - The Company has not filed
form INC-22A, since the company has no company secretary. Hence the status is active
non-compliant. the Company is looking for a suitable candidate for the same, but due to
financial constraints, no candidate is willing to join the company. The Company is not in
a position to pay the fine imposed.
(n) The Company has not complied with the requirement of 27(2)(c) with respect to
signing of quarterly compliance report on Corporate Governance shall either by the
compliance officer or the chief executive officer of the listed entity:- The Compliance
Report is signed by the Managing Director of the Company.
(o) The Company has framed a policy for determination of materiality, based on criteria
specified regulation, duly approved by its board of directors, which has not uploaded on
its 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 for
the purpose of determining materiality of an event or information and for the purpose of
making disclosures to stock exchange(s) under this regulation, however the contact details
of such personnel has not disclosed to the stock exchange(s) and as well as on the listed
entity's website as per Regulation 30(4)(5) - The contact details of KMP has not
disclosed to the stock exchange(s) and as well as on the listed entity's website. The same
shall 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 has
no financial capability to appoint depositories for monitoring foreign investment.
(r) The Company has made delay in submission of Financial Results for Quarter ended
June 2018 and SEBI has imposed a fine of Rs. 35,400, which is not yet paid by the
company.-
Due to financial constraints and Company having no business activities, the Company
does 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 secretarial
auditor have reported to the Audit Committee under Section 143(12) of the Companies Act,
2013 any instances of fraud committed against your Company by its officers and employees,
details 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 your
Company for the financial year ended 31stMarch,2019 is given in "Annexure
C".
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 the
Regulators / Courts / Tribunals.
OTHER DICLOSURES:
Your Directors state that no disclosure or reporting is required in respect of the
following 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 at
Work (Prevention, Prohibition and Redressal) Act does not apply to the Company. However
the Company is committed to provide a safe & conducive work environment to its
employees. At present the company has no female staff. During the year, your Company has
not received any complaints under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits
the purchase or sale of Company shares by the Directors and the designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
APPRECIATIONS:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, Staff and workers at all levels for their continuous co-operation
and assistance.
|
By Order of the Board of Directors |
|
For Globus Corpooration Limited |
|
Mahendra Chandulal Shah |
|
Chairman |
|
DIN : 01650375 |
| Place: Mumbai |
|
| Date: 14.08.2019 |
|
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